**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 June 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


As
        of August 15, 2005, the issuer had outstanding 33,622,584 shares
        of
        common stock, $.001 par value.
 
 
 Transitional
        Small Business Disclosure Format: Yes o No
        x
 
 
  Index
   **THE
        AMACORE GROUP, INC.**
 
 **FORM
        10-QSB**
 
 **INDEX**
 
 
 PART I
                  FINANCIAL INFORMATIONITEM
                  1
              FINANCIAL
                  STATEMENTSCONDENSED
                  CONSOLIDATED BALANCE SHEETS - June 30, 2005 and
                  December 31, 2004 (Restated)
              3CONDENSED
                  CONSOLIDATED STATEMENT OF OPERATIONS - For the Three
                  and Six MonthsEnded
                  June 30, 2005 and 2004
              4CONDENSED
                  CONSOLIDATED STATEMENT OF CASH FLOWS - For the
                  Six Monthsended
                  June 30, 2005 and 2004
              5NOTES
                  TO CONSOLIDATED FINANCIAL
                  STATEMENTS
              6ITEM
                  2
              MANAGEMENT’S
                  DISCUSSION AND ANALYSISof
                  Financial Condition and Results of
                  Operations
              14PART
                  II OTHER INFORMATIONITEM
                  6.
              (a)
                  EXHIBITS FILED:
              18(b)
                  REPORTS ON FORM 8-K
              18SIGNATURES
              
              19
 
  2
 Index






**PART** **I - FINANCIALINFORMATION**
 **Item
        1.  FinancialStatements**
 **THE
        AMACORE GROUP, INC.**
 **CONSOLIDATED
        BALANCE** **SHEETS**
 
 **June
                  30**
              
              **Dec.
                  31****2005**
              
              **2004****(Unaudited)**
              
              **(Restated)****ASSETS**Current
                  assetsCash
              
              $
              31,542
              
              $
              7,408Accounts
                  receivable (net of $50,000 allowancefor
                  doubtful accounts)
              
              
              25,033
              
              
              50,184Non-trade
                  receivables and employee receivables
              
              
              36,252
              
              
              46,050Prepaid
                  expenses and deposits
              
              
              18,750
              
              
              132,334Total
                  current assets
              
              
              111,577
              
              
              235,976Fixed
                  assets (net of accumulated depreciation)
              
              
              29,377
              
              
              33,514Intellectual
                  property (net of accumulation amortization)
              
              
              2,249,935
              
              
              2,307,572Total
                  assets
              
              $
              2,390,889
              
              $
              2,577,062**LIABILITIES
                  AND STOCKHOLDERS’ EQUITY (DEFICIT)**Current
                  liabilitiesAccounts
                  payable
              
              $
              827,807
              
              $
              788,745Loans
                  and notes payable
              
              
              801,450
              
              
              801,950Accrued
                  expenses and payroll taxes
              
              
              339,252
              
              
              266,029Deferred
                  compensation - related party
              
              
              623,824
              
              
              582,720Deferred
                  revenue
              
              
              75,906
              
              
              32,945Total
                  current liabilities
              
              
              2,668,239
              
              
              2,472,389Long
                  Term LiabilitiesConvertible
                  debenture
              
              
              718,500
              
              
              370,000Deferred
                  Revenue
              
              
              41,101
              
              
              154,044Total
                  liabilities
              
              
              3,427,840
              
              
              2,996,433Stockholders’
                  Equity (Deficit)Preferred
                  Stock, $.001 par value, 20,000,000 shares authorized;Series
                  A convertible preferred stock;1,500
                  shares authorized; 155 and 155 shares issued andoutstanding
                  respectively (aggregate liquidation value**:**$155,000,)
              
              
              -
              
              
              -Series
                  C, mandatory convertible stock, 86 shares authorized; 86 sharesissued
                  and outstanding. (aggregate liquidation value: $860,000)
              
              
              -
              
              
              -Common
                  stock A ($.001 par value; 80,000,000 shares authorized;28,319,780
                  and 23,174,173 shares issued and outstanding,
                  respectively.)
              
              
              28,320
              
              
              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
              
              
              55,336,757
              
              
              53,712,455Accumulated
                  deficit
              
              
              (56,407,331
              )
              
              (54,159,459
              )Total
                  stockholders’ equity (deficit)
              
              
              (1,036,951
              )
              
              (419,371
              )Total
                  liabilities and stockholders’ equity (deficit)
              
              $
              2,390,889
              
              $
              2,577,062
  **See
        Notes to consolidated financial statements**
   3
 Index
   **THE
        AMACORE GROUP, INC.**
 **CONSOLIDATED
        STATEMENTSOF** **OPERATIONS**
   **FOR
                    THE THREE**
                  **MONTHS
                    ENDED**
                
                **FOR
                    THE SIX**
                  **MONTHS
                    ENDED****June
                    30**
                
                **June
                    30**
                
                **June
                    30**
                
                **June
                    30****2005**
                
                **2004**
                
                **2005**
                
                **2004****(Unaudited)**
                
                **(Unaudited)**
                
                **(Unaudited)**
                
                **(Unaudited)**REVENUESMembership
                    fees
                
                $
                110,294
                
                $
                42,577
                
                $
                198,755
                
                $
                79,823OPERATING
                    EXPENSESDepreciation
                
                
                1,910
                
                
                537
                
                
                3,787
                
                
                907Amortization
                    of Intellectual property
                
                
                28,845
                
                
                
                
                
                57,690Rent
                
                
                30,592
                
                
                32,561
                
                
                62,970
                
                
                62,199Consulting
                    expense
                
                
                142,761
                
                
                8,606,641
                
                
                873,554
                
                
                28,364,537Payroll
                    expense
                
                
                498,447
                
                
                2,539,719
                
                
                750,764
                
                
                2,816,159Professional
                    expense
                
                
                110,083
                
                
                62,702
                
                
                183,844
                
                
                167,415Insurance
                    expense
                
                
                35,006
                
                
                37,598
                
                
                70,799
                
                
                67,490Travel
                    and entertainment
                
                
                29,935
                
                
                96,267
                
                
                62,566
                
                
                168,676Contract
                    labor
                
                
                18,550
                
                
                9,800
                
                
                35,415
                
                
                19,403Bad
                    debt expense
                
                
                -
                
                
                11,500
                
                
                --
                
                
                11,500Office
                    expense
                
                
                5,324
                
                
                36,693
                
                
                21,821
                
                
                76,146Telephone
                
                
                11,276
                
                
                7,246
                
                
                25,477
                
                
                21,109Trade
                    shows
                
                
                1,131
                
                
                26,431
                
                
                5,964
                
                
                26,431Selling,
                    general and administrative expenses
                
                
                67,136
                
                
                66,999
                
                
                134,819
                
                
                106,857Total
                    expenses
                
                
                980,996
                
                
                11,534,694
                
                
                2,289,470
                
                
                31,908,829Operating
                    loss from operations before other income and expense
                
                
                (870,702
                )
                
                11,492,117
                
                
                (2,090,715
                )
                
                (31,829,006
                )OTHER
                    INCOME (EXPENSE)Interest
                    expense
                
                
                (76,245
                )
                
                (646,089
                )
                
                (377,109
                )
                
                (1,039,899
                )Total
                    other income (expense)
                
                
                (76,245
                )
                
                (646,089
                )
                
                (377,109
                )
                
                (1,039,899
                )Net
                    loss available to common stockholders
                
                $
                (946,947
                )
                $
                (12,138,206
                )
                $
                (2,467,824
                )
                $
                (32,868,905
                )Basic
                    and diluted loss per share
                
                $
                (0.03
                )
                $
                (0.63
                )
                $
                (0.08
                )
                $
                (2.04
                )Basic
                    and diluted weighted average number of common
                    shares outstanding
                
                
                31,480,642
                
                
                19,390,500
                
                
                30,127,011
                
                
                16,125,308
 **See
          Notes to consolidated financial statements**
  4
 Index
  **THE
        AMACORE GROUP, INC.**
 **CONSOLIDATED
        STATEMENTSOF CASH FLOWS**
 **Six
        Months ended June 30, 2005 and 2004**
 **2005**
                
                **2004****(Unaudited)**
                
                **(Unaudited)**Cash
                    flow from operating activitiesNet
                    loss
                
                $
                (2,467,824
                )
                $
                (32,868,905
                )Adjustment
                    to reconcile net loss to net cash provided by (used)in
                    operating activitiesDiscount
                    on convertible debt
                
                
                321,607
                
                
                -Issuances
                    of shares and warrants for services and interest
                
                
                780,584
                
                
                27,074,716Issuance
                    of shares for conversion of debt and interest
                
                
                
                
                
                4,256,183Depreciation
                
                
                3,787
                
                
                879Amortization
                    of intellectual property
                
                
                57,637Increase
                    in allowance for uncollectible accounts
                
                
                
                
                
                11,500Changes
                    in operating assets and liabilities(Increase)
                    decrease in accounts receivables
                
                
                25,151
                
                
                (42,944
                )(Increase)
                    decrease in prepaid expenses
                
                
                87,334
                
                
                5,279(Increase)
                    decrease in other current assets
                
                
                9,798Increase
                    (decrease) in accounts payable and accrued expenses
                
                
                138,587
                
                
                (40,699
                )Increase
                    (decrease) in deferred compensation
                
                
                41,104
                
                
                161,814Increase
                    (decrease) in stock subscriptions receivable
                
                
                
                
                
                (34,816
                )Increase
                    (decrease) in deferred revenue
                
                
                (69,981
                )
                
                (9,562
                )Net
                    cash provided (used) by operating activities
                
                
                (1,072,216
                )
                
                (1,486,555
                )Cash
                    flow from investing activitiesPurchases
                    of property and equipment
                
                
                350
                
                
                (5,189
                )Increase
                    in loan receivable
                
                
                
                
                
                (270,000
                )Investment
                    in intangibles
                
                
                --Net
                    cash provided (used) by investing activities
                
                
                350
                
                
                (275,189
                )Cash
                    flow from financing activitiesProceeds
                    from sales of common stock
                
                
                37,500Proceeds
                    from sale of long-term debt
                
                
                375,000Proceeds
                    from short term borrowings loans and notes payable
                
                
                690,500
                
                
                1,902,573Proceeds
                    from exercise of warrants
                
                
                --
                
                
                213,828Payments
                    on convertible notes
                
                
                (7,000
                )Net
                    cash provided by financing activities
                
                
                1,096,000
                
                
                2,116,401Increase
                    (decrease) in cash
                
                
                24,134
                
                
                354,657Beginning
                    cash and cash equivalents
                
                
                7,408
                
                
                1,426Ending
                    cash and cash equivalents
                
                $
                31,542
                
                $
                356,083Supplemental
                    disclosures
                  Interest
                    paid
                
                $
                --
                
                $
                10,500Discount
                    on convertible debt
                
                $
                321,607
                
                
                --Common
                    stock and warrants issued forservices
                
                $
                780,584
                
                $
                16,197,311Taxes
                    paid
                
                $
                --
                
                $
                --Stock
                    issued for consulting services
                
                
                
                
                $
                8,594,905Stock
                    issued to related parties for services
                
                
                
                
                $
                2,282,500Stock
                    issued for conversion of debt and interest
                
                
                
                
                $
                4,256,183
 **See
          notes to consolidated financial statements**
 5
 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 six months
        ended
        June 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 six 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.
 
 **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 June 30, 2005 was approximately $2,249,935.
  6
 Index
  
 **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 is contingent upon proving its marketability with a final
        payment due by October 2005 in the amount of 1,562,500 shares of common stock.
        The Company has the right to not make the final payment when due, and as
        a
        result, would forfeit all rights to the patent and technology. The Company
        has
        obtained an independent valuation of the technology in excess of the purchase
        price. The PhotoScreener is being amortized over a period of twenty years
        beginning in January 2005.
  **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.
   7
 Index
   **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 SIX**
                  **MONTHS
                    ENDED****June
                    30**
                
                **June
                    30**
                
                **June
                    30**
                
                **June
                    30****2005**
                
                **2004**
                
                **2005**
                
                **2004****(Unaudited)**
                
                **(Unaudited)**
                
                **(Unaudited)**
                
                **(Unaudited)**Net
                    Income (Loss):As
                    reported
                
                $
                (946,947
                )
                $
                (12,138,206
                )
                $
                (2,467,824
                )
                $
                (32,868,905
                )Compensation
                    cost based on fair value method
                
                $
                (237,170
                )
                $
                --
                
                $
                (237,170
                )
                $
                --Pro
                    forma net income (loss)
                
                $
                (1,184,117
                )
                $
                (12,138,206
                )
                $
                (2,704,994
                )
                $
                (32,868,905
                )Basic
                    income (loss) per share:As
                    reported
                
                $
                (0.03
                )
                $
                (0.63
                )
                $
                (0.08
                )
                $
                (2.04
                )Pro
                    forma
                
                $
                (0.04
                )
                $
                (0.63
                )
                $
                (0.09
                )
                $
                (2.04
                )
  **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.
   8
 Index
   **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.
  **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.
  **Loss
        Per Share**
  The
        Company has adopted SFAS 128, Earnings per Share issued by the Financial
        Accounting Standards Board.
  Net
        loss
        per share was computed based on the weighted average number of shares
        outstanding during the periods presented.  All weighted average shares
        outstanding have been restated to reflect the 1 for 5 reverse stock split
        occurring in June 2003.
  Diluted
        loss per share is considered to be the same as basic loss per share since
        the
        effect of common stock options and warrants and preferred stock are
        anti-dilutive.
   **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.
  **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.
   **NOTE
        4 - DUE TO STOCKHOLDERS/OFFICERS**
  As
        of
        June 30, 2005, due to stockholders/officers included the deferred compensation
        of $623,824.
   **NOTE
        5 - ACCOUNTS RECEIVABLE, NET**
 
 Accounts
        receivable, net of allowance for uncollectibles of $50,000 was $25,033 as
        of
        June 30, 2005.
  9
 Index
  
 **NOTE
        6 - PROPERTY AND EQUIPMENT, NET**
 
 As
        of
        June 30, 2005, Property and equipment, net of accumulated depreciation of
        $73,690, was $29,377.
   **NOTE
        7 - NOTES AND LOANS PAYABLE**
 
 Notes
        and
        loans payable consist of the following as of June 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.
              
              $
              686,500$
              801,450
 
 
 During
        the first six months of 2005, the Company has issued $684,000 of one-year,
        ten
        percent promissory notes to accredited investors who immediately converted
        their
        investments into 3,381,887 shares of common stock at conversion rates between
        $0.1125 and $0.50 per share.
  As
        of
        June 30, 2005, all notes and loans payable were classified as current
        maturities.
   **NOTE
        8 - CONVERTIBLE DEBENTURES**
 
 During
        2004, the Company entered into a debt agreement to issue up to $400,000
        convertible debentures. The debentures are immediately convertible into common
        stock of the Company, together with 7% interest, which is payable in either
        cash
        or freely traded 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. As of June 30, 2005, $26,500
        of
        the debentures had been converted into 224,443 shares of common stock at
        conversion rates between $0.1125 and $0.12. The balance of the convertible
        debentures, as of June 30, 2005, was $343,500.
 
 Due
        to
        the beneficial convertible feature of the May Davis notes, the Company recorded
        a discount to the debt in the amount of $319,785 in accordance with EITF98-05,
        “Accounting for Convertible Securities With Beneficial Conversion Features
        of
        Contingency Adjustable Conversion Ratios”. Since the holder has the right of
        conversion at any time following the closing, the full discount was amortized
        to
        interest expense as of December 31, 2004.
  In
        March
        2005, **** an
        agreement was signed whereby Divine Capital would raise up to $1million of
        three-year, six percent convertible debentures. In March, 2005 the Company
        received an initial investment of $305,000 from that financing arrangement
        and
        an additional $70,000 during the second quarter of 2005. The debentures are
        convertible into shares of the Company’s 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. The debentures mature on the third anniversary date of the final
        closing. 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.
  Due
        to
        the beneficial convertible feature of the Divine Capital notes, the Company
        recorded a discount to the debt in the amount of $321,607 in accordance with
        EITF98-05, “Accounting for Convertible Securities With Beneficial Conversion
        Features of Contingency Adjustable Conversion Ratios”. Per the terms of the
        agreement, the debentures are immediately convertible into common stock at
        any
        time following the closing date; therefore, the entire discount was amortized
        to
        interest expense as of June 30, 2005.
  10
 Index
  
  **NOTE
        9 - PREFERRED STOCK**
  Series
        A
        Convertible preferred stock is nonvoting and bears no dividends. 
        Each
        share is redeemable by the Company on the third anniversary of issuance at
        $1,000, per share, and convertible into 400 shares after the reverse split
        of
        Class A common stock, subject to adjustment.  Upon a public offering
        of
        $5,000,000 or greater, the shares are automatically convertible.
  In
        August
        2004, the Company raised a total of $602,000 from the issuance of 86 shares
        of
        mandatory convertible Series C, 6% cumulative, preferred stock, par value
        $0.001
        per share. Each share 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.
   **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 six months ending June 30, 2005, the Company issued warrants to
        purchase 1,500,000 shares of Class A common stock to employees and
        850,000
        warrants to board members.  The value of the warrants was determined
        to be
        $134,396 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, 240,000 warrants issued in
        prior
        years have expired. At June 30, 2005 there were 4,832,090 warrants to purchase
        Class A common stock outstanding.
 
  **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 June 30, 2005.
 
  11
 Index
  
 
 The
        following sets for the computation of basic and diluted net earnings (loss)
        per
        common share for the six months ended June 30, 2005 and 2004:
 
 
 2005
              
              2004Numerator:Net
                  income (loss) available to common stockholders
              
              $
              (2,467,824
              )
              $
              (32,868,905
              )Denominator:Weighted
                  average basic share outstanding
              
              
              30,127,011
              
              
              16,125,308Stock
                  optionsWarrantsConvertible
                  noteWeighted
                  average fully diluted shares outstanding
              
              
              30,127,011
              
              
              16,125,308Net
                  earnings per common share - basic and diluted
              
              $
              (0.08
              )
              $
              (2.04
              )
 
 During
        the period presented, common stock equivalents were not considered as their
        effect would be anti-dilutive.
 
 
 **NOTE
        13 - FAIR VALUES OF FINANCIAL INSTRUMENTS**
 
 The
        carrying amount of cash, accounts receivable, accounts payable and other
        current
        liabilities approximates fair value because of their short maturity. 
        The
        carrying amount of notes payable approximates fair value based on stated
        interest rates, shares and warrants being approximate to current market interest
        rates.
   **NOTE
        14 - LITIGATION AND CONTINGENCIES**
 
 At
        June
        30, 2005, the Company was involved in various lawsuits, claims or disputes
        arising in the normal course of business.  During the first half 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 and believes, based upon discussions with its attorney,
        that
        the lower court decision will be reversed by the appellate court. 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**
  As
        discussed in Note 8, Convertible Notes, the Company signed an agreement with
        Divine Capital in March 2005. During the third quarter of 2005 the Company
        has
        received an additional **$** 25,000
        investment through this financial arrangement.
 
 During
        the third quarter of 2005, the Company has issued 125,000 shares of common
        stock
        as a result of $15,000 of the mandatory convertible, 7% debentures being
        converted at $0.12 per share.
 
 Also,
        during the third quarter of 2005, the Company issued a $140,200 of one-year,
        ten
        percent promissory notes to five accredited investors, who immediately converted
        the notes to 1,159,074 shares of common stock at a conversion rate ranging
        from
        $0.10 to $0.135 per share.
 
  12
 Index
  
 **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
        six months ended June 30, 2005, the Company had negative working capital
        of
        approximately $2,556,662, a net loss of approximately $2,467,824 and has
        incurred substantial losses in previous years resulting in an accumulated
        deficit of approximately $56,407,331.  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 June 30, 2006.
  
 
  13
 Index
  **THE
        AMACORE GROUP, INC** .
  ***Item
        2.  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. LBI is rapidly developing its
        distribution system and expects to contribute to Amacore Group’s bottom line in
        2005 and to increase its contribution level in subsequent years.
  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,
        has
        the potential to significantly add to Amacore Group’s bottom line in 2005 and
        beyond.
   14
 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
        six months ended June 30, 2005, Amacore Group’s gross income of $198,755 was
        approximately $119,000 more than Amacore Group’s gross income recorded in the
        same timeframe in 2004 of $79,823. Approximately $44,000 of this increase
        resulted from commission income earned by LBI during the first six months
        of
        2005. The remaining $64,000 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 $55,000 of
        the increase was attributable to the recognition of revenues received in
        late
        2004 from a wholesale customer but partially earned during the first six
        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 through its website, www.eyecareintl.com ,
        to the
        general public.
   **Selling,
        General and Administrative Expenses (SG&A):**
  Amacore
        Group’s SG&A expenses for the six months ending June 30, 2005 of $2,289,470
        decreased by approximately $29,619,000 from the same period in 2004. 
        Comparison of the more significant components of SG&A expenses
        follows:
  Six
                    Months Ended June 302005
                
                2004
                
                Increase
                  (Decrease)Depreciation
                
                $
                3,787
                
                $
                907
                
                $
                2,880Amortization
                    of intellectual property
                
                
                57,690
                
                
                --
                
                
                57,690Payroll
                    & Related Expenses
                
                
                750,764
                
                
                2,816,159
                
                
                (2,065,395
                )Business
                    Travel/Trade Shows
                
                
                68,530
                
                
                195,107
                
                
                (126,577
                )Insurance
                
                
                70,799
                
                
                67,490
                
                
                3,309Professional/Consulting
                    Fees
                
                
                1,057,398
                
                
                28,531,952
                
                
                (27,474,554
                )Rent
                
                
                62,970
                
                
                62,199
                
                
                771All
                    Other SG&A expenses
                
                
                217,532
                
                
                235,015
                
                
                (17,483
                )Total
                
                $
                2,289,470
                
                $
                31,908,829
                
                $
                (29,619,359
                )
  Salaries
        and related expenses for the six months ended June 30, 2005 declined about
        $2,065,000 to $750,764, 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 $70,799 was approximately $3,000 more than the first six months
        of
        2004 because of increased rates and more employees being covered by the medical
        plan.
  Professional/consulting
        fees of $1,057,398 were approximately $27,474,000 less than the same period
        in
        2004. In the first six 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 half of 2005 for
        shares/warrants issued to consultants of $426,000. The Company also incurred
        a
        non-cash charge to legal expenses in the first half of 2004 of approximately
        $47,000
   15
 Index
  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 and believes, based upon discussions with its attorney,
        that
        the lower court decision will be reversed by the appellate court. 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 $17,000 to $217,532 mainly
        because of the expenses The Amacore Group incurred with its private placements
        in 2004.
  **Interest
        Expense:**
  Interest
        expense for the first half of 2005 of $377,109 decreased by approximately
        $663,000 from the same period of 2004. 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 $975,000.
        In
        the first half of 2005, interest expense was charged approximately $321,000
        due
        to a calculated discount on the issuance of convertible debt. In addition,
        during the first half of 2004, many of Amacore Group’s accredited investors
        converted their promissory notes into common stock, which assisted The Amacore
        Group in reducing its interest expense, as well as its debt.
  **Depreciation
        Expense** :
  Depreciation
        expense, which is computed on a straight-line method over the assets’ estimated
        lives, increased by $2,880 over the same period in 2004, because The Amacore
        Group purchased some computers late in 2004.
  **Amortization
        Expense:**
  Amortization
        of the PhotoScreener (intellectual property) was $57,690 for the first half
        of
        2005, which was the first period that any amortization was
        recorded.
  **Loans
        to Stockholders and Officers:**
  As
        of
        June 30, 2005, there were no loans or advances to officers.
   
   **LIQUIDITY
        AND CAPITAL RESOURCES**
  The
        following table compares The Amacore Group’s cash flows for the six months ended
        June 30, 2005 and 2004:
  2005
                
                2004Net
                    cash used by operating activities
                
                $
                (1,072,216
                )
                $
                (1,486,555
                )Net
                    cash used by investing activities
                
                
                350
                
                
                (275,189
                )Net
                    cash provided by financing activities
                
                
                1,096,000
                
                
                2,116,401Net
                    increase or (decrease) in cash
                
                $
                24,134
                
                $
                354,657
  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 $1,096,000 during the first six months
        of
        2005. All of the short-term notes, $684,000, issued during the first half
        of
        2005 were converted to Class A common shares. In addition, during the first
        half
        of 2005, the Company received an investment of $375,000 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, convertible debentures. The debentures are convertible 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 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.
   16
 Index
  In
        January 2005, Amacore Group sold 840,000 shares of its class B common stock
        for
        $37,000.
  During
        the first six months of 2005, the Company issued $684,000 of one-year, ten
        percent promissory notes to twelve accredited investors. The investors
        immediately converted the promissory notes into 3,381,887 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 and believes, based upon discussions with its attorney, that the
        lower
        court decision will be reversed by the appellate court.
  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.
  CONTRACTUAL
        OBLIGATIONS
  Other
        than the lease agreement for our corporate offices, we do not have any material
        contractual obligations currently outstanding requiring payments over the
        next
        five years.
  OFF
        BALANCE SHEET ARRANGEMENTS
  We
        do not
        have any off balance sheet arrangements as of June 30, 2005 or as of the
        date of
        this report.
  SUBSEQUENT
        EVENTS
  As
        discussed in Note 8, Convertible Notes, the Company signed an agreement with
        Divine Capital in March 2005. During the third quarter of 2005 the Company
        has
        received an additional $25,000 investment through this financial
        arrangement.
 
 During
        the third quarter of 2005, the Company issued 125,000 shares of common stock
        as
        a result of $15,000 of the mandatory convertible, 7% debentures being converted
        at $0.12 per share.
 
 Also,
        during the third quarter of 2005, the Company issued a $140,200 one-year,
        ten
        percent promissory notes to five accredited investors, who immediately converted
        the notes to 1,159,074 shares of common stock at a conversion rate ranging
        from
        $0.10 to $0.135 per share.
  17
 Index
   PART
        II: OTHERINFORMATION
 
 
  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:
                Current
                    Report on Form 8-K dated March 29, 2005, for the purpose of reporting
                    a
                    financing arrangement with Divine Capital to raise up to $1 million
                    of six
                    percent convertible debentures.Current
                  Report on Form 8-K dated June 23, 2005, for the purpose of reporting
                  a
                  strategic joint marketing agreement with Careington
                  International.
 
      18
 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: August
                19, 2005
              By:
              /s/ James
                L.
                KoenigJames
                  L. Koenig
                Acting
                  Chief Financial Officer
















19
 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














20