<PAGE>   1
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
                                 FORM 10-KSB/A
                                AMENDMENT NO. 1
 
<TABLE>
<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
                _______________
</TABLE>
 
                          COMMISSION FILE NO. 0-21910
 
                            CONTINUCARE CORPORATION
                 (Name of small business issuer in its charter)
 
<TABLE>
<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)
</TABLE>
 
                                 (305) 350-7515
                (Issuer's Telephone Number, Including Area Code)
 
         Securities registered under Section 12(b) of the Exchange Act:

     COMMON STOCK, PAR VALUE $.0001 PER SHARE, UNITS AND SERIES A WARRANTS

         Securities registered under Section 12(g) of the Exchange Act:
                                     None.
 
     Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. 
Yes /X/ No / /
 
     Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will 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. / /
 
     The issuer's revenues for the fiscal year ended June 30, 1996 were
$2,503,506.
 
     The aggregate market value of the voting stock held by non-affiliates of
the issuer based on the last sale price of $10.50 of such common stock, as of
October 10, 1996, is $35,139,815.
 
     As of October 11, 1996, the Company had outstanding a total of 11,202,983
shares (the "Shares") of Common Stock, par value $.0001 per share (the "Common
Stock") and 920,000 Series A Warrants each of which entitles the holder thereof
to purchase one share of the Company's Common Stock at a purchase price of $6.00
per share at any time through May 10, 2000. Additionally, as of such date
Underwriter Options to purchase 80,000 Units remain outstanding and unexercised.
Each Underwriter Option entitles the holder thereof to purchase for $7.50,
through May 10, 2000, one share of Common Stock and one Series A Warrant
exercisable for one share of Common Stock at a price of $7.50 at any time
through May 10, 2000.
 
     Transitional Small Business Disclosure Format Yes / / No /X/
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>   2
 
                            CONTINUCARE CORPORATION
                                 FORM 10-KSB/A
                        FISCAL YEAR ENDED JUNE 30, 1996
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                                          PAGE
                                                                                          ----
<S>        <C>                                                                            <C>
Item 1.    Description of Business......................................................
Item 9.    Directors and Executive Officers of the Company..............................
Item 10.   Executive Compensation.......................................................
Item 11.   Security Ownership of Certain Beneficial Owners and Management...............
Item 12.   Certain Relationships and Related Transactions...............................
Item 13.   Exhibits and Reports on Form 8-K.............................................
SIGNATURES..............................................................................
</TABLE>
 
                                       ii
<PAGE>   3
 
ITEM 1.  DESCRIPTION OF BUSINESS
 
     On August 9, 1996, Zanart Entertainment Incorporated, a Florida corporation
("Zanart"), signed a definitive Agreement and Plan of Merger (the "Merger
Agreement") with Zanart Subsidiary, Inc. ("ZSI"), a wholly-owned subsidiary of
Zanart, and Continucare Corporation, a Florida corporation. Pursuant to the
Merger Agreement, on September 11, 1996 (the "Closing Date"), ZSI merged (the
"Merger") with and into Continucare Corporation. Upon the consummation of the
Merger, and pursuant to the terms of the Merger Agreement, (i) each issued and
outstanding share of common stock of Continucare Corporation converted into one
share of Zanart common stock, par value $.0001 per share (the "Common Stock"),
the separate existence of ZSI terminated and Continucare Corporation became a
wholly-owned subsidiary of Zanart, (ii) Zanart agreed to sell or otherwise
dispose of its assets (other than cash) and discharge all liabilities relating
to Zanart's existing licensing business prior to December 11, 1996 and (iii)
Zanart's Board of Directors and management became comprised of designees of
Continucare Corporation. On October 8, 1996, Zanart changed its corporate name
to "Continucare Corporation." All references herein to Zanart and the Zanart
Business refer to the historical licensing operations of Zanart before giving
effect to the Merger, and all references to Continucare or the Company and the
Continucare or the Company Business refer to the mental and physical
rehabilitation health care business of Continucare and its subsidiaries prior to
and after giving effect to the Merger.
 
CONTINUCARE BUSINESS
 
     Continucare develops and manages mental and physical rehabilitation health
care programs that offer a continuum of mental and physical rehabilitation
health services ranging from partial hospitalization care to day treatment and
outpatient services. Continucare offers a comprehensive mental health care
product line by providing the following types of services to general acute care
and psychiatric hospitals, community mental health centers ("CMHCs") and
comprehensive outpatient rehabilitation facilities ("CORFs"): clinical
development, marketing, financial management, operational oversight, human
resources support, quality assurance and outcome measurement. Through its
ability to organize and provide such services Continucare is able to develop and
manage for its clients the series of mental and physical rehabilitation health
care programs that comprise a continuum of mental and physical rehabilitation
health care services.
 
     At October 11, 1996, Continucare had management contracts with five general
acute care hospitals, one free-standing psychiatric hospital, 16 CMHCs, and one
CORF. As of such date, 22 of such contracts were in operation covering various
treatment programs.
 
     Continucare's strategy is to (i) continue to develop all elements of the
continuum of mental health and physical rehabilitation services provided to
existing and new clients, (ii) aggressively pursue new management contracts for
the provision of mental and physical health services, (iii) emphasize its
outcome measurement system ("Outcome Measurement System") as an additional
service and (iv) expand the types of services offered by it to include physical
and medical rehabilitation services, home health services and primary care
services.
 
ZANART BUSINESS
 
     Zanart designs, publishes, packages and markets wall decor and collectible
art which incorporate popular images from motion pictures, television and
animation. Zanart's products include framed art, matted prints, lithographs and
serigraphs, calendars, posters, blueprints, movie and television card portfolio
sets and animation sericels which are produced pursuant to licensing or other
agreements with entertainment companies. The images for the printed products are
provided to Zanart by the licensor or designed by Zanart, and the products are
printed, manufactured and framed for Zanart by manufacturers according to
Zanart's instructions and specifications. Zanart's product line consists of over
200 individual products. Zanart's products are sold through retail chain stores,
independent retail stores, catalogs and a television shopping network. The
future of Zanart's licensing business is subject to the terms of the Merger
Agreement as described below.
 
                                        1
<PAGE>   4
 
RECENT DEVELOPMENTS
 
     Pursuant to the Merger, on September 11, 1996, ZSI merged with and into
Continucare Corporation. Each share of pre-Merger Continucare common stock
issued and outstanding immediately prior to the Closing Date was converted on
the Closing Date into one share of Common Stock. Under the terms of the Merger
Agreement, Zanart agreed to sell or otherwise dispose of its assets (other than
cash) and discharge all liabilities relating to Zanart's existing licensing
business prior to December 11, 1996. In addition, upon the consummation of the
Merger (i) Zanart's existing Board of Directors and management resigned and (ii)
Zanart's new Board of Directors and management became comprised of Continucare
designees.
 
     The Merger Agreement contains various customary representations and
warranties of the parties thereto, and includes a post closing adjustment
provision requiring the issuance of a certain number of additional shares (the
"Additional Shares") of Common Stock to the holders of pre-Merger Continucare
common stock immediately prior to the Closing Date in the event that the Closing
Cash Balance (as such term is defined in the Merger Agreement) of the Company is
less than $2,000,000 on December 12, 1996.
 
     Prior to the Merger, Continucare effectuated the private sale of an
aggregate of 3,300,000 shares of pre-Merger Continucare common stock which was
completed on August 29, 1996. Further, Zanart agreed to register on Form S-3 (i)
an aggregate of 1,462,500 shares of Common Stock to be issued upon exercise of
outstanding warrants and options, (ii) the 8,300,000 shares of Common Stock
issued in connection with the Merger, and (iii) the Additional Shares.
 
CONTINUCARE STRATEGY
 
     Continucare's strategy is to (i) continue to develop all elements of the
continuum of mental health and physical rehabilitation services provided to
existing and new clients, (ii) aggressively pursue new management contracts for
the provision of mental and physical health services, (iii) emphasize its
Outcome Measurement System as an additional service and (iv) expand its types of
services offered to include physical and medical rehabilitation services, home
health services and primary care services.
 
  Continue to Develop the Continuum of Mental Health Services
 
     Continucare believes that institutional and professional providers of
mental health services must have the ability to offer a complete line of mental
health care services in order to operate mental health care programs that
satisfy the current and anticipated demands of managed care companies and other
third-party payors. The mental health industry is recognizing the need to
provide patients with an organized plan of treatment, from most intensive to
least intensive, in order to properly monitor and treat patients as they
progress. The development of mental health services beyond traditional inpatient
hospitalization has been a key focus in Continucare's efforts to provide
management services covering the full continuum of mental health services. Prior
to August 1996, Continucare focused only on the management of programs offering
outpatient mental health services. Since that time, it has expanded its
management services to cover additional elements of the continuum of mental
health services, including day treatment and intensive as well as traditional
and group oriented outpatient services.
 
  Add New Mental Health Management Contracts
 
     Continucare believes that there is a substantial opportunity to provide
mental health care contract management services to institutional and
professional mental health care providers. Continucare utilizes a systematic
approach to identify potential clients and then offers its services to these
potential clients by emphasizing its expertise in managing the continuum of
mental health services and the benefits to the potential clients of offering
mental health programs. Such benefits typically include increased revenue,
greater opportunity to allocate fixed expenses, expanded influence and outreach
to the community, improvement in the quality of mental health care programs
offered and the ability to attract new physicians. Continucare's sales efforts
also emphasize the value of quality, independently managed mental health
programs to managed care companies and other third-party payors.
 
                                        2
<PAGE>   5
 
     Continucare intends to offer its current line of mental health care
services to individual and group practitioners that provide traditional primary
and specialty health care services. This strategy is based on the results of
studies that have indicated that 70% or more of illnesses are psychosomatic in
nature. By adding mental health services to traditional primary and specialty
care practices, practitioners are able to provide a more coordinated and
comprehensive treatment program that addresses the mental and physical needs of
patients. The types of mental health services typically added to individual and
group practices include psycho-pharmacology, individual therapy, group therapy
and structured outpatient programs for mental health, addiction and other
disease-specific support issues. The professionals delivering these services
include:
 
     - Psychiatrists
     - Psychologists
     - Licensed Clinical Social Workers
     - Licensed Mental Health Counselors
     - Advanced Registered Nurse Practitioners
 
     Continucare is also currently expanding its target market to include
non-traditional sources of funding such as state and federal grant programs.
 
  Emphasize Continucare's Outcome Measurement System
 
     Continucare intends to continue to emphasize its Outcome Measurement
System, which provides outcome information regarding the effectiveness of a
provider's mental health and physical rehabilitation programs. The availability
of such information is intended to enable Continucare's clients to demonstrate
to third-party payors whether patients are improving as a result of the
treatment provided. It also provides Continucare and the client with a valuable
tool to compare clinical results and refine clinical treatment programs. With
the growth of managed care and its emphasis on effectiveness, Continucare
believes that its Outcome Measurement System will become a more important
component of the services it provides.
 
  Expand the Types of Services Offered by Continucare
 
     Continucare intends to expand its range of services offered to health care
providers to include physical and medical rehabilitation services, home health
services and primary care services. Such new areas of services share in common
(i) the need to provide a continuum of services that range from most intensive
to least intensive and (ii) the need for a system of development and management
support similar to that required by mental health related services. Continucare
believes that the same types of development and management services it offers to
mental health care providers are needed by providers offering physical and
medical rehabilitation services, home health services and primary care services.
Continucare further believes that its existing relationships with general acute
care hospitals and its medical directors serving clients under contract with
Continucare provide a significant opportunity for the development of the
aforementioned services. Continucare intends to utilize its marketing, outcome
measurement, utilization review and clinical management expertise to expand its
management of such services.
 
CONTINUCARE OPERATIONS
 
  General
 
     Continucare develops and manages mental and physical rehabilitation health
care programs that offer a continuum of mental and physical rehabilitation
health services ranging from partial hospitalization care to day treatment and
outpatient services. The development and management of such programs requires
the delivery to health care providers of the following types of services in a
consistent and efficient manner:
 
          Clinical Development -- Each health program has a team of personnel
     comprised of primary doctors, psychiatrists, therapists and nurses that are
     focused on the direct delivery of care to patients. Administrative
     personnel comprised of a program director, clinical coordinators, sales
     staff and secretaries are responsible for the management of specific
     programs as well as the entire continuum of programs
 
                                        3
<PAGE>   6
 
     being offered by a particular provider. Continucare offers the service of
     recruiting and training such personnel in addition to designing the
     particular program structure in which they operate.
 
          Community Outreach -- Health care providers rely almost exclusively on
     community service representatives to inform and educate the public about
     their respective mental and physical rehabilitation health programs.
     Community service representatives are responsible for identifying and
     developing patient referral sources in addition to developing a particular
     program's community development plan. The community service representative
     informs physicians, other professionals and nursing homes in the particular
     community of the treatment programs managed by Continucare in order to
     promote interest in such programs. Continucare offers the service of hiring
     and training community service representatives to successfully inform and
     educate the public about each type of outpatient health care program.
 
          Financial Management -- Providers of mental and physical
     rehabilitation health care services must address the same financial
     management concerns as any other business. Continucare has the ability to
     provide full-service financial management services to each of its clients.
     Continucare offers (directly and through leasing services) the following
     types of financial management services:
 
        - Physician Billing and Collecting
        - Other Outpatient Billing and Collecting
        - Partial Hospitalization Billing and Collections
        - Internal Auditing and Bill Compliance
        - Access to Accounts Receivable Financing
 
          Operational Oversight -- Continucare offers day-to-day operational
     oversight to each of the programs offered by mental and physical
     rehabilitation health care providers that comprise the continuum of health
     care services.
 
          Human Resources -- Continucare offers to its clients full human
     resources capabilities which include the recruiting, hiring and termination
     of all classes of health care professionals and staff. Continucare further
     develops training programs and policy and procedure manuals specific to the
     needs of health care providers. In addition, Continucare offers permanent,
     long-term and short-term employee leasing to its managed programs and other
     clients. Continucare offers to lease the following types of employees:
 
        - Psychologists
        - Physician Assistants
        - Advanced Registered Nurse Practitioners
        - Registered Nurses
        - Licensed Practical Nurses
        - Certified Nurse Assistants
        - Licensed Clinical Social Workers
        - Licensed Mental Health Counselors
        - Master Level Social Workers
        - Mental Health Technicians
        - Psychiatrists
        - Physical Therapists
 
          Quality Assurance -- Continucare offers ongoing training to each of
     the professionals and staff under its supervision to maintain the desired
     level of effectiveness of its programs. The Company also monitors the
     effectiveness of such training on an ongoing basis.
 
          Regulatory Compliance -- As further discussed below, health care
     providers are subject to an array of regulatory rules and guidelines.
     Continucare assists its clients during the developmental stage of mental
     and physical rehabilitation health programs in such matters as licensing,
     certificate of need approvals and Medicare/Medicaid certification.
     Continucare also provides the service of reviewing a particular provider's
     compliance with all applicable regulations and making recommendations to
     assure that such provider remains or becomes in compliance with such
     regulations.
 
                                        4
<PAGE>   7
 
          Outcome Measurement -- Continucare offers a clinical outcome
     measurement system that enables health providers to demonstrate clinical
     results to third-party payors and that assists clinicians in evaluating the
     effectiveness of treatment programs. Continucare began offering its Outcome
     Measurement System to health providers in July 1996. The Outcome
     Measurement System provides a qualitative and quantitative tool for
     clinical staff to evaluate the clinical effectiveness of the treatment
     programs and to make adjustments in the programs in order to improve
     quality and appropriateness of care. It also assists the client hospitals
     and health centers in complying with the increasing demands of regulatory
     and accrediting bodies for quality assessment of their outpatient health
     programs.
 
     The typical key indicators captured and evaluated include:
 
     - Functional level at admission
     - Average length of stay
     - Return to home or previous setting
     - Return to work
     - Readmission rates
     - Mortality rates
 
     Each of the above-listed types of data is captured on a diagnosis specific
     basis. This enables providers to tangibly differentiate their services from
     their competitors.
 
     Under the Outcome Management System, sample data is collected from randomly
selected patients at admission, during treatment, at discharge and 90 to 120
days after discharge. Semiannual outcome reports include a summary of patient
characteristics and outcome measures. A multi-disciplinary committee reviews and
analyzes the data in order to identify specific areas for program improvement. A
regional clinical consultant then prepares an implementation plan. Program
improvements implemented through this process are evaluated for use at other
treatment programs managed by Continucare. Continucare trains and supervises
on-site personnel to ensure the collection of accurate outcome measurement data.
 
     The services provided by the Outcome Management System enable the client
hospitals to demonstrate to third-party payors the results of the treatment
provided. At October 11, 1996, approximately 20% of Continucare's management
contracts included the Outcome Management System.
 
MANAGEMENT CONTRACTS
 
     Continucare provides its development and management services under
contracts with client hospitals and community mental health centers. Continucare
tailors (or customizes) each contract to address the differing needs of each
client and the anticipated needs of such client's patients. Continucare and the
client determine the mental and physical rehabilitation health programs and
services to be offered, which may consist of one or more treatment programs
offering partial hospitalization, day treatment or outpatient services.
 
     Under each contract, Continucare receives a fee for its services provided
to or on behalf of the client. The fees received by Continucare are fixed and
are often subject to periodic adjustments as a result of changes in the medical
consumer price index.
 
THE OUTPATIENT HEALTH CARE CONTINUUM
 
     Through its ability to deliver services described above, Continucare offers
mental health care providers the structure and management of a complete
continuum of mental and physical rehabilitation health care services ranging
from partial hospitalization care to day treatment and outpatient services.
 
  Partial Hospitalization
 
     Partial hospitalization services are provided for limited periods per day
at established intervals with the patient returning home at the conclusion of
each day's treatment. Partial hospitalization services are designed to be both
an alternative to inpatient hospitalization services and a key component of care
following inpatient hospitalization. Continucare successfully operates over
twenty partial hospitalization programs in four states.
 
                                        5
<PAGE>   8
 
Continucare operates under two partial hospitalization models. The primary model
is a freestanding program licensed as a full service CMHC. This model enables
Continucare not only to provide partial hospitalization services but also to
provide, manage or contract for the following types of services:
 
     - 24 Hour Crisis Response
     - Crisis Stabilization Beds
     - Structured/Intensive Outpatient Programs
     - Counseling and Education
 
     The second model is a partial hospitalization program operating under a
hospital license. These programs deliver the same services as provided to CMHCs,
but in a hospital or hospital campus location subject to hospital regulations.
 
  Day Treatment
 
     Continucare has recently expanded beyond the partial hospitalization
business to include day treatment services. These programs serve as step-down
alternatives to patients that no longer require the more extensive treatment
provided under partial hospitalization programs. This treatment model assists
patients in transitioning back into their communities. Additionally, this
treatment model seeks to prevent patients from regressing, thus reducing the
number of expensive inpatient psychiatric hospital admissions. The Company
currently operates two day treatment programs and anticipates opening twelve day
treatment programs in the next twelve months.
 
  Outpatient Services
 
     Outpatient services consist generally of consultative sessions which can be
rendered in a variety of individual or group settings at various locations,
including hospitals, clinics or the offices of mental health providers.
Outpatient service providers can also serve as gatekeepers for persons being
evaluated for treatment. Once an individual is assessed for treatment in an
outpatient environment, the individual is provided the appropriate level of
service in relation to the diagnosis. Continucare provides outpatient services
to hospitals, physicians, assisted living facilities, skilled nursing facilities
and CMHCs.
 
  Physical Rehabilitation Services
 
     As part of its commitment to the total continuum of outpatient care,
Continucare manages a certified CORF, which provides a wide range of outpatient
rehabilitation services and programs to individuals with disabilities and
illnesses, including orthopedic, neurological and neuromuscular diseases and
other conditions. CORFs provide diagnostic, therapeutic and restorative services
to individuals on an outpatient basis under the direction of a medical doctor.
The multitude of illnesses and injuries capable of being treated at a CORF
include amputation, arthritis, stroke, neck and lower back pain, sports
injuries, neuromuscular disease, orthopedic and neurological conditions and
peripheral nerve injuries.
 
COMPETITION
 
     The mental and physical rehabilitation health contract management services
industry is highly competitive. Continucare competes with several national
competitors and many regional and local competitors, some of which have
substantially greater resources than Continucare. In addition, providers may
elect to manage their own mental health programs.
 
     Competition among contract managers for mental and physical rehabilitation
health programs is generally based upon reputation, price, the ability to
provide financial and other benefits for the particular provider, and the
management expertise necessary to enable the provider to offer mental and
physical rehabilitation health programs that provide the full continuum of
mental and physical rehabilitation health services in a quality and
cost-effective manner. The pressure to reduce health care expenditures has
emphasized the need to manage the appropriateness of health services provided to
patients. As a result, competitors without management experience covering the
various levels of the continuum of mental and
 
                                        6
<PAGE>   9
 
physical rehabilitation health services may not be able to compete successfully.
Continucare believes that it will be able to compete in this rapidly changing
market.
 
GOVERNMENT REGULATION
 
  General
 
     Continucare's business is affected by federal, state and local laws and
regulations concerning, among other matters, mental health facilities and
reimbursement for mental health services. These regulations impact the
development and operation of mental and physical rehabilitation health programs
managed by Continucare for its clients. Licensing, certification, reimbursement
and other applicable government regulations vary by jurisdiction and are subject
to periodic revision. Continucare is not able to predict the content or impact
of future changes in laws or regulations affecting the mental and physical
rehabilitation health industry.
 
  Mental and Physical Rehabilitation Health Facility Use and Certification
 
     The facilities of institutional and professional providers are subject to
various federal, state and local regulations, including facilities use,
licensure and inspection requirements, and licensing or certification
requirements of federal, state and local health agencies. Many states also have
certificate of need laws intended to avoid the proliferation of unnecessary or
under-utilized health care services and facilities. The mental and physical
health programs which Continucare manages are also subject to licensure and
certification requirements. Continucare assists its clients in obtaining and
renewing required approvals for its managed programs. Some approval processes
may lengthen the time required for new programs to commence operations. In
granting and renewing a facility's licenses, governmental agencies generally
consider, among other factors, the physical condition of the facility, the
qualifications of administrative and professional staff, the quality of
professional and other services, and the continuing compliance of such facility
with the laws and regulations applicable to its operations. Continucare believes
that the mental and physical health programs it manages and the facilities used
in its operation of such programs comply in all material respects with
applicable licensing and certification requirements.
 
  Reimbursement for Mental and Physical Rehabilitation Health Services
 
     Most of Continucare's clients receive reimbursement under one or more of
the Medicare or Medicaid programs for mental and physical rehabilitation health
services provided in programs managed by Continucare. Continucare is paid
directly by its clients for the management services it provides. While fees paid
to Continucare by its clients are not subject to or based upon reimbursement
under the Medicare or Medicaid programs or from any other third-party payor,
under a limited number of its management contracts Continucare is obligated to
refund a portion of its fee if either Medicare denies reimbursement for an
individual patient treatment or if the fee paid to Continucare is denied by
Medicare as a reimbursable cost (which may result from retroactive adjustments
under such programs). In order to receive reimbursement under the Medicare or
Medicaid programs, each facility must meet applicable requirements promulgated
by the United States Department of Health and Human Services relating to the
type of facility, personnel, standards of patient care and compliance with all
state and local laws, rules and regulations. Continucare believes that the
programs it manages comply in all material respects with applicable Medicare or
Medicaid requirements.
 
     In the mid-1980's, changes in reimbursement rates and procedures included
the creation of the Medicare prospective payment system using predetermined
reimbursement rates for diagnosis related groups ("DRGs"). The DRG system
established fixed payment amounts per discharge for diagnoses generally provided
by acute care hospitals. Mental health services provided by acute care hospitals
which qualify for an exemption are deemed to be distinct part units ("DPUs") and
are not included in the DRG system. Services provided by DPUs are reimbursed on
an actual cost basis, subject to certain limitations. The Company believes that
the mental and physical health programs managed by it which are eligible for
reimbursement under the Medicare program currently meet the applicable
requirements for designation as DPUs and are exempt from the DRG system. In the
future, however, it is possible that Medicare reimbursement for mental
 
                                        7
<PAGE>   10
 
and physical health services, including those provided by programs managed by
Continucare, could be under the DRG system or otherwise altered. Since a
substantial portion of the patients of the programs managed by Continucare are
covered by Medicare, any changes which limit or reduce Medicare reimbursement
levels could have a material adverse effect on Continucare's clients and, in
turn, on Continucare.
 
     Federal law contains certain provisions designed to ensure that services
rendered by providers to Medicare and Medicaid patients are medically necessary
and meet professionally recognized standards. These provisions include a
requirement that treatment of Medicare and Medicaid patients must be reviewed in
a timely manner to determine the medical necessity of such treatment. In
addition, these provisions state that a provider may be required by the federal
government to reimburse the government for the cost of Medicare-reimbursed
services that are determined by a peer review organization to have been
medically unnecessary. Continucare and its clients have developed and
implemented quality assurance programs and procedures for utilization review and
retrospective patient care evaluation intended to meet these requirements.
 
  Patient Referral Laws
 
     Various federal and state laws regulate the relationships between health
care providers and referral sources, including federal and state fraud and abuse
laws prohibiting individuals and entities from knowingly and willfully offering,
paying, soliciting or receiving remuneration in order to induce referrals for
the furnishing of health care services or items. These federal laws generally
apply only to referrals for items or services reimbursed under the Medicare or
Medicaid programs or any state health care program. The objective of these laws
is generally to ensure that the purpose of a referral is quality of care and not
monetary gain by the referring party.
 
     In addition, federal and some state laws impose restrictions on referrals
for certain designated health services by physicians and, in a few states,
psychologists and other mental health care professionals to entities with which
they have financial relationships. Continucare believes that its operations
comply with these restrictions to the extent applicable, although no assurances
can be given regarding compliance in any particular factual situation. Federal
legislation has been considered to expand current law from its application to
Medicare and Medicaid business to all payors and to additional health services.
Certain states are considering adopting similar restrictions or expanding the
scope of existing restrictions. There can be no assurance that the federal
government or other states in which Continucare operates will not enact similar
or more restrictive legislation or restrictions that could under certain
circumstances adversely impact Continucare's operations.
 
     Under a significant number of its management contracts, Continucare
receives a flat fee for its services. In addition, Continucare has entered into
agreements with physicians to serve as medical directors at the mental health
programs and facilities managed by Continucare, which generally provide for
payments to such persons by Continucare as compensation for their administrative
services. These medical directors also generally provide professional services
at such mental health programs and facilities. In 1991, regulations were issued
under federal fraud and abuse laws creating certain "safe harbors" for
relationships between health care providers and referral sources. Any
relationship that satisfies the terms of the safe harbor is considered
permitted.
 
     Violations of these laws can result in felony criminal penalties, civil
sanctions and exclusion from participation in the Medicare and Medicaid
programs.
 
  Health Care Reform
 
     Federal and state governments have recently focused significant attention
on health care reform intended to control health care costs and to improve
access to medical services for uninsured individuals. These proposals include
cutbacks to the Medicare and Medicaid programs and steps to permit greater
flexibility in the administration of Medicaid. It is uncertain at this time what
legislation on health care reform may ultimately be enacted or whether other
changes in the administration or interpretation of governmental health care
programs will occur. There can be no assurance that future health care
legislation or other changes in the administration or interpretation of
governmental health care programs will not have a material adverse effect on
Continucare's business, financial condition or results of operations.
 
                                        8
<PAGE>   11
 
FACILITIES
 
     Continucare leases approximately 13,000 square feet of space for its
corporate offices in Miami, Florida under a lease expiring in September 2001.
 
EMPLOYEES
 
     At October 11, 1996, Continucare employed approximately 200 individuals and
managed approximately 150 individuals providing services on behalf of
Continucare. Continucare has no collective bargaining agreement with any unions
and believes that its overall relations with its employees are good. In
addition, at October 11, 1996, Continucare had administrative contacts with
approximately 45 physicians to serve as medical directors for the programs
managed by Continucare.
 
INSURANCE
 
     Continucare carries general liability, comprehensive property damage,
malpractice, workers' compensation and other insurance coverages that management
considers adequate for the protection of Continucare's assets and operations.
There can be no assurance, however, that the coverage limits of such policies
will be adequate. A successful claim against Continucare in excess of its
insurance coverage could have a material adverse effect on Continucare.
 
ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
 
     The executive officers and directors of the Company are as follows:
 
<TABLE>
<CAPTION>
                     NAME                    AGE                  POSITION
    ---------------------------------------  ---   ---------------------------------------
    <S>                                      <C>   <C>
    Charles M. Fernandez...................  34    Chairman of the Board, Chief Executive
                                                     Officer and President
    Dr. Phillip Frost......................  60    Vice Chairman of the Board
    Susan Tarbe............................  40    Executive Vice President and General
                                                     Counsel
    Arthur M. Goldberg.....................  54    Director
    Richard B. Frost.......................  47    Director
    Mark J. Hanna..........................  47    Director
    Dr. Michael C. Piercey.................  51    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. Prior to founding
Continucare, Mr. Fernandez was the Executive Vice President and Director of
Heftel Broadcasting Corporation, a public company owning a network of radio
stations, since 1985. Mr. Fernandez has also been an officer of Bally
Entertainment Corporation since January 1996.
 
     PHILLIP FROST, M.D. has served as the Vice Chairman of Continucare since
September 1996. Dr. Frost has served, since 1987, as Chairman of the Board and
Chief Executive Officer of IVAX Corporation, a Florida corporation ("IVAX"), the
world's largest generic pharmaceutical manufacturer. He served as IVAX's
President from July 1991 until January 1995. Dr. Frost also serves as Vice
Chairman of the Board of Pan American World Airways, Inc. He was the Chairman of
the Department of Dermatology at Mt. Sinai Medical Center of Greater Miami,
Miami Beach, Florida from 1990 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. ("NAV"), and a Director
of American Exploration Company, which is engaged in oil and gas exploration and
production, NaPro BioTherapeutics, Inc., a biopharmaceutical research and
development firm ("NaPro"), Whitman Education Group, which is engaged in
proprietary education ("Whitman") 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.
 
                                        9
<PAGE>   12
 
     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. From August 1984 to
August 1985, Ms. Tarbe was a law clerk to the Honorable William M. Hoeveler,
U.S. District Judge for the Southern District of Florida.
 
     ARTHUR M. GOLDBERG has served as a Director of Continucare since September
1996. Mr. Goldberg for the past five years has been Chairman of the Board of
Directors, Chief Executive Officer and President of Bally Entertainment Corp,
Chairman of the Board of Directors, President and Chief Executive Officer of
Bally's Casino Holdings, Inc., Chairman of the Board of Directors and Chief
Executive Officer of Bally's Park Place, Inc., GNOC, CORP., Bally's Grand, Inc.
and Bally Total Fitness Holding Corporation. Mr. Goldberg is also the Chairman
of the Board of Directors, President and Chief Executive Officer of Di Giorgio
Corporation and Managing Partner of Arveron Investments L.P. Mr. Goldberg is
also a director of First Union Corporation, a financial services company.
 
     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 Mergers Group, Inc. ("FH") since its formation in
October 1993. Mr. Frost also serves as a director of Pan American World Airways,
Inc. Mr. Frost was the Chief Executive Officer and Chairman of the Board of
Directors of Frost Hanna Acquisition from April 1993 until January 1996, at
which time LFS merged with and into a wholly-owned subsidiary of Frost Hanna
Acquisition (the "LFS Merger"), Frost Hanna Acquisition changed its name to
"Little Folks Shops" and Mr. Frost resigned from the Frost Hanna Acquisition
Board. From June 1992 to May 1994, Mr. Frost held similar positions at Frost
Hanna Halpryn until the merger of Sterling Healthcare, Inc. and Sterling Health
Care Group, Inc. with and into a wholly-owned subsidiary of Frost Hanna Halpryn,
whereby Frost Hanna Halpryn changed its name to Sterling Healthcare, Inc. (the
"Sterling Merger"). From February 1992 through May 1992, Mr. Frost was Regional
Director of GKN Securities Corp., a broker-dealer ("GKN") where his
responsibilities included the recruitment and training of GKN brokerage
personnel located or to be located in Florida. From May 1982 through February
1992, Mr. Frost was a Vice President and Branch Manager of Dean Witter Reynolds,
a broker-dealer, where his responsibilities included the management and
day-to-day operations of the West Boca Raton and Lighthouse Point, Florida,
branch offices of such brokerage firm.
 
     MARK J. HANNA has served as a Director of Continucare since September 1996.
Mr. Hanna also serves as a director of Pan American World Airways, Inc. Mr.
Hanna has been the President and a member of the Board of Directors of FH since
its inception. Mr. Hanna was the President and a member of the Board of
Directors of Frost Hanna Acquisition from April 1993 until January 1996,
whereupon Mr. Hanna resigned from the Frost Hanna Acquisition Board following
the LFS Merger. Mr. Hanna held similar positions at Frost Hanna Halpryn from
June 1992 until the Sterling Merger in May 1994. From February 1992 through May
1992, Mr. Hanna was a registered representative with GKN. From January 1992
through February 1992, Mr. Hanna was a registered representative with Barron
Chase Securities, Inc. From September 1990 through January 1992, Mr. Hanna was a
registered representative with Prudential Bache Securities, Inc.
 
     MICHAEL C. PIERCEY, M.D. has served as a Director of Continucare since
September 1996. Dr. Piercey has been a Board Member, Executive Vice President
and Medical Director of Health Care America, Inc., a health care management
company which owns and operates acute care hospitals, long-term rehabilitation
hospitals, psychiatric hospitals, community living programs, and a full array of
partial hospital and outpatient services in Texas, Colorado, Florida, Oklahoma,
Tennessee, and Virginia, since 1994. Since 1992, Dr. Piercey has been an Officer
and Director of DHP, Inc. which operates the Rock Creek Center, a psychiatric
hospital and outpatient service system in the Southwestern Chicago suburbs. He
was the Clinical Director at Four Winds, Inc., a psychiatric hospital company
with affiliates in Saratoga Springs, New York and Chicago from 1978 to 1992, and
in 1986 he assumed the additional responsibilities of Executive Director and
Chief Operating Officer.
 
                                       10
<PAGE>   13
 
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 10 percent of
the Company's 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. Officers, directors and greater than 10 percent shareholders are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file.
 
     To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company, during the fiscal year ended June 30, 1996 its
officers, directors and greater than ten percent beneficial owners were in
compliance with all Section 16(a) filing requirements.
 
ITEM 10.  EXECUTIVE COMPENSATION
 
                           SUMMARY COMPENSATION TABLE
 
     The following table sets forth the compensation paid to the President of
Zanart during Zanart's last three fiscal years (the "Named Officer"). No other
executive officer of Zanart was paid in excess of $100,000 during the fiscal
year ended June 30, 1996.
 
<TABLE>
<CAPTION>
                                                                                        LONG-TERM
                                                                                       COMPENSATION
                                                              ANNUAL COMPENSATION         AWARDS
                                                           -------------------------   ------------
               NAME AND PRINCIPAL POSITION                  SALARY ($)     BONUS ($)   OPTIONS (#)
---------------------------------------------------------  -------------   ---------   ------------
<S>                                                        <C>    <C>      <C>         <C>
Thomas Zotos, President..................................  1996   75,000          0           --
                                                           1995   51,000     40,000           --
                                                           1994   36,000          0           --
</TABLE>
 
---------------
 
(1) Mr. Zotos resigned his position as President effective upon the consummation
     of the Merger.
 
OPTION GRANTS DURING 1996 AND 1995
 
     Thomas Zotos did not receive any option grants from the Company during
fiscal year 1996.
 
EMPLOYMENT AGREEMENTS
 
     The Company has entered into employment agreements with Charles M.
Fernandez and Susan Tarbe. 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 is for a
term of three years commencing September 23, 1996, and provides for an annual
base salary of $130,000 and a bonus equal to at least 10% of her then base
salary plus such other bonus amounts as may be approved by the Board. Under the
terms of Ms. Tarbe's employment agreement, she received an option, which vests
at a rate of 20% per year, 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 his 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.
 
     Effective September 11, 1996, the Company amended each of its employment
agreements with Robert A. Stein, Thomas Zotos and Todd Slayton (the
"Executives"). Pursuant to such amendments, the executives resigned as officers
of the Company and shall continue as employees through December 11, 1996. On
such date, each Executive shall receive severance compensation equal to six
months salary, the aggregate amount of which for all three Executives shall
equal approximately $107,500.
 
                                       11
<PAGE>   14
 
ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
     The following table sets forth certain information as of October 11, 1996
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 executive officers and directors of the Company,
(iii) the Named Officer, 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.
 
<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....................................         1,626,767(3)               14.5%
  100 S.E. Second Street
  36th Floor
  Miami, FL 33131
Arthur M. Goldberg......................................           925,000(4)                8.2%
  380 Middlesex Avenue
  Carteret, NJ 07008
Dr. Phillip Frost.......................................         1,458,333(5)               12.7%
  4400 Biscayne Boulevard
  Miami, FL 33137
Michael C. Piercey......................................                 0                     0
  100 S.E. Second Street
  36th Floor
  Miami, FL 33131
Richard B. Frost........................................           306,000                   2.7%
  7700 W. Camino Real
  Boca Raton, FL 33433
Mark J. Hanna...........................................           307,000                   2.7%
  7700 W. Camino Real
  Boca Raton, FL 33433
Sailfish Investments, LLC...............................           925,000(4)                8.2%
  380 Midlesex Avenue
  Carteret, NJ 07008
Frost Nevada Limited Partnership........................         1,458,333(5)               12.7%
  3500 Lakeside Court
  Suite 200
  Reno, NV 89509
Douglas Miller..........................................         1,616,666                  14.4%
  303 Egret Lane
  Fort Lauderdale, FL 33327
Barry Goldstein.........................................         1,626,667(6)               14.5%
  1900 N.E. 211th Street
  North Miami Beach, FL 33179
</TABLE>
 
                                       12
<PAGE>   15
 
<TABLE>
<CAPTION>
                    NAME AND ADDRESS                       AMOUNT AND NATURE OF         PERCENT OF
                  OF BENEFICIAL OWNER                     BENEFICIAL OWNERSHIP(1)     COMMON STOCK(2)
--------------------------------------------------------         ---------                 ----
<S>                                                       <C>                         <C>
Susan Tarbe.............................................                 0                     0
  100 S.E. Second Street
  36th Floor
  Miami, FL 33131
Thomas Zotos............................................           258,125                   2.3%
  7641 Burnet Avenue
  Van Nuys, CA 91405
All directors and executive officers as a group (7
  persons)..............................................         4,623,100                  40.4%
</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) Assumes no exercise of the Underwriter Purchaser Options issued to
     affiliates of First Equity Corporation, the Company's underwriter of its
     public offering which closed in May 1995 or their Series A Warrants sold in
     the May 1995 public offering.
(3) Includes 10,000 shares of Common Stock held by the wife of Mr. Fernandez.
(4) All of the shares of Common Stock owned beneficially by Arthur M. Goldberg
     are owned of record by Sailfish Investments, LLC. The members of Sailfish
     Investments, LLC are Mr. Goldberg and the Arthur M. Goldberg Lifetime
     Trust.
(5) All of the shares of Common Stock owned beneficially by Dr. Phillip Frost
     are owned of record by Frost Nevada Limited Partnership. Such number of
     shares includes 250,000 shares of Common Stock underlying options granted
     which are currently exercisable.
(6) Includes 10,000 shares of Common Stock held by Barry Goldstein's wife and
     two daughters.
 
ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
     The Company has contracted with a company owned in equal interests by
Douglas Miller and Barry Goldstein, each of whom own more than 5% of the
Company's Common Stock, to perform certain managerial and administrative
services on behalf of the Company. The Company reimburses such company for the
actual cost of expenses incurred by it in the direct performance of such
services. For the period ended June 30, 1996, total expenses incurred by the
Company for these services totaled $407,700. In addition, the Company provides
management services for four facilities owned by such company in return for a
management fee which is based on the Company's estimated cost of providing such
services. For the period ended June 30, 1996, management fees charged by
Continucare to such company were $324,700. As of June 30, 1996, the net amount
payable by the Company to such company under these arrangements was $83,000.
 
     The Company intends to enter into consulting agreements with a company
controlled by Douglas Miller, and a company controlled by Barry Goldstein
(collectively, the "Consulting Agreements"). Messrs. Miller and Goldstein served
as executive officers of Continucare Corporation prior to the Merger. Each of
the Consulting Agreements, which will be effective as of the date of the Merger,
is expected to contain the following terms: (i) three year term, (ii) annual
payments, payable semi-monthly, of approximately $325,000, (iii) ability of the
Company to terminate the agreement without "cause" (as defined) with 30 days'
written notice, provided that the consultant will receive a termination payment
equal to the amount otherwise payable under the Consulting Agreement through the
end of the term over the period of the remaining term of the agreement, and (iv)
ability of the Company to terminate the agreement for "cause" at any time with
no payment due to the consultant.
 
                                       13
<PAGE>   16
 
     The Company is obligated to Charles M. Fernandez for a note payable in the
amount of $599,750 (the "Fernandez Note"). The Fernandez Note, which is
collateralized by substantially all of the Company's assets, bears interest at
10% per annum and is due, in full, on February 12, 1998. Interest is due
semiannually commencing on August 12, 1996. Accrued interest and interest
expense related to this note was $21,662 as of and for the fiscal year ended
June 30, 1996.
 
ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.
 
     (a) Exhibits
 
<TABLE>
<CAPTION>
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)
</TABLE>
 
                                       14
<PAGE>   17
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                           DESCRIPTION
------       -----------------------------------------------------------------------------------
<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.
 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)
 99.1     -- Continucare's Audited Consolidated financial statements for the period February 12,
             1996 (inception) to June 30, 1996.
</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.
 
     (b) Reports on Form 8-K.
 
        None.
 
                                       15
<PAGE>   18
 
                                   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 17, 1996
 
     In accordance with the Securities Exchange Act of 1934, this Report has
been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.
 
<TABLE>
<CAPTION>
              SIGNATURE                             TITLE                        DATE
-----------------------------------     ----------------------------        ----------------
<S>                                     <C>                                 <C>
    /s/  CHARLES M. FERNANDEZ           Chairman, Chief Executive           October 17, 1996
-----------------------------------       Officer and President
       Charles M. Fernandez               (Principal Executive Officer)
                                        
       /s/  PHILLIP FROST, M.D.         Vice-Chairman                       October 17, 1996
-----------------------------------
          Phillip Frost, M.D.
                                        
          /s/  SUSAN TARBE              Executive Vice President and        October 17, 1996
-----------------------------------       General Counsel
             Susan Tarbe                               
                                        
         /s/  MARIA T. SOSA             Chief Accounting Officer            October 17, 1996
-----------------------------------       (Principal Accounting Officer)             
           Maria T. Sosa                  
                                          
     /s/  ARTHUR M. GOLDBERG            Director                            October 17, 1996
-----------------------------------
        Arthur M. Goldberg 
                                        
         /s/  RICHARD FROST             Director                            October 17, 1996
-----------------------------------
            Richard Frost  
                                        
           /s/  MARK HANNA              Director                            October 17, 1996
-----------------------------------
             Mark Hanna                              
                                        
     /s/  MICHAEL PIERCEY, M.D.         Director                            October 17, 1996
-----------------------------------
        Michael Piercey, M.D.
</TABLE>
 
                                       16