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                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                                 FORM 10-KSB/A
                                AMENDMENT NO. 2
 
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<C>             <S>
  (MARK ONE)
      [X]       ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE
                SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
                FOR THE FISCAL YEAR ENDED JUNE 30, 1996
     [  ]       TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
                SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
                FOR THE TRANSITION PERIOD FROM --------------- TO
                ---------------
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                          COMMISSION FILE NO. 0-21910
 
                            CONTINUCARE CORPORATION
                 (Name of small business issuer in its charter)
 
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<S>                                             <C>
                    FLORIDA                                        59-2716063
        (State or other jurisdiction of                         (I.R.S. Employer
         incorporation or organization)                       Identification No.)
          100 SOUTHEAST SECOND STREET                                33131
    (Address of Principal Executive Offices)                       (Zip Code)
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                                 (305) 350-7515
                (Issuer's Telephone Number, Including Area Code)
 
     This Amendment No. 2 to Form 10-KSB is being submitted solely to file
Continucare Corporation's financial data schedule with the Commission as Exhibit
27.
 
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                            CONTINUCARE CORPORATION
                                 FORM 10-KSB/A
                                AMENDMENT NO. 2
                        FISCAL YEAR ENDED JUNE 30, 1996
 
                               TABLE OF CONTENTS
 
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Item 13.   Exhibits and Reports on Form 8-K.............................................
SIGNATURE...............................................................................
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ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.
 
     (a) Exhibits
 
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EXHIBIT
NUMBER                                           DESCRIPTION
------       -----------------------------------------------------------------------------------
<C>     <C>  <S>
  1.1     -- Underwriting Agreement dated May 18, 1995 between the Company and First Equity
             Corporation of Florida. (3) (Exhibit 1)
  1.2     -- Series A Warrant Agreement. (3) (Exhibit 2)
  3.1     -- Restated Articles of Incorporation of Company, as amended. (1) (Exhibit 3.1)
  3.2     -- Restated Bylaws of Company. (1) (Exhibit 3.2)
  4.1     -- Form of certificate evidencing shares of Common Stock. (1) (Exhibit 4.1)
  4.2     -- Form of Series A Warrant. (1) (Exhibit 4.2)
  4.3     -- Unit Purchase Option Certificate dated May 18, 1995. (3) (Exhibit 3)
  5.1     -- Opinion of Berman Wolfe & Rennert, P.A. (2) (Exhibit 5.1)
 10.1     -- Employment Agreement dated as of July 21, 1994 by and between Company and Thomas
             Zotos. (1) (Exhibit 10.1)
 10.2     -- Employment Agreement dated as of July 21, 1994 by and between Company and Robert A.
             Stein. (1) (Exhibit 10.2)
 10.3     -- Purchase Agreement dated February 9, 1994 by and between Company and Frost Nevada
             Limited Partnership. (1) (Exhibit 10.6)
 10.4     -- Promissory Note dated February 9, 1994, in the principal amount of $500,000 issued
             by Company to Frost Nevada Limited Partnership. (1) (Exhibit 10.7)
 10.5     -- Warrant dated February 9, 1994 to purchase 500,000 shares of Company issued to
             Frost Nevada Limited Partnership. (1) (Exhibit 10.8)
 10.6     -- Memorandum and Registration Rights Agreement dated February 9, 1994 regarding
             issuance of 325,000 shares of Company Common Stock to Eric Stein. (1) (Exhibit
             10.9)
 10.7     -- Memorandum and Registration Rights Agreement dated February 9, 1994 regarding
             issuance of 520,000 shares of Company Common Stock to Richard B. Frost. (1)
             (Exhibit 10.10)
 10.8     -- Memorandum and Registration Rights Agreement dated February 9, 1994 regarding
             issuance of 505,000 shares of Company Common Stock to Mark J. Hanna. (1) (Exhibit
             10.11)
 10.9     -- Stock Restriction Agreements dated May 18, 1995 by and between the Company and each
             of Steven Adelman, Richard B. Frost, Frost Nevada Limited Partnership, Mark J.
             Hanna, Mark Politi, Jacqueline Simkin, Todd Slayton, Ronald Stein and Susan Stein,
             Robert Stein and Thomas Zotos. (3) (Exhibit 4)
 10.10    -- Employment Agreement dated October 31, 1994 by and between Company and Todd
             Slayton. (1) (Exhibit 10.13)
 10.11    -- Exchange Agreement dated December 30, 1994 by and between Company and Frost Nevada
             Limited Partnership. (1) (Exhibit 10.14)
 10.12    -- Promissory Note dated December 30, 1994 in the principal amount of $400,000 issued
             by the Company to Frost Nevada Limited Partnership. (1) (Exhibit 10.15)
 10.13    -- Subscription Agreement dated December 7, 1994 by and between Company and Jacqueline
             Simkin. (1) (Exhibit 10.16)
 10.14    -- Registration Rights Agreement dated December 7, 1994 by and between Company and
             Jacqueline Simkin. (1) (Exhibit 10.17)
 10.15    -- Agreement dated January 4, 1995 by and between Signs and Glassworks and Company.
             (1) (Exhibit 10.18)
 10.16    -- Commercial Lease dated August 20, 1993 by and between City Art and Company. (2)
             (Exhibit 10.19)
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<CAPTION>
EXHIBIT
NUMBER                                           DESCRIPTION
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<C>     <C>  <S>
 10.17    -- License Agreement dated February 18, 1994 by and between DC Comics and Company. (2)
             (Exhibit 10.20)
 10.18    -- License Agreement dated December 2, 1993 by and between Warner Bros. and Company.
             (2) (Exhibit 10.21)
 10.19    -- License Agreement dated October 1, 1994 by and between Viacom Consumer Products and
             Company. (2) (Exhibit 10.22)
 10.20    -- License Agreement dated July 8, 1994 by and between Lucasfilm Ltd. and Company. (2)
             (Exhibit 10.23)
 10.21    -- License Agreement dated March 1, 1993 by and between Paramount Licensing Group and
             Company. (2) (Exhibit 10.24)
 10.22    -- Memorandum regarding waiver of registration rights pursuant to Registration Rights
             Agreement dated February 9, 1994 between Company and Eric Stein. (2) (Exhibit
             10.25)
 10.23    -- Memorandum regarding waiver of registration rights pursuant to Registration Rights
             Agreement dated February 9, 1994 between Company and Richard B. Frost. (2) (Exhibit
             10.26)
 10.24    -- Memorandum regarding waiver of registration rights pursuant to Registration Rights
             Agreement dated February 9, 1994 between Company and Mark J. Hanna. (2) (Exhibit
             10.27)
 10.25    -- Memorandum regarding waiver of registration rights pursuant to Registration Rights
             Agreement dated February 9, 1994 between Company and Frost Nevada Limited
             Partnership. (2) (Exhibit 10.28)
 10.26    -- Memorandum regarding waiver of registration rights pursuant to Registration Rights
             Agreement dated December 7, 1994 between Company and Jacqueline Simkin. (2)
             (Exhibit 10.29)
 10.27    -- 1995 Stock Option Plan. (4) (Exhibit 10.30)
 10.28    -- Amendment to Employment Agreement between the Company and Tom Zotos dated as of
             September 11, 1996. (5)
 10.29    -- Amendment to Employment Agreement between the Company and Robert A. Stein dated as
             of September 11, 1996. (5)
 10.30    -- Amendment to Employment Agreement between the Company and Todd Slayton dated as of
             September 11, 1996. (5)
 10.31    -- Employment Agreement between the Company and Charles M. Fernandez dated as of
             September 11, 1996. (6) (Exhibit 10.36)
 10.32    -- Employment Agreement between the Company and Susan Tarbe dated as of September 23,
             1996.(7)
 10.33    -- Agreement and Plan of Merger by and among Continucare Corporation, Zanart
             Entertainment Incorporated and Zanart Subsidiary, Inc. dated August 9, 1996. (5)
             (Exhibit 2)
 21       -- Subsidiaries of the Company. (6) (Exhibit 21)
 27       -- Financial Data Schedule
 99.1     -- Continucare's Audited Consolidated financial statements for the period February 12,
             1996 (inception) to June 30, 1996.(7)
</TABLE>
 
     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) Registration Statement on Form SB-2, Securities Act File No.
     33-88580, filed with the Commission on January 17, 1995.
 
          (2) Amendment No. 1 to Registration Statement on Form SB-2, Securities
     Act File No. 33-88580, filed with the Commission on March 21, 1995.
 
          (3) Current Report on Form 8-K, dated May 18, 1995.
 
          (4) Form 10-KSB filed with the Commission on September 29, 1995.
 
          (5) Current Report Form 8-K dated August 9, 1996.
 
          (6) Form 10-KSB filed with the Commission on September 30, 1996.
 
          (7) Form 10-KSB filed with the Commission on October 21, 1996.
 
     (b) Reports on Form 8-K.
 
        None.
 
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                                   SIGNATURES
 
     In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has 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, Chief Executive Officer
                                                        and President
 
Date: October 31, 1996
 
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