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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, 2006
 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
    
    59-2716023(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    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 o þ
 o þ




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CONTINUCARE CORPORATION
ANNUAL REPORT ON FORM 10-K/A
FOR THE YEAR ENDED JUNE 30, 2006
 TABLE OF CONTENTS
 PAGEPART IIIItem 10.
    
    Directors and Executive Officers of the Registrant
    
    
    4Item 11.
    
    Executive Compensation
    
    
    7Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
    
    
    8Item 13.
    
    Certain Relationships and Related Transactions
    
    
    10Item 14.
    
    Principal Accounting Fees and Services
    
    
    10PART IVItem 15.
    
    Exhibits and Financial Statement Schedules
    
    
    11Signatures
    
    
    12EX-31.1 Section 302 CEO CertificationEX-31.2 Section 302 CFO CertificationEX-32.1 Section 906 CEO CertificationEX-32.2 Section 906 CFO Certification
  3




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PART III
 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 (a) Identification of Directors
  Name
    
    AgeRichard C. Pfenniger, Jr.
    
    
    51Luis Cruz, M.D
    
    
    45Robert J. Cresci
    
    
    62Neil Flanzraich
    
    
    63Phillip Frost, M.D.
    
    
    69Jacob Nudel, M.D.
    
    
    58A. Marvin Strait
    
    
    72
  Richard C. Pfenniger, Jr.
 Luis Cruz, M.D.
 Robert J. Cresci
 Neil Flanzraich
 Phillip Frost, M.D.
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##### Table of Contents



Jacob Nudel, M.D.
 A. Marvin Strait
 (b) Identification of Executive Officers
  Name
    
    Age
    
    PositionRichard C. Pfenniger, Jr.
    
    
    51
    
    
    Chairman of the Board, Chief Executive Officer and PresidentFernando L. Fernandez
    
    
    45
    
    
    Senior Vice President  Finance, Chief Financial Officer,
Treasurer and SecretaryLuis H. Izquierdo
    
    
    51
    
    
    Senior Vice President  Marketing and Business DevelopmentGemma Rosello
    
    
    50
    
    
    Executive Vice President  Operations
   Fernando
L. Fernandez
 Luis H. Izquierdo
 Gemma Rosello
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(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
  Section 16(a) Beneficial Ownership Reporting Compliance
   Code of Conduct and Ethics
  6




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ITEM 11. EXECUTIVE COMPENSATION
 Summary of Cash and Certain Other Compensation
   SUMMARY COMPENSATION TABLE
 Long-TermAnnual Compensation
    
    CompensationName and
    
    Fiscal
    
    
    
    
    
    
    
    
    
    Other Annual
    
    No. of Securities
    
    All OtherPrincipal Position
    
    Year
    
    Salary ($)
    
    Bonus ($)
    
    Compensation
    
    Underlying Options
    
    CompensationRichard C. Pfenniger, Jr.,
    
    
    2006
    
    
    
    328,327
    
    
    
    150,000
    
    
    
    0
    
    
    
    200,000
    (1)
    
    
    0Chairman of the Board, President
    
    
    2005
    
    
    
    313,788
    
    
    
    80,000
    
    
    
    0
    
    
    
    0
    
    
    
    0and Chief Executive Officer
    
    
    2004
    
    
    
    226,154
    
    
    
    0
    
    
    
    0
    
    
    
    1,200,000
    (2)
    
    
    0Gemma Rosello,
    
    
    2006
    
    
    
    197,827
    
    
    
    75,000
    
    
    
    0
    
    
    
    75,000
    (1)
    
    
    0Executive Vice President
    
    
    2005
    
    
    
    18,938
    
    
    
    0
    
    
    
    0
    
    
    
    100,000
    (5)
    
    
    0Operations
    
    
    2004
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Fernando L. Fernandez,
    
    
    2006
    
    
    
    188,769
    
    
    
    75,000
    
    
    
    0
    
    
    
    75,000
    (1)
    
    
    0Senior Vice President-Finance,
    
    
    2005
    
    
    
    180,692
    
    
    
    37,000
    
    
    
    0
    
    
    
    0
    
    
    
    0Chief Financial Officer, Treasurer
    
    
    2004
    
    
    
    9,000
    
    
    
    0
    
    
    
    0
    
    
    
    350,000
    (3)
    
    
    0and SecretaryLuis H. Izquierdo,
    
    
    2006
    
    
    
    214,062
    
    
    
    50,000
    
    
    
    (6)
    
    
    
    75,000
    (1)
    
    
    0Senior Vice
President-Marketing
    
    
    2005
    
    
    
    205,823
    
    
    
    37,000
    
    
    

(6)
    
    
    
    0
    
    
    
    0and Business Development
    
    
    2004
    
    
    
    101,415
    
    
    
    0
    
    
    
    (6)
    
    
    
    300,000
    (4)
    
    
    0
 
 (1)
    
    Stock options were awarded on December 6, 2005, vesting ratably over four years.(2)
    
    1,200,000 stock options were awarded on October 1, 2003, vesting ratably over three years.(3)
    
    350,000 stock options were awarded on June 14, 2004, vesting ratably over three years.(4)
    
    300,000 stock options were awarded on January 5, 2004, vesting ratably over three years.(5)
    
    100,000 stock options were awarded on May 26, 2005, vesting ratably over four years.(6)
    
    The total personal benefit provided is less than 10% of the total annual salary and bonus to
such officer. Option Grants During Fiscal 2006
  Individual Option Grants in Fiscal 2006Shares ofCommon
    
    
    
    
    
    
    
    
    
    
    
    
    
    Potential Realizable Value at AssumedStock
    
    % of Total
    
    
    
    
    
    
    
    
    
    Annual Rates of Stock PriceUnderlying
    
    Granted to
    
    Option
    
    Expiration
    
    Appreciation for Option Term(1)Name
    
    Options
    
    Employees
    
    Price ($)
    
    Date
    
    5%
    
    10%Richard C. Pfenniger, Jr.,
Chairman of the Board, President
and Chief Executive Officer
    
    
    200,000
    
    
    
    32
    %
    
    $
    2.42
    
    
    
    12/06/15
    
    
    $
    304,385
    
    
    $
    771,371Gemma Rosello
Executive Vice President-Operations
    
    
    75,000
    
    
    
    12
    %
    
    $
    2.42
    
    
    
    12/06/15
    
    
    $
    114,144
    
    
    $
    289,264Fernando L. Fernandez
Senior Vice President-Finance,
Chief Financial Officer, Treasurer
and Secretary
    
    
    75,000
    
    
    
    12
    %
    
    $
    2.42
    
    
    
    12/06/15
    
    
    $
    114,144
    
    
    $
    289,264Luis H. Izquierdo
Senior Vice President-Marketing
and Business Development
    
    
    75,000
    
    
    
    12
    %
    
    $
    2.42
    
    
    
    12/06/15
    
    
    $
    114,144
    
    
    $
    289,264
 
 (1)
    
    The dollar amounts set forth in these columns are the result of calculations at the 5%
and 10% rates set by the SEC, and therefore are not intended to forecast possible future
appreciation, if any, of the market price of the common stock. 7




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Option Exercises in 2006 and Year End Option Values
  Number of Securities
    
    Value of UnexercisedUnderlying Unexercised
Options
    
    In-the-Money Options atat June 30, 2006
    
    June 30, 2006(1)SharesAcquired on
    
    ValueName
    
    Exercise
    
    Realized
    
    Exercisable
    
    Unexercisable
    
    Exercisable
    
    UnexercisableRichard C. Pfenniger, Jr.
    
    
    303,030
    
    
    $
    533,333
    
    
    
    496,970
    
    
    
    600,000
    
    
    $
    1,138,061
    
    
    $
    1,022,000Gemma Rosello
    
    
    0
    
    
    $
    0
    
    
    
    25,000
    
    
    
    150,000
    
    
    $
    6,500
    
    
    $
    59,250Fernando L. Fernandez
    
    
    0
    
    
    $
    0
    
    
    
    233,333
    
    
    
    191,667
    
    
    $
    226,333
    
    
    $
    152,917Luis H. Izquierdo
    
    
    0
    
    
    $
    0
    
    
    
    200,000
    
    
    
    175,000
    
    
    $
    288,000
    
    
    $
    183,750
 
 (1)
    
    Market value of shares covered by in-the-money options on June 30, 2006, 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. Employment Agreements
  Director Compensation
   Compensation Committee Interlocks and Insider Participation
  
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
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Name and Address
    
    Amount and Nature of
    
    Percent ofof Beneficial Owner
    
    Beneficial Ownership(1)
    
    Common Stock(2)Robert Cresci
c/o Pecks Management Partners, Ltd.
One Rockefeller Plaza
Suite 900
New York, NY 10020
    
    
    340,000
    (3)
    
    
    *Luis Cruz, M.D.
3233 Palm Avenue
Hialeah, FL 33012
    
    
    6,221,666
    (4)
    
    
    8.9
    %Neil Flanzraich 
4400 Biscayne Boulevard
Miami, FL 33137
    
    
    240,000
    (5)
    
    
    *Phillip Frost, M.D.
4400 Biscayne Boulevard
Miami, FL 33137
    
    
    22,239,101
    (6)
    
    
    31.6
    %Fernando L. Fernandez
    
    
    252,083
    (7)
    
    
    *Luis H. Izquierdo
    
    
    218,750
    (7)
    
    
    *Jacob Nudel, M.D.
One Isla Bahia Drive
Fort Lauderdale, FL 33316
    
    
    140,000
    (8)
    
    
    *Richard C. Pfenniger, Jr.
    
    
    1,465,000
    (9)
    
    
    2.1
    %Gemma Rosello
    
    
    25,000
    (7)
    
    
    *A. Marvin Strait
2 North Cascade Avenue
Suite 1300
Colorado Springs, CO 80903
    
    
    60,000
    (10)
    
    
    *Jose M. Garcia, Sr.
    
    
    6,221,667
    (11)
    
    
    8.9
    %Carlos Garcia
    
    
    6,221,667
    (11)
    
    
    8.9
    %Pecks Management Partners Ltd. 
One Rockefeller Plaza
Suite 900
New York, NY 10020
    
    
    6,511,584
    (12)
    
    
    9.3
    %All directors and executive officers
as a group (10 persons)
    
    
    31,201,600
    
    
    
    43.3
    %
 
 *
    
    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 70,251,228 shares of common stock outstanding as of October 11, 2006.(3)
    
    Includes 140,000 shares of common stock underlying options that are currently exercisable or
exercisable within 60 days after October 11, 2006.(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.(5)
    
    Includes 40,000 shares of common stock underlying options that are currently exercisable or
exercisable within 60 days after October 11, 2006.(6)
    
    Includes (i) 21,279,788 shares of common stock owned beneficially through Frost Gamma Investments Trust; (ii)
819,313 shares of common stock beneficially owned through Frost Nevada Limited Partnership; (iii) 100,000
shares of common stock owned directly by Dr. Frost and (iv) 40,000 shares of common stock underlying
options that are currently exercisable or exercisable within 60 days after October 11, 2006.(7)
    
    Represents shares of common stock underlying options that are currently exercisable or
exercisable within 60 days after October 11, 2006.(8)
    
    Includes 40,000 shares of common stock underlying options that are currently exercisable or
exercisable within 60 days after October 11, 2006.(9)
    
    Includes 946,970 shares of common stock underlying options that are currently exercisable or
exercisable within 60 days after October 11, 2006.(10)
    
    Includes 33,334 shares of common stock underlying options that are currently exercisable or
exercisable within 60 days after October 11, 2006.(11)
    
    The information set forth herein is based solely on the most recent Schedule 13D filed with
the SEC by the individuals and, accordingly, may not reflect their respective holdings as of
the date of this report.(12)
    
    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. Securities Authorized For Issuance Under Equity Compensation Plans
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Number ofsecurities to beissued upon
    
    Weighted averageexercise of
    
    exercise price of
    
    Number ofoutstanding
    
    outstanding
    
    securitiesoptions, warrants
    
    options, warrants
    
    remaining availablePlan Category
    
    and rights
    
    and rights
    
    for future issuancePlans approved by
    shareholders
    
    
    4,823,054
    
    
    $
    1.83
    
    
    
    915,167Plans not approved 
    by shareholders
    
    
    0
    
    
    
    0
    
    
    
    0Total
    
    
    4,823,054
    
    
    $
    1.83
    
    
    
    915,167
 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
    
 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
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2006
    
    
    2005Audit fees
    
    $
    423,055
    
    
    $
    370,651Audit  related fees (a)
    
    
    
    
    
    
    Tax fees (b)
    
    
    67,292
    
    
    
    75,208All other fees
    
    
    3,105
    
    
    
    4,862$
    493,452
    
    
    $
    450,721
 
 (a)
    
    Audit-related fees consist of assurance and related services
reasonably related to the performance of the audit or review of our financial
statements and are not reported in the preceding category.(b)
    
    Tax fees consist of services provided for tax compliance, tax advice and tax planning.   
 PART IV
 
 ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
   31.1
    
    Section 302 Certification of Chief Executive Officer.31.2
    
    Section 302 Certification of Chief Financial Officer.32.1
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
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SIGNATURES
  CONTINUCARE CORPORATIONBy:
    /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  30, 2006/s/ Fernando L. Fernandez

Fernando L. Fernandez
    
    Senior Vice President  Finance, Chief
Financial Officer, Treasurer and
Secretary (Principal Financial and
Accounting Officer)
    
    October  30, 2006/s/ Luis Cruz, M.D.

Luis Cruz, M.D.
    
    Vice Chairman of the Board and Director
    
    October  30, 2006/s/ Robert J. Cresci

Robert J. Cresci
    
    Director
    
    October  30, 2006/s/ Phillip Frost, M.D.

Phillip Frost, M.D.
    
    Director
    
    October  30, 2006/s/ Neil Flanzraich

Neil Flanzraich
    
    Director
    
    October  30, 2006Jacob Nudel, M.D.
    
    Director/s/ A. Marvin Strait

A. Marvin Strait
    
    Director
    
    October  30, 2006
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EXHIBIT INDEX
 ExhibitNumber
    
    Description31.1
    
    Section 302 Certification of Chief Executive Officer.31.2
    
    Section 302 Certification of Chief Financial Officer.32.1
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 13