**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


**WASHINGTON,
      DC 20549**




**FORM
      10-QSB**





(Mark
      One)


/X/     
      Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of
      1934


For
      the
      quarterly period ended March 31, 2006





/_/     
      Transition report under Section 13 or 15(d) of the Exchange Act


For
      the
      transition period from ______ to ____________








Commission
      file number 0-27889





**THE
      AMACORE GROUP, INC.**





Delaware
            
            59-3206480(State
                or Other Jurisdiction of
            
            (IRS
                EmployerIncorporation
                or Organization)
            
            Identification
                No.)








1211
                North Westshore Boulevard, Suite 512Tampa,
                Florida
            
            33607(Address
                of principal executive offices)
            
            (Zip
                Code)








(813)
                289-5552(Issuer’s
                Telephone Number Including Area
                Code)








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 such reports, and (2) registrant was
      required to file such reports, and (2) has been subject to such filing
      requirements for the past 90 days.





Yes X No __





As
      of
      June 7, 2006, the issuer had outstanding 56,678,682 shares of common stock,
      $.001 par value.





Transitional
      Small Business Disclosure Format: Yes ___ No X






















**THE
      AMACORE GROUP, INC.**





**FORM
      10-QSB**





**INDEX**








PART I
      FINANCIAL INFORMATION





ITEM
                1 FINANCIAL STATEMENTSCONDENSED
                CONSOLIDATED BALANCE SHEETS - March 31, 2006 and December 31,
                2005
            3CONDENSED
                CONSOLIDATED STATEMENTS OF OPERATIONS - For the Three Months Ended
                March
                31, 2006 and 2005
            4CONDENSED
                CONSOLIDATED STATEMENT OF CASH FLOWS - For the Three Months ended
                March
                31, 2006 and 2005
            5NOTES
                TO CONSOLIDATED FINANCIAL STATEMENTS
            6ITEM
                2 MANAGEMENT’S DISCUSSION AND ANALYSIS of Financial Condition and Results
                of Operations
            15PART
                II OTHER INFORMATIONITEM
                6. (a) EXHIBITS FILED:
            20(b) REPORTS ON FORM 8-K
            20SIGNATURES
            21











2




**PART
      I - FINANCIAL INFORMATION**


**Item
      1.**


**THE
      AMACORE GROUP, INC.**


**CONSOLIDATED
      BALANCE****SHEETS**


March
                  31
              
              Dec.
                  312006
              
              2005(Unaudited)**ASSETS**Current
                  assetsCash
              
              $
              27,271
              
              $
              21,761Accounts
                  receivable
              
              
              9,045
              
              
              25,923Prepaid
                  expenses and deposits
              
              
              31,001
              
              
              42,626Total
                  current assets
              
              
              67,317
              
              
              90,310Fixed
                  assets (net of accumulated depreciation)
              
              
              23,925
              
              
              25,785Intellectual
                  property (net of accumulated amortization)
              
              
              -
              
              
              92,051Total
                  assets
              
              $
              91,242
              
              $
              208,146**LIABILITIES
                  AND STOCKHOLDERS’ EQUITY (DEFICIT)**Current
                  liabilitiesAccounts
                  payable
              
              $
              863,285
              
              $
              848,833Loans
                  and notes payable
              
              
              1,012,074
              
              
              801,074Accrued
                  expenses and payroll taxes
              
              
              696,797
              
              
              649,004Deferred
                  compensation - related party
              
              
              887,880
              
              
              783,801Deferred
                  revenues
              
              
              8,524
              
              
              8,766Derivative
                  financial instruments
              
              
              1,414,670
              
              
              1,982,604Total
                  current liabilities
              
              
              4,883,230
              
              
              5,074,083Long
                  Term LiabilitiesConvertible
                  debenture
              
              
              50,248
              
              
              13,138Deferred
                  revenue
              
              
              36,437
              
              
              37,365Total
                  long-term liabilities
              
              
              86,685
              
              
              50,503Total
                  liabilities
              
              
              4,969,914
              
              
              5,124,586Redeemable
                  Preferred Stock:Series
                  C, mandatory convertible stock, 86 shares authorized; 86 shares
                     issued and outstanding. (aggregate liquidation value:
                  $860,000)
              
              
              440,126
              
              
              244,021Stockholders’
                  Equity (Deficit)Preferred
                  Stock, $.001 par value, 20,000,000 shares authorized; Series
                  A convertible preferred stock;1,500
                  shares authorized; 155 and 155 shares issued andoutstanding
                  respectively (aggregate liquidation value: $155,000.)
              
              
              -
              
              
              -Common
                  stock A ($.001 par value; 500,000,000 shares authorized;47,253,830
                  and 45,496,840 shares issued and outstanding,
                  respectively.)
              
              
              47,254
              
              
              45,497Common
                  stock B ($.001 par value; 120,000,000 shares authorized;4,302,802
                  shares and 4,302,802 shares issued and outstanding,
                  respectively.)
              
              
              4,303
              
              
              4,303Additional
                  paid-in capital
              
              
              48,121,864
              
              
              47,712,559Accumulated
                  deficit
              
              
              (53,492,219
              )
              
              (52,922,820
              )Total
                  stockholders’ equity (deficit)
              
              
              (5,318,798
              )
              
              (5,160,461
              )Total
                  liabilities and stockholders’ equity (deficit)
              
              $
              91,242
              
              $
              208,146




**See
      Notes to consolidated financial statements**




3




**THE
        AMACORE GROUP, INC.**
 **CONSOLIDATED
        STATEMENTS OF** **OPERATIONS**
 **For
        the Three Months ended March 31, 2006 and 2005**
  **2006**
              
              **2005****(Unaudited)**
              
              **(Unaudited)**
                **(Restated)**REVENUESMembership
                  fees
              
              $
              66,916
              
              $
              88,732OPERATING
                  EXPENSESDepreciation
              
              
              1,860
              
              
              1,877Amortization
                  of Intellectual property
              
              
              -
              
              
              28,845Rent
              
              
              32,478
              
              
              32,378Consulting
                  expense
              
              
              81,041
              
              
              730,793Payroll
                  expense
              
              
              300,347
              
              
              252,317Professional
                  expense
              
              
              32,402
              
              
              73,761Insurance
                  expense
              
              
              30,236
              
              
              35,793Travel
                  and entertainment
              
              
              28,854
              
              
              32,631Contract
                  labor
              
              
              13,000
              
              
              17,865Office
                  expense
              
              
              5,623
              
              
              15,667Telephone
              
              
              8,978
              
              
              14,201Trade
                  shows
              
              
              -
              
              
              4,833Selling,
                  general and administrative expenses
              
              
              21,605
              
              
              67,862Total
                  expenses
              
              
              556,423
              
              
              1,308,823Operating
                  loss from operations before other income and expense
              
              
              (489,507
              )
              
              (1,220,089
              )OTHER
                  INCOME (EXPENSE)Derivative
                  instrument income (expense, net)
              
              
              208,519
              
              
              909,824Interest
                  expense
              
              
              (101,090
              )
              
              (369,488
              )Total
                  other income (expense)
              
              
              107,429
              
              
              540,336Net
                  loss
              
              $
              (382,078
              )
              $
              (679,753
              )Preferred
                  stock dividend and accretions
              
              
              (196,106
              )
              
              (18,535
              )Net
                  loss available to common shareholders
              
              $
              (578,184
              )
              $
              (698,288
              )Basic
                  and diluted loss per share
              
              $
              (0.01
              )
              $
              (0.03
              )Basic
                  and diluted weighted average number of common shares
                  outstanding
              
              
              49,788,467
              
              
              24,253,863





**See
      Notes to consolidated financial statements**







4




**THE
      AMACORE GROUP, INC.**


**CONSOLIDATED
        STATEMENTS OF CASH FLOWS**
 **Three
        Months ended March 31, 2006 and 2005**
    **2006**
              
              **2005****(Unaudited)**
              
              **(Unaudited)**
                **(Restated)**Cash
                  flow from operating activitiesNet
                  loss
              
              $
              (382,078
              )
              $
              (679,753
              )Adjustment
                  to reconcile net loss to net cash provided by (used)in
                  operating activitiesIssuances
                  of shares and warrants for services and interest
              
              
              -
              
              
              589,808Depreciation
              
              
              1,860
              
              
              1,877Amortization
                  of intellectual property
              
              
              -
              
              
              28,845Amortization
                  of discount on convertible debt
              
              
              64,860
              
              
              36,675Derivative
                  Instrument (income) expense, net
              
              
              (208,519
              )
              
              (909,824
              )Derivative
                  Interest Expense
              
              
              -
              
              
              273,524Changes
                  in operating assets and liabilities(Increase)
                  decrease in accounts receivables
              
              
              16,878
              
              
              28,964(Increase)
                  decrease in prepaid expenses
              
              
              11,625
              
              
              55,884Increase
                  (decrease) in accounts payable and accrued expenses
              
              
              70,975
              
              
              75,685Increase
                  (decrease) in deferred compensation
              
              
              104,079
              
              
              (37,022
              )Increase
                  (decrease) in deferred revenue
              
              
              (1,170
              )
              
              (32,235
              )Net
                  cash provided (used) by operating activities
              
              
              (321,490
              )
              
              (567,572
              )Cash
                  flow from investing activitiesSale
                  of property and equipment
              
              
              50,000
              
              
              350Net
                  cash provided (used) by investing activities
              
              
              50,000
              
              
              350Cash
                  flow from financing activitiesProceeds
                  from sales of common stock
              
              
              -
              
              
              37,500Proceeds
                  from long-term debt
              
              
              -
              
              
              305,000Proceeds
                  from short term borrowings loans and notes payable
              
              
              277,000
              
              
              391,500Payments
                  on convertible notes
              
              
              -
              
              
              (6,000
              )Net
                  cash provided by financing activities
              
              
              277,000
              
              
              728,000Increase
                  (decrease) in cash
              
              
              5,510
              
              
              160,778Beginning
                  cash and cash equivalents
              
              
              21,761
              
              
              7,408Ending
                  cash and cash equivalents
              
              $
              27,271
              
              $
              168,186Supplemental
                  disclosures
                Interest
                  paid
              
              $
              --
              
              $
              -Common
                  stock and warrants issued forservices
              
              $
              --
              
              $
              589,808Taxes
                  paid
              
              $
              --
              
              $
              -
  **See
        notes to consolidated financial statements**


5








**PART
      I - FINANCIAL INFORMATION**





**THE
      AMACORE GROUP, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**





**NOTE
      1 - NATURE OF OPERATIONS**




The
      Amacore Group, Inc. (The Amacore Group) markets vision care benefit plans and
      enhancements to plans provided by others.  The Amacore Group's benefit
      plans and plan enhancements provide members and members of its plan sponsors
      (employers, associations and other organizations) the opportunity to obtain
      discounted The Amacore Group services and products from The Amacore Group’s
      national network of ophthalmic physicians, optometrists, eyewear suppliers,
      etc.
      The Amacore Group changed its name from Eye Care International, Inc. to The
      Amacore Group, Inc. as of March 31, 2005. These financial statements reflect
      the
      new name throughout.




March
      31, 2006 results may not be indicative of the
      results for the entire 2006 year.  Management has made all recurring normal
      adjustments to the books and records and financial statements.




**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**




**Principles
      of Consolidation**





The
      consolidated financial statements as of and for the three months ended March
      31,
      2006 and 2005 include the accounts of The Amacore Group, Inc. and its
      wholly-owned subsidiary LBI, Inc. Significant intercompany balances and
      transactions have been eliminated in consolidation.




**Industry
      Segment**





The
      activities of LBI Inc. are immaterial for the first three months of 2006 and
      2005 and therefore are not reported as a segment since in management’s opinion;
      they do not utilize the results of LBI Inc’s operations in decision making
      relating to the allocation of resources and in the resulting assessment of
      their
      overall performance.





**Cash
      and Cash Equivalents**





For
      purposes of the statement of cash flows, The Amacore Group considers all highly
      liquid debt instruments purchased with a maturity of three months or less to
      be
      cash equivalents.





**Intangible
      assets**





Intangible
      assets consist primarily of intellectual property. Effective January 1,
      2004 in accordance with SFAS 142. “Goodwill and Other Intangibles”, intangible
      assets with an indefinite life, namely goodwill is not amortized.
      Intangible assets with a definite life are amortized on a straight-line basis
      with estimated useful lives of 3-20 years. Indefinite lived intangible assets
      will be tested for impairment yearly and will be tested for impairment between
      the annual tests should an event occur or should circumstances change that
      would
      indicate that the carrying amount may be impaired. The Amacore Group had
      selected July 1, as the annual date to test these assets for impairment. The
      unamortized balance of the intellectual property as of December 31, 2005 was
      approximately **$** 92,051.
      Based on the analysis of all relevant information at December 31, 2005, an
      impairment of approximately $2.3 million was recorded in 2005. The asset was
      sold in March 2006 for $50,000 and the return of 1.75 million shares of the
      Company's common stock, previously issued in the acquisition of the
      asset.




**Impairment
      of Assets**





In
      accordance with the provisions of Statement of Financial Accounting Standard
      No.
      144, Accounting for the Impairment or Disposal of Long-Lived Assets, The Amacore
      Group’s policy is to evaluate whether there has been a permanent impairment in
      the value of long-lived assets, certain identifiable intangibles and goodwill
      when certain events have taken place that indicate the remaining unamortized
      balance may not be recoverable. When factors indicate that the intangibles
      assets should be evaluated for possible impairment, The Amacore Group uses
      an
      estimate of related undiscounted cash flows. Factors considered in the valuation
      include current operating results, trends and anticipated undiscounted future
      cash flows. There were no impairment losses recorded during the first three
      months ended March 31, 2006 or for the year 2005 other than the PhotoScreener
      noted above.








6








**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**





**Concentration
      of Credit Risk**





Concentrations
      of credit risk with respect to sales to customers existed for 2005 in that
      approximately 24% of total sales were to a single plan sponsor, down from 46%
      in
      2004. The concentration of sales to one sponsor to that extent creates a risk
      that if that customer is lost, revenues would be significantly affected. The
      Amacore Group continues to expand its customer base, and expects to reduce
      the
      impact of that one customer in 2006 by the addition of several other significant
      plan sponsors.




**Intellectual
      Property**





In
      December 2004, The Amacore Group acquired 100% of the rights to a number of
      patents and technology known as the PhotoScreener (Screener). The PhotoScreener
      technology and related patents enable the owner to manufacture devices that
      can
      quickly scan individual eyes to discover medical abnormalities to be referred
      for treatment. The Screener can be used for preverbal infants as young as six
      months up to adults and has been effective in revealing early stage eye
      abnormalities that can be treated effectively. The Amacore Group purchased
      the
      technology for an initial payment of 937,500 shares of common A stock valued
      at
      approximately $2,307,572. The remainder of the purchase price was contingent
      on
      proving its marketibility with a final payment due by October 2005 in the amount
      of 1,562,500 shares.  The Company has the right to not make the final
      payment when due, and as a result would forfeit all rights to the patent and
      technology.  The Amacore Group has obtained an independent valuation of the
      technology in excess of the purchase price. The Company has determined that
      the useful life for purposes of amortization of the PhotoScreener patent
      (intellectual property) is 20 years. SFAS 142 provides the criteria to be
      considered in determining the useful life. Those criteria are: a) the expected
      use of the patent by the Company, b) the expected useful life of other assets
      which the useful life of the patent may relate, c) any legal, regulatory or
      contractual provisions that may limit the useful life of the patent, d) any
      legal, regulatory or contractual provisions that enable renewal or extension
      of
      the PhotoScreener patent without substantial cost, e) effects of obsolescence,
      demand, competition and other economic factors, and f) the level of maintenance
      expenditures required to obtain expected future cash flows from the
      PhotoScreener. After reviewing the criteria the Company concluded that a) the
      useful life of the PhotoScreener patent is 20 years, b) there are no other
      assets with which the PhotoScreener patent relates, c) the Company has all
      legal
      rights to the PhotoScreener patent, d) the expected cost of renewing the patent
      is minimal - less than $10,000, e) the patent and related technology are unique
      and the Company expects significant revenues from the use of the technology,
      and
      f) the patent does not require any maintenance to obtain the expected cash
      flows. In March 2006, the Company sold its rights to the patents and
      technology of the PhotoScreener, and thus reduced the value on the Company’s
      books and records at December 31, 2005 by $2,348,020 to the net realizable
      value
      of $92,051.





**Estimates**




The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the reported amounts of assets and liabilities and disclosure of
      contingent assets and liabilities at the date of the financial statements and
      the reported amounts of revenues and expenses during the reporting period.
      Actual results could differ from those estimates.




**Revenues
      and Commissions Recognition**




Revenues
      from memberships are recognized over the life of the memberships which generally
      are one year from the month after a member signs up for the program. However
      The
      Amacore Group also sells smaller amounts of two and three year memberships
      which
      are amortized over their respective periods. The Amacore Group recognizes income
      from the sale of memberships on a wholesale basis over the life of the contract
      (where applicable) or on a month to month basis as plan sponsors report usage
      of
      memberships..  The Amacore Group also receives a minor amount of commission
      on sale of products. The Amacore Group receives orders by telephone and uses
      a
      fulfillment center to complete the sale.  Those revenues are recognized
      when the product is shipped and paid for by the customer.  Revenues from
      commissions are immaterial in amount.




**Property
      and Equipment**




Property
      and equipment are recorded at cost.  Depreciation is calculated using the
      straight line method over the estimated useful lives of the assets, generally
      ranging from 5 to 7 years. Additions and major improvements to property and
      equipment are capitalized. Repair and maintenance expenditures are charged
      to
      expense as incurred. As property or equipment is sold or retired, the applicable
      cost and accumulated depreciation are eliminated from the accounts and any
      gain
      or loss is recorded.





7








**Accounts
      Receivable**




Accounts
      receivable, net are stated at estimated net realizable value. Accounts
      receivable are mostly comprised of balances due from memberships, net of
      estimated allowances for uncollectible accounts. In determining collectibility,
      historical trends are evaluated and specific customer issues are reviewed to
      arrive at appropriate allowances. (See Note 6)




**Convertible
      Instruments**





The
      Company reviews the terms of convertible debt and equity securities for
      indications requiring bifurcation, and separate accounting, for the embedded
      conversion feature. Generally, embedded conversion features where the ability
      to
      physical or net-share settle the conversion option is not within the control
      of
      the Company are bifurcated and accounted for as derivative financial
      instruments. (See Derivative
      Financial Instruments below).
      Bifurcation of the embedded derivative instrument requires allocation of the
      proceeds first to the fair value of the embedded derivative instrument with
      the
      residual allocated to the debt instrument. The resulting discount to the face
      value of debt instrument is amortized through periodic charges to interest
      expense using the Effective Interest Method. (See Note 13) The resulting
      discount to the redemption value of redeemable preferred securities is accreted
      through periodic charges to retained earnings over the term of the instrument
      using the Effective Method. (See Note 10).





**Derivative
      Financial Instruments**





The
      Company generally does not use derivative financial instruments to hedge
      exposures to cash-flow or market risks. However, certain other financial
      instruments, such as warrants to acquire common stock and the embedded
      conversion features of debt and preferred instruments that are indexed to the
      Company’s common stock, are classified as liabilities when either (a) the holder
      possesses rights to net-cash settlement or (b) physical or net share settlement
      is not within the control of the Company. In such instances, net-cash settlement
      is assumed for financial accounting and reporting, even when the terms of the
      underlying contracts do not provide for net-cash settlement. Such financial
      instruments are initially recorded at fair value and subsequently adjusted
      to
      fair value at the close of each reporting period. Fair value for option-based
      derivative financial instruments is determined using the Black-Scholes Valuation
      Model. See Note 13.





**Income
      Taxes**




The
      Amacore Group has adopted SFAS 109.  The Amacore Group has not made a
      provision for income tax purposes due to incurring losses since inception. 
There is no current tax expense, and after consideration of a valuation
      allowance, there is no deferred tax benefit.





**Loss
      Per Common Share**




Basic
      loss per common share was computed using (a) as the numerator, net loss adjusted
      for preferred stock dividends and accretions and (b) as the denominator, the
      weighted average number of shares outstanding during the periods presented.
      Diluted loss per common share is considered to be the same as basic loss per
      common share since the effects of convertible securities and common stock
      options equivalents are anti-dilutive.




**NOTE
        3 - RESTATEMENT OF 2005 FINANCIAL STATEMENTS**
  **Derivative
        Financial Instruments**
 
 In
        2005,
        the Company corrected its accounting for (a) derivative financial instruments
        to
        conform to the requirements of Statements of Financial Accounting Standards
        No.
        133, as amended, and (b) instruments with characteristics of temporary equity
        to
        conform with ASR 268. Embedded conversion features that meet the definition
        of
        derivative financial instruments have, where applicable, been bifurcated
        from
        host instruments and, in all instances; derivative financial instruments
        have
        been recorded as liabilities and are carried at fair value. Other instruments,
        such as warrants, where physical or net-share settlement is not with the
        Company’s control are recorded as liabilities and carried at fair value.
        Finally, instruments that were initially recorded as equity were reclassified
        to
        liabilities at the time that the Company no longer possessed the ability
        to
        settle the instruments on a physical or net-share basis. As a result of the
        correction in accounting for derivative financial instruments, the net loss
        for
        the quarter ended March 31, 2005 (as originally reported) of $1,214,553 was
        decreased by $516,265 to $698,288; and the loss per common share was reduced
        by
        $.02 per common share from $.05 per common share to $.03 per common share.
   8






**NOTE 4
        - INCOME TAXES**
  For
        the
        quarters ended March 31, 2006 and 2005, the temporary differences between
        book
        income and taxable income consisted of the derivative financial instrument
        income (expense).  Computation of any deferred tax asset is computed by
        multiplying these temporary differences by the approximate applicable tax
        rate
        of 34 percent.  The Amacore Group has had continued operating losses since
        inception and the prospect for utilization is remote therefore, no deferred
        tax
        liabilities or assets have been recorded.
  Income
        taxes for the quarters ended March 31, 2006 and 2005 differs from the amounts
        computed by applying the effective income tax rate of 34% to income before
        income taxes as a result of the following:
  
 2006
              
              2005(Restated)Computed
                  tax (benefit) expense at the statutory rate 34%
              
              
              (129,900
              )
              
              (231,100
              )Permanent
                  difference - Derivative Income/(Expense) and Other
              
              
              (75,800
              )
              
              (314,900
              )(205,700
              )
              
              (546,000
              )Change
                  in deferred tax valuation
              
              
              205,700
              
              
              546,000Current
                  income tax expense (benefit)
              
              
              -
              
              
              -
  Temporary
        differences that give rise to deferred tax assets and liabilities:
  
 2006
              
              2005(Restated)Deferred
                  tax assets:Net
                  operating loss carry forward
              
              $
              20,105,700
              
              $
              18,346,000Less
                  valuation allowance
              
              
              (20,105,700
              )
              
              (18,346,000
              )Gross
                  deferred tax asset
              
              
              -
              
              
              -Gross
                  deferred tax liability
              
              
              -
              
              
              -Net
                  deferred tax asset
              
              $
              -
              
              $
              -
   As
        of
        March 31, 2006, realization of The Amacore Group’s net deferred tax assets of
        approximately $20,105,700 was not considered more likely than not, and
        accordingly, a valuation allowance of an equal amount was provided. The net
        change in the total valuation allowance during the quarter ended March 31,
        2006
        was $205,700.


**NOTE 5
      - DUE TO STOCKHOLDERS/OFFICERS**





As
      of
      March 31, 2006, due to stockholders/officers included deferred compensation
      of
      $887,880.




**NOTE 6
      - ACCOUNTS RECEIVABLE, NET**




Accounts
      receivable, net of allowance for uncollectibles, was $9,045 as of March 31,
      2006.





**NOTE 7
      - FIXED ASSETS, NET**





As
      of
      March 31, 2006, property and equipment, net of accumulated depreciation of
      $79,143, was $23,925.





9








**NOTE 8
      - NOTES AND LOANS PAYABLE**





Notes
      and
      loans payable consist of the following as of March 31, 2006 and
      2005:





March
                31,2006
            
            2005Notes
                payable to investors; bearing interest rates rangingfrom
                8% to 10% per annum and due through March 2007
            
            $
            211,000
            
            $
            –Notes
                payable to investors and shareholders; bearinginterest
                ranging from 5.75% through 12% per annum;due
                through December 2005; currently in default.
            
            $
            686,124
            
            $
            687,500Promissory
                note payable to shareholder investor;bearing
                1.53% interest per annum through June 2004,increasing
                to 15% thereafter; currently in default.
            
            
            114,950
            
            $
            114,950Total
                notes and loans payable
            
            
            1,012,074
            
            $
            802,450




As
      of
      March 31, 2006, all notes and loans payable were classified as current
      maturities.




**NOTE
      9—CONVERTIBLE DEBENTURES**





Convertible
      debentures consist of the following as of March 31, 2006 and December 31,
      2005:





March
                31, 2006
            
            December
                31, 2005Face
                value $215,667, 7% Convertible Debentures, due between February 10,
                2007
                and December 27, 2007 (a)
            
            $
            37,589
            
            $
            6,150Face
                Value $298,250, 6% Convertible Debentures, due between March 28,
                2008 and
                July 15, 2008 (b)
            
            $
            12,659
            
            $
            6,988$
            50,248
            
            $
            13,138





**(a)** During
      2004, the Company entered into a debt agreement to issue up to $400,000
      convertible debentures. During the period February 10, 2004 and December 27,
      2004, $370,000 face value of the debentures was issued. The debentures are
      immediately convertible into common stock of the Company, together with 7%
      interest, which is payable in either cash or common stock, at the option of
      the
      Company. The conversion price is the lesser of (a) 120% of the closing bid
      on
      the closing day, or (b) 75% of the lowest closing bid price of the common stock
      during the five trading days immediately preceding the conversion date. Proceeds
      from the 7% Convertible Debentures were allocated first to the embedded
      conversions feature and the residual to the debenture. See Note 13 Financial Instruments .
      The
      resulting discount amounted to $370,000 which is being amortized through
      periodic charges to interest expense using the effective method.





As
      of
      March 31, 2006, $154,333 of the debentures had been converted into 2,381,853
      shares of Common stock at conversion rates between $0.021 and $0.12. The
      conversion resulted in a loss on conversions of $4,976 and $92,124 for the
      three
      months ended March 31, 2006 and the year ended December 31, 2005, respectively,
      and is included in interest expense.





**(b)** During
      March 2005, an agreement was signed whereby Divine Capital would raise up to
      $1.0 million of three-year, 6% convertible debentures. In March 2005, the
      Company received an initial investment of $305,000 from that financing
      arrangement and an additional $95,000 during the second and third quarters
      of
      2005. The debentures are convertible into shares of the Company’s Class A common
      stock at a conversion price equal to 75% of the lowest closing bid price per
      share for the twenty days immediately preceding the date of conversion, or
      as
      otherwise provided in the debentures. Proceeds from the 6% convertible
      debentures were allocated first to the embedded conversion feature and the
      residual to the debenture. See Note 13 Financial
      Instruments. The
      resulting discount amounted to $400,000 which is being amortized through
      periodic charges to interest expense using the effective method.





10








The
      conversion of the debentures becomes mandatory on the third anniversary date
      of
      the final closing. The Company may, at its option, call for the redemption
      of
      all or part of these debentures, at any time prior to their maturity. The
      Company agreed to, and filed a registration statement to cover the resale of
      the
      shares issuable upon the conversion of the debentures. The debentures were
      issued to twelve accredited investors in reliance upon the exemption provided
      under Rule 506 of Regulation D promulgated under the Securities Act of 1933,
      as
      amended.








**(c)** The
      effective interest rate used to amortize the debt discount on the 7% Convertible
      Debentures and the 6% Convertible Debentures amounted to 171.03% and 170.99%,
      respectively. Amortization of the discounts, which is included in interest
      expense, amounted to $38,638 **** and
      $61,275 during the three months ended March 31, 2006 and the year ended December
      31, 2005, respectively.





**(d)** The 7%
      Convertible Debenture and the 6% Convertible Debenture Agreements provide for
      liquidating damages to the investor if the Company does not obtain an effective
      registration statement covering securities into which these instruments can
      be
      converted. Liquidating damages under these terms commence 150 days following
      the
      closing of each traunch of financing. The Company has recorded liquidating
      damages of **$** 5,550
      and
      $87,920 during the three months ended March 31, 2006 and the year ended December
      31, 2005, respectively.








**NOTE
      10—PREFERRED STOCK**





Series
      C Mandatory Redeemable Preferred Stock :





In
      August
      2004, the Company raised a total of $602,000 from the sale of (a) 86 shares
      of
      Mandatory Convertible Series C, 6% Cumulative, Preferred Stock, par value $0.001
      per share (the “Series C Preferred Stock”) and (b) detachable warrants to
      acquire 400,000 shares of common stock at a strike price of $2.40 per share
      over
      a term of five years (the “Warrants”).





Each
      share of Series C Preferred Stock may be converted at any time until July 30,
      2006, when conversion becomes mandatory. At the time of conversion, each share
      shall be deemed to have a value of $10,000 and is convertible into Class A
      common stock at the lesser of $2.88 per common share or 75% of the lowest
      closing bid price during the five days immediately prior to the conversion.
      As
      part of the agreements with these two entities, the Company agreed to register
      shares which are issuable upon the conversion of the Warrants and the Series
      C
      Convertible Preferred Stock. In addition, for each share of Series C Convertible
      Preferred Stock purchased by them, they have the right to purchase up to 1%
      of
      the issuances of equity securities issued under subsequent funding transactions.





The
      embedded conversion feature on the Series C Preferred Stock and the Warrants
      are
      required to be carried separately as derivative liabilities because physical
      or
      net-share settlement under these contracts is not within the control of the
      Company. Further, since proceeds from the sale of Series C Preferred Stock
      and
      Warrants were less than the fair values of the embedded conversion feature
      of
      the Series C Preferred Stock ($1,071,782) and the Warrants ($976,000), the
      amount received was allocated to the embedded conversion feature, immediately
      followed by charges to derivative instrument expense in the amounts of $469,782
      and $976,000 to increase the derivative instruments to fair value.





As
      a
      result of the aforementioned allocation, the Series C Preferred Stock had no
      initial carrying value, but it will be accreted to its redemption value of
      $860,000 through periodic charges to retained earnings over the period through
      the redemption date. Accretions on the Series C Preferred Stock amounted to
      $196,106 and $221,004 during the three months ended March 31, 2006 and the
      year
      ended December 31, 2005, respectively.










11





**NOTE 11
        - COMMON STOCK**
  In
        August
        2005, The Amacore Group received approval from its shareholders, to increase
        its
        authorized shares from one hundred twenty million shares to six hundred forty
        million shares. The authorized shares for Class A common stock was increased
        from eighty million shares to five hundred million shares; its Class B shares
        from twenty million shares to one-hundred twenty million shares and its
        preferred shares remained at twenty million shares.
  The
        Company’s authorized shares of common stock consist of two classes; 500,000,000
        authorized Class A, and 120,000,000 authorized Class B. On all matters required
        by law to be submitted to a vote of the holders of common stock, each share
        of
        Class A common stock is entitled to one vote per share, and each share of
        Class
        B common stock is entitled to five votes per share.






**NOTE
      12 - EARNINGS (LOSS) PER SHARE**





Earnings
      (loss) per share are computed using the basic and diluted calculations on the
      face of the statement of operations. Basic earnings (loss) per share are
      calculated by dividing net income (loss) available to common shareholders by
      the
      weighted average number of shares of common stock outstanding for the period.
      Diluted earnings (loss) per share is calculated by dividing the net income
      (loss) by the weighted average number of shares of common stock outstanding
      for
      the period, adjusted for the dilutive effect of common stock equivalents, using
      the treasury stock method. Convertible debt and warrants, officer, employee
      and
      non-employee stock options that are considered potentially dilutive are included
      in the fully diluted shares calculation.





Dilutive
      loss per share is considered to be the same as basic loss per share since the
      effect of common stock equivalents are anti-dilutive.







**NOTE
      13—FINANCIAL INSTRUMENTS**





Derivative
      Financial Instruments





The
      caption derivative financial instruments consists of (a) the embedded conversion
      feature bifurcated from the 7% Convertible Debentures, (b) the embedded
      conversion feature bifurcated from the Series C Preferred Stock, (c) the
      Warrants issued in connection with the Series C Preferred Stock, and (d) Other
      Warrants. (Also See Note 9—Convertible Debentures and Note 10—Redeemable
      Preferred Stock). These derivative financial instruments are indexed to an
      aggregate of 36,932,378 shares at March 31, 2006 (18,483,214 shares at
      December 31, 2005) and are carried at fair value. The following tabular
      presentation sets forth information about the derivative financial
      instruments.




As
      of and
      for the three ended March 31,2006:





Embedded
                Conversion Features:
            
            7%
                Convertible
              Debentures
            
            6%
                Convertible
              Debentures
            
            Series
                C
              Preferred
            
            Sub-TotalFair
                value
            
            $
            302,491
            
            $
            418,596
            
            $
            603,509
            
            $
            1,324,796Fair
                value adjustments:Contract
                inception
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -End
                of period
            
            
            229,758
            
            
            (41,078
            )
            
            (415,750
            )
            
            (144,914
            )Total
                period (income) loss
            
            $
            229,758
            
            $
            (41,078
            )
            $
            (415,750
            )
            $
            (144,914
            )












Warrants:
            
            Warrants
            
            Other
              Warrants
                (a)
            
            TotalFair
                value
            
            $
            8,000
            
            $
            81,872
            
            $
            1,414,668Fair
                value adjustments:Contract
                inception
            
            $
            -
            
            $
            -
            
            $
            -End
                of period
            
            
            (12,000
            )
            
            (51,606
            )
            
            (208,520
            )Total
                period (income) loss
            
            $
            (12,000
            )
            $
            (51,606
            )
            $
            (208,520
            )








12








As
      of and
      for the year ended December 31, 2005:





Embedded
                Conversion Features:
            
            7%
                Convertible
              Debentures
            
            6%
                Convertible
              Debentures
            
            Series
                C
              Preferred
            
            Sub-TotalFair
                value
            
            $
            289,540
            
            $
            520,325
            
            $
            1,019,259
            
            $
            1,819,124Fair
                value adjustments:Contract
                inception
            
            $
            -
            
            $
            360,933
            
            $
            -
            
            $
            360,933End
                of period
            
            
            (57,155
            )
            
            275,407
            
            
            (8,273
            )
            
            209,979Total
                period (income) loss
            
            $
            (57,155
            )
            $
            636,340
            
            $
            (8,273
            )
            $
            570,912








Warrants:
            
            Warrants
            
            Other
              Warrants
                (a)
            
            TotalFair
                value
            
            $
            20,000
            
            $
            133,478
            
            $
            1,982,602Fair
                value adjustments:Contract
                inception
            
            $
            -
            
            $
            -
            
            $
            360,933End
                of period
            
            
            (284,000
            )
            
            (1,750,783
            )
            
            (1,824,804
            )Total
                period (income) loss
            
            $
            (284,000
            )
            $
            (1,750,783
            )
            $
            (1,463,871
            )





**(a)** Effective with the issuance of the 7% Convertible Debentures, the Company no
      longer controlled the ability to physical or net share settle any other
      derivative financial instruments, representing principally warrants to acquire
      common stock, previously executed. As a result, the fair values of then
      outstanding warrants amounting to $3,545,000 were reclassified from stockholders
      equity (deficit) to derivative liabilities. These instruments are adjusted
      to
      fair value until the Company’s ability to settle on a physical or net share
      settlement is regained.





**(b)** Fair
      value for option-based financial instruments is determined using the
      Black-Scholes Valuation Model. Significant assumptions as of March 31, 2006
      for
      the embedded conversion feature on the 7% Convertible Debentures, the embedded
      conversion feature on the 6% Convertible Debentures, the embedded conversion
      feature on the Series C Preferred Stock and the Warrants, respectively,
      included: strike price-$0.01, $0.01, $0.01 and $2.40; volatility-249% for all
      instruments; term-remaining term of conversion feature for all instruments;
      and,
      risk free rate-3.82% for all instruments. Significant assumptions as of December
      31, 2005 for the embedded conversion feature on the 7% Convertible Debentures,
      the embedded conversion feature on the 6% convertible Debentures, and the
      embedded conversion feature on the Series C Preferred Stock and the Warrants,
      respectively, included: strike price-$0.03, $0.03 and $2.40; volatility-249%
      for
      all instruments; term-remaining term of conversion feature for all instruments;
      and, risk free rate-3.82% for all instruments.





**NOTE
      14 - LITIGATION AND CONTINGENCIES**





At
      March
      31, 2006, The Amacore Group was involved in various lawsuits, claims or disputes
      arising in the normal course of business.  The settlement of such claims
      cannot be determined at this time.  Management does not believe the
      ultimate outcome of these matters will be significant to its results of
      operations or cash flows.







13





**NOTE
        15 - GOING CONCERN**
  The
        accompanying financial statements have been prepared in conformity with
        accounting principles generally accepted in the United States of America,
        which
        contemplates continuation of The Amacore Group as a going concern. 
However, The Amacore Group has sustained operating losses in recent years. 
Further for the three months ended March 31, 2006, The Amacore Group had
        negative working capital of approximately $4,815,913, a net loss of $382,078
        and
        has incurred substantial losses in previous years resulting in an accumulated
        deficit of approximately $53,492,000.  Although these factors raise
        substantial doubt about the ability of The Amacore Group to continue as a
        going
        concern The Amacore Group has taken several actions to ensure that The Amacore
        Group will continue as a going concern through December 31, 2006.  The
        Company has obtained access to additional financing of up to $10 million
        from
        Dutchess Private Equities Fund (see note 14).






**NOTE 16
      - SUBSEQUENT EVENTS**




On
      April
      24, 2006, The Amacore Group, Inc. (the “Company”) entered into an Investment
      Agreement with Dutchess Private Equities Fund, LP, (“Dutchess”), pursuant to
      which the Company has the right, but not an obligation, to sell to Dutchess
      up
      to $10 million of the Company’s common stock over a period of thirty-six months,
      after a registration statement for the stock has been declared effective by
      the
      U.S. Securities and Exchange Commission (“SEC”). In accordance with the
      agreement, the Company is entitled to place, as often as once every five trading
      days, a “Put” with Dutchess equal to either $100,000 or 200% of the averaged
      daily trading volume multiplied by the average of the three daily closing prices
      immediately preceding the date of issuance of the Put (the “Put Date”). The
      purchase price is set at ninety-three percent (93%) of the lowest closing bid
      price of the stock during the five (5) consecutive trading days immediately
      following the Put Date. In the event that the purchase price is less than 75%
      of
      the lowest closing bid prices of the Company’s common stock for the 10 trading
      days prior to the Put Date, the Company has the right to cancel the Put. The
      Company is obligated to pay a percentage of each Put as a placement agent fee,
      which fee will be negotiated between the Company and a registered
      broker-dealer.





In
      connection with the Investment Agreement, the Company also entered into a
      registration rights agreement (the “Registration Rights Agreement”) providing
      for the filing of a registration statement (the “Registration Statement”) with
      the Securities and Exchange Commission registering shares of common stock to
      be
      sold upon the issuance of a Put. The Company is obligated to use its best
      efforts to cause the Registration Statement to be filed with the SEC no later
      than May 15, 2006 and to be declared effective no later than July 23, 2006
      and
      to insure that the registration statement remains in effect until the earlier
      of
      (i) all shares issuable pursuant to the Investment Agreement have been sold;
      or
      (ii) 36 months after the registration statement is declared
      effective.





To
      date,
      during the second quarter of 2006, the Company has issued 2.8 million shares
      of
      common stock as a result of $31,875 of the Divine mandatory convertible, 7%
      debentures being converted at $0.01125 per share;  and 2.1 million shares
      as a result of $24,000 of the May Davis, 6% mandatory convertible debentures
      being converted at $0.0113925.





Also,
      during the second quarter of 2006, the Company has issued $535,000 of one-year
      eight percent promissory notes to twelve accredited investors, and has repaid
      $165,624 of promissory notes.





In
      March
      2006, the Company and a wholesale client, Motivano, reached an out-of-court
      settlement in regards to a lawsuit the Company had filed to enforce its right
      to
      audit the books and records of the wholesaler. The wholesaler agreed to allow
      an
      audit commencing sometime in June 2006. Although the outcome of the audit is
      not
      known, the Company expects that additional revenues are due to the Company
      for
      memberships that have not been reported and thus fees not remitted.





In
      March
      2006, another wholesaler, International Med-Care (IMC), reported to the Company
      that it will be enrolling approximately 200,000 new members in May. As of June
      1, 2006, IMC had already reported over 80,000 members. Annualized revenue from
      this activity will produce about $420,000.








14







**MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION** **AND**


**RESULTS
      OF OPERATION**






CAUTIONARY
      STATEMENTS FOR FORWARD-LOOKING INFORMATION




We
      made
      forward-looking statements (within the meaning of the Private Securities
      Litigation Reform Act of 1995) in this report that are subject to risks and
      uncertainties, such as statements about our plans, objectives, projections,
      expectations, assumptions, strategies, or future events. Other written or oral
      statements, which constitute forward-looking statements, also may be made from
      time to time by or on behalf of the Amacore Group.  Words such as "may,"
      "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates,"
      "will," "should," "could," variations of such words, and similar expressions
      are
      intended to identify such forward-looking statements.  Similarly,
      statements that describes future plans, objectives, or goals also are
      forward-looking statements.  These statements are not guarantees of future
      performance and are subject to a number of risks, uncertainties, and other
      factors, including those discussed below and elsewhere in this report, that
      could cause actual results to differ materially from future results,
      performances, or achievements expressed or implied by such forward-looking
      statements. Consequently, reliance should not be placed on these forward-looking
      statements. The Amacore Group undertakes no obligation to update publicly any
      forward-looking statements, whether as a result of new information, future
      events or otherwise.




Factors
      that could cause actual results to differ materially from what is expressed
      or
      forecasted in such forward-looking statements include, but are not limited
      to:
      (i) the inability of The Amacore Group's products to attain broad market
      acceptance; (ii) inability of The Amacore Group to complete its product
      development; (iii) the impact of competitive products and pricing; (iv) The
      Amacore Group's ability to expand its sales and marketing programs; (vii)
      dependence on key personnel; (ix) the availability, terms and deployment of
      capital; and (x) general economic and business conditions. Subsequent written
      and oral forward-looking statements attributable to us or persons acting on
      our
      behalf are expressly qualified in their entirety by the cautionary statements
      set forth above and contained elsewhere in this Annual Report on Form
      10-KSB.




**Introductory
      Overview**




Amacore
      Group originally began selling memberships in its discount vision program to
      retail customers in an effort to prove that a vision discount plan with an
      ophthalmologic (Eye M.D.) panel included would be not only accepted, but
      desired, by the general public and prove to other marketers of various health
      plans of the benefits of including such a plan in their products. The Amacore
      Group sold the plan on a retail only basis for many years proving that the
      general public did desire to have a vision plan with medical coverage before
      it
      was determined that it was time to change its emphasis to marketing its plan
      to
      other marketers of health benefit plans (“wholesalers”). Marketing programs on a
      retail basis requires a broad national marketing staff which The Amacore Group
      was not financially prepared to support, whereas a much smaller staff is needed
      to market to others on a wholesale basis. During the transition period, revenues
      decreased and losses were incurred, but Amacore Group has continued to market
      the plan on a retail basis with less emphasis and has devoted most of its time
      to developing contractual relationships with other marketers of various health
      plans, including, but not limited to, insurance companies and marketers of
      other
      discount plans such as dental, vision (without a vision medical component),
      and
      prescription drugs. Amacore Group has numerous wholesale contracts in place
      but
      these contracts have not produced a substantial amount of revenue as quickly
      as
      anticipated by management. This, combined with reduced retail revenue, have
      caused revenues to suffer. Amacore Group continues to place its emphasis on
      marketing its plan to wholesalers and believes it now has contracts that are
      either in place or near completion of negotiations for new contracts, which
      management anticipates will generate an increasing level of revenues for 2005
      and subsequent years.




In
      late
      2004, The Amacore Group acquired another company, LBI Brokerage, a managing
      general agency for group health and life insurance products (products that
      are
      synergistic with The Amacore Group’s vision plan). A managing general agency is
      an agency appointed by an insurance company for the express purpose of
      distributing its products to downline general agents and in turn to market
      its
      product line (including The Amacore Group’s vision plan) downline to its agents
      and producers. LBI has been appointed the managing general agency for
      Transamerica, which is a part of the AEGON Insurance Group, one of the top
      50
      largest public financial companies in the world, ranked by
      assets.




Also
      in
      late 2004, The Amacore Group acquired the technology and patent rights for
      the
      PhotoScreenerTM, a camera especially designed to detect vision disorders in young
      and preverbal children. This technology, has been approved by the
      FDA.





15







The
      following discussion and analysis of our financial condition and results of
      operation should be read in conjunction with the financial statements and notes
      thereto appearing elsewhere in this report.




**RESULTS
      OF OPERATIONS**




**Revenue:**




For
      the
      three months ended March 31, 2006, Amacore Group’s gross revenue of $66,916 was
      approximately $22,000 less than Amacore Group’s gross revenue recorded in the
      same timeframe in 2005 of $88,732. The decrease was primarily attributable
      to
      the recognition of revenues received in late 2004 from a wholesale customer
      but
      deferred, and then partially earned/recognized during the first quarter of
      2005.




Implementation
      of the wholesale sales has taken longer than anticipated by Amacore Group. 
Several of the private label wholesale agreements provide that Amacore Group’s
      vision plan will be automatically included with all sales offerings of the
      customer’s products or services. Amacore Group anticipates that additional
      commission income will be derived from an agreement with a mail order
      fulfillment provider once the wholesale contracts are implemented.  Amacore
      Group also offers its vision program to the general public through its
      website, www.eyecareintl.com.




**Selling,
      General and Administrative Expenses (SG&A):**




Amacore
      Group’s SG&A expenses for the three months ended March 31, 2006 of $556,423
      decreased by approximately **$** 752,000
      from the same timeframe in 2005.  Comparison of the more significant
      components of SG&A expenses follows:




Three
                Months Ended March 312005
            
            2004
            
            Increase
              (Decrease)Depreciation
            
            $
            1,860
            
            $
            1,877
            
            $
            (17
            )Amortization
                of intellectual property
            
            
            -
            
            
            28,845
            
            
            (28,845
            )Payroll
                & Related Expenses
            
            
            300,347
            
            
            252,317
            
            
            48,030Business
                Travel/Trade Shows
            
            
            28,854
            
            
            37,464
            
            
            (8,610
            )Insurance
            
            
            30,236
            
            
            35,793
            
            
            (5,557
            )Professional/Consulting
                Fees
            
            
            113,443
            
            
            804,554
            
            
            (691,111
            )Rent
            
            
            32,478
            
            
            32,378
            
            
            100All
                Other SG&A expenses
            
            
            49,205
            
            
            115,595
            
            
            (66,390
            )Total
            
            $
            556,423
            
            $
            1,308,823
            
            $
            (752,400
            )






Depreciation
      expense, which is computed on a straight-line method over the assets estimated
      lives, remained nearly the same as the first quarter of 2005 as no new
      depreciable assets were added or removed from the depreciable base.




Since
      the
      PhotoScreener (intellectual property) was sold in 2006, there was no
      amortization during the current quarter, while amortization during the same
      period last year totaled $28,845





Salaries
      and related expenses for the three months ended March 31, 2006 increased about
      $48,000 yp $300,347, primarily because of accrued vacation booked in 2006.




Insurance
      expense of $30,236 was about $5,600 less than the first quarter of 2005 because
      fewer employees were covered by the medical plan.





16





Professional/consulting
      fees for the first quarter 2006 of $113,443 were approximately $691,000 less
      than the same period in 2005. In 2005, The Amacore Group issued stock and/or
      warrants to consultants/attorneys and the resultant non-cash charge to expense
      was $ approximately $590,000. In addition, in 2005 the Company accrued $32,000
      for a legal matter and legal activity was significantly higher.




Other
      expenses for the three months ended March 31, 2006 declined about $66,000 to
      $49,205, mainly because of $55,000 of financing costs incurred during the first
      quarter of 2005, partially offset by a $10,000 reduction in office expenses
      during the first quarter of 2006.




**Interest
      Expense:**





Interest
      expense for the first quarter of 2006 amounted to $101,090 compared to $369,488
      for the first quarter of 2005. Interest expense includes a number of components
      including (a) interest on our notes payable, (b) amortization of the discount
      on
      our convertible debentures, using the effective method, (c) liquidating damages
      on our convertible debentures for not obtaining an effective registration
      statement related to securities into which the debentures are convertible and
      (d) losses on the conversion of convertible debentures.





Interest
      expense on our notes payable for the first quarter of 2006 amounted to $30,685
      compared to $27,340 for the same period in 2005.





Amortization
      of the discounts on our convertible debentures for the three months ended March
      31, 2006 amounted to $44,188 compared to $35,868 for the first quarter of 2005.
      Applying the effective interest method to the amortization of debt discounts
      results in increasing charges to interest expense as such discounts are
      amortized. Accordingly, our interest expense arising from amortization of
      discounts will increase through the maturity dates of the debentures, unless
      they are converted.





Liquidating
      damages for the first quarter of 2006 amounted to $5,550 compared to $21,980
      for
      the first quarter of 2005. Liquidating damages will continue accrue at 2% of
      the
      face value of the convertible debentures each month until an effective
      registration statement for the underlying securities is obtained.





The
      loss
      on the conversion of convertible debentures during the quarter ended March
      31,
      2006 amounted to $26,222 compared to $0 for the first quarter of 2005. Losses
      on
      conversions of convertible debentures may continue to arise if the creditors
      convert their securities.





**Derivative
      instrument income (expense), net:**





Derivative
      instrument income (expense), net for the quarter ended March 31, 2006 amounted
      to **$** 208,519
      compared to **$** 909,824
      for the quarter ended March 31, 2005. Derivative instrument income arises from
      fair value adjustments for certain financial instruments, such as warrants
      to
      acquire common stock and the embedded conversion features of debt and preferred
      instruments that are indexed to the Company’s common stock, and are classified
      as liabilities when either (a) the holder possesses rights to net-cash
      settlement or (b) physical or net share settlement is not within the control
      of
      the Company. In such instances, net-cash settlement is assumed for financial
      accounting and reporting, even when the terms of the underlying contracts do
      not
      provide for net-cash settlement. Such derivative financial instruments are
      initially recorded at fair value and subsequently adjusted to fair value through
      charges or credits to income at the close of each reporting period.





Fair
      value for our option-based derivative financial instruments is determined using
      the Black-Scholes Valuation Model. The Black-Scholes Model requires the
      development of highly-subjective assumptions, such as the expected term of
      exercise and volatility. Changes to these assumptions may arise from both
      internal (e.g. contract renegotiation) and external factors (e.g. changes in
      the
      trading market value of our common stock); such changes may result in material
      changes to the fair values of our derivative financial instruments. The increase
      in the derivative instrument income noted above is largely due to the decline
      in
      the trading stock price of our common stock. Continuing declines in our trading
      stock price will result in additional credits to income. However, increases
      in
      our trading stock prices will result in charges to income. We will continue
      to
      adjust our derivative financial instruments to fair value until we achieve
      the
      ability to net-share settle these instruments.








17





**Net
        loss:**





Our
      net
      loss amounted to **$** 412,129
      for the quarter ended March 31, 2006 compared to **$** 679,753
      for the quarter ended March 31, 2005. The significant decline in our net loss
      is
      more fully discussed above in the details of changes in our account balances.
      However, the largest components of change are the substantial decrease in our
      consulting expenses and the recognition of positive fair value adjustments
      to
      our derivative financial instruments.





**Preferred
      stock dividends and accretions:**





Preferred
      stock dividends and accretions amounted to $196,106 for the quarter ended March
      31, 2006 compared to $ 23,017 for
      quarter ended March 31, 2005. Our preferred stock was not issued until August
      2004; therefore, there are no amounts for the same period in the preceding
      year.
      Preferred stock will continue to be accreted and cumulative dividends will
      continue to be recorded until either (a) the preferred stock is fully accreted
      to its $860,000 redemption value or (b) the preferred stock is converted into,
      or redeemed for, common stock.





**Loss
      per common share:**





Loss
      per
      common share amounted to $0.01 for the quarter ended March 31, 2006 compared
      to
      $0.03 for the quarter ended March 31, 2005. Loss per common share is calculated
      by dividing loss applicable to common stockholders by the weighted average
      number of common shares outstanding. Loss per common share does not give effect
      to warrants to acquire common stock and convertible securities because, while
      in
      a loss position, the effects would be anti-dilutive.





**Loans
      to Stockholders and Officers:**





As
      of
      December 31, 2005, there were no loans or advances to officers.




**Sale
        of PhotoScreener:**
  In
        March
        2006, Amacore Group sold it rights to the patents and technology of its
        PhotoScreener. As a result, in 2005, the Company wrote down the value of
        the
        intangible asset down to the value received from the sale, which resulted
        in a
        charge to non-operating expense of $2,348,020. In March 2005 the asset was
        sold
        for $50,000 and the return of 1.75 million shares of the Company's common
        stock
        previously issued in the acquisition of the asset.
  CONTRACTUAL
      OBLIGATIONS





Lease
      Commitments: See Note 16 Commitments
      and Contingency in our
      annual financial statements for information about non-cancelable commitments
      under our lease agreements.





Liquidating
      Damages: See Note 9 Convertible
      Debentures in our
      quarterly financial statements for information about liquidating damages that
      we
      are accruing related to our convertible debentures.






OFF
      BALANCE SHEET ARRANGEMENTS




We
      do not
      have any off balance sheet arrangements as of March 31, 2006 or as of the date
      of this report.










SUBSEQUENT
      EVENTS




On
      April
      24, 2006, The Amacore Group, Inc. (the “Company”) entered into an Investment
      Agreement with Dutchess Private Equities Fund, LP, (“Dutchess”), pursuant to
      which the Company has the right, but not an obligation, to sell to Dutchess
      up
      to $10 million of the Company’s common stock over a period of thirty-six months,
      after a registration statement for the stock has been declared effective by
      the
      U.S. Securities and Exchange Commission (“SEC”). In accordance with the
      agreement, the Company is entitled to place, as often as once every five trading
      days, a “Put” with Dutchess equal to either $100,000 or 200% of the averaged
      daily trading volume multiplied by the average of the three daily closing prices
      immediately preceding the date of issuance of the Put (the “Put Date”). The
      purchase price is set at ninety-three percent (93%) of the lowest closing bid
      price of the stock during the five (5) consecutive trading days immediately
      following the Put Date. In the event that the purchase price is less than 75%
      of
      the lowest closing bid prices of the Company’s common stock for the 10 trading
      days prior to the Put Date, the Company has the right to cancel the Put. The
      Company is obligated to pay a percentage of each Put as a placement agent fee,
      which fee will be negotiated between the Company and a registered
      broker-dealer.





18





In
      connection with the Investment Agreement, the Company also entered into a
      registration rights agreement (the “Registration Rights Agreement”) providing
      for the filing of a registration statement (the “Registration Statement”) with
      the Securities and Exchange Commission registering shares of common stock to
      be
      sold upon the issuance of a Put. The Company is obligated to use its best
      efforts to cause the Registration Statement to be filed with the SEC no later
      than May 15, 2006 and to be declared effective no later than July 23, 2006
      and
      to insure that the registration statement remains in effect until the earlier
      of
      (i) all shares issuable pursuant to the Investment Agreement have been sold;
      or
      (ii) 36 months after the registration statement is declared
      effective.





To
      date,
      during the second quarter of 2006, the Company has issued 2.8 million shares
      of
      common stock as a result of $31,875 of the Divine mandatory convertible, 7%
      debentures being converted at $0.01125 per share; and 2.1 million shares as
      a
      result of $24,000 of the May Davis, 6% mandatory convertible debentures being
      converted at $0.0113925.





Also,
      during the second quarter of 2006, the Company has issued $535,000 of one-year
      eight percent promissory notes to twelve accredited investors, and has repaid
      $165,624 of promissory notes.











**LIQUIDITY
      AND CAPITAL RESOURCES**




The
      following table compares The Amacore Group’s cash flows for the quarter ended
      March 31:




2005
            
            2004Net
                cash used by operating activities
            
            $
            (321,490
            )
            $
            (567,5721
            )Net
                cash provided (used) by investing activities
            
            
            50,000
            
            
            350Net
                cash provided by financing activities
            
            
            277,000
            
            
            728,000Net
                increase or (decrease) in cash
            
            $
            5,510
            
            $
            160,778





We
      funded
      The Amacore Group’s operations through the issuance of notes payable, amounting
      to $277,000 during the first quarter of 2006. Although management to date has
      been able to manage the cash flow shortfalls without interruption to our
      business, there can be no assurances that necessary financing will continue
      to
      be available. Management is seeking additional working capital to satisfy daily
      operating requirements. There can be no assurance that such additional financing
      will be available on terms acceptable to us.




During
      the first quarter of 2006, the Company issued 1 million shares of common stock
      as a result of $21,750 of the Divine mandatory convertible, 7% debentures being
      converted at $0.02175 per share, and 285,714 shares as a result of $6,000 of
      the
      May Davis, 6% mandatory convertible debentures being converted at $0.021 per
      share.





Also,
      during the first quarter of 2006, the Company issued a $277,000 one-year, eight
      percent promissory notes to nine accredited investors. Immediately $66,000
      of
      the notes were converted to 2,118,750 shares of common stock at a conversion
      rate ranging from $0.025 to $0.04 per share.





In
      March
      2006, the Company and a wholesale client, Motivano, reached an out-of-court
      settlement in regards to a lawsuit the Company had filed to enforce its right
      to
      audit the books and records of the wholesaler. The wholesaler agreed to allow
      an
      audit commencing sometime in June 2006. Although the outcome of the audit is
      not
      known, the Company expects that additional revenues are due to the Company
      for
      memberships that have not been reported and thus fees not remitted.





In
      March
      2006, another wholesaler, International Med-Care (IMC), reported to the Company
      that it will be enrolling approximately 200,000 new members in May. As of June
      1, 2006, IMC had already reported over 80,000 members. Annualized revenue from
      these new members will produce about $420,000.





In
      March
      2006, the Company sold the technology and patent rights for the PhotoScreener,
      which it had acquired in late 2004. The Company received $50,000 cash, the
      return of nearly 1.75 million shares of common stock it had issued for the
      acquisition, and the right to market the PhotoScreener for a commission, and
      the
      exclusive right to provide, for a fee, the interpretation/diagnosis of each
      film.





19





**PART
      II:**


**OTHER
      INFORMATION**











Item
      6.
      Exhibits and Reports on Form 8-K





(a)
                Exhibits Filed:
            31.1
                Certification of Chief Executive Officer Pursuant to Section
                302of
                the Sarbanes-Oxley Act of 200231.2
                Certification of the Acting Chief Financial Officer Pursuant to Section
                302of
                the Sarbanes-Oxley Act of 200232.1
                Certification of the Chief Executive Officer Pursuant to Section906
                of the Sarbanes-Oxley Act of 2002.32.2
                Certification of the Acting Chief Financial Officer Pursuant to Section906
                of the Sarbanes-Oxley Act of 2002.(b)
                Reports on Form 8-K:
            Current
                Report on Form 8-K dated April 24, 2006, for the purpose of reporting
                a
                financing arrangement with Dutchess Private Equities Fund, LP to
                sell up
                to $10 million of the Company’s common stock over a thirty-six month
                period, after a registration statement for the stock has been declared
                effective.













20

















**Signatures**





In
      accordance with the requirements of the Exchange Act, the registrant has caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.





THE
                AMACORE GROUP, INC.Date:
                June 16, 2006by:
                /s/ James L. KoenigJames
                L. KoenigActing
                Chief Financial Officer











21






**EXHIBIT
        INDEX**
 
 
 31.1
              Certification
                  of the Chief Executive Officer Pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 200231.2
              Certification
                  of the Acting Chief Financial Officer Pursuant to Section 302 of
                  the
                  Sarbanes-Oxley Act of 200232.1
              Certification
                  of the Chief Executive Officer Pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 200232.2
              Certification
                  of the Acting Chief Financial Officer Pursuant to Section 906 of
                  the
                  Sarbanes-Oxley Act of 2002














22