**U.S.
        SECURITIES AND EXCHANGE COMMISSION**
 **WASHINGTON,
        DC 20549**
 
 **FORM
        10-QSB/A**
 
 
 
 (Mark
            One)
  /X/     Quarterly
            report under Section 13 or 15(d) of the Securities Exchange Act of
            1934
 For
        the
        quarterly period ended March 31, 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 May
        13, 2005, the issuer had outstanding 31,351,432 shares of common stock, $.001
        par value.
 
 
 Transitional
        Small Business Disclosure Format: Yes o No
        x
 
 
  
   **THE
        AMACORE GROUP, INC.**
 
 **FORM
        10-QSB**
 
 **INDEX**
 
 
 PART
                  1 FINANCIAL INFORMATIONITEM
                  1
              FINANCIAL
                  STATEMENTSCONDENSED
                  CONSOLIDATED BALANCE SHEETS - March 31, 2005 and December 31,
                  2004
              3CONDENSED
                  CONSOLIDATED STATEMENT OF OPERATIONS - For the Three
                  MonthsEnded
                  March 31, 2005 and 2004
              4CONDENSED
                  CONSOLIDATED STATEMENT OF CASH FLOWS - For the Three Monthsended
                  March 31, 2005 and 2004
              5NOTES
                  TO CONSOLIDATED FINANCIAL STATEMENTS
              6ITEM
                  2
              MANAGEMENT’S
                  DISCUSSION AND ANALYSISof
                  Financial Condition and Results of Operations
              9PART
                  II OTHER INFORMATIONITEM
                  6.
              (a)
                  EXHIBITS FILED:(b)
                  REPORTS ON FORM 8-KSIGNATURES
 
 
  
  **PART
        I - FINANCIAL INFORMATION**
 **Item
        1.**
 **THE
        AMACORE GROUP, INC.**
 **CONSOLIDATED
        BALANCE** **SHEETS**
 
 **March
                  31**
              
              **Dec.
                  31****2005**
              
              **2004****(Unaudited)****ASSETS**Current
                  assetsCash
              
              $
              168,251
              
              $
              7,408Accounts
                  receivable (net of $50,000 allowance
                for
                  doubtful accounts)
              
              
              41,453
              
              
              50,184Non-trade
                  receivables and employee receivables
              
              
              25,818
              
              
              46,050Prepaid
                  expenses and deposits
              
              
              76,450
              
              
              132,334Total
                  current assets
              
              
              311,972
              
              
              235,976Fixed
                  assets (net of accumulated depreciation)
              
              
              31,287
              
              
              33,514Intellectual
                  property (net of accumulation amortization)
              
              
              2,278,727
              
              
              2,307,572Total
                  assets
              
              $
              2,621,986
              
              $
              2,577,062**LIABILITIES
                  AND STOCKHOLDERS’ EQUITY (DEFICIT)**Current
                  liabilitiesAccounts
                  payable
              
              $
              773,977
              
              $
              788,745Loans
                  and notes payable
              
              
              802,450
              
              
              801,950Accrued
                  expenses and payroll taxes
              
              
              291,722
              
              
              266,029Deferred
                  compensation - related party
              
              
              545,698
              
              
              582,720Deferred
                  revenue
              
              
              29,414
              
              
              32,945Total
                  current liabilities
              
              
              2,443,261
              
              
              2,472,389Long
                  Term LiabilitiesConvertible
                  debenture
              
              
              675,000
              
              
              370,000Deferred
                  Revenue
              
              
              125,340
              
              
              154,044Total
                  liabilities
              
              
              3,243,601
              
              
              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 and
                outstanding
                  respectively (aggregate liquidation value**:**$155,000,)
              
              
              -
              
              
              -Series
                  C, mandatory convertible stock, 86 shares authorized; 86
                  shares
                issued
                  and outstanding. (aggregate liquidation value: $860,000)
              
              
              -
              
              
              -Common
                  stock A ($.001 par value; 80,000,000 shares authorized;
                25,306,660
                  and 22,832,670 shares issued and outstanding,
                  respectively.)
              
              
              25,494
              
              
              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
              
              
              54,401,814
              
              
              53,392,671Accumulated
                  deficit
              
              
              (55,054,226
              )
              
              (53,839,675
              )Total
                  stockholders’ equity (deficit)
              
              
              (621,615
              )
              
              (419,371
              )Total
                  liabilities and stockholders’ equity (deficit)
              
              $
              2,621,986
              
              $
              2,577,062
  **See
        Notes to consolidated financial statements**
 3
   **THE
        AMACORE GROUP, INC.**
 **CONSOLIDATED
        STATEMENTS OF** **OPERATIONS**
 **For
        the Three Months ended March 31, 2005 and 2004**
   
  **2005**
              
              **2004****(Unaudited)**
              
              **(Unaudited)**REVENUESMembership
                  fees
              
              $
              88,461
              
              $
              37,246OPERATING
                  EXPENSESDepreciation
              
              
              1,877
              
              
              370Amortization
                  of Intellectual property
              
              
              28,845Rent
              
              
              32,378
              
              
              29,637Consulting
                  expense
              
              
              715,543
              
              
              19,757,896Payroll
                  expense
              
              
              252,317
              
              
              276,439Professional
                  expense
              
              
              41,914
              
              
              104,714Insurance
                  expense
              
              
              50,090
              
              
              29,893Travel
                  and entertainment
              
              
              32,631
              
              
              72,408Contract
                  labor
              
              
              16,865
              
              
              9,603Office
                  expense
              
              
              16,497
              
              
              25,310Telephone
              
              
              14,201
              
              
              13,863Trade
                  shows
              
              
              4,833
              
              
              --Selling,
                  general and administrative expenses
              
              
              67,683
              
              
              54,002Total
                  expenses
              
              
              1,275,674
              
              
              20,374,135Operating
                  loss from operations before other income and expense
              
              
              (1,187,213
              )
              
              (20,336,889
              )OTHER
                  INCOME (EXPENSE)Interest
                  expense
              
              
              (27,340
              )
              
              (398,810
              )Total
                  other income (expense)
              
              
              (27,340
              )
              
              (393,810
              )Net
                  loss available to common stockholders
              
              $
              (1,214,553
              )
              $
              (20,730,699
              )Basic
                  and diluted loss per share
              
              $
              (0.05
              )
              $
              (1.61
              )Basic
                  and diluted weighted average number of
                common
                  shares outstanding
              
              
              24,253,863
              
              
              12,860,084
  **See
        Notes to consolidated financial statements**
   4
  **THE
        AMACORE GROUP, INC.**
 **CONSOLIDATED
        STATEMENTS OF CASH FLOWS**
 **Three
        Months ended March 31, 2005 and 2004**
     **2005**
              
              **2004****(Unaudited)**
              
              **(Unaudited)**Cash
                  flow from operating activitiesNet
                  loss
              
              $
              (1,214,553
              )
              $
              (20,730,699
              )Adjustment
                  to reconcile net loss to net cash provided by (used)
                in
                  operating activitiesIssuances of shares and warrants for services and interest
              
              
              589,808
              
              
              19,997,311Depreciation
              
              
              1,877
              
              
              370Amortization
                  of intellectual property
              
              
              28,845Common stock issued for settlement
              
              
              --
              
              
              2,000Changes
                  in operating assets and liabilities
              
              
              
              
              
              (73,850
              )(Increase) decrease in accounts receivables
              
              
              8,732
              
              
              (750
              )(Increase) decrease in prepaid expenses
              
              
              44,634
              
              
              2,640(Increase) decrease in other current assets
              
              
              20,232Increase (decrease) in accounts payable and accrued
                  expenses
              
              
              22,175
              
              
              (3,334
              )Increase (decrease) in deferred compensation
              
              
              (37,022
              )
              
              90,294Increase (decrease) in deferred revenue
              
              
              (32,235
              )
              
              (3,166
              )Net
                  cash provided (used) by operating activities
              
              
              (567,506
              )
              
              (646,065
              )Cash
                  flow from investing activitiesPurchases of property and equipment
              
              
              350
              
              
              (2,959
              )Net
                  cash provided (used) by investing activities
              
              
              350
              
              
              (2,959
              )Cash
                  flow from financing activitiesProceeds from sales of common stock
              
              
              37,000Proceeds
                  from sale of long-term debt
              
              
              305,500Proceeds from short term borrowings loans and notes
                  payable
              
              
              391,500
              
              
              458,675Proceeds from exercise of warrants
              
              
              --
              
              
              210,350Payments
                  on convertible notes
              
              
              (6,000
              )Net
                  cash provided by financing activities
              
              
              728,000
              
              
              669,025Increase
                  (decrease) in cash
              
              
              160,843
              
              
              20,001Beginning
                  cash and cash equivalents
              
              
              7,408
              
              
              1,426Ending
                  cash and cash equivalents
              
              $
              168,251
              
              $
              21,427Supplemental
                  disclosures
                Interest paid
              
              $
              --
              
              $
              217,324Common stock and warrants issued for
                services
              
              $
              520,790
              
              $
              19,997,311Taxes paid
              
              $
              --
              
              $
              -
  See
        notes
        to consolidated financial statements
   5
  
 **PART
        I - FINANCIAL INFORMATION**
 
 **THE
        AMACORE GROUP, INC.**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited)**
 
  **NOTE
        1 - NATURE OF OPERATIONS**
  The
        Amacore Group, Inc. (the 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 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 ended March 31,
        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 quarter 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 3-17 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 March 31, 2005 was approximately
        $2,278,727.
  6
  
 
 **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 was
        charged to 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 937,500 shares of common
        A
        stock valued at approximately $2,307,572. 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
  **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.
  7
  
  **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.
  **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 - DUE TO STOCKHOLDERS/OFFICERS**
 
 As
        of
        March 31, 2005, due to stockholders/officers included the deferred compensation
        of $545,698.
  **NOTE
        4 - ACCOUNTS RECEIVABLE, NET**
 
 Accounts
        receivable, net of allowance for uncollectibles of $50,000 was $41,453 as
        of
        March 31, 2005.
  **NOTE
        5 - PROPERTY AND EQUIPMENT, NET**
 
 As
        of
        March 31, 2005, Property and equipment, net of accumulated depreciation of
        $71,751, was $31,287.
 
  8
  
 
 **NOTE
        6 - NOTES AND LOANS PAYABLE**
 
 Notes
        and
        loans payable consist of the following as of March 31, 2005:
  Notes
                  payable to investors and shareholders; bearinginterest
                  ranging from 5.75% through 12% per annum;due
                  through December 2004; currently in default.
              
              $
              687,500Promissory
                  note payable to shareholder investor;bearing
                  1.53% interest per annum through June 2004,increasing
                  to 15% thereafter; currently in default.
              
              
              114,950Total
                  notes and loans payable
              
              
              802,450
  
  As
        of
        March 31, 2005, all notes and loans payable were classified as current
        maturities.
  
 **NOTE
        7 - 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 March 31, 2005, the
        balance of the convertible debentures was $370,000.
  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.
        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 has agreed to file 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.
  
 
 **NOTE
        8 - 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.
  
  9
  **NOTE
        9 - 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
        10 - WARRANTS**
  During
        the first quarter ending March 31, 2005, the Company issued warrants to purchase
        200,000 shares of Class A common stock.  At March 31, 2005 there were
        2,647,090 warrants to purchase Class A common stock outstanding.
 
 **NOTE
        11 - 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 March 31, 2005.
 
 The
        following sets for the computation of basic and diluted net earnings (loss)
        per
        common share for the three months ended March 31, 2005 and 2004:
  2005
              
              2004Numerator:Net
                  income (loss) available to common stockholders
              
              $
              (1,214,553
              )
              $
              (20,730,699
              )Denominator:Weighted
                  average basic share outstanding
              
              
              24,253,863
              
              
              12,860,084Stock
                  optionsWarrantsConvertible
                  noteWeighted
                  average fully diluted shares outstanding
              
              
              24,253,863
              
              
              12,860,084Net
                  earnings per common share - basic and diluted
              
              $
              (0.05
              )
              $
              (1.61
              )
 
  During
        the period presented, common stock equivalents were not considered as their
        effect would be anti-dilutive.
 
 **NOTE
        12 - 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
        13 - LITIGATION AND CONTINGENCIES**
 
 At
        March
        31, 2005, the Company was involved in various lawsuits, claims or disputes
        arising in the normal course of business.  The settlement of such
        claims
        cannot be determined at this time.  Management does not believe the
        ultimate outcome of these matters will be significant to its results of
        operations or cash flows.
  10
  
  **NOTE
        14 - SUBSEQUENT EVENTS**
  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. Management believes its audit rights
        will be
        sustained and ultimately result in a determination that a significant sum
        is due
        the Company. The Company also contacted a second wholesaler, who determined
        that
        due to system problems, the wholesaler does owe the Company a substantial
        amount
        of enrollment fees for prior years. The Company expects to receive the fees
        in
        2005, but has not recorded the receivable due to the uncertainty of estimation
        and payment.
 
 As
        discussed in Note 7, Convertible Notes, the Company signed an agreement with
        Divine Capital in March 2005. In April 2005 the Company received an additional
        $50,000 investment through this financial arrangement.
 
 During
        the second quarter of 2005, the Company has issued $75,000 of one-year, ten
        percent promissory notes to three accredited investors, who immediately
        converted the notes into 480,393 shares of the Company’s class A common stock.
        During the second quarter, the Company also issued 74,075 shares of its class
        A
        common stock for consulting services.
  **NOTE
        15 - GOING CONCERN**
  The
        accompanying financial statements have been
        prepared in conformity with accounting principles generally accepted in the
        United States of America, which contemplates continuation of the Company
        as a
        going concern.  However, the Company has sustained operating losses
        in
        recent years.  Further for the year ended December 31, 2004, the Company
        had negative working capital of approximately $2,260,567, a net loss of
        approximately $37,902,199 and has incurred substantial losses in previous
        years
        resulting in an accumulated deficit of approximately $52,452,190. 
        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 December 31, 2005. The
        Company has obtained additional financing from Divine Capital and from
        convertible notes totaling approximately $685,000 (see note 19).
 
  11
  ***THE
        AMACORE GROUP, INC.***
   **Item
        6.  Management's Discussion 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 Annual Report on Form 10-KSB.
  **Introductory
        Overview**
  Amacore
        Group originally began selling memberships in its discount vision program
        to
        retail customers in an effort to prove that a vision discount plan with an
        ophthalmologic (Eye M.D.) panel included would be not only accepted, but
        desired, by the general public and prove to other marketers of various health
        plans of the benefits of including such a plan in their products. 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.
   12
  
  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
        quarter ended March 31, 2005, Amacore Group’s gross income of $88,461 was
        approximately $51,000 more than Amacore Group’s gross income recorded in the
        same timeframe in 2004 of $37,246. This 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
        $27,000 of the increase was attributable to the recognition of revenues received
        in late 2004 from a wholesale customer but partially earned during the first
        quarter of 2005.
  Implementation
        of the wholesale sales has taken longer than anticipated by Amacore Group. 
        Several of the private label wholesale agreements provide that Amacore Group’s
        vision plan will be automatically included with all sales offerings of the
        customer’s products or services. Amacore Group anticipates that additional
        commission income will be derived from an agreement with a mail order
        fulfillment provider once the wholesale contracts are implemented. 
        Amacore
        Group also offers its vision program 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 quarter ending March 31, 2005 of $1,275,674
        decreased by approximately $19,098,000 from the same quarter in 2004. 
        Comparison of the more significant components of SG&A expenses
        follows:
  Three
                  Months Ended March 312005
              
              2004
              
              Increase
                (Decrease)Depreciation
              
              $
              1,877
              
              $
              370
              
              $
              1,507Amortization
                  of intellectual property
              
              
              28,845
              
              
              --
              
              
              28,845Payroll
                  & Related Expenses
              
              
              252,317
              
              
              276,439
              
              
              (24,122
              )Business
                  Travel/Trade Shows
              
              
              37,464
              
              
              72,408
              
              
              (34,944
              )Insurance
              
              
              50,090
              
              
              29,893
              
              
              20,197Professional/Consulting
                  Fees
              
              
              757,457
              
              
              19,862,610
              
              
              (19,105,153
              )Rent
              
              
              32,378
              
              
              29,637
              
              
              2,741All
                  Other SG&A expenses
              
              
              115,246
              
              
              102,778
              
              
              12,468Total
              
              $
              1,275,674
              
              $
              20,374,135
              
              $
              (19,098,461
              )
 
  Salaries
        and related expenses for the quarter ended March 31, 2005 declined about
        $24,000
        to $252,317, primarily because the Company had fewer employees in the first
        quarter of 2005 as compared to the same period in 2004.
  Insurance
        expense of $50,090 was approximately $20,000 more than the first quarter
        of 2004
        because of increased rates and more employees being covered by the medical
        plan.
  Professional/consulting
        fees of $757,457 were approximately $19,105,000 less than the same period
        in
        2004. In the first quarter of 2004, Amacore Group issued stock and/or warrants
        to consultants and the resultant non-cash charge to expense was $19,641,000
        as
        compared to a non-cash charge in the first quarter of 2005 for shares/warrants
        issued to consultants of $590,000. The Company also incurred a non-cash charge
        to legal expenses in the first quarter of 2004 of approximately $47,000 because
        of stock/warrants being issued to attorneys.
   13
  
  Other
        expenses for the current period increased nearly $12,000 to $115,246 mainly
        because of the expenses Amacore Group incurred with its private placement
        financings.
  **Interest
        Expense:**
  Interest
        expense for the first quarter of 2005 of $27,341 decreased by approximately
        $366,000 from the same period of 2004. In early 2004 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 $360,000. In
        addition, during the first quarter of 2004, many of Amacore Group’s accredited
        investors converted their promissory notes into common stock, which assisted
        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 $1,507 over the same period in 2004, because Amacore
        Group
        purchased some computers late in 2004.
  **Amortization
        Expense:**
  Amortization
        of the PhotoScreener (intellectual property) was $28,845 for the first quarter
        of 2005, which was the first period that any amortization was
        recorded.
   **Loans
        to Stockholders and Officers:**
  As
        of
        March 31, 2005, there were no loans or advances to officers.
   
  **LIQUIDITY
        AND CAPITAL RESOURCES**
  The
        following table compares Amacore Group’s cash flows for the quarters ended March
        31, 2005 and 2004:
  2005
              
              2004Net
                  cash used by operating activities
              
              $
              (567,506
              )
              $
              (646,065
              )Net
                  cash used by investing activities
              
              
              350
              
              
              (2,959
              )Net
                  cash provided by financing activities
              
              
              728,000
              
              
              669,025Net
                  increase or (decrease) in cash
              
              $
              160,843
              
              $
              20,001
 
  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 $697,000 during the first quarter of
        2005.
        Nearly all of the short-term notes, $385,000, issued during the first quarter
        of
        2005 have been converted to Class A common shares. In addition, during the
        first
        quarter of 2005, the Company received an initial investment of $305,000 through
        a financing arrangement with Divine Capital, and an additional $50,000
        investment has been received during the second quarter. 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.
  In
        January 2005, Amacore Group sold 840,000 shares of its class B common stock
        for
        $37,000.
   14
  
  During
        the first quarter of 2005, the Company issued $385,000 of one-year, ten percent
        promissory notes to eight accredited investors. The investors immediately
        converted the promissory notes into 1,069,999 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. Management believes its audit rights
        will be
        sustained and ultimately result in a determination that a significant sum
        is due
        the Company. The Company also contacted a second wholesaler, who determined
        that
        due to system problems, the wholesaler does owe the Company a substantial
        amount
        of enrollment fees for prior years. The Company expects to receive the fees
        in
        2005.
 
 Although
        management to date has been able to manage the cash flow shortfalls without
        interruption to our business, there can be no assurances that necessary
        financing will continue to be available. Management is seeking additional
        working capital to satisfy daily operating requirements. There can be no
        assurance that such additional financing will be available on terms acceptable
        to us.
  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 March 31, 2005 or as of the
        date
        of this report.
  SUBSEQUENT
        EVENTS
  During
        the second quarter of 2005, the Company has issued $75,000 of one-year, ten
        percent promissory notes to three accredited investors, who immediately
        converted the notes into 480,393 shares of the Company’s class A common stock.
        During the second quarter, the Company also issued 74,075 shares of its class
        A
        common stock for consulting services.
 
 As
        discussed above, in March 2005 the Company entered into an arrangement with
        Divine Capital whereby Divine would raise up to $1 million of convertible
        debentures. In April 2005, the Company received an investment of $50,000
        through
        this arrangement, bringing the total amount of capital raised by Divine Capital
        to $355,000.
  15
  PART
        II: OTHER
        INFORMATION
 
 
 
 Item
        6.
        Exhibits and Reports on Form 8-K
 
 (a)
                  Exhibits Filed:
              31.1
              Certification
                  of Chief Executive Officer Pursuant to Section 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.
 
  
 
 
  16
  
 **Signatures**
 
 In
        accordance with the requirements of the Exchange Act, the registrant has
        caused
        this report to be signed on its behalf by the undersigned, thereunto duly
        authorized.
 
 THE
                  AMACORE GROUP, INC.Date: 
                  June 27,
                  2005
                By:
                /s/ James
                  L.
                  KoenigJames
                    L. Koenig
                  Acting
                    Chief Financial Officer
 
  
 
  17
  
 
 
 
 
 
 
 **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
 
 
  18