##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-K/A
 Amendment No. 1
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended: June 30, 2007
 OR
 o
    
    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: 001-12115
 CONTINUCARE CORPORATION
  Florida
(State or other jurisdiction of 
incorporation or organization)
    
    59-2716023
(I.R.S. Employer
Identification No.)
 7200 Corporate Center Drive,
Suite 600
Miami, Florida 33126
 (305) 500-2000
  Title of each class
    
    Name of each exchange on which registeredCOMMON STOCK
    
    AMERICAN STOCK EXCHANGE$.0001 PAR VALUE
 None
 o þ
 o þ
 þ o
 þ
  o þ o
 o þ




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##### 



CONTINUCARE CORPORATION
ANNUAL REPORT ON FORM 10-K/A
FOR THE YEAR ENDED JUNE 30, 2007
 TABLE OF CONTENTS
 PAGEPART IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    3Item 11.
    
    Executive Compensation
    
    
    6Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
    
    
    14Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    16Item 14.
    
    Principal Accounting Fees and Services
    
    
    17PART IVItem 15.
    
    Exhibits and Financial Statement Schedules
    
    
    17Signatures
    
    
    19Ex-31.1 Section 302 Certification of CEOEx-31.2 Section 302 Certification of CFO
  2




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##### Table of Contents



PART III
 
 ITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 (a) Identification of Directors
  Name
    
    AgeRichard C. Pfenniger, Jr.
    
    
    52Luis Cruz, M.D.
    
    
    46Robert J. Cresci
    
    
    63Neil Flanzraich
    
    
    64Phillip Frost, M.D.
    
    
    70Jacob Nudel, M.D.
    
    
    59A. Marvin Strait
    
    
    73
  Richard C. Pfenniger, Jr.
 Luis Cruz, M.D.
 Robert J. Cresci
 Neil Flanzraich
 3




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##### Table of Contents



Phillip Frost, M.D.
 Jacob Nudel, M.D.
 A. Marvin Strait
 (b) Identification of Executive Officers
  Name
    
    Age
    
    PositionRichard C. Pfenniger, Jr.
    
    
    52
    
    
    Chairman of the Board, Chief Executive Officer and PresidentFernando L. Fernandez
    
    
    46
    
    
    Senior Vice President  Finance, Chief Financial Officer,
Treasurer and SecretaryLuis H. Izquierdo
    
    
    52
    
    
    Senior Vice President  Marketing and Business DevelopmentGemma Rosello
    
    
    51
    
    
    Executive Vice President  OperationsLuis Cruz, M.D
    
    
    46
    
    
    Vice Chairman of the Board
   Fernando L. Fernandez
 Luis H. Izquierdo
 4




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##### Table of Contents



Gemma Rosello
 (c) Identification of Certain Significant Employees
  (d) Family Relationships
  (e) Business Experience
   (f) Involvement in Certain Legal Proceedings
  (g) Promoters and Control Persons
  (h) and (i) Audit Committee and Audit Committee Financial Expert
  (j) Procedures for Stockholder Nominations to Continucares Board of Directors
  5




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##### Table of Contents



Section 16(a) Beneficial Ownership Reporting Compliance
   Code of Conduct and Ethics
  
 ITEM 11.
    
    EXECUTIVE COMPENSATION
 Compensation Discussion and Analysis
 Overview of Compensation Program
    Compensation Philosophy and Objectives
  6




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Role of Executive Officers in Compensation Decisions
  Named Executive Officer Compensation Components
    Base Salary
  7




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Long-Term Equity Incentive Compensation
    Annual Cash Incentive Program
 8




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##### Table of Contents



Other Compensation and Benefits
  Internal Revenue Code Limits on Deductibility of Compensation
   Compensation Committee Report
 The following Report of the Compensation Committee does not constitute soliciting material and
should not be deemed filed or incorporated by reference into any other Company filing under the
Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company
specifically incorporates this Report by reference therein.
  9




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##### Table of Contents



Compensation of Named Executive Officers
 Summary Compensation Table-Fiscal 2007
  Change inPensionValue andNonqualifiedNon-Equity
    
    DeferredStock
    
    Option
    
    Incentive Plan
    
    Compensation
    
    All OtherName and Principal Position
    
    Fiscal Year
    
    Salary
    
    Bonus
    
    Awards
    
    Awards(2)
    
    Compensation
    
    Earnings
    
    Compensation(3)
    
    TotalRichard C. Pfenniger, Jr.,
Chairman of the Board,
President and Chief
Executive Officer
    
    
    2007
    
    
    $
    346,077
    
    
    
    
    
    
    
    
    
    
    $
    259,195
    
    
    
    
    
    
    
    
    
    
    $
    14,312
    
    
    $
    619,584Gemma Rosello, 
Executive Vice
President Operations
    
    
    2007
    
    
    $
    211,596
    
    
    
    
    
    
    
    
    
    
    $
    146,004
    
    
    
    
    
    
    
    
    
    
    $
    13,416
    
    
    $
    371,016Fernando L. Fernandez,
Senior Vice
President-Finance, Chief
Financial Officer, Treasurer
and Secretary
    
    
    2007
    
    
    $
    198,038
    
    
    
    
    
    
    
    
    
    
    $
    273,951
    
    
    
    
    
    
    
    
    
    
    $
    14,312
    
    
    $
    486,301Luis H. Izquierdo, Senior
Vice President-Marketing and
Business Development
    
    
    2007
    
    
    $
    218,789
    
    
    
    
    
    
    
    
    
    
    $
    127,883
    
    
    
    
    
    
    
    
    
    
    $
    11,956
    
    
    $
    358,628Luis Cruz, M.D.(1)Vice Chairman of the Board
of Directors
    
    
    2007
    
    
    $
    168,750
    
    
    
    
    
    
    
    
    
    
    $
    50,775
    
    
    
    
    
    
    
    
    
    
    $
    10,969
    
    
    $
    230,494
 
 (1)
    
    Dr. Cruz was not employed by Continucare during all of the fiscal year ended June 30,
2007. Information regarding the compensation of Dr. Cruz set forth above relates only to the
portion of the fiscal year ended June 30, 2007 during which he was employed by Continucare. In
connection with Continucares acquisition of the MDHC Companies, Continucare entered into a
one-year employment agreement with Dr. Cruz effective
October 1, 2006 pursuant to which Dr. Cruz was employed as Vice Chairman of Continucares Board of Directors at an annual salary of
$225,000. The employment agreement for Dr. Cruz expired on October 1, 2007 and was not
renewed. Dr. Cruz is no longer an employee of Continucare although he continues to serve on the
Board of Directors.(2)
    
    Represents the dollar amount recognized for financial statement reporting purposes for the
fiscal year ended June 30, 2007, in accordance with FAS 123(R), without taking into account an
estimate of forfeitures related to service-based vesting, of stock option grants, including amounts
from awards granted prior to Fiscal 2007. Assumptions used in the calculation of these amounts are
included in footnote 7 to Continucares audited financial statements for the fiscal year ended June
30, 2007 included in Continucares Annual Report on Form 10-K filed with the Securities and
Exchange Commission on September 12, 2007. There were no forfeitures during Fiscal 2007.
Additional information regarding these stock options awarded to the Named Executive Officers in
Fiscal 2007, including the grant date fair value of such stock options, is set forth in the Grants
of Plan-Based Awards  Fiscal 2007 table below. 10




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(3)
    
    Includes the amount of the insurance premiums paid by Continucare on behalf of the Named
Executive Officers that exceed the insurance premiums paid by Continucare on behalf of its
non-executive employees, and also includes car allowances of $6,231 paid to each of Ms. Rosello and
Mr. Izquierdo,. Grants of Plan-Based Awards  Fiscal 2007
  All Other
    
    All OtherStock
    
    Option
    
    ExerciseAwards
    
    Awards:
    
    or Base
    
    Grant DateEstimated Possible Payouts Under
    
    
    
    
    
    
    
    
    
    
    
    
    
    Number of
    
    Number of
    
    Price of
    
    Fair ValueNon-Equity Incentive Plan
    
    Estimated Future Payouts Under
    
    Shares of
    
    Securities
    
    Option
    
    of StockGrant
    
    Awards(1)
    
    Equity Incentive Plan Awards
    
    Stock
    
    Underlying
    
    Awards
    
    and OptionName
    
    Date
    
    Threshold
    
    Target
    
    Maximum
    
    Threshold
    
    Target
    
    Maximum
    
    or units
    
    Options(2)
    
    ($ / Sh)
    
    Awards(3)Richard C.
Pfenniger, Jr.
    
    
    9/12/06
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    $
    2.77
    
    
    $
    228,000Gemma Rosello
    
    
    9/12/06
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    75,000
    
    
    $
    2.77
    
    
    $
    114,000Fernando Fernandez
    
    
    9/12/06
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    $
    2.77
    
    
    $
    76,000Luis Izquierdo
    
    
    9/12/06
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    $
    2.77
    
    
    $
    38,000Luis Cruz, M.D.
    
    
    10/1/06
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000
    (4)
    
    $
    2.59
    
    
    $
    140,000
 
 (1)
    
    Represents the estimated possible payouts of cash awards under Continucares
annual incentive plan which is tied to financial performance goals. No cash awards were made under
the formula-based component of Continucares annual incentive plan for Fiscal 2007 as reflected
under Non-Equity Incentive Plan Compensation in the Summary Compensation Table above.
Continucares annual incentive plan is more fully described in the Compensation Discussion and
Analysis section beginning on page 6. No threshold payment is disclosed because no payments would
be payable under the annual incentive plan until pre-tax profits exceed the threshold amount. Further, no
target amount is provided because no target amounts were established and no maximum amount is
presented because this plan does not limit the maximum potential payout.(2)
    
    All options are to purchase shares of Continucares common stock granted
under Continucares Amended and Restated 2000 Stock Option Plan. Each grant vests 25% over the
first four years from the date of grant.(3)
    
    Represents the grant date fair value computed in accordance with FAS 123(R).(4)
    
    Dr. Cruz was awarded options to acquire 100,000 shares of Continucares common
stock par value $.0001 per share pursuant to his employment agreement with Continucare effective
October 1, 2006 in connection with Continucares acquisition of the MDHC Companies. 11




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Outstanding Equity Awards at Fiscal Year-End  2007
  Option AwardsEquityIncentivePlan Awards:Number of
    
    Number of
    
    Number ofSecurities
    
    Securities
    
    SecuritiesUnderlying
    
    Underlying
    
    UnderlyingUnexercised
    
    Unexercised
    
    Unexercised
    
    Option
    
    OptionOptions
    
    Options
    
    Unearned
    
    Exercise
    
    ExpirationName
    
    Exercisable
    
    Unexercisable
    
    Options
    
    Price
    
    DateRichard C. Pfenniger, Jr.
    
    
    821,970
    
    
    
    
    
    
    
    
    
    
    $
    0.66
    
    
    
    10/1/1350,000
    
    
    
    150,000
    (1)
    
    
    
    
    
    
    2.42
    
    
    
    12/6/1537,500
    
    
    
    112,500
    (2)
    
    
    
    
    
    
    2.77
    
    
    
    9/12/16
    
    
    
    150,000
    (3)
    
    
    
    
    
    
    2.51
    
    
    
    9/11/17Gemma Rosello
    
    
    50,000
    
    
    
    50,000
    (4)
    
    
    
    
    
    $
    2.69
    
    
    
    5/26/1518,750
    
    
    
    56,250
    (1)
    
    
    
    
    
    
    2.42
    
    
    
    12/6/1518,750
    
    
    
    56,250
    (2)
    
    
    
    
    
    
    2.77
    
    
    
    9/12/16
    
    
    
    75,000
    (3)
    
    
    
    
    
    
    2.51
    
    
    
    9/11/17Fernando L. Fernandez
    
    
    350,000
    
    
    
    
    
    
    
    
    
    
    $
    1.98
    
    
    
    6/14/1418,750
    
    
    
    56,250
    (1)
    
    
    
    
    
    
    2.42
    
    
    
    12/6/1512,500
    
    
    
    37,500
    (2)
    
    
    
    
    
    
    2.77
    
    
    
    9/12/16
    
    
    
    75,000
    (3)
    
    
    
    
    
    
    2.51
    
    
    
    9/11/17Luis H. Izquierdo
    
    
    300,000
    
    
    
    
    
    
    
    
    
    
    $
    1.51
    
    
    
    1/5/1418,750
    
    
    
    56,250
    (1)
    
    
    
    
    
    
    2.42
    
    
    
    12/6/156,250
    
    
    
    18,750
    (2)
    
    
    
    
    
    
    2.77
    
    
    
    9/12/16
    
    
    
    50,000
    (3)
    
    
    
    
    
    
    2.51
    
    
    
    9/11/17Luis Cruz, M.D.
    
    
    25,000
    
    
    
    75,000
    (5)
    
    
    
    
    
    $
    2.59
    
    
    
    10/2/16
 
 (1)
    
    Vests in four equal annual installments beginning on December 6, 2006.(2)
    
    Vests in four equal annual installments beginning on September 12, 2007.(3)
    
    Vests in four equal annual installments beginning on September 11, 2008.(4)
    
    Vests in four equal annual installments beginning on May 26, 2006.(5)
    
    75,000 unvested shares were cancelled in October 2007 upon termination of
employment. Option Exercises  Fiscal 2007
  Potential Payments upon Termination or Change-in-Control
  12




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Compensation of Directors
   Director Compensation  Fiscal 2007
  Changein PensionValue andNonqualifiedNon-Equity
    
    DeferredFees Earned or
    
    Stock
    
    Option
    
    Incentive Plan
    
    Compensation
    
    All OtherName
    
    Paid in Cash
    
    Awards
    
    Awards(1)
    
    Compensation
    
    Earnings
    
    Compensation
    
    TotalRobert J. Cresci
    
    $
    22,500
    
    
    
    
    
    
    $
    26,660
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    49,160Neil Flanzraich
    
    $
    20,000
    
    
    
    
    
    
    $
    26,608
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    46,608Phillip Frost, M.D.
    
    $
    22,500
    
    
    
    
    
    
    $
    26,660
    
    
    
    
    
    
    
    
    
    
    $
    45,000
    (2)
    
    $
    94,160Jacob Nudel, M.D.
    
    $
    20,000
    
    
    
    
    
    
    $
    26,660
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    46,660A. Marvin Strait
    
    $
    25,000
    
    
    
    
    
    
    $
    28,520
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    53,520
 
 (1)
    
    Represents the dollar amount recognized for financial statement reporting
purposes for the fiscal year ended June 30, 2007, in accordance with FAS 123(R), without taking
into account an estimate of forfeitures related to service-based vesting, of stock option grants,
including amounts from awards granted prior to Fiscal 2007. Assumptions used in the calculation of
these amounts are included in footnote 7 to Continucares audited financial statements for the
fiscal year ended June 30, 2007 included in Continucares Annual Report on Form 10-K filed with the
Securities and Exchange Commission on September 12, 2007. There were no forfeitures during Fiscal
2007. The grant date fair value of the stock option awards granted during Fiscal 2007 and computed
in accordance with FAS 123(R) was $1.07 per share. The table below sets forth the aggregate number
of stock options of each non-employee director outstanding as of June 30, 2007: 13




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Name
    
    Stock OptionsRobert J. Cresci
    
    
    165,000Neil Flanzraich
    
    
    65,000Phillip Frost, M.D.
    
    
    65,000Jacob Nudel, M.D.
    
    
    65,000A. Marvin Strait
    
    
    58,334
 
 (2)
    
    Represents the amount of a Hart-Scott-Rodino Antitrust Improvements Act filing fee paid by
Continucare on behalf of Dr. Frost on April 9, 2007 in connection with a filing relating to his
acquisition of Continucare common stock in a private transaction with a third party. Compensation Committee Interlocks and Insider Participation
  
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
  Name and Address
    
    Amount and Nature of
    
    Percent ofof Beneficial Owner
    
    Beneficial Ownership(1)
    
    Common Stock(2)Robert Cresci
    
    
    365,000
    (3)
    
    
    *c/o Pecks Management Partners, Ltd.
One Rockefeller Plaza
Suite 900
New York, NY 10020Luis Cruz, M.D.
    
    
    6,151,119
    (4) (12)
    
    
    8.8
    %3233 Palm Avenue
Hialeah, FL 33012Neil Flanzraich
    
    
    265,000
    (5)
    
    
    *4400 Biscayne Boulevard
Miami, FL 33137Phillip Frost, M.D
    
    
    24,394,801
    (6)
    
    
    34.8
    %4400 Biscayne Boulevard
Miami, FL 33137Fernando L. Fernandez
    
    
    400,000
    (7)
    
    
    *Luis H. Izquierdo
    
    
    343,750
    (7)
    
    
    *Jacob Nudel, M.D
    
    
    165,000
    (8)
    
    
    *One Isla Bahia Drive
Fort Lauderdale, FL 33316Richard C. Pfenniger, Jr
    
    
    1,552,500
    (9)
    
    
    2.2
    %Gemma Rosello
    
    
    106,250
    (7)
    
    
    *
 14




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##### Table of Contents



Name and Address
    
    Amount and Nature of
    
    Percent ofof Beneficial Owner
    
    Beneficial Ownership(1)
    
    Common Stock(2)A. Marvin Strait
    
    
    85,000
    (10)
    
    
    *2 North Cascade Avenue
Suite 1300
Colorado Springs, CO 80903Jose M. Garcia, Sr.
    
    
    5,380,204
    (11) (12)
    
    
    7.7
    %Carlos Garcia
    
    
    3,380,204
    (11) (12)
    
    
    4.8
    %Pecks Management Partners Ltd.
    
    
    6,511,584
    (13)
    
    
    9.3
    %One Rockefeller Plaza
Suite 900
New York, NY 10020All directors and executive officers
    
    
    33,828,420
    
    
    
    46.7
    %as a group (10 persons)
 
 *
    
    Less than one percent.(1)
    
    For purposes of this table, beneficial ownership is computed pursuant to Rule 13d-3
under the Securities Exchange Act of 1934 (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.(2)
    
    Based on 70,118,086 shares outstanding as of October 15, 2007.(3)
    
    Includes 165,000 shares of common stock underlying options that are currently exercisable or
exercisable within 60 days after October 15, 2007.(4)
    
    Luis Cruz, M.D. does not hold any shares of common stock in his individual name, but rather
may be deemed the beneficial owner of the shares of common stock held by Luis Cruz Irrevocable
Trust A, Luis Cruz Irrevocable Trust B, Luis Irrevocable Trust C and Luis Cruz Irrevocable
Trust D, of which trusts Dr. Cruz is the sole trustee. Includes 25,000 shares of common stock
underlying options that are currently exercisable or exercisable within 60 days after October
15, 2007 by Dr. Cruz.(5)
    
    Includes 65,000 shares of common stock underlying options that are currently exercisable or
exercisable within 60 days after October 15, 2007.(6)
    
    Includes (i) 23,110,488 shares owned beneficially through Frost Gamma Investments Trust; (ii)
819,313 shares beneficially owned through Frost Nevada Investments Trust; (iii) 400,000 shares of
stock owned directly by Dr. Frost and (iv) 65,000 shares of
common stock underlying options that
are currently exercisable or exercisable within 60 days after October 15, 2007.(7)
    
    Represents shares of common stock underlying options that are currently exercisable or
exercisable within 60 days after October 15, 2007.(8)
    
    Includes 65,000 shares of common stock underlying options that are currently exercisable or
exercisable within 60 days after October 15, 2007.(9)
    
    Includes 959,470 shares of common stock underlying options that are currently exercisable or
exercisable within 60 days after October 15, 2007.(10)
    
    Includes 58,334 shares of common stock underlying options that are currently exercisable or
exercisable within 60 days after October 15, 2007.(11)
    
    Includes 25,000 shares of common stock underlying options that are currently exercisable or
exercisable within 60 days after October 15, 2007.(12)
    
    On October 12, 2006, Jose M. Garcia, Sr., Carlos Garcia
and Luis Cruz Irrevocable Trust A, Luis Cruz Irrevocable Trust B,
Luis Cruz Irrevocable Trust C and Luis Cruz Irrevocable Trust D (the
Group),
collectively, as a group, filed a Schedule 13D with regard to the
shares of common stock beneficially owned by the Group.(13)
    
    The information set forth herein is based solely on the most recent Schedule(s) 13G/A filed
with the SEC by the entity and, accordingly, may not reflect their respective holdings as of
the date of this report. 15




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Securities Authorized For Issuance Under Equity Compensation Plans
  Number ofsecurities to be
    
    
    
    
    
    Number of securitiesissued upon
    
    Weighted average
    
    remaining available forexercise of
    
    exercise price of
    
    future issuanceoutstanding
    
    outstanding
    
    (excluding securitiesoptions, warrants
    
    options, warrants
    
    reflected in firstPlan Category
    
    and rights
    
    and rights
    
    column)Plans approved by shareholders
    
    
    5,240,054
    
    
    $
    1.94
    
    
    
    2,367,167Plans not approved by shareholders
    
    
    
    
    
    
    
    
    
    
    5,240,054
    
    
    $
    1.94
    
    
    
    2,367,167
 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
    16




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##### Table of Contents



ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
  2007
    
    
    2006Audit fees (a)
    
    $
    1,452,844
    
    
    $
    426,160Audit related fees (b)
    
    
    
    
    
    
    Tax fees (c)
    
    
    26,400
    
    
    
    67,292All other fees (d)
    
    
    
    
    
    
    $
    1,479,244
    
    
    $
    493,452
 
 (a)
    
    Audit fees consist of audit and review work performed in the
preparation of financial statements, including the Fiscal 2007 audit of
effectiveness of internal controls over financial reporting, as well as fees
related to technical accounting and auditing consultations, assistance with SEC
filings and audit procedures related to the Acquisition of the MDHC Companies.
The auditors were not required to audit the effectiveness of Continucares
internal controls over financial reporting in Fiscal 2006.(b)
    
    No audit related fees were incurred in Fiscal 2007 and 2006.(c)
    
    Tax fees consist of services provided for tax compliance, tax
advice and tax planning.(d)
    
    No other fees were incurred in Fiscal 2007 and 2006.   
 PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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##### Table of Contents



ExhibitNumber
    
    Description
    
    Method Filing31.1
    
    Certification of Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
    
    Filed herewith.31.2
    
    Certification of Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
    
    Filed herewith.
 18




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##### Table of Contents



SIGNATURES
  CONTINUCARE CORPORATIONDated: October 26, 2007
    By:
    /s/ Richard C. Pfenniger, Jr.RICHARD C. PFENNIGER, JR.Chairman of the Board, Chief Executive Officer
and President   SIGNATURE
    
    TITLE
    
    DATE/s/ Richard C. Pfenniger, Jr.

Richard C. Pfenniger, Jr.
    
    Chairman of the Board, Chief Executive
Officer,President and Director
(Principal Executive Officer)
    
    October 26, 2007/s/ Fernando L. Fernandez

Fernando L. Fernandez
    
    Senior Vice President  Finance, Chief
Financial Officer, Treasurer and Secretary
(Principal Financial and Accounting Officer)
    
    October 26, 2007/s/ Luis Cruz, M.D.

Luis Cruz, M.D.
    
    Vice Chairman of the Board and Director
    
    October 26, 2007/s/ Robert J. Cresci

Robert J. Cresci
    
    Director
    
    October 26, 2007/s/ Neil Flanzraich

Neil Flanzraich
    
    Director
    
    October 26, 2007/s/ Phillip Frost, M.D.

Phillip Frost, M.D.
    
    Director
    
    October 26, 2007/s/ Jacob Nudel, M.D.

Jacob Nudel, M.D.
    
    Director
    
    October 26, 2007/s/ A. Marvin Strait

A. Marvin Strait
    
    Director
    
    October 26, 2007
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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description31.1
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 20