<PAGE>   1

===============================================================================

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                 AMENDMENT NO. 1

                                       TO

                                  FORM 10-KSB/A

         (Mark One)

         /x/      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

                    For the fiscal year ended: June 30, 1998

                                       OR

         / /      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

    For the transition period from ___________________ to __________________

                         Commission file number: 0-21910

                             CONTINUCARE CORPORATION

             (Exact name of registrant as specified in its charter)

                       FLORIDA                                  59-2716023
           (State or other jurisdiction of                   (I.R.S. Employer
           incorporation or organization)                   identification No.)
       100 SOUTHEAST SECOND STREET, 36TH FLOOR

                   MIAMI, FLORIDA                                  33131
      (Address of principal executive offices)                  (Zip Code)
 Registrant's telephone number, including area code:          (305) 350-7515

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

 Title of each class                  Name of each exchange on which registered
    COMMON STOCK,                              AMERICAN STOCK EXCHANGE
  $.0001 PAR VALUE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                                      NONE
                                (Title of Class)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 [ ]

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

         Registrant's revenues for the fiscal year ended June 30, 1997 were
$65,584,293.

         Aggregate market value of the voting stock of the registrant held by
non-affiliates of the registrant at September 1, 1998 (computed by reference to
the last reported sale price of the registrant's Common Stock on the American
Stock Exchange on such date): $24,374.78.

         Number of shares outstanding of each of the registrant's classes of
Common Stock at September 1, 1998: 14,031,283 shares of Common Stock, $.0001 par
value per share.

         Transactional Small Business Disclosure Format.  Yes [  ]     No [X]

================================================================================


<PAGE>   2

                                    PART III

ITEM 9.       DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

                                   MANAGEMENT

         The executive officers and directors of the Company are as follows:

<TABLE>
<CAPTION>

NAME                                         AGE     POSITION
-----------------------------------          ---     ------------------------------------------------------------
<S>                                           <C>    <C>
Charles M. Fernandez...............           36     Chairman of the Board, Chief Executive Officer and President
Phillip Frost, M.D.................           62     Vice Chairman of the Board
Susan Tarbe........................           42     Executive Vice President and General Counsel
Bruce Altman.......................           46     Senior Vice President and Chief Financial Officer 
Steven J. Baldwin..................           50     Senior Vice President of Physical Rehabilitation  and Ancillary
                                                     Services
Carlis R. Sabinson.................           54     Senior Vice President of Compliance and Security
Norman B. Gaylis, M.D..............           48     Senior Vice President, Chief Operating Officer  of Physician
                                                     Practice Division
Richard B. Frost...................           49     Director
Mark J. Hanna......................           49     Director
Elias F. Ghanem, M.D...............           59     Director
Robert Soros.......................           35     Director
Lee S. Hillman.....................           42     Director
J. Kenneth Looloian................           75     Director
</TABLE>

         CHARLES M. FERNANDEZ co-founded Continucare in February of 1996 and has
been involved in all aspects of its operations since that time serving as its
Chairman of the Board, President and Chief Executive Officer. Since 1985 and
prior to founding Continucare, Mr. Fernandez was the Executive Vice President
and Director of Heftel Broadcasting Corporation ("HBC"), a public company owning
a network of radio stations. At HBC, Mr. Fernandez was involved in the
acquisition of 17 broadcast companies and played an instrumental role in HBC's
growth in revenues from $4 million in 1985 to approximately $65 million in 1995.
Mr. Fernandez has also been an officer of Bally Entertainment Corporation since
January 1996, where he provides advice concerning growth and acquisitions for
Bally in Florida and Latin America, and a director of IVAX Corporation, a
Florida corporation ("IVAX") since June 1998.

         PHILLIP FROST, M.D. has served as Vice Chairman of Continucare since
September 1996. Dr. Frost has served, since 1987, as Chairman of the Board and
Chief Executive Officer of IVAX, the world's largest generic pharmaceutical
manufacturer. He served as IVAX's President from July 1991 until January 1995.
He was the Chairman of the Department of Dermatology at Mt. Sinai Medical Center
of Greater Miami, Miami Beach, Florida from 1970 to 1992. Dr. Frost was Chairman
of the Board of Directors of Key Pharmaceutical, Inc. from 1972 to 1986. He is
Vice Chairman of the Board of Directors of North American Vaccine, Inc., Whitman
Education Group, which is engaged in proprietary education and Northrup Grumman.
He is a trustee of the University of Miami and a member of the Board of
Governors of the American Stock Exchange. Dr. Frost is the uncle of Richard
Frost.




                                       2
<PAGE>   3

         SUSAN TARBE joined Continucare in September 1996 as Executive Vice
President and General Counsel. Prior to joining the Company, Ms. Tarbe was an
Assistant United States Attorney for the Southern District of Florida since
September 1985. During her employment with the United States Attorney's office,
Ms. Tarbe specialized in the area of white-collar criminal offenses, and since
May of 1994 was the Chief of the Economic Crimes Unit.

         BRUCE ALTMAN joined Continucare in August 1998 as Chief Financial
Officer and Treasurer. Prior to joining Continucare, Mr. Altman was Vice
President of Finance at John Alden Life Insurance Company, a subsidiary of John
Alden Financial Corp. since June 1989.

         STEVEN J. BALDWIN joined Continucare in September 1997 as Senior Vice
President of Physical Rehabilitation and Ancillary Services. From 1987 to 1995,
Mr. Baldwin served as Chief Operating Officer and later as President of Pro
Rehab, a significant contract service subsidiary of Continental Medical Systems
("CMS") which had acquired Pro Rehab. The sale of Pro Rehab to CMS included a
non-compete for Mr. Baldwin which expired June 30, 1997. From December, 1996 to
prior to joining Continucare, Mr. Baldwin served as a rehab consultant for the
Presbyterian Healthcare System in Charlotte, North Carolina.

         CARLIS R. SABINSON joined Continucare in March 1997 as the Vice
President for Compliance and Security. Prior to joining the Company, Mr.
Sabinson served at the Federal Bureau of Investigation (the "FBI") for over
twenty-six years in various capacities, including serving as the head of the
Economic Crime Program in the FBI's Miami Division and as Supervisor of the
FBI's Civil Rights Program. Mr. Sabinson was also an instructor at the FBI
Academy and FBI liaison to the White House, U.S. Supreme Court, and the U. S.
Department of Justice.

         NORMAN B. GAYLIS, M.D. joined Continucare in April 1997 upon
consummation of the acquisition of the Arthrocare America. Dr. Gaylis has been a
practicing rheumatologist in Florida for over twenty years. He is Board
certified in rheumatology, and is an Associate Professor of rheumatology at the
University of Miami School of Medicine.

         RICHARD B. FROST has served as a Director of Continucare since
September 1996. Mr. Frost has been Chief Executive Officer and Chairman of the
Board of Directors of Frost Hanna Capital Group, Inc. since February 1996, its
inception. Mr. Frost was the Chief Executive Officer and Chairman of the Board
of Directors of Frost Hanna Mergers Group, Inc. ("FH") from its formation in
October 1993 until September 1996. Mr. Frost was the Chief Executive Officer and
Chairman of the Board of Directors of Frost Hanna Acquisition from April 1993
until January 1996. From June 1992 to May 1994, Mr. Frost held similar positions
at Frost Hanna Halpryn until the merger of Sterling Healthcare, Inc. and
Sterling Healthcare Group, Inc. with and into a wholly-owned subsidiary of Frost
Hanna Halpryn (the "Sterling Merger"). Mr. Frost is the nephew of Dr. Phillip
Frost.

         MARK J. HANNA has served as a Director of Continucare since September
1996. Mr. Hanna has been the President and a member of the Board of Directors of
Frost Hanna Capital Group, Inc. since February 1996, its inception. Mr. Hanna
was the President and a member of the Board of Directors of FH from its
formation in October 1993 until September 1996. Mr. Hanna was the President and
a member of the Board of Directors of Frost Hanna Acquisition from April 1993
until January 1996. Mr. Hanna held similar positions at Frost Hanna Halpryn from
June 1992 until the Sterling Merger in May 1994.

         ELIAS F. GHANEM, M.D. was appointed to the Board in December 1996. Dr.
Ghanem has been a practicing physician since 1971. Dr. Ghanem created a health
care system in Nevada in 1989. In 1994, Dr. Ghanem expanded his healthcare
products to include a health maintenance organization and a national healthcare
consulting firm.

         ROBERT SOROS was appointed to the Board of Directors in December 1996.
Mr. Soros' principal occupation is as a senior investment professional with
Soros Fund Management LLC ("SFM"). He is charged with the oversight of various
private equity and real estate investments made by the Quantum group of funds
and other affiliates of SFM. Prior to joining SFM, Mr. Soros worked in the risk
arbitrage area at Prudential Bache Securities, Inc.




                                       3
<PAGE>   4

         LEE S. HILLMAN was appointed to the Board of Directors in January 1998.
Mr. Hillman has served since October 1996, as the President and Chief Executive
Officer of Bally Total Fitness Holding Corporation ("BTFHC") and he currently
serves as a director of BTFHC. Additionally, Mr. Hillman was Treasurer of Bally
from April 1991 to October 1996, Executive Vice President of Bally from
September 1995 to October 1996, Senior Vice President of BTFHC from April 1991
to September 1995 and Chief Financial Officer of Bally from April 1991 to May
1994. Mr. Hillman was Vice President, Chief Financial Officer and Treasurer of
Bally Entertainment Corporation between November 1991 and December 1996 and
Executive Vice President of Entertainment between August 1992 and December 1996.
Mr. Hillman also served as Vice President-Administration of Bally's Grand, Inc.
from August 1993 through February 1997. From October 1989 to April 1991, Mr.
Hillman was a partner with the accounting firm of Ernst & Young LLP.

         J. KENNETH LOOLOIAN was appointed to the Board of Directors in January
1998. Mr. Looloian is an Executive Vice President of Di Giorgio Corporation, a
former partner of Arveron Investment L.P. and a former Executive Vice President
of International Controls Corporation. Mr. Looloian is also a director of BTFHC.

         The Company's directors do not currently receive any cash compensation
for service on the Board of Directors but may be reimbursed for certain
expenses in connection with attendance at Board of Directors meetings or other
meetings on the Company's behalf. The Company's directors are eligible to
receive options in the Company's Stock Option Plan.

ITEM 10. EXECUTIVE COMPENSATION

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

         The following table sets forth certain summary information concerning
compensation paid or accrued by the Company and its subsidiaries to or on behalf
of the Company's Chief Executive Officer and each of the most highly compensated
executive officers of the Company whose total annual salary and bonus,
determined as of the end of the fiscal year ended June 30, 1998, exceeded
$100,000 (the "Named Executive Officers"). No executive officer of the Company's
predecessor was paid in excess of $100,000 in fiscal year 1996.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                                                                                         LONG-TERM
                                      ANNUAL COMPENSATION                              COMPENSATION
                              -----------------------------------                    -----------------
                                                                         OTHER       NO. OF SECURITIES
         NAME AND             FISCAL                                     ANNUAL         UNDERLYING        ALL OTHER
    PRINCIPAL POSITION         YEAR      SALARY($)      BONUS($)      COMPENSATION        OPTIONS        COMPENSATION
---------------------------   ------     ---------      --------      ------------   -----------------   ------------
<S>                            <C>         <C>           <C>                   <C>       <C>    
Charles M. Fernandez,
  President and Chief          1998        334,547              (3)            (1)       100,000                -0-
  Executive Officer.....       1997        327,880        70,000(7)      36,360(2)            -0-               -0-

Susan Tarbe, Executive
  Vice President and           1998        168,462              (3)            (1)            -0-            3,167(4)
  General Counsel.......       1997         97,000(5)     40,000(6)            (1)       100,000             1,118(4)

Norman B. Gaylis, M.D.
  Senior Vice President,
  Chief Operating Officer
  of Physician Practice        1998        464,193              (3)            (1)        50,000                -0-
  Division..............       1997(8)      92,094        50,000(7)          -0-              -0-               -0-

</TABLE>




                                       4
<PAGE>   5
-------------------

(1)   The total perquisites and other personal benefits provided is less than
      10% of the total annual salary and bonus to such officer.
(2)   Includes $13,155 in car allowance and $20,205 in insurance benefits.
(3)   No final determination for bonuses for fiscal 1998 have been made at this
      time.
(4)   Reflects matching contributions to the Company's 401(k) plan which is
      earned during the fiscal year indicated but not paid until the following
      fiscal year.
(5)   Mrs. Tarbe joined the Company in September 1996.
(6)   Includes a signing bonus in the amount of $2,500 and a bonus paid in
      September 1997 for services rendered in fiscal 1997.
(7)   Represents a bonus paid in fiscal 1998 for services rendered in fiscal 
      1997.
(8)   Dr. Gaylis joined the Company in April 1997.

         The Company has entered into employment agreements with Charles M.
Fernandez, Susan Tarbe, Steven J. Baldwin, Norman B. Gaylis and Carlis R.
Sabinson. Mr. Fernandez's employment agreement is for a term of three years plus
one additional year for each year of service and became effective on September
11, 1996, and provides for an annual base salary of $350,000 and a bonus of
$100,000 payable in 20 equal installments of $5,000 over the first five years of
such agreement. Pursuant to the terms of Mr. Fernandez's employment agreement,
he may receive additional bonuses at the discretion of the Board. Mr. Fernandez
is prohibited from competing with the Company for the duration of his employment
agreement and for a period of two years thereafter unless he is terminated
without cause, and he is additionally prohibited from disclosing confidential
information.

         Ms. Tarbe's employment agreement, as amended, is effective until August
24, 2001 and provides for an annual base salary of $185,000 and a bonus as may
be determined by the Chairman and approved by the Board. Under the terms of 
Ms. Tarbe's employment agreement, she received an option to purchase 100,000
shares of the Company at $5.00 per share. Upon a change in control of the
Company, Ms. Tarbe is entitled to an acceleration of the remainder of her
employment agreement and automatic vesting of any unvested portion of her
aforementioned warrant. Ms. Tarbe is prohibited from competing with the Company
for the duration of her employment agreement and for a period of ninety days
thereafter unless she is terminated without cause, and she is additionally
prohibited from disclosing confidential information.

         Dr. Gaylis' employment agreement is for a period of four years
commencing April, 1997, and provides for an annual base salary of $450,000
renewable at the sole discretion of the Company, subject to adjustment upon
certain conditions. Under the terms of Dr. Gaylis' employment agreement, Dr.
Gaylis is entitled to annual incentive compensation of 50% of earnings before
interest, taxes, depreciation and amortization ("EBITDA") derived from his
professional services at designated offices where EBITDA is in excess of
$365,000. Dr. Gaylis is prohibited from competing with the Company and
soliciting any employee or contractor of the Company for the duration of his
employment agreement and for a period of two years thereafter. Additionally, Dr.
Gaylis is prohibited form disclosing confidential information.

OPTION GRANTS DURING FISCAL 1998

         OPTION GRANTS TABLE. The following table sets forth certain information
concerning grants of stock options made during fiscal 1998 to each of the Named
Executive Officers. The Company did not grant any stock appreciation rights in
fiscal 1998.




                                       5
<PAGE>   6
<TABLE>
<CAPTION>

                                  INDIVIDUAL OPTION GRANTS IN 1998 FISCAL YEAR
-----------------------------------------------------------------------------------------------------------------
                                   SHARES OF COMMON
                                   STOCK UNDERLYING     % OF TOTAL GRANTED
        NAME                       OPTIONS GRANTED         TO EMPLOYEES      OPTION PRICE($)     EXPIRATION DATE
----------------------             -----------------    ------------------   ---------------     ---------------
<S>                                    <C>                    <C>                 <C>                <C>
Charles M. Fernandez                   100,000                27.4%               $5.25              7/30/07
Susan Tarbe                                  0                --                    --                 --
Norman B. Gaylis, M.D.                  50,000                13.7                $6.25              1/20/08

</TABLE>

AGGREGATED OPTION EXERCISES IN 1998 AND YEAR END OPTION VALUES

         The following table sets forth information with respect to (i) the
number of unexercised options held by the Names Executive Officers as of June
30, 1998, and (ii) the value as of June 30, 1998 of unexercised in-the-money
options. No options were exercised by any of the Named Executive Officers in
1998.
<TABLE>
<CAPTION>

                                        NUMBER OF SECURITIES                         VALUE OF UNEXERCISED
                                   UNDERLYING UNEXERCISED OPTIONS                    IN-THE-MONEY OPTIONS
                                          AT JUNE 30, 1998                           AT JUNE 30, 1998($)(1)
                                 -----------------------------------          -----------------------------------
                                 EXERCISABLE           UNEXERCISABLE          EXERCISABLE           UNEXERCISABLE
                                 -----------           -------------          -----------           -------------
<S>                                <C>                    <C>                      <C>                    <C>
Charles M. Fernandez               85,000                 50,000                   0                      0
Susan Tarbe                        60,000                 40,000                   0                      0
Norman B. Gaylis, M.D.             16,667                 33,334                   0                      0
</TABLE>


-------------------

(1)   Market value of shares covered by in-the-money options on June 30, 1998,
      less option exercise price. Options are in-the-money if the market value
      of the shares covered thereby is greater than the option exercise price.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

         Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers and persons who own more than ten
percent of the Company's outstanding Common Stock, to file with the Securities
and Exchange Commission (the "SEC") initial reports of ownership and reports of
changes in ownership of Common Stock. Such persons are required by SEC
regulation to furnish the Company with copies of all such reports they file.

         To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, all Section 16(a) filing requirements applicable to its
officers, directors and greater than ten percent beneficial owners have been
satisfied.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth certain information as of September 30,
1998 concerning the beneficial ownership of the Common Stock by (i) each person
known by the Company to be the beneficial owner of more than 5% of the
outstanding Common Stock, (ii) each of the Named Executive Officers of the
Company, (iii) each of the directors of the Company, and (iv) all executive
officers and directors of the Company as a group. All holders listed below have
sole voting power and investment power over the shares beneficially owned by
them, except to the extent such power may be shared with such person's spouse.





                                       6
<PAGE>   7
<TABLE>
<CAPTION>

              NAME AND ADDRESS                      AMOUNT AND NATURE OF                     PERCENT OF
             OF BENEFICIAL OWNER                   BENEFICIAL OWNERSHIP(1)                 COMMON STOCK(2)
----------------------------------------------     -----------------------                 ---------------
<S>                                                        <C>                                  <C>  
Charles M. Fernandez                                       1,701,667(3)                         12.1%
   100 S.E. Second Street
   36th Floor
   Miami, Florida 33131

Susan Tarbe                                                   60,000(4)                           *
   100 S.E. Second Street
   36th Floor
   Miami, Florida 33131

Steven J. Baldwin                                             20,000(4)                           *
   100 S.E. Second Street
   36th Floor
   Miami, Florida 33131

Carlis R. Sabinson                                            13,334(4)                           *
   100 S.E. Second Street
   36th Floor
   Miami, Florida 33131

Dr. Norman B. Gaylis                                          18,357(7)                           *
   100 S.E. Second Street
   36th Floor
   Miami, Florida 33131

Dr. Phillip Frost                                          2,053,933(6)                         14.6
   4400 Biscayne Boulevard
   Miami, FL  33137

Richard B. Frost                                             419,700(6)                          3.0
   7700 W. Camino Real
   Boca Raton, FL 33433

Mark J. Hanna                                                364,900(6)                          2.6
   7700 W. Camino Real
   Boca Raton, FL 33433

J. Kenneth Looloian                                           52,000(8)                           *
   1380 Outlook Drive West
   Mountainside, NJ  07092

Elias F. Ghanem, M.D.                                         50,000(4)                           *
   150 E. Harmon Street
   Las Vegas, NV  89109

Robert Soros                                                  50,000(4)                           *
   888 Seventh Avenue, 33rd floor
   New York, NY  10106

Lee S. Hillman                                                50,000(4)                           *
   8700 W. Bryn Mawr
   Chicago, IL  60631

Strategic Investment Partners, Ltd.                        2,250,000                            16.0
   Kaya Flamboyan 9
   Willemstad, Curacao
   Netherlands Antilles

</TABLE>



                                       7
<PAGE>   8
<TABLE>
<CAPTION>

              NAME AND ADDRESS                      AMOUNT AND NATURE OF                     PERCENT OF
             OF BENEFICIAL OWNER                   BENEFICIAL OWNERSHIP(1)                 COMMON STOCK(2)
----------------------------------------------     -----------------------                 ---------------
<S>                                                        <C>                                  <C>  
Sailfish Investments LLC                                     925,000                             6.6
   380 Middlesex Avenue
   Carteret, NJ 07008

Bank of New York                                           3,315,862(9)                         19.1%
   925 Patterson Plank Road
   Secaucus, NJ  07094

Mercantile-Safe Deposit                                      149,655(9)                          7.6%
   & Trust Company
   766 Old Hammonds Ferry Road
   Proxy Unit #230-20
   Linthicum, MD  21090

Carret Securities, Inc.                                    1,500,000(9)                          9.7%
   c/o BT Alex. Brown Incorporated
   90 Broad Street
   New York, NY  10004

All directors and executive officers                       4,848,558                            33.3
   as a group (13 persons)(10)
------------------------
</TABLE>

*     Less than one percent.

(1)   For purposes of this table, beneficial ownership is computed pursuant to
      Rule 13d-3 under the Exchange Act; the inclusion of shares as beneficially
      owned should not be construed as an admission that such shares are
      beneficially owned for purposes of the Exchange Act. Under the rules of
      the Securities and Exchange Commission, a person is deemed to be a
      "beneficial owner" of a security he or she has or shares the power to vote
      or direct the voting of such security or the power to dispose of or direct
      the disposition of such security. Accordingly, more than one person may be
      deemed to be a beneficial owner of the same security.
(2)   Based on 14,031,283 shares outstanding as of September 30, 1998.
(3)   Includes (i) 1,616,667 shares of Common Stock are owned of record by the
      Fernandez Family Limited Partnership and (ii) 85,000 shares of Common
      Stock underlying options granted that are currently exercisable.
(4)   Represents shares of Common Stock underlying options granted which are
      currently exercisable.




                                       8
<PAGE>   9

(5)   Includes (i) 1,058,333 shares owed beneficially by Frost Nevada Limited
      Partnership, (ii) 945,600 shares owned by Dr. Frost individually and (iii)
      50,000 shares of Common Stock underlying options granted that are
      currently exercisable.
(6)   Includes 50,000 shares of Common Stock underlying options granted that are
      currently exercisable.
(7)   Includes (i) 1,690 shares owned beneficially by Dr. Gaylis and (ii) 16,667
      shares of Common Stock underlying options granted that are currently
      exercisable.
(8)   Includes (i) 2,000 shares owned beneficially by Mr. Looloian and (ii)
      50,000 shares of Common Stock underlying options granted that are
      currently exercisable.
(9)   Represents shares of Common Stock that may be issued upon the conversion
      (at a conversion price of $7.25) of 8% Convertible Subordinated Notes due
      2002 issued by the Company on October 30, 1997.
(10)  Includes 551,668 shares of Common Stock underlying options granted that
      are currently exercisable.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The Company was obligated to Charles M. Fernandez for a note payable in
the principal amount of $599,750 (the "Fernandez Note"), which was paid in full
in August 1997. The Fernandez Note bore interest at 10% per annum and matured on
February 12, 1998. 

         In February 1997, the Company entered into an agreement with Bally
Total Fitness ("Bally"), pursuant to which the Company will establish, subject
to certain conditions, outpatient rehabilitation centers at Bally fitness
centers nationwide. The Company began implementing its February 1997 agreement
with Bally in July 1997. During fiscal year ended June 30, 1998, the Company
earned $381,000 in management fees from Bally. At June 30, 1998, $359,000 is
included in accounts receivable for these services. Messrs. Hillman and
Looloian, directors of the Company, are affiliates of Bally. See
"Management--Directors"

         In April 1997, the Company entered into a Management Services Agreement
with a management company (the "Management Company") affiliated with Dr. Gaylis,
an executive officer of the Company. Under such agreement, the management
company is paid an hourly rate for services performed. During fiscal year ended
June 30, 1998, the Company incurred expenses of $200,000 for consulting services
provided by the Management Company. In August 1998, the Company purchased the
Management Company for $115,000 in cash and 575,000 shares with a fair market
value of approximately $1,600,000 of the Company's restricted common stock.





                                       9
<PAGE>   10

                                     PART IV

ITEM 13.      EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

       (a)(1)     Financial Statements 
                  Reference is made to the Index set forth on page F-1 of this
                  Annual Report on Form 10-KSB.
       (a)(2)     Financial Statement Schedules
                  None
       (a)(3)     Exhibits
        3.1       Restated Articles of Incorporation of Company, as amended. (4)
                  (Exhibit 3.1)
        3.2       Restated Bylaws of Company. (4) (Exhibit 3.2)
        4.1       Form of certificate evidencing shares of Common Stock. (4)
                  (Exhibit 4.1)
        10.1      Employment Agreement between the Company and Charles M.
                  Fernandez dated as of September 11, 1996. (2) (Exhibit 10.36)
        10.2      Employment Agreement between the Company and Susan Tarbe dated
                  as of September 23, 1996.(3)
        10.3      Agreement and Plan of Merger by and among Continucare
                  Corporation, Zanart Entertainment Incorporated and Zanart
                  Subsidiary, Inc. dated August 9, 1996. (1) (Exhibit 2)
        10.4      Stock Purchase Agreement dated April 10, 1997 by and among
                  Continucare Corporation, Continucare Physician Practice
                  Management, Inc., AARDS, Inc. and Sheridan Healthcorp. Inc.
                  (6) (Exhibit 10.1)
        10.5      Stock Purchase Agreement dated April 10, 1997 by and among
                  Continucare Corporation, Continucare Physician Practice
                  Management, Inc., Rosenbaum, Weitz & Ritter, Inc. and Sheridan
                  Healthcorp, Inc. (6) (Exhibit 10.2)
        10.6      Stock Purchase Agreement dated April 10, 1997 by and among
                  Continucare Corporation, Continucare Medical Management, Inc.,
                  Arthritis & Rheumatic Disease Specialties, Inc. and Sheridan
                  Healthcare, Inc. (6) (Exhibit 10.3)
        10.7      Acquisition Facility ($3,000,000), Revolving Credit Facility
                  ($2,000,000) and Security Agreement among Continucare
                  Corporation, Borrower, and First Union National Bank of
                  Florida, dated November 14, 1996, as amended on March 4, 1997.
                  (7) (Exhibit 10.7)
        10.8      Lease Agreement, dated as of the 29th day of August 1996,
                  between Miami Tower Associates Limited Partnership and
                  Continucare Corporation, as amended (8)
        10.9      Physician Employment Agreement, dated as of April, 1997, by
                  and between Arthritis and Rheumatic Disease Specialties, Inc.
                  and Norman Gaylis, M.D. (8)
        10.10     First Amendment, dated as of the 17th day of September, 1997,
                  to Employment Agreement, dated August 23, 1996, between the
                  Company and Susan Tarbe. (8)
        10.11     Employment Agreement, dated as of the 20th day of October
                  1997, by and between Continucare Corporation and Joseph P.
                  Abood. (8)
        10.12     Placement Agreement, dated as of October 27, 1997, between the
                  Company and Loewenbaum & Company Incorporated (the "Placement
                  Agent"). (9) (Exhibit 10.1)
        10.13     Purchase Agreement, dated as of September 4, 1997, by and
                  among Continucare Corporation, Continucare Physician Practice
                  Management, Inc., a wholly owned subsidiary of Continucare
                  Corporation, DHG Enterprises, Inc. f/k/a Doctor's Health
                  Group, Inc. and Doctor's Health Partnership, Inc., both
                  Florida corporations, and Claudio Alvarez and Yvonne Alvarez.
                  (10) (Exhibit 2.1)
        10.14     Stock Purchase Agreement, dated as of February 13, 1998, by
                  and among Continucare Corporation, Continucare Rehabilitation
                  Services, Inc., Integrated Health Services, Inc., Rehab
                  Management Systems, Inc., IntegraCare, Inc. and J.R. Rehab
                  Associates, Inc. (12) (Exhibit 2.1)
        10.15     Asset Purchase Agreement, dated as of April 7, 1998, by and
                  among (i) SPI Managed Care, Inc., SPI Managed Care of
                  Hillsborough County, Inc., SPI Managed Care of Broward, Inc.,
                  Broward Managed Care, Inc., each a Florida corporation, (ii)
                  First Medical Corporation, a Delaware corporation and First
                  Medical Group, Inc., a Delaware corporation and (iii) CNU
                  Acquisition Corporation, a Florida corporation. (13) (Exhibit
                  2.1)
        16.1      Acknowledgment letter from Arthur Andersen LLP regarding its
                  dismissal as the Company's independent public accountants. (5)
        16.2      Acknowledgment Letter from Deloitte & Touche LLP regarding its
                  dismissal as the Company's independent public accountants.
                  (14)
        21.1      Subsidiaries of the Company. (15)





                                       10
<PAGE>   11

        23.1      Consent of Ernst & Young LLP (15)
        23.2      Consent of Deloitte & Touche LLP (15)
        27.1      Financial Data Schedule (15) 


Documents incorporated by reference to the indicated exhibit to the following
filings by the Company under the Securities Act of 1933 or the Securities
Exchange Act of 1934

        (1)       Current Report Form 8-K dated August 9, 1996.
        (2)       Form 10-KSB filed with the Commission on September 30, 1996.
        (3)       Form 10-KSB filed with the Commission on October 21, 1996.
        (4)       Post Effective Amendment No. 1 to the Registration Statement
                  on SB-2 on Form S-3 Registration Statement filed on October
                  29, 1996.
        (5)       Form 8-K/A filed with the Commission on December 3, 1996.
        (6)       Form 8-K filed with the Commission on April 25, 1997.
        (7)       Form 10-KSB for the fiscal year ended June 30, 1997, filed
                  with the Commission on September 29, 1997.
        (8)       Form 10-KSB/A for the fiscal year ended June 30, 1997, filed
                  with the Commission on October 28, 1997.
        (9)       Form 8-K dated October 30, 1997 and filed with the Commission
                  on November 13, 1997.
        (10)      Form 8-K dated October 31, 1997 and filed with the Commission
                  on November 13, 1997.
        (11)      Schedule 14A dated December 26, 1997 and filed with the
                  Commission on December 30, 1997.
        (12)      Form 8-K dated February 13, 1998 and filed with the Commission
                  on February 26, 1997.
        (13)      Form 8-K dated April 14, 1998 and filed with the Commission on
                  April 27, 1998.
        (14)      Form 8-K dated May 6, 1998 and filed on May 11, 1998.
        (15)      Form 10-KSB for the fiscal year ended June 30, 1998 filed with
                  the Commission on October 13, 1998.

(b)      There were two reports on Form 8-K and one amendment to a Form 8-K
         filed with the Securities and Exchange Commission ("SEC") in the fourth
         quarter of fiscal 1998. Form 8-K was filed on April 27, 1998 and
         amended on Form 8-K/A filed on May 14, 1998 regarding the acquisition
         of substantially all of the assets of SPI Managed Care, Inc., SPI
         Managed Care of Hillsborough County, Inc., SPI Managed Care of Broward,
         Inc., Broward Managed Care, Inc., each a Florida corporation which are
         direct or indirect subsidiaries of First Medical Corporation and First
         Medical Group, Inc., each a Delaware corporation. Form 8-K was filed on
         May 11, 1998, regarding the change in accountants. Form 8-K/A was filed
         on April 29, 1998 to amend the Form 8-K filed on February 26, 1998
         regarding the acquisition of Rehab Management Systems, Inc., a Florida
         corporation, Integracare, Inc., a Florida corporation, and J.R. Rehab
         Associates, Inc., a North Carolina corporation, each a wholly-owned
         subsidiary of Integrated Health Services, Inc., a Delaware corporation.





                                       11
<PAGE>   12


                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                         CONTINUCARE CORPORATION



                         By: /s/ CHARLES M. FERNANDEZ 
                             --------------------------------------------------
                             Charles M. Fernandez
                             Chairman of the Board, Chief Executive Officer, and
                             President



Dated:   October 28, 1998





                                       12
<PAGE>   13


                                  EXHIBIT INDEX

     Exhibit        Description
----------------    -----------------------------------------------------------
      21.1*         Subsidiaries of the Company

      23.1*         Consent of Ernst & Young LLP

      23.2*         Consent of Deloitte & Touche LLP

      27.1*         Financial Data Schedule

--------------------------

*        Previously filed