**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 September 30, 2005
 
 /_/     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.)
 
 
 1511
                  North Westshore Boulevard,
                Suite
                  925Tampa,
                  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 o
  Indicate
          by check mark whether the registrant is a shell company (as defined in
          Rule
          12b-2 of the Exchange Act). Yes o  No x


As
        of November 16, 2005, the issuer had outstanding 49,192,284 shares of
        common stock, $.001 par value.
 
 
 Transitional
        Small Business Disclosure Format: Yes o No
        x
 
 1
 Index










**THE
      AMACORE GROUP, INC.**





**FORM
      10-QSB**





**INDEX**











**PART
      I — FINANCIAL
      INFORMATION**





**ITEM
      1****FINANCIAL
      STATEMENTS**





Condensed
                Consolidated Balance Sheets
                 - September 30, 2005 and December 31, 2004
                (Restated)
            3Condensed
                Consolidated Statement of Operations - for the
                Three Months and  Nine Months Ended September 30, 2005 and
                2004
            4Condensed
                Consolidated Statement of Cash Flows -
                for the Three Months and Nine Months Ended September 30, 2005 and
                2004
            5Notes
                to Consolidated Financial Statements
            7**ITEM
                2**Management’s
                Discussion and Analysis of Financial
                Condition and Results of Operations
            17**PART
                II — OTHER
                INFORMATION****ITEM
                6**(a)
                Exhibits Filed
            23(b)
                Reports on Form 8-K
            23**SIGNATURES**
            24











2
 Index




**PART
        I —FINANCIALINFORMATION**
 
 **ITEM
        1**   **FINANCIALSTATEMENTS**





**THE
      AMACORE GROUP, INC.**


**CONSOLIDATEDBALANCE
      SHEETS**





**September
                30**
            
            **Dec.
                31****2005**
            
            **2004****(Unaudited)**
            
            **(Audited)****(Restated)****ASSETS**Current
                assetsCash
            
            $
            5,138
            
            $
            7,408Accounts
                receivable (net of $50,000 allowance for doubtful
                accounts)
            
            
            14,611
            
            
            50,184Non-trade
                receivables and employee receivables
            
            
            26,050
            
            
            46,050Prepaid
                expenses and deposits
            
            
            7,500
            
            
            132,334Total
                current assets
            
            
            53,300
            
            
            235,976Fixed
                assets (net of accumulated depreciation)
            
            
            27,645
            
            
            33,514Intellectual
                property (net of accumulation amortization)
            
            
            2,471,090
            
            
            2,307,572Total
                assets
            
            $
            2,552,034
            
            $
            2,577,062**LIABILITIES
                AND STOCKHOLDERS’ EQUITY (DEFICIT)**Current
                liabilitiesAccounts
                payable
            
            $
            707,311
            
            $
            788,745Loans
                and notes payable
            
            
            833,450
            
            
            801,950Accrued
                expenses and payroll taxes
            
            
            470,226
            
            
            319,829Deferred
                compensation - related party
            
            
            722,039
            
            
            582,720Deferred
                revenue
            
            
            41,118
            
            
            32,945Derivative
                financial instruments
            
            
            2,497,630
            
            
            3,755,443Total
                current liabilities
            
            
            5,271,774
            
            
            6,281,632Long
                term liabilitiesConvertible
                debenture
            
            
            159,675
            
            
            15,291Deferred
                Revenue
            
            
            39,510
            
            
            154,044Total
                long-term liabilities
            
            
            199,185
            
            
            169,355Total
                liabilities
            
            
            5,470,959
            
            
            6,450,967Redeemable
                preferred stockSeries
                C Mandatory Redeemable Preferred Stock;
              86
                shares authorized, issued and outstanding
              (aggregate
                liquidation value:  $860,000)
            
            
            135,293
            
            
            23,017Stockholders’
                Equity (Deficit)Preferred
                Stock, $.001 par value, 20,000,000 shares authorized;
              Series
                A convertible preferred stock;1,500 shares authorized;155and 155 shares issued and outstanding respectively (aggregate liquidation
                value**:**$155,000,)
            
            
            -
            
            
            -Series
                C, mandatory convertible stock, 86 sharesauthorized;
                86 sharesissued
                and outstanding. (aggregate liquidation value: $860,000)
            
            
            -
            
            
            -Common
                stock A ($.001 par value; 80,000,000 shares authorized;31,711,740
                and 23,174,173 shares issued and outstanding,
                respectively.)
            
            
            31,712
            
            
            23,170Common
                stock B ($.001 par value; 20,000,000 shares authorized;5,302,802
                shares and 4,462,802 shares issued and outstanding,respectively.)
            
            
            5,303
            
            
            4,463Additional
                paid-in capital
            
            
            46,599,025
            
            
            48,643,295Accumulated
                deficit
            
            
            (49,690,258
            )
            
            (52,567,850
            )Total
                stockholders’ equity (deficit)
            
            
            (2,918,925
            )
            
            (3,873,905
            )Total
                liabilities and stockholders’ equity (deficit)
            
            $
            2,552,034
            
            $
            2,577,062




**See
      notes to consolidated financial statements**





3
 Index





**THE
      AMACORE GROUP, INC.**


**CONSOLIDATEDSTATEMENTS
      OF OPERATIONS**






**FOR
                THE THREE**
              **MONTHS
                ENDED**
            
            **FOR
                THE NINE**
              **MONTHS
                ENDED****September
                30**
            
            **September
                30**
            
            **September
                30**
            
            **September
                30****2005**
            
            **2004**
            
            **2005**
            
            **2004****(Unaudited)**
            
            **(Unaudited)**
            
            **(Unaudited)**
            
            **(Unaudited)**REVENUESMembership
                fees
            
            $
            134,144
            
            $
            22,932
            
            $
            332,899
            
            $
            102,755OPERATING
                EXPENSESDepreciation
            
            
            1,733
            
            
            629
            
            
            5,520
            
            
            1,536Amortization
                of Intellectual property
            
            
            28,845
            
            
            
            
            
            86,535Rent
            
            
            32,890
            
            
            31,000
            
            
            95,860
            
            
            93,199Consulting
                expense
            
            
            (3,860,990
            )
            
            1,056,563
            
            
            (2,987,436
            )
            
            29,421,100Payroll
                expense
            
            
            295,179
            
            
            385,220
            
            
            1,045,943
            
            
            3,201,379Professional
                expense
            
            
            9,658
            
            
            104,599
            
            
            193,502
            
            
            272,014Insurance
                expense
            
            
            30,546
            
            
            32,637
            
            
            101,345
            
            
            100,127Travel
                and entertainment
            
            
            10,169
            
            
            97,746
            
            
            72,735
            
            
            266,422Contract
                labor
            
            
            18,000
            
            
            12,768
            
            
            53,415
            
            
            32,171Bad
                debt expense
            
            
            -
            
            
            25,000
            
            
            -
            
            
            36,500Office
                expense
            
            
            5,578
            
            
            (30,109
            )
            
            27,399
            
            
            46,037Telephone
            
            
            10,877
            
            
            6,366
            
            
            36,354
            
            
            27,475Trade
                shows
            
            
            8,889
            
            
            26,431
            
            
            14,853
            
            
            26,431Selling,
                general and administrative expenses
            
            
            (53,249
            )
            
            108,846
            
            
            81,570
            
            
            215,703Total
                expenses
            
            
            (3,461,875
            )
            
            1,831,265
            
            
            (1,172,405
            )
            
            33,740,094Operating
                income/(loss) from operations before other income and
                expense
            
            
            3,596,019
            
            
            (1,808,333
            )
            
            1,505,304
            
            
            (33,637,339
            )OTHER
                INCOME (EXPENSE)Interest
                expense
            
            
            (175,492
            )
            
            (661,901
            )
            
            (414,701
            )
            
            (1,704,324
            )Derivative
                instrument income (expense), net
            
            
            439,274
            
            
            (1,913,327
            )
            
            1,657,811
            
            
            (2,106,790
            )Total
                other income (expense)
            
            
            263,782
            
            
            (2,575,228
            )
            
            1,243,110
            
            
            (3,811,114
            )Net
                Income/(Loss)
            
            
            3,859,801
            
            
            (4,383,561
            )
            
            2,748,414
            
            
            (37,448,453
            )Less: 
                preferred stock dividends and accretions
            
            
            (60,282
            )
            
            (12,751
            )
            
            (112,276
            )
            
            (12,751
            )Income/(Loss) Applicable
                to Common Stockholders
            
            $
            3,799,519
            
            $
            (4,396,312
            )
            $
            2,636,138
            
            $
            (37,461,204
            )Basic
                income/(loss) per common share
            
            $
            0.11
            
            $
            (0.23
            )
            $
            0.08
            
            $
            (2.32
            )Diluted
              income/(loss) per common share
            
            $
            0.10
            
            $
            (0.23
            )
            $
            0.08
            
            $
            (2.32
            )Basic
                weighted average number of common shares outstanding
            
            
            34,166,334
            
            
            19,390,500
            
            
            31,429,328
            
            
            16,125,308Diluted
              weighted average number of common shares outstanding
            
            
            35,676,584
            
            
            19,390,500
            
            
            32,939,578
            
            
            16,125,308





**See
      notes to consolidated financial statements**








4
 Index







**THE
      AMACORE GROUP, INC.**


**CONSOLIDATEDSTATEMENTS
      OF CASH FLOWS**


**Nine
      Months ended September 30, 2005 and 2004**





**2005**
            
            **2004****(Unaudited)**
            
            **(Unaudited)**Cash
                flow from operating activitiesNet
                income/(loss)
            
            $
            2,748,414
            
            $
            (37,448,453
            )Adjustment
                to reconcile net loss to net cash provided by (used) in operating
                activitiesAmortization
                of discount on convertible debt
            
            
            187,505
            
            
            6,510Issuances
                of shares and warrants for services and interest
            
            
            (3,032,322
            )
            
            29,003,644Issuance
                of shares for conversion of debt and interest
            
            
            
            
            
            3,983,749Depreciation
            
            
            5,520
            
            
            1,508Amortization
                of intellectual property
            
            
            86,535Derivative
                instrument (income) expense, net
            
            
            (1,657,811
            )
            
            2,106,790Increase
                in allowance for uncollectible accounts
            
            
            
            
            
            36,500Loss
                on conversion of debt to equity
            
            
            36,712
            
            
            -Changes
                in operating assets and liabilities(Increase)
                decrease in accounts receivables
            
            
            35,573
            
            
            (21,446
            )(Increase)
                decrease in prepaid expenses
            
            
            87,334
            
            
            6,159(Increase)
                decrease in other current assets
            
            
            20,000Increase
                (decrease) in accounts payable and accrued expenses
            
            
            71,762
            
            
            (59,321
            )Increase
                (decrease) in deferred compensation
            
            
            139,319
            
            
            138,181Increase
                (decrease) in stock subscriptions receivable
            
            
            
            
            
            (59,816
            )Increase
                (decrease) in deferred revenue
            
            
            (106,361
            )
            
            (114
            )Net
                cash provided (used) by operating activities
            
            
            (1,377,820
            )
            
            (2,306,109
            )Cash
                flow from investing activitiesPurchases
                of property and equipment
            
            
            350
            
            
            (5,189
            )Increase
                in loan receivable
            
            
            
            
            
            (6,348
            )Investment
                in intangibles
            
            
            -
            
            
            -Net
                cash provided (used) by investing activities
            
            
            350
            
            
            (11,537
            )Cash
                flow from financing activitiesProceeds
                from sale of preferred stock
            
            
            37,500
            
            
            602,000Proceeds
                from sale of long-term debt
            
            
            400,000
            
            
            -Proceeds
                from short term borrowings loans and notes payable
            
            
            944,700
            
            
            2,358,185Proceeds
                from exercise of warrants
            
            
            -
            
            
            249,382Payments
                on convertible notes
            
            
            (7,000
            )
            
            (610,510
            )Net
                cash provided by financing activities
            
            
            1,375,200
            
            
            2,429,067Increase
                (decrease) in cash
            
            
            (2,270
            )
            
            111,421Beginning
                cash and cash equivalents
            
            
            7,408
            
            
            1,426Ending
                cash and cash equivalents
            
            $
            5,138
            
            $
            112,847





CONTINUED











5
 Index







**THE
      AMACORE GROUP, INC.**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS (RESTATED)**


**Nine
      Months ended September 30, 2005 and 2004**


**(CONTINUED)**




Supplemental
                cash flow disclosuresCash
                paid for interest
            
            $
            -
            
            $
            10,500Cash
                paid for income taxes
            
            $
            -
            
            $
            -Non-cash
                investing and financing activities:Warrants
                issued for services
            
            $
            -
            
            $
            16,197,311Accretion
                and dividends on preferred stock
            
            $
            112,276
            
            $
            12,751Stock
                issued for consulting services (net of cancellation)
            
            $
            (3,032,322
            )
            $
            10,462,583Stock
                issued to related parties for services
            
            $
            -
            
            $
            2,343,750Stock
                issued for conversion of debt and interest
            
            $
            906,200
            
            $
            3,983,749Reclassification
                of financial instruments from equity to liability
            
            $
            -
            
            $
            3,545,375Conversion
                of convertible debt to equity
            
            $
            79,833
            
            $
            -Issuance
                of common stock to convert debt (shares)
            
            
            814,085
            
            
            -





**See
      notes to consolidated financial statements**





















6
 Index











**PART
      I - FINANCIAL INFORMATION**





**THE
      AMACORE GROUP, INC.**


**NOTESTO
      CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**







**NOTE
      1 - NATURE OF OPERATIONS**




The
      Amacore Group, Inc. (the Company) markets vision care benefit plans and
      enhancements to plans provided by others. The Company's benefit plans and plan
      enhancements provide members and members of its plan sponsors (employers,
      associations and other organizations) the opportunity to obtain discounted
      eye
      care services and products from the Company’s national network of ophthalmic
      physicians, optometrists, eyewear suppliers, etc. The Company 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.






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




**Basis
      of Presentation**





The
      accompanying unaudited financial information has been prepared by The Amacore
      Group, Inc. (the Company) in accordance with accounting principals generally
      accepted in the United States of America for interim financial information,
      and
      in accordance with the instructions to Form 10-QSB, and Item 310(b) of
      Regulation S-B, of the Securities and Exchange Commission (SEC). In the opinion
      of management, all adjustments (consisting of normal and recurring adjustments)
      considered necessary for a fair representation have been included. Financial
      results for the interim three-month period are not necessarily indicative of
      the
      results that may be expected for the year ending December 31, 2005. The December
      2004 comparative balance sheet presented was derived from audited financial
      statements, but does not include all disclosures required with the audited
      annual statements. This financial information should therefore be read in
      conjunction with the financial statements and notes included with the Company’s
      Annual Report on Form 10-KSB/A#2 for the year ended December 31,
      2004.




The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the amounts reported in the financial statements and accompanying notes.
      Actual results could differ from those estimates.




**Principles
      of Consolidation**





The
      consolidated financial statements as of and for the quarter and nine months
      ended September 30, 2005 and 2004 include the accounts of The Amacore Group,
      Inc. and its wholly-owned subsidiary LBI, Inc. LBI, Inc was not acquired until
      July 2004. Significant intercompany balances and transactions have been
      eliminated in consolidation.





**Industry
      Segment**





The
      activities of LBI Inc. are immaterial for the first nine months of 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 Company considers all highly liquid
      debt instruments purchased with a maturity of three months or less to be cash
      equivalents.





7
 Index





**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 Company has selected July 1, as the
      annual date to test these assets for impairment. The unamortized balance of
      the
      intellectual property as of September 30, 2005 was approximately $2,471,090.





**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
      Company’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 Company 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 has been no impairment losses recorded.




**Concentration
      of Credit Risk**





Concentrations
      of credit risk with respect to sales to customers existed for 2004 in that
      approximately 46% of total sales were to a single plan sponsor. 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 Company has
      expanded its customer base and expects to reduce the impact of that one customer
      in 2005 by the addition of several other significant plan sponsors.




**Acquisition**





In
      July
      2004, the Company acquired 100% of the outstanding stock of LBI, Inc. (LBI)
      in
      exchange for $130,000 in cash and 100,000 shares of common A stock. Based upon
      the current trading value of the outstanding stock, the total purchase price
      was
      $483,000. LBI is a marketing company providing the brokerage of various
      insurance products for employees for commission income to various large
      international corporations. LBI is a service company and had no material assets
      or liabilities at the date of acquisition and the entire purchase price had
      been
      charged to Goodwill. It was later determined that the lack of significant assets
      and historical income would not allow for the treatment of LBI as a business
      and, therefore, the acquisition was recorded as marketing expense in 2004.
      The
      principals of LBI have a long history of successful business activity and
      relationships with customers. It is anticipated that the activity of LBI will
      produce significant revenues and operating income for the Company as well as
      provide additional customers for its main service offerings.





**Intellectual
      Property**




In
      December 2004, the Company 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 technology is an integral
      part of the overall service offerings of the company and will provide
      opportunity for expanding into other licensing and sale of the Screeners in
      the
      future. The Company 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 due in October 2005 in the amount of 1,562,500 shares of
      common stock was completed in September 2005. The Company 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. The PhotoScreener is being amortized over a
      period of twenty years beginning in January 2005.





8
 Index





**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 Company also sells smaller amounts of two and three year memberships which
      are amortized over their respective periods. The Company 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 Company also 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.





**Stock
      Based Compensation**





The
      Company accounts for equity instruments issued to employees for services based
      on the fair value of the equity instruments issued and accounts for equity
      instruments issued to other than employees based on the fair value of the
      consideration received or the fair value of the equity instruments whichever
      is
      more reliably measurable.





The
      Company accounts for stock based compensation in accordance with SFAS 123
“Accounting for Stock-Based Compensation”. The provisions of SFAS 123 allow
      companies to either expense the estimated fair value of the stock options or
      to
      continue to follow the intrinsic value method set forth in Accounting Principles
      Board Opinion 25, “Accounting for Stock Issued to Employees” (“APB 25”) but
      disclose the pro forma effects on net income (loss) had the fair value of the
      options been expensed. The Company has elected to continue to apply APB 25
      in
      accounting for its stock option incentive plans. No stock-based employee
      compensation cost is reflected in net income, as all options granted under
      the
      plan had an exercise price equal to the market value of the underlying common
      stock on the date of grant. The following table illustrates the effect on net
      income and earnings per share had the Company applied the fair value recognition
      provision of SFAS 123 to stock based employee compensation.







**FOR
                THE THREE**
              **MONTHS
                ENDED**
            
            **FOR
                THE NINE**
              **MONTHS
                ENDED****Sept.
                30**
            
            **Sept.
                30**
            
            **Sept.
                30**
            
            **Sept.
                30****2005**
            
            **2004**
            
            **2005**
            
            **2004****(Unaudited)**
            
            **(Unaudited)**
            
            **(Unaudited)**
            
            **(Unaudited)**Net
                Income (Loss):As
                reported
            
            $
            3,799,519
            
            $
            (4,396,312
            )
            $
            2,636,138
            
            $
            (37,461,204
            )Compensation
                cost based on fair value method
            
            $
            -
            
            $
            -
            
            $
            (237,170
            )
            $
            -Pro
                forma loss applicable to common shareholders
            
            $
            3,799,519
            
            $
            (4,396,312
            )
            $
            2,398,968
            
            $
            (37,461,204
            )Basic
                income (loss) per common share:As
                reported
            
            $
            0.11
            
            $
            (0.23
            )
            $
            0.08
            
            $
            (2.32
            )Pro
                forma
            
            $
            0.11
            
            $
            (0.23
            )
            $
            0.08
            
            $
            (2.32
            )







9
 Index





**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.





**Accounts
      Receivable**




Accounts
      receivable, net, are stated at estimated net realizable value. Accounts
      receivable are mostly comprised of balances due from memberships and product
      endorsements, 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.




**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 8) 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 9).





**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
      Company has adopted SFAS 109.  The Company 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.




**Earnings/(Loss)
      Per Common Share**




Basic
      earnings/(loss) per common share was computed using (a) as the numerator, net
      income/(loss) adjusted for preferred stock dividends and accretions and (b)
      as
      the denominator, the weighted average number of shares outstanding during the
      periods presented. The Company follows FAS 128 in computing diluted earnings
      per
      share which requires the use of the reverse treasury stock method to account
      for
      the dilutive effect of written put options and similar contracts that are "in
      the money" during the reporting period.  Under that method, the incremental
      number of shares is computed as (a) the number of shares that would need to
      be
      issued for cash at the average market price during the period to obtain cash
      to
      satisfy the put obligation less (b) the number of shares received from
      satisfying the put.






**NOTE
      3 - RESTATEMENTS**





**Forgiveness
      of accrued expenses**




The
      Company ascertained additional information subsequent to issuing its financial
      statements for December 31, 2003 regarding the forgiveness of payroll liability
      in the amount of $928,639 to its principle officers. The forgiveness of the
      accrued liability for officers’ compensation was recorded as a forgiveness of
      debt income in the Statement of Operations. It was reclassified as a
      contribution to capital in the financial statements presented. Therefore, the
      financial statements for 2003 were restated to reflect that change by reducing
      income and increasing paid in capital for that amount.





10
 Index





**Acquisition
      of LBI**




The
      Company acquired the assets and customer goodwill of LBI in 2004 for $483,000
      and originally recorded the acquisition as goodwill since there were no
      significant assets acquired. It was later determined that the lack of
      significant assets and historical income would not allow for the treatment
      of
      LBI as a business and, therefore, the acquisition was recorded as marketing
      expense. Therefore, the financial statements for 2004 were restated to reflect
      the change by increasing operating expense and reducing goodwill for that
      amount.





**Financial
      Instruments**





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 within 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. Fair value adjustments
      included in restated earnings (loss) related to these instruments amounted
      to $1,330,879 and
      $1,884,261 during the nine months ended September 30, 2005 and the year ended
      December 31, 2004, respectively.




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




As
      of
      September 30, 2005, due to stockholders/officers included the deferred
      compensation of $722,039.






**NOTE
      5 - ACCOUNTS RECEIVABLE, NET**





Accounts
      receivable, net of allowance for uncollectibles of $50,000 was $14,611 as of
      September 30, 2005.





**NOTE
      6 - PROPERTY AND EQUIPMENT, NET**





As
      of
      September 30, 2005, Property and equipment, net of accumulated depreciation
      of
      $75,423, was $27,645.




**NOTE
      7 - NOTES AND LOANS PAYABLE**





Notes
      and
      loans payable consist of the following as of September 30, 2005:





Promissory
                Notes payable to shareholder/investor; bearing
              1.53%
                interest per annum through June 2004, increasing to
              15%
                thereafter; currently in default.
            
            $
            114,950Notes
                payable to investors and shareholders; bearing
              interest
                ranging from 5.75% through 12% per annum;
              due
                through December 2004; currently in default.
            
            $
            718,500$
            833,450





During
      the first nine months of 2005, the Company has issued $906,200 of one-year,
      ten
      percent promissory notes to accredited investors who immediately converted
      their
      investments into 5,339,392 shares of common stock at conversion rates between
      $0.10 and $0.50 per share.




As
      of
      September 30, 2005, all notes and loans payable were classified as current
      maturities.





11
 Index





**NOTE
      8—CONVERTIBLE DEBENTURES**





Convertible
      debentures consist of the following as of September 30, 2005 and December 31,
      2004:





Sept.
                30,
              2005
            
            December
                31,
              2004Face
                value $290,167, 7% Convertible Debentures, due between February 10,
                2007
                and December 27, 2007**(a)**
            
            $
            154,869
            
            $
            15,291Face
                value $400,000, 6% Convertible Debentures due between March 28, 2008
                and
                July 15, 2008**(b)**
            
            
            4,806
            
            
            -$
            159,675
            
            $
            15,291





**(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
      September 30, 2005, $79,833 of the debentures had been converted into 814,085
      shares of common stock at conversion rates between $0.0825 and $0.16. The
      conversion resulted in a loss on conversions of $36,712 that 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.





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 has, filed a Registration Statement to cover the resale
      of the shares issuable upon the conversion of the debentures. The debentures
      will be issued to less than thirty-five accredited investors in reliance upon
      the exemption provided by 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 395% and 390%,
      respectively. Amortization of the discounts, which is included in interest
      expense, amounted to $187,505 and $15,291 during the nine months ended September
      30, 2005 and the year ended December 31, 2004, 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 in 150 days following
      the closing of each traunch of financing. The Company has recorded liquidating
      damages of $65,940 and $32,300 during the nine months ended September 30, 2005
      and the year ended December 31, 2004, respectively.







12
 Index





**NOTE
      9—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
      $112,276 and $23,017 during the nine months ended September 30, 2005 and the
      year ended December 31, 2004, respectively.







**NOTE
      10 - COMMON STOCK**




In
      2004,
      the Company received approval from its shareholders, to increase its authorized
      shares from fifty million shares to one hundred twenty million shares,
      consisting of eighty million shares of Class A common stock, twenty million
      shares of Class B common stock and twenty million shares of its preferred stock.
      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.




In
      January 2005, Amacore Group raised $37,000 from the sale of 840,000 shares
      of
      class B common stock.






**NOTE
      11 - WARRANTS**




During
      the first nine months ending September 30, 2005, the Company issued warrants
      to
      purchase 1,500,000 shares of Class A common stock to employees and 1,325,000
      warrants to board members.  The value of the warrants was determined to be
      $182,814 using the Black Scholes option pricing model with a volatility of
      249%,
      a risk-free interest rate of 3.82%, an exercise price of $0.16 and an estimated
      four year life.  In addition, 684,720 warrants issued in prior years have
      expired. At September 30, 2005 there were 4,587,370 warrants to purchase Class
      A
      common stock outstanding.




See
      Note
      13 Financial
      Instruments for
      additional information about the accounting for warrants.







**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 share calculation at September 30, 2005.





13
 Index





The
      following sets for the computation of basic and diluted net earnings (loss)
      per
      common share for the nine months ended September 30, 2005 and 2004:








2005
            
            2004Numerator:Net
                income (loss) available to common stockholders
            
            $
            2,636,138
            
            $
            (37,461,204
            )Denominator:Weighted
                average basic share outstanding
            
            
            31,429,328
            
            
            16,125,308Employee
                stock options and warrants
            
            
            1,510,250
            
            
            -Dilutive
                effect of derivative contracts indexed to the company stock
                **(a)**
            
            
            -
            
            
            -Weighted
                average fully diluted shares outstanding
            
            
            32,939,578
            
            
            16,125,308Net
                earnings per common share - basic and diluted
            
            $
            0.08
            
            $
            (2.32
            )





During
      the 2004 period presented, common stock equivalents were not considered as
      their
      effect would be anti-dilutive.




**(a)** 
Although
      the derivative
      financial instruments from the Convertible Debentures and the Series C Preferred
      Stock are "in the money" contracts, the effects of inclusion of the incremental
      shares in dilutive earnings per share would be anti-dilutive.








**NOTE
      13 - FINANCIAL INSTRUMENTS**








Fair
      Value of Financial Instruments (other than Derivative Financial
      Instruments)





The
      carrying amount of cash, accounts receivable, accounts payable and accrued
      expenses approximates fair value because of their short maturity. The carrying
      amounts of loans and notes payable approximates fair value based on interest
      rates that approximate market interest rates for these instruments.





The
      fair
      values of the 7% Convertible Debentures and the 6% Convertible Debentures amount
      to approximately $315,200 and $332,250, respectively, as of September 30, 2005.
      (See Note 8—Convertible Debentures). Fair values for the convertible debentures
      were calculated at net present value using the Company’s weighted average
      borrowing rate of 12.4% for debt instruments without conversion features applied
      to total future cash flows of the instruments.





Derivative
      Financial Instruments





The
      caption derivative financial instruments consist of (a) the embedded conversion
      feature bifurcated from the 7% Convertible Debentures, (b) the embedded
      conversion feature bifurcated from the 6% Convertible Debentures (c) the
      embedded conversion feature bifurcated from the Series C Preferred Stock, (d)
      the Warrants issued in connection with the Series C Preferred Stock, and (e)
      Other Warrants. (Also See Note 8—Convertible Debentures and Note 9—Redeemable
      Preferred Stock). These derivative financial instruments are indexed to an
      aggregate of 17,270,000 shares of the Company’s common stock as of September 30,
      2005 (5,072,000 shares at December 31, 2004) and are carried at fair value.
      The
      following tabular presentations set forth information about the derivative
      instruments.





14
 Index








As
      of and
      for the nine months ended September 30, 2005:





Embedded
                Conversion Features:
            
            7%
                Convertible
              Debentures
            
            6%
                Convertible
              Debentures
            
            Series
                C
              Preferred
            
            Sub-TotalFair
                value
            
            $
            417,230
            
            $
            566,667
            
            $
            891,852
            
            $
            1,875,749Fair
                value adjustments:Contract
                inception
            
            $
            -
            
            $
            360,933
            
            $
            -
            
            $
            360,933End
                of period
            
            
            (122,418
            )
            
            (194,266
            )
            
            (135,681
            )
            
            (452,369
            )Total
                period (income) loss
            
            $
            (122,418
            )
            $
            (166,667
            )
            $
            (135,681
            )
            $
            (91,432
            )






Warrants:
            
            Warrants
              (Note
                9)
            
            Other
              Warrants
                (a)
            
            TotalFair
                value
            
            $
            68,000
            
            $
            553,882
            
            $
            2,497,630Fair
                value adjustments:Contract
                inception
            
            $
            -
            
            $
            -
            
            $
            360,933End
                of period
            
            
            (236,000
            )
            
            (1,330,379
            )
            
            (2,018,744
            )Total
                period (income) loss
            
            $
            (236,000
            )
            $
            (1,330,379
            )
            $
            (1,657,811
            )





As
      of and
      for the year ended December 31, 2004:





Embedded
                Conversion Features:
            
            7%
                Convertible
              Debentures
            
            6%
                Convertible
              Debentures
            
            Series
                C
              Preferred
            
            Sub-TotalFair
                value
            
            $
            539,648
            
            $
            -
            
            $
            1,027,533
            
            $
            1,567,181Fair
                value adjustments:Contract
                inception
            
            $
            195,197
            
            $
            -
            
            $
            469,783
            
            $
            664,980End
                of period
            
            
            (25,548
            )
            
            -
            
            
            (44,249
            )
            
            (69,797
            )Total
                period (income) loss
            
            $
            169,649
            
            $
            -
            
            $
            425,534
            
            $
            595,183





Warrants:
            
            Warrants
              (Note
                9)
            
            Other
              Warrants
                (a)
            
            TotalFair
                value
            
            $
            304,000
            
            $
            1,884,262
            
            $
            3,755,443Fair
                value adjustments:Contract
                inception
            
            $
            976,000
            
            $
            -
            
            $
            1,640,980End
                of period
            
            
            (672,000
            )
            
            (1,661,115
            )
            
            (2,402,912
            )Total
                period (income) loss
            
            $
            304,000
            
            $
            (1,661,115
            )
            $
            (761,932
            )





**(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.





15
 Index





**(b)** Fair
      value for option-based financial instruments is determined using the
      Black-Scholes Valuation Model. Significant assumptions as of September 30,
      2005
      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-$0.11, $0.12, $0.14 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, 2004 for the embedded conversion feature on
      the
      7% Convertible Debentures, the embedded conversion feature on the Series C
      Preferred Stock and the Warrants, respectively, included: strike price-$0.50,
      $0.58 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
      September 30, 2005, the Company was involved in various lawsuits, claims or
      disputes arising in the normal course of business.  During the first nine
      months of 2005, the Company established a contingency reserve of approximately
      $31,000 for a legal matter in which the court ruled against the Company. The
      Company has appealed the case. 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.





The
      Company filed a lawsuit against one of its significant customers (a wholesaler)
      to enforce its rights to audit the books and records of the wholesaler with
      the
      expectation that additional revenues are due to the Company and have not been
      remitted to date. The Company also contacted a second wholesaler, who determined
      that due to system problems, the wholesaler does owe the Company an unspecified
      amount of enrollment fees for prior years. The Company expects to receive the
      fees in 2005.






**NOTE
      15 - SUBSEQUENT EVENTS**




During
      the fourth quarter of 2005, the Company issued a $199,000 of one-year, ten
      percent promissory notes to seven accredited investors, who immediately
      converted the notes to 2,156,666 shares of common stock at a conversion rate
      ranging from $0.075 to $0.10 per share. In addition, one of these accredited
      investors converted $4,000 received by the Company on September 30, 2005 to
      40,000 shares during the fourth quarter of 2005. During
      the fourth quarter, the Company issued to Dunhill Capital a total of 3.3 million
      shares to be used as collateral for a bridge loan of approximately
      $200,000.








**NOTE
      16 - 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 Company as a going concern.  However, the
      Company has sustained operating losses in recent years.  Further for the
      nine months ended September 30, 2005, the Company had negative working
      capital of approximately $5,218,474, a net gain of approximately $2,497,630
      but
      has incurred substantial losses in previous years resulting in an accumulated
      deficit of approximately $49,690,258.  Although these factors raise
      substantial doubt about the ability of the Company to continue as a going
      concern the Company has taken several actions to ensure that the Company will
      continue as a going concern through September 30, 2006.













16
 Index











**THE
      AMACORE GROUP, INC** .




***Item
      6.  Management'sDiscussion and Analysis of Financial
      Condition and Results of Operations***






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 Company.  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. 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 Company's products to attain broad market acceptance;
      (ii) inability of Amacore Group to complete its product development; (iii)
      the
      impact of competitive products and pricing; (iv) 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 Quarterly Report on Form 10-QSB.






**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. 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 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, Amacore
      Group has continued to market the plan on a retail basis but 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 will generate a much higher level of
      revenue for 2005 and subsequent years.




In
      late
      2004, Amacore Group acquired another company, LBI Brokerage, a managing general
      agency for group health and life insurance products (products that are
      synergistic with 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 market its product line
      (including 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, 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, which has been approved by the FDA.







17
 Index





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
      nine months ended September 30, 2005, Amacore Group’s gross income of $332,899
      was approximately $230,000 more than Amacore Group’s gross income recorded in
      the same timeframe in 2004 of $102,755. Approximately $77,000 of this increase
      resulted from commission income earned by LBI during the first nine months
      of
      2005. The remaining $153,000 increase in revenue, derived from the sales of
      memberships, resulted from Amacore Group shifting its emphasis, as discussed
      above, from retail marketing of memberships to the wholesale marketing of its
      memberships and to the development of a more diversified and expanded wholesale
      customer base, one which will include Amacore Group’s program as a premium
      benefit under the wholesale customer’s label. Approximately $82,000 of
      the increase was attributable to the recognition of revenues received in late
      2004 from a wholesale customer but partially earned during the first nine months
      of 2005., as well as an additional $24,000 recognized for retail revenues as
      earned. The Company also had approximately $47,000 of wholesale revenue growth
      in the first nine months 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 nine months ending September 30, 2005 of
      $(1,172,405) decreased by approximately $34,912,000 from the same period in
      2004.  Comparison of the more significant components of SG&A expenses
      follows:




Nine
                Months Ended September 302005
            
            2004
            
            Increase
              (Decrease)Depreciation
            
            $
            5,520
            
            $
            1,536
            
            $
            3,984Amortization
                of intellectual property
            
            
            86,535
            
            
            -
            
            
            86,535Payroll
                & Related Expenses
            
            
            1,045,943
            
            
            3,201,379
            
            
            (2,155,436
            )Business
                Travel/Trade Shows
            
            
            96,423
            
            
            242,134
            
            
            (145,711
            )Insurance
            
            
            101,345
            
            
            100,127
            
            
            1,208Professional/Consulting
                Fees
            
            
            (2,793,934
            )
            
            29,693,114
            
            
            (26,899,180
            )Rent
            
            
            95,860
            
            
            93,199
            
            
            2,661All
                Other SG&A expenses
            
            
            189,903
            
            
            408,605
            
            
            (218,702
            )Total
            
            $
            (1,172,405
            )
            $
            33,740,094
            
            $
            (34,912,499
            )






Depreciation
      expense, which is computed on a straight-line method over the assets estimated
      lives, increased by $3,984 over the same period in 2004, because The Amacore
      Group purchased some computers late in 2004.





Amortization
      of the PhotoScreener (intellectual property) was $86,535 for the first nine
      months of 2005, which was the first year that any amortization was
      recorded.





18
 Index





Salaries
      and related expenses for the nine months ended September 30, 2005, declined
      about $2,155,000 to $1,045,943, primarily because of a $2.3 million non-cash
      charge to payroll expense in 2004 for common stock issued by the Company to
      its
      officers partially offset by a $135,000 non-cash charge for warrants issued
      to
      the officers in 2005.




Insurance
      expense of $101,345 was approximately $1,200 more than the first nine months
      of
      2004 because of increased rates and more employees being covered by the medical
      plan.





Professional/consulting
      fees of $(2,793,934 were approximately $26,899,000 less than the same period
      in
      2004. In the first nine months of 2004, The Amacore Group issued stock and/or
      warrants to consultants and the resultant non-cash charge to expense was
      $28,179,000 as compared to a non-cash charge in the first nine months of 2005
      for shares/warrants issued to consultants of $426,000. In 2005, one million
      of
      the shares issued in 2004 were cancelled, which resulted in a credit to expense
      of $4 million. The Company also incurred a non-cash charge to legal expenses
      in
      the first nine months of 2004 of approximately $47,000 because of stock/warrants
      being issued to attorneys. During the first quarter of 2005, the Company
      established a contingency reserve of approximately $31,000 for a legal matter
      in
      which the court ruled against the Company. The Company has appealed the
      case.  Management expects to continue to issue securities for
      professional/consulting fees if it lacks sufficient cash for such payments.




Other
      expenses for the current period declined about $219,000 to $189,903 mainly
      because of the expenses The Amacore Group incurred with its private placements
      in 2004, bad debt expense; reduced travel in 2005 and the 2005 reversal of
      unearned commissions recorded in the prior years.




**Interest
      Expense:**





Interest
      expense for the nine months ended September 30, 2005 amounted to $414,701
      compared to $1,704,324 for the nine months ended September 30, 2004. 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 nine months ended September 30, 2005
      amounted to $approximately $77,000 compared to $about 113,000 for the nine
      months ended September 30, 2004.





Amortization
      of the discounts on our convertible debentures for the nine months ended
      September 30, 2005 amounted to $187,505 compared to $6,510 for the nine months
      ended September 30, 2004. 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 nine months ended September 30, 2005 amounted to $65,940. Such
      charges began accruing in July 2004; therefore, no comparable amounts were
      recorded for the nine months ended September 30, 2004. Liquidating damages
      will
      continue accrue at 2% of the face value ($745,000) 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 nine months ended
      September 30, 2005 amounted to $36,712. There were no conversions during the
      year 2004. Losses on conversions of convertible debentures may continue to
      arise
      if the creditors convert their securities. Subsequent to September 30, 2005,
      two
      creditors have converted $18,500 of the debentures into 217,299 shares of common
      stock.





In
      addition to the above items, in early 2004 The Amacore Group issued shares
      of
      common stock in lieu of cash and issued warrants with promissory notes which
      resulted in a non-cash charge to interest expense of nearly $1,572,000.





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





Derivative
      instrument income (expense), net for the nine months ended September 30, 2005
      amounted to $1,657,811 compared to ($2,106,790) for the nine months ended
      September 30, 2004. 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.





19
 Index





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.




**Net
      income/(loss):**





Our
      net
      income amounted to $2,748,414 for the nine months ended September 30, 2005
      compared to a net loss of $(37,448,453) for the nine months ended September
      30,
      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 $112,276 for the nine months ended
      September 30, 2005, compared to $12,751for the same period in 2004. Our
      preferred stock was not issued until August 2004; therefore, the amount was
      significantly less 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.





**Income/(Loss)
      per common share:**





Earnings
      per common share amounted to $0.08 for the nine months ended September 30,
      2005
      compared to a loss per share of ($2.32) for the nine months ended September
      30,
      2004. Earnings/(Loss) per common share is calculated by dividing earnings/(loss)
      applicable to common stockholders by the weighted average number of common
      shares outstanding. The Company follows FAS 128 in computing diluted earnings
      per share which requires the use of the reverse treasury stock method to account
      for the dilutive effect of written put options and similar contracts that are
      "in the money" during the reporting period.  Under that method, the
      incremental number of shares is computed as (a) the number of shares that would
      need to be issued for cash at the average market price during the period to
      obtain cash to satisfy the put obligation less (b) the number of shares received
      from satisfying the put.





**Loans
      to Stockholders and Officers:**





As
      of
      September 30, 2005, there were no loans or advances to officers.




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 8 Convertible
      Debentures in our
      quarterly financial statements for information about liquidating damages that
      we
      are accruing related to our convertible debentures. As noted in the caption
      interest expense, above, we have recorded $65,940 during the nine months ended
      September 30, 2005 for liquidating damages and will continue to accrue such
      amounts until we satisfy the requirements of our debenture
      agreements.




OFF
      BALANCE SHEET ARRANGEMENTS




We
      do not
      have any off balance sheet arrangements as of September 30, 2005 or as of the
      date of this report.










SUBSEQUENT
      EVENTS




During
      the fourth quarter of 2005, the Company issued $199,000 of one-year, ten percent
      promissory notes to seven accredited investors, who immediately converted the
      notes to 2,256,666 shares of common stock at a conversion rate ranging from
      $0.075 to $0.10 per share. In addition, one of these accredited investors
      converted $4,000 received by the Company on September 30, 2005 to 40,000 shares
      during the fourth quarter.





20
 Index





During
      the fourth quarter, the Company issued to Dunhill Capital a total of 3.3 million
      shares to be used a collateral for a bridge loan of approximately $200,000.







**LIQUIDITY
      AND CAPITAL RESOURCES**




**SEPTEMBER
      30, 2005 COMPARED TO SEPTEMBER 30, 2004**





Our
      financial statements have been prepared in conformity with accounting principles
      generally accepted in the United States of America, which contemplates
      continuation of the Company as a going concern. However, we have sustained
      operating losses in recent years. Further, for the nine months ended September
      30, 2005, we have negative working capital of approximately $5,218,474. Although
      a net gain of $2,497,630 was recorded for this same period, we have incurred
      substantial losses in previous years resulting in an accumulated deficit of
      approximately ($49,690,000). Although these factors raise substantial doubt
      about our ability to continue as a going concern our management has taken
      several actions to ensure that the Company will continue as a going concern
      through September 30, 2006.





The
      following table compares The Amacore Group’s cash flows for the nine months
      ended September 30, 2005 and 2004:







2005
            
            2004Net
                cash used by operating activities
            
            $
            (1,377,820
            )
            $
            (2,306,109
            )Net
                cash used by investing activities
            
            
            350
            
            
            (11,537
            )Net
                cash provided by financing activities
            
            
            1,375,200
            
            
            2,429,067Net
                increase or (decrease) in cash
            
            $
            (2,270
            )
            $
            111,421




Summary
      information about cash flow activities for the nine months ended September
      30,
      2005 :




From
      time
      to time, we experience cash flow shortages due to current demands of our market
      development and enhancement program and lack of capital resources. We have
      funded Amacore Group’s operations through the issuance of short-term and
      long-term notes payable, amounting to $1,375,200 during the first nine months
      of
      2005. All of the short-term notes, $906,200, issued during the first nine months
      of 2005 were converted to Class A common shares. In addition, during the first
      nine months of 2005, the Company received an investment of $400,000 through
      a
      financing arrangement with Divine Capital. The financing agreement was signed
      in
      March 2005 whereby Divine Capital would raise up to $1 million of three-year,
      six percent, mandatory convertible debentures. The debentures are convertible,
      at any time, into class A common stock at a conversion price equal to 75% of
      the
      lowest closing price per share for the twenty days immediately preceding the
      date of conversion, or as otherwise provided in the debentures.  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 debentures will be
      issued to less than thirty-five accredited investors in reliance upon the
      exemption provided by Rule 506 of Regulation D promulgated under the Securities
      and Exchange Act of 1933, as amended.




In
      January 2005, Amacore Group sold 840,000 shares of its class B common stock
      for
      $37,000.




During
      the first nine months of 2005, the Company issued $906,200 of one-year, ten
      percent promissory notes to twelve accredited investors. The investors
      immediately converted the promissory notes into 5,339,392 shares of the
      Company’s class A common stock.




The
      Company has filed a lawsuit against one of its significant customers (a
      wholesaler) to enforce its rights to audit the books and records of the
      wholesaler with the expectation that additional revenues are due to the Company
      and have not been remitted to date. The Company also contacted a second
      wholesaler, who determined that due to system problems, the wholesaler does
      owe
      the Company an unspecified amount of enrollment fees for prior years. The
      Company expects to receive the fees in 2005.




The
      Company recorded a contingency reserve of approximately $31,000 for a legal
      matter in which the court ruled against the Company. The Company has appealed
      the case.







21
 Index





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 at all on terms
      acceptable to us.







Summary
      information about financial condition as of September 30, 2005:





We
      have a
      working capital deficiency at September 30, 2005 of $5,218,474, compared to
      a
      working capital deficiency of $6,045,646 at December 31, 2004. Our current
      assets decreased $182,676, to $53,300, as of September 30, 2005. The decrease
      was largely due to amortizations and decreases in prepaid expenses. Our current
      liabilities decreased $1,080,686, to $5,271,774 as of September 30, 2005. Our
      current liabilities include $2,497,630 and $5,271,774 as of September 30, 2005
      and December 31, 2004, respectively, of derivative financial instruments. These
      instruments, while indexed to 17,270,000 and 5,072,000 shares of our common
      stock at September 30, 2005 and December 31, 2004, respectively, are carried
      as
      liabilities at fair value and, for accounting purposes. The decrease in this
      current liability is largely attributable to the decline in our trading stock
      price over the reporting periods. Further declines in our trading stock price
      will result in decreases to this liability. However, increases in our stock
      price, or material changes in the assumptions underlying our valuation
      methodology, may result in increases in this liability; such increase could
      be
      material. We will continue to carry these instruments as liabilities until
      we
      acquire the ability to net share settle the instruments. That will occur when
      both (a) a registration statement covering the securities into which these
      instruments are indexed becomes effective and (b) we have sufficient authorized
      and unissued common stock to physical settle the instruments.





As
      of
      September 30, 2005 and December 31, 2004, we have convertible debentures
      outstanding with a carrying value of $159,675 and $15,291, respectively, which
      have a face value of $690,167. We are amortizing the discounts, to interest
      expense, over the term of the debentures using the effective interest method.
      Effective interest rates range from 390% to 395%. Accordingly, if not converted
      before maturity, these liabilities will be amortized to $690,167.





As
      of
      September 30, 2005 and December 31, 2004, we have redeemable preferred stock
      outstanding with a carrying value of $135,293 and $23,017, respectively, which
      have a redemption value of $860,000. We are accreting the discounts, through
      charges to retained earnings, over the redemption period using the straight
      line
      method. Accordingly, if not converted or redeemed before the redemption period,
      these mezzanine securities will be accreted to $860,000.

















22
 Index







PARTII.OTHER
      INFORMATION











Item
      6.
Exhibitsand Reports on Form 8-K






(a)
                  Exhibits Filed:
              31.1
              Certification
                  of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
                  Act of 200231.2
              Certification
                  of 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 2002.32.2
              Certification
                  of the Acting Chief Financial Officer Pursuant to Section 906 of
                  the
                  Sarbanes-Oxley Act of 2002.(b)
                  Reports on Form 8-K:
              None





23
 Index














**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: November
              21, 2005
            By:
            /s/ James
              L.
              KoenigJames
                L. Koenig
              Acting
                Chief Financial Officer













24
 Index











**EXHIBIT
      INDEX**








31.1
            Certification
                of the Chief Executive Officer Pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002





31.2
            Certification
                of the Acting Chief Financial Officer Pursuant to Section 302 of
                the
                Sarbanes-Oxley Act of 2002





32.1
            Certification
                of the Chief Executive Officer Pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002





32.2
            Certification
                of the Acting Chief Financial Officer Pursuant to Section 906 of
                the
                Sarbanes-Oxley Act of 2002