**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      DC 20549**




**FORM
      10-QSB**





(Mark
                  One)


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




For
      the
      quarterly period ended September 30, 2007





o     
      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.**


(Name
      of
      small business issuer in its charter)





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






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







(813)
                289-5552(Issuer’s
                Telephone Number)







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 twelve months (or such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days.YesxNoo





State
      the
      number of shares outstanding of each of the issuer’s classes of common stock as
      of November 8, 2007:


**103,460,770**
                  Class A Common Shares
              **22,962,802**
                  Class B Common Shares




Transitional
      Small Business Disclosure Format (Check One):  Yes o     
No x










**THE
      AMACORE GROUP, INC.**





**FORM
      10-QSB**




**PART I
      - FINANCIAL INFORMATION**





Page
                No.**ITEM
                1. FINANCIAL INFORMATION**
            **3**CONDENSED
                CONSOLIDATED BALANCE SHEETS - September 30, 2007 and December 31,
                2006
            3CONDENSED
                CONSOLIDATED STATEMENTS OF OPERATIONS - For the Nine and Three Months
                Ended September 30, 2007 and 2006
            4CONDENSED
                CONSOLIDATED STATEMENTS OF CASH FLOWS - For the Nine and Three Months
                Ended September 30, 2007 and 2006
            5NOTES
                TO CONSOLIDATED FINANCIAL STATEMENTS
            6**ITEM
                2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
                OF OPERATIONS**
            **16****ITEM
                3. CONTROLS AND PROCEDURES**
            **22**








**PART II
      -  OTHER INFORMATION**




Page
                No.**ITEM
                1. LEGAL PROCEEDINGS**
            **23****ITEM
                2. UNREGISTERED SALES OF EQUITY AND USE OF
                PROCEEDS**
            **23****ITEM
                3. DEFAULTS UPON SENIOR SECURITIES**
            **24****ITEM
                4.  SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY
                HOLDERS**
            **24****ITEM
                5.  OTHER INFORMATION**
            **24****ITEM
              6.  EXHIBITS**
            **24****SIGNATURES**
            **25**




2




**PART
      I - FINANCIAL INFORMATION**




**Item
      1.Financial
      Statements**




**THE
      AMACORE GROUP, INC.**


**CONSOLIDATED
      BALANCE SHEETS**





**September
                30,**
              **2007**
            
            
            **December
                31,**
              **2006****ASSETS**
            
            (Unaudited)
            
            
            (Audited)Current
                  assetsCash
            
            $
            2,141,976
            
            
            $
            135,046Accounts
                  receivable
            
            
            50,402
            
            
            
            54,756Prepaid
                  expenses and deposits
            
            
            108,165
            
            
            
            77,775Total
                  current assets
            
            
            2,300,543
            
            
            
            267,577Fixed
                  assets (net of accumulated depreciation)
            
            
            112,881
            
            
            
            21,113Other
                  assets
            
            
            492,146
            
            
            
            -Total
                  assets
            
            $
            2,905,571
            
            
            $
            288,690**LIABILITIES
                  AND STOCKHOLDERS’ EQUITY (DEFICIT)**Current
                  liabilitiesAccounts
                  payable
            
            $
            953,877
            
            
            $
            760,158Loans
                  and notes payable
            
            
            1,824,950
            
            
            
            1,916,950Accrued
                  expenses and payroll taxes
            
            
            883,553
            
            
            
            438,396Deferred
                  compensation - related party
            
            
            554,719
            
            
            
            970,753Deferred
                  revenue
            
            
            89,518
            
            
            
            6,022Total
                  current liabilities
            
            
            4,306,616
            
            
            
            4,092,279Long
                  Term LiabilitiesDeferred
                  revenue
            
            
            -
            
            
            
            33,473Total
                  long-term liabilities
            
            
            -
            
            
            
            33,473Total
                  liabilities
            
            
            4,306,616
            
            
            
            4,125,751Stockholders’
                  Equity (Deficit)Preferred
                  stock D, $.001 par value, 20,000,000 shares authorized;
              Series
                  A convertible preferred stock;
              1,500
                  shares authorized; 155 shares issued and
              outstanding
                  respectively (aggregate liquidation value**:**
                  $155,000)
            
            
            1
            
            
            
            -Series
                  C, mandatory convertible stock, 86 shares authorized; 0 and
                  86
              shares
                  issued and outstanding, respectively (aggregate liquidation value
                  of
              $0
                  and $860,000, respectively)
            
            
            -
            
            
            
            -Series
                  D, mandatory convertible stock, 694.6 shares authorized; 694.6
                  and
              138.5
                  shares issued and outstanding respectively (aggregate
                  liquidation
              value:$6,946,000
                  and $1,385,000, respectively)
            
            
            -
            
            
            
            -Series
                  E, mandatory convertible stock, 84 shares authorized, 84 and
                  84
              shares
                  issued and outstanding respectively (aggregate liquidation:
                  $840,000
              and
                  $840,000, respectively)
            
            
            -
            
            
            
            -Common
                  stock A ($.001 par value; 860,000,000 shares
                  authorized;
              98,935,820
                  and 91,303,820 shares issued and outstanding,
                  respectively)
            
            
            98,936
            
            
            
            91,304Common
                  stock B ($.001 par value; 120,000,000 shares
                  authorized;
              22,962,802
                  shares and 3,302,802 shares issued and outstanding,
                  respectively)
            
            
            22,963
            
            
            
            3,303Additional
                  paid-in capital
            
            
            61,575,707
            
            
            
            51,346,720Accumulated
                  deficit
            
            
            (63,098,652
            )
            
            
            (55,277,388
            )Total
                  stockholders’ equity (deficit)
            
            
            (1,401,046
            )
            
            
            (3,837,061
            )Total
                  liabilities and stockholders’ equity (deficit)
            
            $
            2,905,507
            
            
            $
            288,691





**See
      notes to consolidated financial statements**




3




**THE
      AMACORE GROUP, INC.**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**




**FOR
                THE THREE**
              **MONTHS
                ENDED**
            
            
            **FOR
                THE NINE**
              **MONTHS
                ENDED****September
                30,**
            
            
            **September
                30,**
            
            
            **September
                30,**
            
            
            **September
                30,****2007**
            
            
            **2006**
            
            
            **2007**
            
            
            **2006****(Unaudited)**
            
            
            **(Unaudited)**
            
            
            **(Unaudited)**
            
            
            **(Unaudited)**REVENUESSales
            
            $
            215,005
            
            
            $
            93,549
            
            
            $
            807,462
            
            
            $
            250,660Cost
                  of sales
            
            
            (131,621
            )
            
            
            -
            
            
            
            (565,540
            )
            
            
            -Gross
                  profit
            
            $
            83,384
            
            
            $
            93,549
            
            
            $
            241,922
            
            
            $
            250,660OPERATING
                  EXPENSESDepreciation
            
            
            2,745
            
            
            
            1,877
            
            
            
            7,181
            
            
            
            5,596Rent
            
            
            40,256
            
            
            
            13,574
            
            
            
            89,553
            
            
            
            66,582Consulting
                  expense
            
            
            50,050
            
            
            
            100,208
            
            
            
            1,946,102
            
            
            
            202,209Payroll
                  expense
            
            
            683,419
            
            
            
            281,133
            
            
            
            4,208,359
            
            
            
            871,668Professional
                  expense
            
            
            172,527
            
            
            
            52,005
            
            
            
            336,751
            
            
            
            121,723Insurance
                  expense
            
            
            47,642
            
            
            
            30,096
            
            
            
            120,121
            
            
            
            90,329Travel
                  and entertainment
            
            
            123,828
            
            
            
            56,787
            
            
            
            350,231
            
            
            
            128,130Contract
                  labor
            
            
            17,568
            
            
            
            16,662
            
            
            
            55,099
            
            
            
            44,662Bad
                  debt expense
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            4,656Office
                  expense
            
            
            16,058
            
            
            
            11,974
            
            
            
            30,093
            
            
            
            29,759Telephone
            
            
            24,609
            
            
            
            10,660
            
            
            
            50,376
            
            
            
            25,788Trade
                  shows
            
            
            -
            
            
            
            1,548
            
            
            
            -
            
            
            
            5,048Selling,
                  general and administrative expenses
            
            
            133,105
            
            
            
            16,603
            
            
            
            239,850
            
            
            
            39,993Total
                  expenses
            
            
            1,311,806
            
            
            
            595,921
            
            
            
            7,433,715
            
            
            
            1,636,143Operating
                  income/(loss) from operations before income tax expense and other
                  income
                  and expenses
            
            
            (1,228,422
            )
            
            
            (502,372
            )
            
            
            (7,191,793
            )
            
            
            (1,385,483
            )Income
                  tax expense
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Operating
                  income/(loss) from operations and income tax expense before and
                  other
                  income and expenses
            
            
            (1,228,422
            )
            
            
            (502,372
            )
            
            
            (7,191,793
            )
            
            
            (1,385,483
            )OTHER
                  INCOME (EXPENSE)Interest
                  income
            
            
            30,425
            
            
            
            -
            
            
            
            80,147
            
            
            
            -Interest
                  expense
            
            
            (59,485
            )
            
            
            (40,356
            )
            
            
            (173,336
            )
            
            
            (322,525
            )Gain
                  on extinguishment of debt
            
            
            
            
            
            
            493,695
            
            
            
            
            
            
            
            493,695Derivative
                  instrument income (expense), net
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            468,892Total
                  other income (expense)
            
            
            (29,060
            )
            
            
            453,339
            
            
            
            (93,189
            )
            
            
            640,062Net
                  Loss
            
            
            (1,257,482
            )
            
            
            (49,033
            )
            
            
            (7,284,982
            )
            
            
            (745,421
            )Preferred stock
                  dividends and accretions
            
            
            (180,789
            )
            
            
            124,437
            
            
            
            (449,897
            )
            
            
            (425,373
            )Net
                  Loss Applicable to Common Stockholders
            
            $
            (1,438,271
            )
            
            $
            75,404
            
            
            $
            (7,734,879
            )
            
            $
            (1,170,794
            )Basic
                  and diluted loss per common share
            
            $
            (0.01
            )
            
            $
            0.00
            
            
            $
            (0.08
            )
            
            $
            (0.01
            )Basic
                  and diluted weighted average number of common shares
                  outstanding
            
            
            98,893,979
            
            
            
            63,509,893
            
            
            
            97,458,644
            
            
            
            82,408,259





**See
      notes to consolidated financial statements**




4




**THE
      AMACORE GROUP, INC.**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**NINE
      MONTHS ENDED SEPTEMBER 30,**





**2007**
            
            
            **2006**(Unaudited)
            
            
            (Audited)Cash
                  flows from operating activitiesNet
                  loss
            
            $
            (7,284,982
            )
            
            $
            (1,170,794
            )Adjustment
                  to reconcile net loss to net cash provided by (used) in operating
                  activitiesAmortization
                  of discount on convertible debt
            
            
            -
            
            
            
            214,872Issuances
                  of shares and warrants for services and interest
            
            
            4,471,526
            
            
            
            -Depreciation
            
            
            7,181
            
            
            
            5,596Derivative
                  instrument (income) expense, net
            
            
            -
            
            
            
            (468,892
            )Changes
                  in operating assets and liabilities(Increase)
                  decrease in accounts receivables
            
            
            4,354
            
            
            
            (2,575
            )(Increase)
                  decrease in prepaid expenses
            
            
            10,610
            
            
            
            13,801Increase
                  (decrease) in accounts payable and accrued expenses
            
            
            110,500
            
            
            
            (90,287
            )Increase
                  (decrease) in deferred compensation
            
            
            (416,034
            )
            
            
            146,199Increase
                  (decrease) in deferred revenue
            
            
            50,023
            
            
            
            (3,543
            )Net
                  cash provided (used) by operating activities
            
            
            (3,046,822
            )
            
            
            (1,355,623
            )Cash
                  flows from investing activitiesPurchase
                  of other assets
            
            
            (25,000
            )
            
            
            -Purchase
                  of property and equipment
            
            
            (98,949
            )
            
            
            (1,008
            )Sale
                  of property and equipment
            
            
            
            
            
            
            50,000Net
                  cash provided (used) by investing activities
            
            
            (123,949
            )
            
            
            48,992Cash
                  flows from financing activitiesProceeds
                  from sale of preferred stock
            
            
            
            
            
            
            840,000Proceeds
                  from short term borrowings, loans and notes payable,
                  net
            
            
            5,213,000
            
            
            
            1,104,000Proceeds
                  from exercise of warrants
            
            
            39,700
            
            
            
            22,500Payments
                  on and redemption of convertible notes
            
            
            (75,000
            )
            
            
            (678,833
            )Net
                  cash provided by financing activities
            
            
            5,177,700
            
            
            
            1,287,667Increase
                  (decrease) in cash
            
            
            2,006,930
            
            
            
            (18,965
            )Beginning
                  cash and cash equivalents
            
            
            135,046
            
            
            
            21,761Ending
                  cash and cash equivalents
            
            $
            2,141,976
            
            
            $
            2,796




SUPPLEMENTAL
                INFORMATION:Cash
                paid for interest
            
            $
            53,519
            
            
            $
            72,517Cash
                paid for taxes
            
            $
            -
            
            
            $
            -NON-CASH
                INVESTING AND FINANCING ACTIVITIES:Conversion
                value of note payable and interest to preferred stock
            
            $
            4,811,000
            
            
            $
            -Common
                stock issued for compensation
            
            $
            41,000
            
            
            $
            -Discounts
                on preferred stock accreted to retained earnings
            
            
            191,997Conversion
                value of notes payable and interest to common stock
            
            $
            52,000
            
            
            $
            6,666Payment
                of accounts payable and accrued expenses with common stock
            
            $
            5,540
            
            
            $
            -Common
                shares issued for acquisition
            
            $
            180,000
            
            
            $
            -Warrant
                exercised for common stock
            
            $
            33,500
            
            
            $
            -




**See
        notes to consolidated financial statements**
  5


**NOTES
      TO FINANCIAL STATEMENTS**






**NOTE
      1 – BASIS OF PRESENTATION & NATURE OF OPERATIONS**




**Basis
      of Presentation**





The
      accompanying unaudited condensed consolidated financial statements have been
      prepared in accordance with the instruction to and requirements of Form 10-QSB
      and Article 10 of Regulation S-X.  Accordingly, they do not include
      all of the information and footnotes required by GAAP for complete financial
      statements. In the opinion of management, all adjustments (consisting of normal
      recurring accruals) considered necessary in order to make the financial
      statements not misleading have been included. Results for the three and nine
      month periods ended September 30, 2007 are not necessarily indicative of the
      results that may be expected for the year ending December 31, 2007. For further
      information, refer to the financial statements and footnotes thereto included
      in
      The Amacore Group, Inc. annual report on Form 10-KSB/A for the year ended
      December 31, 2006.




**Nature
      of Operations**




The
      Amacore Group, Inc. (“The Amacore Group” or the “Company”) markets, in addition
      to its discount vision plan, various discount programs that provide members
      with
      5% to 50% savings on doctor visits, a hospital savings program, discounts on
      long-term care, and savings on alternative medicine, vitamins and nutritional
      supplements. Program members also have access to a 24-hour nurse hotline,
      24-hour counseling and the services of a personal patient advocate. For
      travelers, the program offers worldwide assistance in over 200 countries and
      territories and a Global Med-Net ID that can get medical histories to medical
      service providers around the world. With the addition of these new programs,
      the
      Company changed its business from just a provider of vision care to a provider
      of an entire array of medical services. The Company is also in a position to
      market limited medical indemnity and accident group insurance
      programs.




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




**Principles
      of Consolidation**





The
      consolidated financial statements as of and for the nine months ended September
      30, 2007 and 2006 include the accounts of The Amacore Group, Inc. and its
      wholly-owned subsidiaries LBI, Inc. and JRM Benefits Consultants LLC
      (“JRM”).  All significant intercompany balances and transactions have
      been eliminated in consolidation.




**Cash
      and Cash Equivalents**





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





**Impairment
      of Assets**





In
      accordance with the provisions of Statement of Financial Accounting Standard
      No.
      144, Accounting for the Impairment or Disposal of Long-Lived Assets, The Amacore
      Group’s policy is to evaluate whether there has been a permanent impairment in
      the value of long-lived assets, certain identifiable intangibles and goodwill
      when certain events have taken place that indicate the remaining unamortized
      balance may not be recoverable. When factors indicate that the intangible assets
      should be evaluated for possible impairment, The Amacore Group uses an estimate
      of related undiscounted cash flows. Factors considered in the valuation include
      current operating results, trends and anticipated undiscounted future cash
      flows. There were no impairment losses during the first nine months of 2007,
      thus no impairment loss is recorded.





**Concentration
      of Credit Risk**





Concentrations
      of credit risk with respect to sales existed during the nine months ended
      September 30, 2007 in that approximately 36% of total sales were to a single
      plan sponsor, up from 27% for the same period in 2006. The concentration of
      sales to a single plan sponsor to that extent creates a risk to the extent
      that
      if that customer is lost, revenues would be significantly affected. In addition,
      sales to three customers during the nine months ended September 30, 2007 was
      approximately 46% of total sales and 77% for the same period in 2006. The
      Amacore Group has sought to address this risk on a going forward basis through
      expansion of its customer base by organic growth and by its recent
      acquisitions.





6





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





**Advertising
      Costs**





The
      Amacore Group charges advertising costs to expense as incurred. During the
      nine
      months ended September 30, 2007 and 2006, advertising costs were $23,770 and
      $0,
      respectively.





**Intellectual
      Property**





In
      December 2004, The Amacore Group acquired 100% of the rights to a number of
      patents and technology known as the PhotoScreener (Screener). The PhotoScreener
      technology and related patents enable the owner to manufacture devices that
      can
      quickly scan individual eyes to discover medical abnormalities to be referred
      for treatment. The Screener can be used for preverbal infants as young as six
      months up to adults and has been effective in revealing early stage eye
      abnormalities that can be treated effectively. The Amacore Group purchased
      the
      technology for an initial payment of 937,500 shares of common A stock valued
      at
      approximately $2,307,572. The remainder of the purchase price was contingent
      on
      proving its marketability with a final payment due by October 2005 in the amount
      of 1,562,500 shares.  The Company had the right to not make the final
      payment when due, and as a result would forfeit all rights to the patent and
      technology.  The Amacore Group had obtained an independent valuation of the
      technology in excess of the purchase price. The Company had determined that
      the useful life for purposes of amortization of the PhotoScreener patent
      (intellectual property) was 20 years. SFAS 142 provides the criteria to be
      considered in determining the useful life. Those criteria are: a) the expected
      use of the patent by the Company, b) the expected useful life of other assets
      which the useful life of the patent may relate, c) any legal, regulatory or
      contractual provisions that may limit the useful life of the patent, d) any
      legal, regulatory or contractual provisions that enable renewal or extension
      of
      the PhotoScreener patent without substantial cost, e) effects of obsolescence,
      demand, competition and other economic factors, and f) the level of maintenance
      expenditures required to obtain expected future cash flows from the
      PhotoScreener. After reviewing the criteria the Company concluded that a) the
      useful life of the PhotoScreener patent is 20 years, b) there are no other
      assets with which the PhotoScreener patent relates, c) the Company has all
      legal
      rights to the PhotoScreener patent, d) the expected cost of renewing the patent
      is minimal - less than $10,000, e) the patent and related technology are unique
      and the Company expected significant revenues from the use of the technology,
      and f) the patent does not require any maintenance to obtain the expected cash
      flows. In March 2006, the Company sold its rights to the patents and technology
      of the PhotoScreener, and thus reduced the value on the Company’s books and
      records at December 31, 2005 by $2,348,020 to the net realizable value of
      $92,051. The asset was sold in March 2006 for $50,000 and the return of 1.75
      million shares of the Company’s common stock previously issued in the
      acquisition of the asset.





**Use
      of Estimates**




The
      preparation of the Company’s condensed consolidated financial statements in
      conformity with the Rules and Regulations of the Securities and Exchange
      Commission that require 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, if any, and expenses during the reporting period. The
      accounting estimates that require management’s most difficult and subjective
      judgments include capitalization of certain assets, depreciable/amortizable
      lives, impairment of long-lived assets, the expected volatility of common stock,
      and the fair value of common stock and options issued for services as well
      as
      the allocation of proceeds from the issuance of debt and equity instruments.
      Because of the uncertainty inherent in such estimates, actual results may differ
      from these estimates.





**Revenues
      and Commissions Recognition**





The
      Company recognizes revenues in accordance with SEC Staff Accounting Bulletin
      No.
      101, *Revenue Recognition in Financial Statements*(“SAB No. 101”) as
      amended by SEC Staff Accounting Bulletin No. 104, *Revenue Recognition*,
      revised and updated (“SAB No. 104”), which stipulates that revenue generally is
      realized or realizable and earned, once persuasive evidence of an arrangement
      exists, delivery has occurred or services have been rendered, the fee is fixed
      or determinable and collectability is reasonably assured. The Company’s main
      source of revenue during the nine months ended September 30, 2007 was from
      the
      sales of  bundled discount benefits with added insurance components that
      have a monthly renewal period.  This revenue is recorded as
      earned.  We record a provision for estimated refunds, returns, and
      allowances which are computed based upon prior actual history of refunds,
      returns, and allowances.  Commission expense associated with this
      revenue is recorded at the time of sale and is adjusted for refunds, returns,
      and allowances. Approximately $1,030,274 of revenue was from the sale of
      the Company’s programs with an estimate for refunds, returns, and allowances of
      approximately $242,000 resulting in approximately $788,000 in sales
      revenue.  Another component of revenue consists of straight
      commissions with no direct expense or ultimate risk related to this type of
      revenue generation.  Commission revenue during 2007 was
      immaterial.  During 2006, revenues were generated primarily from
      membership fees and were recognized over the life of the memberships which
      generally are one year from the month after a member signs up for the
      program.  Also during 2006, the Company sold two and three year
      memberships which were and still are amortized over the life of these
      memberships.  During 2007, these revenues are immaterial.




7




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




In
      March
      2007, the Company began selling two new programs entitled SmartHealth Plus
      and
      SmartHealth Premier, which are comprised of a group of bundled products acquired
      through contracts with other vendors, as well as the Company’s discount vision
      plan. We have reviewed the reporting requirements discussed in EITF 99-19
      entitled “Reporting Revenue Gross as a Principal versus Net as an Agent”, issued
      by the Financial Accounting Standards Board, and have determined that revenue
      from the sale of these two products should be reported on the gross
      basis.





**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 are stated at estimated net realizable value.  Accounts
      receivable are primarily comprised of balances due from memberships, net of
      estimated allowances for uncollectible accounts.  In determining
      collectability, historical trends are evaluated and specific customer issues
      are
      reviewed to arrive at appropriate allowances. (See Note 5)





**Fixed
      Assets**





Fixed
      Assets, consisting principally of furniture and fixtures, equipment, computer
      equipment and capitalized purchased and internally developed software programs,
      are recorded at cost. Depreciation and amortization are provided for, using
      the
      straight-line method, in amounts sufficient to relate the cost of depreciable
      and amortizable assets to operations over their estimated useful lives. Repairs
      and maintenance are charged to operations as incurred.





A
      summary
      of the estimated useful lives of the property and equipment is presented
      below:





Estimated
                useful livesComputer
                hardware
            
            3
                yearsComputer
                software
            
            3
                yearsEquipment
            
            5
                yearsFurniture
                and fixtures
            
            7
                yearsLeasehold
                improvements
            
            Shorter
                of life of asset or lease term




The
      Company has adopted Statement of Position 98-1, *Accounting for the Costs of
      Computer Software Developed or Obtained for Internal Use*. This statement
      requires that certain costs incurred in purchasing or developing software for
      internal use be capitalized as internal use software development costs and
      included in fixed assets. Amortization of the software begins
      as software is ready for its intended use.




**Convertible
      Instruments**





The
      Company reviews the terms of convertible debt and equity securities for
      indications requiring bifurcation, and separate accounting for the embedded
      conversion feature. Generally, embedded conversion features where the ability
      to
      physical or net-share settle the conversion option is not within the control
      of
      the Company are bifurcated and accounted for as derivative financial
      instruments. (See “Derivative Financial Instruments” below). Bifurcation
      of the embedded derivative instrument requires allocation of the proceeds first
      to the fair value of the embedded derivative instrument with the residual
      allocated to the debt instrument. The resulting discount to the face value
      of
      debt instrument is amortized through periodic charges to interest expense using
      the Effective Interest Method. (See Note 8) The resulting discount to the
      redemption value of redeemable preferred securities is accreted through periodic
      charges to retained earnings over the term of the instrument using the Effective
      Method. In June 2006 the Company redeemed the convertible debt that had been
      identified as derivative financial instruments.




8


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





**Derivative
      Financial Instruments**





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





**Income
      Taxes**




The
      Amacore Group has adopted SFAS 109.  The Amacore Group has not made a
      provision for income tax purposes due to incurring losses since inception. 
There is no current tax expense, and after consideration of a valuation
      allowance, there is no deferred tax benefit.  The cumulative net operating
      losses of approximately $63 million can be carried forward to offset future
      taxable income.  The net operating loss carry-forward begins expiring in
      2012.





**Loss
      Per Common Share**




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





**Recent
      Accounting Pronouncements Issued But Not Yet Adopted**




In
      September 2006, the FASB issued FASB Statement No. 157, *Fair Value
      Measurements*(“SFAS No. 157”), which defines fair value, establishes a
      framework for measuring fair value under GAAP, and expands disclosures about
      fair value measurements. SFAS No. 157 applies to other accounting pronouncements
      that require or permit fair value measurements. The new guidance is effective
      for financial statements issued for fiscal years beginning after November 15,
      2007, and for interim periods within those fiscal years. The Company is
      evaluating the potential impact, if any, of the adoption of SFAS No. 157 on
      its
      condensed consolidated financial statements.





In
      February 2007, FASB issued Statement No. 159, *The Fair Value Option for
      Financial Assets and Financial Liabilities*(“SFAS No. 159”). SFAS No. 159
      provides a “Fair Value Option” under which a company may irrevocably elect fair
      value as the initial and subsequent measurement attribute for certain financial
      assets and liabilities. SFAS No. 159 will be available on a contract-by-contract
      basis with changes in fair value recognized in earnings as those changes occur.
      SFAS No. 159 is effective for fiscal years after November 15, 2007. SFAS No.
      159
      also allows early adoption provided that the entity also adopts the requirements
      of SFAS No. 157. The Company does not believe the adoption of SFAS No. 159
      will
      have a material impact, if any, on its condensed consolidated financial
      statements.





Management
      does not believe that any other recently issued, but not yet effected,
      accounting standards if currently adopted would have a material effect on the
      Company’s condensed consolidated financial statements.





**NOTE 3
      - INCOME TAXES**




In
      July
      2006, the FASB issued FIN No. 48, *Accounting for Uncertainty in Income
      Taxes, and Interpretation of FASB Statement No. 109*(“FIN 48”). FIN 48
      clarifies the accounting for uncertainty in income taxes recognized in a
      company’s financial statements and prescribes a recognition threshold and
      measurement attribute for the financial statement recognition and measurement
      of
      a tax position taken or expected to be taken in an income tax return. FIN 48
      also provides guidance in derecognition, classification, interest and penalties,
      accounting in interim periods, disclosures and transition. FIN 48 is effective
      for fiscal years beginning after December 15, 2006. The adoption of FIN 48
      did
      not have a significant effect on the Company’s unaudited condensed consolidated
      financial statements.





9





**NOTE
      3 – INCOME TAXES (Continued)**





For
      the
      nine months ended September 30, 2007 and 2006, the temporary differences between
      book income and taxable income consisted of the deferred compensation. 
Computation of any deferred tax asset is computed by multiplying these temporary
      differences by the approximate applicable tax rate of 34 percent.  The
      Amacore Group has had continued operating losses since inception and the
      prospect for utilization is remote therefore, no deferred tax assets have been
      recorded.





Income
      taxes for the nine months ended September 30, 2007 and 2006 differ from the
      amounts computed by applying the effective income tax rate of 34% to income
      before income taxes as a result of the following:




**2007**
            
            
            **2006**Computed
                tax (benefit) expense at the statutory rate 34%
            
            
            (2,476,893
            )
            
            
            (236,800
            )Permanent
                difference - Derivative income/(expense) and other
            
            
            -
            
            
            
            (171,500
            )(408,300
            )Change
                in deferred tax valuation
            
            
            2,476,893
            
            
            
            408,300Current
                income tax expense (benefit)
            
            
            -
            
            
            
            -




Temporary
      differences that give rise to deferred tax assets and liabilities:




2007
            
            
            2006Deferred
                tax assets:Net
                operating loss carry forward
            
            $
            22,785,193
            
            
            $
            20,308,300Less
                valuation allowance
            
            
            (22,785,193
            )
            
            
            (20,308,300
            )Gross
                deferred tax asset
            
            
            -
            
            
            
            -Gross
                deferred tax liability
            
            
            -
            
            
            
            -Net
                deferred tax asset
            
            $
            -
            
            
            $
            -




As
      of
      September 30, 2007, realization of The Amacore Group’s net deferred tax assets
      of approximately $23,148,448 was not considered more likely than not, and
      accordingly, a valuation allowance of an equal amount was provided. The net
      change in the total valuation allowance during the nine months ended September
      30, 2007 was $2,661,293.





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





As
      of
      September 30, 2007, due to stockholders/officers included deferred compensation
      of $554,719**.**





**NOTE 5
      - ACCOUNTS RECEIVABLE, NET**




Accounts
      receivable, net of allowance for uncollectible accounts, was $50,402 as of
      September 30, 2007.





**NOTE 6
      - FIXED ASSETS, NET**





As
      of
      September 30, 2007, fixed assets, net of accumulated depreciation of $91,960,
      was $112,881.




**NOTE 7 -
      UNALLOCATED ASSETS**





As
      of
      September 30, 2007, unallocated assets was $492,146.  This amount
      relates to all the assets acquired in the acquisition of JRM on August 31,
      2007.  Assets include all tangible assets such as plant and equipment,
      fixtures and fittings and non-tangible assets which include customer lists
      and
      intellectual property.  The Company is in the process of obtaining
      fair market values with respect to all such assets and will reallocate to the
      appropriate asset categories when completed.





10





**NOTE 8
      - NOTES AND LOANS PAYABLE**





Notes
      and
      loans payable consist of the following as of September 30, 2007 and December
      31,
      2006:




September
                30,
              2007
            
            
            December
                31,
              2006Promissory
                notes payable to investors and shareholders; bearing interest ranging
                from
                8% to 10% per annum; due through September 2007; currently in
                default.
            
            $
            512,500
            
            
            $
            512,500Convertible
                promissory notes to investors and shareholders; bearing interest
                ranging
                from 8% to 10% per annum; due through September 2007; currently in 
                default
            
            
            662,000
            
            
            
            692,000Promissory
                notes payable to investors and shareholders; bearing interest
                ranging from 8% to 10% per annum; due through June
                2008.
            
            
            140,000
            
            
            
            195,000Convertible
                promissory notes to investors and shareholders; bearing interest
                ranging
                from 8% to 10% per annum; due through September 2007.
            
            
            395,500
            
            
            
            402,500Promissory
                note payable to shareholders; bearing 1.53% interest per annum through
                June 2004, increasing to 15% thereafter; currently in
                default.
            
            
            114,950
            
            
            
            114,950Total
                notes and loans payable
            
            $
            1,824,950
            
            
            $
            1,916,950




At
      the
      date of issue of each of the convertible notes, the conversion price was equal
      to or exceeded the stock price at that time of issue, and as such, no intrinsic
      value was allocated to the embedded option of each note.  As of
      September 30, 2007, all notes and loans payable were classified as current
      maturities.




The
        Company notes that approximately $1,300,000 of the above listed notes in
        default
        are held by investors who have been supporters of the Company over the past
        years.  The Company is in the process of negotiating a conversion to
        equity for these notes.  Whilst the Company believes that such a
        conversion is likely, it cannot assure that this will be the eventual
        outcome.
 
 Two
        notes
        included in the table of above listed notes in default, totaling approximately
        $385,000, are currently in dispute by the Company.  The Company
        believes that these notes are not payable but has retained the notes on the
        balance sheet at September 30, 2007 and will continue to do so until such
        notes
        are legally extinguished.




**NOTE
      9 - CONVERTIBLE DEBENTURES**





There
      were no convertible debentures as of September 30, 2007 and December 31,
      2006.





**NOTE
      10 - PREFERRED STOCK**





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





Each
      share of Series C Convertible Preferred Stock was to be converted at any time
      until July 30, 2006, when conversion became mandatory. At the time of
      conversion, each share would have been deemed to have a value of $10,000 and
      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 the Series C investors, the
      Company agreed to register shares which were 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 had the
      right to purchase up to 1% of the issuances of equity securities issued under
      subsequent funding transactions.




11


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





As
      a
      result of the aforementioned allocation, the Series C Convertible Preferred
      Stock had no initial carrying value, but it was to be accreted to its redemption
      value of $860,000 through periodic charges to retained earnings over the period
      through the redemption date. Accretions on the Series C Convertible Preferred
      Stock amounted to $0 and $353,704 during the nine months ended September 30,
      2007 and 2006, respectively.





In
      July
      2006, pursuant to a Preferred Stock Purchase and Exchange Agreement with VICIS
      Capital Master Fund (“Vicis”),  the Company exchanged 86 shares of its
      Series C Mandatory Convertible Preferred Stock held by Vicis and having a
      maturity date of July 30, 2006, for 86 shares of a newly-created 6% Series
      D
      Convertible Preferred Stock, convertible into Class A Common Stock of the
      Company at a price of $.01 per share and having a maturity date of July 15,
      2011. In addition, Vicis purchased for approximately $840,000, 84 shares of
      a
      newly-created 6% Series E Convertible Preferred Stock, convertible into Class
      A
      Common Stock of the Company at a price of $.02 per share and having a maturity
      date of July 15, 2011. Both of the Preferred Stock Series may be converted
      into
      the Company’s Class A common stock at their respective convertible prices at any
      time after July 11, 2008.





The
      Company has the right to redeem the Series E Preferred Stock at any time,
      provided (a) the closing trading price of the Class A Common Stock exceeds
      $.50
      per share (as quoted on the principal exchange, including for this purpose,
      the
      Nasdaq National Market on which it is then listed, or if it is not so listed,
      the closing bid price per share for such stock, as reported by Nasdaq, the
      OTC
      Bulletin Board, the National Quotation Bureau, Incorporated or other similar
      service which regularly reports closing bid quotations for such stock) for
      15
      trading days during any 20-trading day period; and (b) there is at the time
      of
      the call for redemption by the Corporation, and has been for the period
      specified in (a) above preceding such call, an effective registration statement
      covering the resale of the shares of Class A Common Stock underlying the Series
      E Preferred Stock





In
      January 2007, the Company raised $750,000 by issuing 75 shares of Series D
      Mandatory convertible preferred stock to Vicis; another $1,500,000 by issuing
      an
      additional 150 shares of the same series stock to Vicis, and on March 30, 2007,
      raised $3.3 million through the issuance of a mandatory convertible promissory
      note to Vicis, which, along with accrued interest of 4%, was converted into
      331.1 shares of the same series stock on May 1, 2007. The Company has the right
      to redeem 90% of the 331.1 shares during the period ending December 1,
      2007.





In
      connection with these transactions, the Company recorded beneficial conversion
      features of $860,000 associated with Series D Preferred Stock and $420,000
      associated with Series E Preferred Stock.  The resulting discounts are
      being accreted through charges to retained earnings.  Aggregate
      accretions at September 30, 2007 amounted to $191,997.





**NOTE
      11 - COMMON STOCK**




In
      January 2007, The Amacore Group received approval from its shareholders, to
      increase its authorized shares from six hundred forty million shares to one
      billion shares. The authorized shares for Class A common stock were increased
      from five hundred million shares to eight hundred sixty million; its Class
      B
      common stock remained at one hundred twenty million shares and its preferred
      shares remained at twenty million shares. On all matters required by law to
      be
      submitted to a vote of the holders of common stock, each share of Class A common
      stock is entitled to one vote per share, and each share of Class B common stock
      is entitled to five votes per share.




**NOTE
      12 - WARRANTS**





During
      the nine months ended September 30, 2007 and 2006, The Amacore Group issued
      warrants to purchase 10,820,000 and 13,949,000 shares of Class A common
      stock, respectively.  At September 30, 2007 there were 17,685,600 shares
      of common stock outstanding, exercisable at varying prices through
      2012.  The following table summarizes this warrant activity:




2007
            
            
            2006Warrants
            
            
            Weighted
              Average
              Exercise
              Price
            
            
            Warrants
            
            
            Weighted
              Average
              Exercise
              PriceWarrants
                outstanding, beginning of year
            
            
            10,727,000
            
            
            $
            .27
            
            
            
            4,472,428
            
            
            $
            2.38Additional
                warrants
            
            
            10,820,000
            
            
            
            .12
            
            
            
            13,949,000
            
            
            
            .16Warrants
                cancelled/expired
            
            
            (583,400
            )
            
            
            .04
            
            
            
            (369,428
            )
            
            
            2.35Warrants
                exercised
            
            
            (3,278,000
            )
            
            
            .07
            
            
            
            (7,325,000
            )
            
            
            -Warrants
                outstanding, ending of year
            
            
            17,685,600
            
            
            $
            .22
            
            
            
            10,617,000
            
            
            $
            .74




12




**NOTE
      12 – WARRANTS (Continued)**





The
      following table summarizes the status of warrants outstanding at September
      30,
      2007; all warrants are immediately exercisable:





Exercisable
                and Outstanding WarrantsExercise
                Price
            
            Number
            
            Weighted
                average remaining
              contractual
                life in years$0.005
            
            
            2,600,000
            
            
            3.75$0.01
            
            
            890,000
            
            
            2.47$0.025
            
            
            6,000,000
            
            
            4.5$0.05
            
            
            20,000
            
            
            .33$0.10
            
            
            350,000
            
            
            3.57$0.15
            
            
            30,000
            
            
            1.79$0.16
            
            
            2,375,000
            
            
            2.6$0.21
            
            
            200,000
            
            
            .46$0.30
            
            
            3,700,000
            
            
            4.49$0.32
            
            
            50,000
            
            
            4.96$1.25
            
            
            900,000
            
            
            2.47$2.40
            
            
            400,000
            
            
            1.85




During
      2007, the Company issued 10,820,000 warrants to directors, employees and
      consultants for services.  The warrants were valued using the
      Black-Scholes Option Model with a volatility of 245%, a risk free interest
      rate
      of 4.52% and a life of five years and a zero dividend rate.  This
      resulted in a compensation expense of approximately $1,241,000 for the nine
      months ended September 30, 2007.  All warrants are fully vested so all
      expenses were recorded at the time of issue.




**NOTE
      13 - 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 not
      included in the fully diluted shares calculation.





The
      following sets for the computation of basic and diluted net earnings (loss)
      per
      common share for the nine months ended September 30, 2007 and 2006:




2007
            
            
            2006Numerator:Net
                income (loss)
            
            $
            (7,284,982
            )
            
            $
            (745,421
            )Less
                preferred stock dividend and accretions
            
            
            (449,897
            )
            
            
            (425,373
            )Net loss
                applicable to common stockholders
            
            $
            (7,734,879
            )
            
            $
            (1,170,794
            )Denominator:Weighted
                average basic share outstanding
            
            
            98,893,979
            
            
            
            82,408,259Weighted
                average fully diluted shares outstanding
            
            
            98,893,979
            
            
            
            82,408,259Net
                earnings per common share - basic and diluted
            
            $
            (0.08
            )
            
            $
            (0.01
            )




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




13


**NOTE
      14 - FINANCIAL INSTRUMENTS**





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





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





Derivative
      Financial Instruments





The
      caption derivative financial instruments consists of (a) the embedded conversion
      feature bifurcated from the 7% Convertible Debentures, (b) the embedded
      conversion feature bifurcated from the Series C Preferred Stock, (c) the
      Warrants issued in connection with the Series C Preferred Stock, and (d) Other
      Warrants. (Also See Note 9—Convertible Debentures and Note 10—Redeemable
      Preferred Stock). As of September 30, 2006, the Company redeemed the convertible
      notes that had been determined to be derivative financial instruments, which
      resulted in the recording of a gain on extinguishment of debt of $493,695.
      There
      are no derivative financial instruments as of September 30, 2007





**NOTE
      15 - LITIGATION AND CONTINGENCIES**





At
        September 30, 2007, The Amacore Group was involved in various lawsuits, claims
        or disputes arising in the normal course of business.  The settlement of
        such claims cannot be determined at this time.  Management does not believe
        that the ultimate outcome of these matters will have a material impact on
        the
        Company’s operations or cash flows.


In
      addition to various lawsuits, claims or dispute arising in the ordinary course
      of business, on January 9, 2006, the Company was served with a Summons and
      Complaint (the "Complaint") in an Action captioned, "Richard Abrahamson, M.D.,
      Plaintiff vs. The Amacore Group, Inc., F/K/A Eye Care International, Inc.,
      Defendant." The Complaint, which was filed in The Court of Common Pleas for
      Hamilton County, Ohio on December 30, 2005, alleged nonpayment by the Company
      of
      certain Promissory Notes and sought damages in the amount of $111,839. The
      Company believed, at that time, that the plaintiff's records were in error
      and
      proceeded to document to plaintiff's counsel full payment of all monies due
      plaintiff under the Promissory Notes. Plaintiff's counsel and the Company agreed
      to extend the Company's time to answer or move with respect to the Complaint
      for
      an indefinite period of time in order to provide plaintiff with an opportunity
      to recheck plaintiff's records. It was the Company's belief that when so
      rechecked, plaintiff would withdraw the Complaint.




On
      February 15, 2007, Plaintiff filed an Amended Complaint in The Court of Common
      Pleas for Hamilton County, Ohio, Case No. A 0511133, captioned, "Richard
      Abrahamson, Plaintiff vs. The Amacore Group, Inc., F/K/A Eye Care International,
      Inc. and Clark A. Marcus, Defendants," alleging Breach of Promissory Notes,
      Breach of Oral Loan Agreements, Action on Account of Promissory Notes and Oral
      Agreements, Breach of Third Party Beneficiary Contracts, Breach of Fiduciary
      Duty to Issue Share Certificate Upon Gift of Share to Plaintiff, Breach of
      Fiduciary Duties and Unjust Enrichment. Actual damages alleged are in excess
      of
      $3.9 million, not including interest. An additional $2.4 million in punitive
      damages is also claimed. The Amended Complaint also asserts the right to
      attorney's fees.




While
      the
      Company is unable to predict the ultimate outcome of the litigation, after
      reviewing the Amended Complaint, the Company believes that neither it nor Mr.
      Marcus is liable to the plaintiff; they have defenses to each and every
      allegation of the Amended Complaint; and intend to vigorously defend their
      position and advance appropriate counterclaims.




**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 Amacore Group as a going concern. 
However, The Amacore Group has sustained operating losses in recent years. 
Further for the nine months ended September 30, 2007, The Amacore Group had
      negative working capital of approximately $2,006,073, a net loss of $7,841,882
      and has incurred substantial losses in previous years resulting in an
      accumulated deficit of approximately $63,000,000.  Although these factors
      raise substantial doubt about the ability of The Amacore Group to continue
      as a
      viable entity, The Amacore Group has taken several actions it believes will
      allow it to continue operations through September 30, 2008.  The Company
      obtained additional financing in the first nine months of 2007 totaling $4.8
      million from Vicis Capital Master Fund and has generated significant
      revenues from new product sales.





14





**NOTE
      17 - SUBSEQUENT EVENTS**




On
      October 9, 2007, we completed the acquisition of 100% ownership of LifeGuard
      Benefit Services, Inc., a Texas corporation, through a stock-for-stock merger
      between LifeGuard and our wholly owned subsidiary, LBS Acquisition Corp. In
      consideration for the merger we issued 2.469771 shares of our common stock
      with
      a deemed value of $5 per share for each share of outstanding LifeGuard common
      stock.




LifeGuard
      offers specialized healthcare benefits supported by a comprehensive
      administrative and service platform designed to provide turnkey solutions for
      its customers. LifeGuard also offers membership programs that provide access
      to
      healthcare providers, and aims to preserve the doctor-patient relationship,
      similar in concept to our Smarthealth Plus and Smarthealth Premier programs.
      LifeGuard's current distribution channels include direct call center
      relationships, employer groups, agent distribution and the wholesale market.
      Through these channels LifeGuard provides insured and non-insured health
      benefits along with its services to over 1.5 million families.




On
      October 15, 2007, the Company entered into an agreement with Vicis Capital
      Master Fund to sell Vicis $3,000,000.00 worth of our Convertible Preferred
      stock, convertible at $5.00 per share.





15





**Item
      2.MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS**




**SPECIAL
      NOTE REGARDING FORWARD-LOOKING STATEMENTS**




Information
      contained in this discussion, other than historical information, is considered
      “forward-looking statements” that are subject to risks and uncertainties. These
      forward-looking statements include information about possible or assumed future
      results of our business, financial condition, liquidity, results of operations,
      plans and objectives including, without limitation, statements about the
      Company’s ability to continue operations through September 2008, the liability
      of the Company for claims made in pending litigation, plans for future products,
      the planned launch and/or expansion of call centers and other distribution
      channels, and future acquisitions.   In some cases, you may
      identify forward-looking statements by words such as "may," "should," "plan,"
      "intend," "potential," "continue," "believe," "expect," "predict," "anticipate"
      and "estimate," the negative of these words or other comparable words. These
      statements are only predictions. One should not place undue reliance on these
      forward-looking statements. The forward-looking statements are qualified by
      their terms and/or important factors, many of which are outside the Company's
      control, involve a number of risks, uncertainties and other factors that could
      cause actual results and events to differ materially from the statements made.
      The forward-looking statements are based on the Company's beliefs, assumptions
      and expectations of our future performance, taking into account information
      currently available to the Company. These beliefs, assumptions and expectations
      can change as a result of many possible events or factors, including those
      events and factors described in "Risk Factors" in the Company’s Annual Report on
      Form 10-KSB for the year ended December 31, 2006 filed with the Securities
      and
      Exchange Commission, not all of which are known to the Company.  If a
      change occurs, the Company's business, financial condition, liquidity and
      results of operations may vary materially from those expressed in the
      aforementioned forward-looking statements.  In addition, actual
      results in future periods may differ materially from those expressed or implied
      in such forward-looking statements as a result of many possible events or
      factors, including those events and factors described in "Risk Factors" in
      the
      Company’s Annual Report on Form 10-KSB for the year ended December 31,
      2006.  The Company will update this forward-looking information only
      to the extent required under applicable securities laws. Neither the Company
      nor
      any other person assumes responsibility for the accuracy or completeness of
      these forward-looking statements.





The
      following discussion and analysis should be read in conjunction with the
      consolidated financial statements and notes thereto, and other financial
      information included elsewhere in this Form 10-QSB. This report contains
      forward-looking statements that involve risks and uncertainties.





**Introductory
      Overview**





Eye
      Care
      International (ECI) was founded over 10 years ago to market memberships in
      a
      comprehensive, national, non-insurance based, quality discount eye care/eyewear
      plan. The memberships entitle plan participants to obtain eye care services
      and
      products from our network of providers at rates which range from 20% to 60%
      below retail. At that time, it was management’s belief that, once established,
      its quality, discount vision plan could be marketed through the marketers of
      other healthcare programs, such as Aetna, Protective Life, United Health, etc.,
      and through those marketing efforts, we would ultimately reach large numbers
      of
      the U.S. population. It was also management’s belief that once so marketed, the
      Company would be positioned to accumulate significant amounts of data through
      those memberships and ultimately market other healthcare and healthcare-related
      programs to the same membership population and beyond.





It
      took
      significantly longer than management anticipated to construct what management
      believed to be the quality discount vision program it contemplated in terms
      of
      national coverage and general depth. It also took significantly longer than
      management anticipated to enter into the mainstream of the marketers of other
      healthcare programs as their privately labeled vision plan.





A
      significant breakthrough occurred in June, 2003, when the Company entered into
      an agreement with Protective Marketing Enterprises, Inc. (PME), a subsidiary
      of
      Protective Life Corporation (Protective). That agreement provided, among other
      things, that the M.D. (ophthalmologist) portion of ECI's Vision Network would
      automatically be combined with all PME programs that contained a vision
      component. In June, 2005, the Company’s agreement with PME was modified in two
      major respects: (i) PME expanded its relationship with the Company so that
      it
      included the optometric portion of the Company’s network, thus giving PME access
      and the obligation to use as it vision plan the Company’s entire network of eye
      care/eyewear providers; and (ii) the cost on a per membership per month basis
      was increased by 100%.




16




Some
      time
      prior to January, 2007, the Company’s management believed that the management at
      Protective had made a decision to wind down its non-life insurance business
      and
      exit the healthcare business. Through a series of negotiations, the Company
      entered into long-term employment agreements with Mr. Jay Shafer, the former
      president of PME, and Mr. Guy Norberg, the former Vice President of Sales and
      Marketing of PME. The Company also entered into an agreement employing Mr.
      William Heneghan, former Vice President of Operations for Innovative HealthCare
      Benefits, Inc., which had an intimate relationship with PME. Effective January
      15, 2007, Mr. Jay Shafer serves as the Company’s President, Mr. Guy Norberg
      serves as its Senior Vice President of Sales and Marketing and Mr. William
      Heneghan serves as its Director of Operations. Along with the hiring of Messrs.
      Shafer, Norberg and Heneghan, since January, 2007, all senior and middle-level
      management formerly with PME, with one exception, have joined the Company. The
      Company has also hired other staff members to support the Company’s expanding
      programs. During Messrs. Shafer’s and Norberg’s last year of employment at PME,
      PME’s gross sales, achieved primarily through the efforts of Messrs. Shafer and
      Norberg, were approximately $35 million. The Company has also opened a second
      office near Orlando, Florida.





During
      the first quarter of 2007, the Company concentrated its efforts on developing
      a
      wide range of both discount and insured products, which it intended to market
      through a significant number of distribution channels with whom Messrs. Shafer
      and Norberg had worked in the past. We successfully contracted with a number
      of
      other discount networks and we have now positioned ourselves to provide not
      only
      vision programs but discount dental programs, hearing programs, chiropractic
      programs, counseling programs, a nurse line program, an emergency informational
      system called Contact 911, and pharmacy programs. In all, the Company now has
      a
      healthcare product range of approximately 67 different programs and the ability
      to customize additional programs if needed as various opportunities arise.
       All of the networks with whom we have now contracted had previous
      successful business relationships with Messrs. Shafer and Norberg while they
      were with PME.





Furthermore,
      we have now contracted with a significant number of healthcare product
      distribution channels experienced, not only in the sale of the types of products
      we designed, but with the actual networks forming the components of our new
      and
      significantly expanded product line. During the first quarter of 2007, we
      entered into distribution agreements with, among others, Selective Health Plan,
      LLC and LA Marketing Plans, LLC, both companies being well experienced in the
      direct response sales market. We also contracted with Chase Paymentech
      Solutions, LLC, who is one of the world’s largest merchant acquirers accepting
      payments at the point of sale, hospitality, internet, retail, catalogue and
      recurring billing. During the same period, we simultaneously worked on
      developing various electronic systems necessary not only for the sale of the
      Company’s products, but the tracking of its revenue and payment of commissions
      to its sales agents on a weekly basis - a payment schedule the Company believes
      is unique to the healthcare industry. In March, 2007, we began testing the
      various systems we were developing that related to our direct response sales.
      During the test period, we were able to successfully streamline this aspect
      of
      operations and expect to be launching through the above-named distribution
      channels a significant number of additional direct response sales rooms during
      the third and fourth quarter of 2007. Significantly, during the four-month
      test period, the Company generated gross revenues equaling an approximate 100%
      increase over the total gross revenues which the Company earned for the entire
      calendar year of 2006.  Future results could be materilally different
      from the results obtained during the test.





Of
      equal
      significance is the completion of the electronic systems designed to not only
      track our sales and revenues, but to facilitate the weekly payment of sales
      commissions to our sales agents, as described above. Management believes that
      this type of payment schedule will significantly strengthen our relationships
      with our various sales organizations. On May 1, in a remarkable 60-day program
      build, we completed the development of The Amacore Group gateway for
      transactions that include direct response, call center and web enrollment
      integrating commerce engines, our direct lease line to Paymentech and commission
      reconciliation for the benefit of our marketing partners. Further, this
      development now allows The Amacore Group to transition existing ECI business
      to
      a monthly renewal model.





Today,
      we
      can collect any data a client would want for any high volume transaction and
      bill or assist in any commerce transaction that could exist in the recurring
      fee
      market space. Reporting capabilities can be built in a matter of days due to
      the
      design of the technology. With the intent of having each piece of data operating
      independently, we can query data without the limitation of hard coding. To
      that
      end, our new backend administrative system has allowed us to expeditiously
      build
      and test market driven programs that will support a high volume of
      transactions.





Furthermore,
      we added an innovative network product of state-licensed, primary care
      physicians that diagnose routine, non-emergency, medical problems and recommend
      treatment and prescribe medication with a phone call called TelaDoc. Further,
      the addition of the program Global MedNet distributes personal medical records
      worldwide in the event of an emergency medical crisis.




The
      Amacore Group has a strategic development agreement with Bridgeport,
      Connecticut-based Optimus Companies (“Optimus”), a privately held pioneer in the
      field of integrated solution development, as part of our continuing strategic
      initiative to aggressively expand healthcare services distribution channels.
      Amacore and Optimus are planning to launch in the 4th quarter
      of 2007 a
      series of expansive tier-one call center marketing campaigns to endorsed files
      that are expected to vastly increase Amacore's overall membership base,
      membership based revenue, and corporate brand exposure over the balance of
      2007,
      with plans to rapidly expand efforts through advanced call center, and marketing
      partner activity in 2008.




The
      next
      series of distribution channels we plan to launch will be our (i) employer
      group
      channel serviced by large group sales agents, scheduled for launch in the fourth
      quarter of 2007; and (ii) direct sales operation through licensed insurance
      agents which we expect to launch in the fourth quarter of 2007.




17


In
      addition, management is also exploring various possible acquisition
      opportunities for purposes of further enhancing the Company’s anticipated lineal
      structure and the capturing of a segment of our sales force.  To this
      end, the Company acquired JRM Benefits Consultants LLC on August 31,
      2007.





**STRATEGIC
        INITIATIVES**
 
 At
        the
        beginning of 2007, the Company began to execute on a Strategic Plan that
        that
        the Company believes will take it from being an eye care company to being
        a
        healthcare solution to businesses and individuals.  The Strategic Plan
        was designed to give The Amacore Group a unique operating model that the
        Company
        believes is the first within the industry.  In addition, the Company
        believes that if followed, the Strategic Plan will provide a distinct and
        sustainable competitive advantage over other companies who wish to follow
        this
        lead.  The Company has worked very hard over the last three quarters
        to prepare for its planned product launches in the fourth quarter.
 
 The
        Company believes that all of the above now places it in the healthcare forefront
        in terms of the Company’s ability to effectively market its products to a wide
        range of consumers at affordable prices. The Company has: ***(i) has
        developed a complete array of healthcare products***with over 67
        products that can be efficiently tailored to meet the needs of the Company’s
        customers and marketing partners as these healthcare products add tremendous
        value to the product portfolios of the Company’s partners.  This will
        enable the Company to provide a healthcare solution that can be tailored
        across
        the spectrum of the healthcare market, from the 47 million uninsured to
        traditional major medical and employer provided healthcare
        benefits.  The Company intends to target individuals, corporations and
        associations; and ***(ii) significant numbers of distribution
        channels*** the Company believes are capable of quickly and
        effectively bringing those products to market.  The Company either
        purchased or put in place contracts to secure these
        channels.   On August 31, 2007, the Company acquired JRM a
        ten-seat inbound telemarketing call center with additional agent distribution
        channels available to it.  On October 9, 2007, the Company acquired
        LifeGuard Benefit Services, Inc. (LifeGuard) (see *Note 17 - Subsequent
        Events*) a Dallas-based company with projected revenues for calendar year
        2007 of $12 million (and on target to meet those
        projections).  LifeGuard brings to the Company an additional 52
        inbound telemarketing seats plus significant agent distribution
        channels.  This is in addition to a host of other products
        complementary to those products marketed by Amacore.  It also provides
        Amacore with an established vertical administrative electronic system capable
        of
        tracking distribution; sales fulfillment; commission payments and a patient
        advocacy program unique in the healthcare industry.  Prior to these
        acquisitions, the Company had already contracted with OPTIMUS Solutions
        Consulting LLC (OPTIMUS) which provides the Company with access to approximately
        150 inbound telemarketing rooms plus additional distribution channels, and
        OPTIMUS’s obligation to construct an additional electronic system, customized to
        Amacore’s needs, to track sales of its products through its various distribution
        channels including affiliate internet marketing partners, credit card service
        centers, infomercial inbound centers and banking channels.  The cost
        of the construction of this system was borne exclusively by the OPTIMUS
        group.  This system was completed just prior to the filing of this
        report.
 
 In
        line
        with the twin objectives of integrating the Company’s developed products into
        its distribution channels and gaining new products to drive through our
        infrastructure, the Company has also almost completed the integration of
        its two
        recent acquisitions which, once complete, will allow the Company to leverage
        its
        infrastructure from a firm base of sales revenue and gain an increased momentum
        in sales growth through immediate synergies available through an aligned
        sales
        and marketing team.
 
 All
        these
        activities are in line with our aim of vertical integration.  Through
        well planned vertical integration, The Amacore Group believes it will be
        able to
        own more of the products it sells and more of its distribution channels,
        allowing it to capture more of the end dollar spent by each
        customer.  The Company will continue to seek acquisitions that are
        consistent with increasing the sales and profitability of the
        Company.  With its products ready to go to market and its distribution
        channels in place, the Company expects the hard work during the past three
        quarters to bear fruit and allow the Company to gain immediate traction in
        the
        fourth quarter of 2007 with increasing traction and growth anticipated in
        2008.  Growth is anticipated to occur both organically through
        Amacore, LifeGuard and JRM as well as from additional strategic
        acquisitions.
 
 The
        Company’s business and successful execution of the Strategic Plan is largely
        dependent on the skills, experience and performance of key members of the
        Company’s senior management team. The Company’s business is subject to global
        economic conditions and, in particular, market conditions in the healthcare
        industry. The Company’s ability to successfully execute its Strategic Plan and
        meet its expected revenue forecasts may be adversely affected by the continued
        declines in employee benefit spending by large corporations and small to
        medium
        sized businesses. If global economic conditions worsen, or a prolonged slowdown
        in providing such benefits exists, then the Company may experience adverse
        operating results.
   18




**RESULTS
      OF OPERATIONS**





**Revenue:**





Gross
      revenue includes approximately $1,030,274 in membership
      fees****for the nine months ended September 30, 2007, an
      increase of approximately **$**794,000 from gross revenue for the
      same period in 2006. This increase is the direct result of our initiating a
      new
      website development and design, completing enrollment capabilities for our
      marketing partners, and adding new members during the second and third quarters
      of 2007. An estimate for refunds of $243,000 has been included in membership
      fees and $565,000 has been included in cost of sales for the nine months ended
      September 30, 2007. Cost of sales includes commissions and product costs
      approximating $564,000 for the nine months ended September 30, 2007. The Company
      negotiates with health insurance companies to offer their programs in various
      combinations with other programs at a reduced rate from separate contracts.
      The
      Company is obligated to pay the insurance company for the coverage at the time
      of sale regardless of refunds to the ultimate consumer of the product. Different
      geographic areas result in different combinations of products and the Company
      alters its combinations over time depending or consumer surveys and other
      variables. Commission expense is recorded at the time of sale and is adjusted
      for refunds.





**Operating
      Expenses:**




Our
      operating expenses for the nine months ended September 30, 2007 were $7,433,716
      ($1,636,143 for the same period of 2006). Comparison of the more significant
      components of selling, general and administrative expenses follows:





Nine
                Months Ended September 30,2007
            
            
            2006
            
            
            Increase
              (Decrease)Depreciation
            
            $
            7,181
            
            
            $
            5,579
            
            
            $
            1,602Payroll
                and Related Expenses
            
            
            4,208,359
            
            
            
            871,668
            
            
            
            3,336,691Business
                Travel/Trade Shows
            
            
            350,231
            
            
            
            133,178
            
            
            
            217,053Insurance
            
            
            120,121
            
            
            
            90,329
            
            
            
            29,792Professional/Consulting
                Fees
            
            
            2,282,853
            
            
            
            323,932
            
            
            
            1,958,921Rent
            
            
            89,553
            
            
            
            66,582
            
            
            
            22,971All
                Other Selling, General and Administrative expenses
            
            
            375,418
            
            
            
            144,858
            
            
            
            230,560Total
            
            $
            7,433,716
            
            
            $
            1,636,143
            
            
            $
            5,797,590




Depreciation
      expense, which is computed on a straight-line method over the assets estimated
      lives, was nearly the same as the prior year because we have made no major
      fixed
      asset purchases.





Salaries
      and related expenses for the nine months ended September 30, 2007, of $4,208,359
      increased $3,336,691 over the same period of 2006 due to the inclusion of fair
      market value of shares/warrants, totaling $2.7 million, issued to the officers
      and directors of the Company as well as the addition of new employees during
      the
      nine period ended September 30, 2007.





Business
      travel/trade show expenses for the first nine months of 2007 of $350,231
      increased **$**217,053 over the same period of 2006. The increase
      resulted mainly from additional travel required in negotiating contracts for
      the
      Company’s new programs, promoting additional sales, acquisitions and completing
      the financings that occurred during the first nine months of 2007.





19




Insurance
      expense of $120,121 for the nine months ended September 30, 2007 increased
      $29,792 over the same period of 2006 because more employees were covered by
      the
      medical plan.





Professional/consulting
      fees for the nine months ended September 30, 2007 were $2,282,853, an increase
      of $1,958,921 over the same period in 2006. The increase was primarily the
      result of the Company hiring more consultants, during the current year, to
      assist us with continuing the development of the business model as originally
      designed from the Company’s inception. The compensation was measured at the fair
      value of the shares and warrants given for the services received.





Rent
      expense of $89,553 was $22,971 more than the $66,582 over the same period in
      2006 because the Company relocated its corporate offices in June 2006 and
      negotiated a lower per square foot rate for the new facilities. The Company
      opened an office in Orlando beginning in March 2007 which decreased the
      difference between 2007 and 2006.





Other
      selling, general and administrative expenses for the nine months ended September
      30, 2007, of $375,418 increased by $230,560 over the same period in 2006 because
      of fees paid to our new public relations firm.





**Interest
      Expense:**





Interest
      expense for the nine months ended September 30, 2007 was $173,336, compared
      to
      $322,525 at September 30, 2006. Interest expense for the first nine months
      of
      2007 includes a number of components including (a) interest on our notes
      payable, (b) amortization of the discount on our convertible debentures, using
      the effective method, (c) liquidating damages on our convertible debentures
      for
      not obtaining an effective registration statement related to securities into
      which the debentures are convertible and (d) losses on the conversion of
      convertible debentures.





Amortization
      of the discounts on our convertible debentures for the nine months ended
      September 30, 2007 was $0 compared to $63,174 for the same period in 2006.
      Applying the effective interest method to the amortization of debt discounts
      results in increasing charges to interest expense as such discounts are
      amortized. Accordingly, our interest expense arising from amortization of
      discounts will increase through the maturity dates of the debentures, unless
      they are converted.





Liquidating
      damages for the nine months ended September 30, 2007 amounted to $0 compared
      to
      $11,100 for the same period in 2006. Liquidating damages accrued at 2% of the
      face value of the convertible debentures each month until an effective
      registration statement for the underlying securities would have been
      obtained.





The
      loss
      on the conversion of convertible debentures during the nine months ended
      September 30, 2007 amounted to $0 compared to $118,610 for 2006.





Since
      the
      Convertible Debentures were redeemed in June 2006, no expenses discussed in
      the
      first paragraph of this section, other than the typical interest charge for
      our
      notes payable, were incurred in the first nine months of 2007.





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





Derivative
      instrument income (expense), net for the nine months ended September 30,
      2007 amounted to **$**0 compared to **$**468,892
      for the first nine months ended September 30, 2006. Derivative instrument income
      arises from fair value adjustments for certain financial instruments, such
      as
      warrants to acquire common stock and the embedded conversion features of debt
      and preferred instruments that are indexed to the Company’s common stock, and
      are classified as liabilities when either (a) the holder possesses rights to
      net-cash settlement or (b) physical or net share settlement is not within the
      control of the Company. In such instances, net-cash settlement is assumed for
      financial accounting and reporting, even when the terms of the underlying
      contracts do not provide for net-cash settlement. Such derivative financial
      instruments are initially recorded at fair value and subsequently adjusted
      to
      fair value through charges or credits to income at the close of each reporting
      period.





Fair
      value for our option-based derivative financial instruments is determined using
      the Black-Scholes Valuation Model. The Black-Scholes Model requires the
      development of highly-subjective assumptions, such as the expected term of
      exercise and volatility. Changes to these assumptions may arise from both
      internal (e.g. contract renegotiation) and external factors (e.g. changes in
      the
      trading market value of our common stock); such changes could have resulted
      in
      material changes to the fair values of our derivative financial
      instruments.





The
      debentures that were determined to be derivative financial instruments were
      redeemed in June 2006, and therefore no income/(expense) was recorded after
      the
      redemption.





20





**Net
      loss:**





Our
      net
      loss amounted to **$**7,284,982 for the nine months ended September
      30, 2007 compared to $745,421 for the nine months ended September 30, 2006.
      The
      significant change in our net loss is more fully discussed above in the details
      of changes in our account balance**s.**





**Preferred
      stock dividends and accretions:**





Preferred
      stock dividends and accretions amounted to $449,897 for the nine months ended
      September 30, 2007 compared to $425,373 for the same period in 2006. The
      decrease was due to the redemption in June 2006 of the debentures that had
      been
      identified as derivative financial instruments.





**Loss
      per common share:**





Loss
      per
      common share amounted to $0.08 for the nine months ended September 30, 2007
      compared to $0.01 for the nine months ended September 30, 2006. Loss per common
      share is calculated by dividing loss applicable to common stockholders by the
      weighted average number of common shares outstanding. Loss per common share
      does
      not give effect to warrants to acquire common stock and convertible securities
      because, while in a loss position, the effects would be
      anti-dilutive.





**Loans
      to Stockholders and Officers:**





As
      of
      September 30, 2007, there were no loans or advances to officers.





**CONTRACTUAL
      OBLIGATIONS**




Lease
      Commitments: For information about non-cancelable commitments under our lease
      agreements, see Note 15 “Litigation and Contingency” in our annual financial
      statements contained in the Company’s Form 10-KSB for the year ended December
      31, 2006 filed with the Securities and Exchange Commission on April 17, 2007,
      which Note 15 in incorporated herein by reference.




**OFF
      BALANCE SHEET ARRANGEMENTS**





We
      do not
      have any off balance sheet arrangements as of September 30, 2007.





**LIQUIDITY
      AND CAPITAL RESOURCES**





The
      following table compares our cash flows for the nine months ended September
      30:





**2007**
            
            
            **2006**Net
                cash provided (used) by operating activities
            
            $
            (3,046,822
            )
            
            $
            (1,377,820
            )Net
                cash provided (used) by investing activities
            
            
            (123,949
            )
            
            
            48,992Net
                cash provided (used) by financing activities
            
            
            5,177,700
            
            
            
            1,287,667Net
                increase (decrease) in cash
            
            $
            2,006,930
            
            
            $
            (2,270
            )





We
      funded
      our operations primarily through the issuance of notes payable, amounting to
      $4,800,000, during the first nine months of 2007.





During
      the first nine months of 2007, we issued 8,630,220 shares of Class A common
      stock and cancelled 1 million shares due to the lack of consideration. A total
      of 3 million shares were issued to new officers of the Company; 960,220 shares
      were issued upon conversion of notes payable, 3,272,000 shares were issued
      due
      to warrants being exercised, and 840,000 shares were issued in exchange of
      Class
      B common stock.  A total of 20,500,000 shares of Class B common stock
      were issued to officers of the Company.


21




**Item
      3.Controls and
      Procedures**





EVALUATION
      OF DISCLOSURE CONTROLS AND PROCEDURES





Our
      management evaluated, with the participation of our Chief Executive Officer
      and our Chief Financial Officer, the effectiveness of our disclosure
      controls and procedures as of the end of the period covered by
      this Quarterly Report on Form 10-QSB. Based on this evaluation, our Chief
      Executive Office and Chief Financial Officer have concluded that our disclosure
      controls and procedures are effective to ensure that information we are required
      to disclose in reports that we file or submit under the Securities Exchange
      Act
      of 1934 (i) is recorded, processed, summarized and reported within the time
      periods specified in Securities and Exchange Commission rules and forms, and
      (ii) is accumulated and communicated to our management, including our Chief
      Executive Officer/Chief Financial Officer, as appropriate to allow timely
      decisions regarding required disclosure. Our disclosure controls and procedures
      are designed to provide reasonable assurance that such information is
      accumulated and communicated to our management. Our disclosure controls and
      procedures include components of our internal control over financial reporting.
      Management's assessment of the effectiveness of our internal control over
      financial reporting is expressed at the level of reasonable assurance that
      the
      control system, no matter how well designed and operated, can provide only
      reasonable, but not absolute, assurance that the control system's objectives
      will be met.





CHANGES
      IN INTERNAL CONTROLS





There
      was
      no change in our internal control over financial reporting that occurred during
      the fourth quarter covered by this Quarterly Report on Form 10-QSB that
      materially affected, or is reasonably likely to materially affect, our internal
      control over financial reporting.





22




**PART
      II -** **OTHER
      INFORMATION**




**Item
      1.Legal
      Proceedings**





At
        September 30, 2007, The Amacore Group was involved in various lawsuits, claims
        or disputes arising in the normal course of business.  The settlement of
        such claims cannot be determined at this time.  Management does not believe
        that the ultimate outcome of these matters will have a material impact on
        the
        Company’s operations or cash flows.
  In
        addition to lawsuits, claims or disputes arising in the normal course of
        business, on January 9, 2006, the Company was served with a Summons and
        Complaint (the "Complaint") in an Action captioned, "Richard Abrahamson,
        M.D.,
        Plaintiff vs. The Amacore Group, Inc., F/K/A Eye Care International, Inc.,
        Defendant." The Complaint, which was filed in The Court of Common Pleas for
        Hamilton County, Ohio on December 30, 2005, alleged nonpayment by the Company
        of
        certain Promissory Notes and sought damages in the amount of $111,839.00.
        The
        Company believed, at that time, that the plaintiff's records were in error
        and
        proceeded to document to plaintiff's counsel full payment of all monies due
        plaintiff under the Promissory Notes. Plaintiff's counsel and the Company
        agreed
        to extend the Company's time to answer or move with respect to the Complaint
        for
        an indefinite period of time in order to provide plaintiff with an opportunity
        to recheck plaintiff's records. It was the Company's belief that when so
        rechecked, plaintiff would withdraw the Complaint.
  On
        February 15, 2007, Plaintiff filed an Amended Complaint in The Court of Common
        Pleas for Hamilton County, Ohio, Case No. A 0511133, captioned, "Richard
        Abrahamson, Plaintiff vs. The Amacore Group, Inc., F/K/A Eye Care International,
        Inc. and Clark A. Marcus, Defendants," alleging Breach of Promissory Notes,
        Breach of Oral Loan Agreements, Action on Account of Promissory Notes and
        Oral
        Agreements, Breach of Third Party Beneficiary Contracts, Breach of Fiduciary
        Duty to Issue Share Certificate Upon Gift of Share to Plaintiff, Breach of
        Fiduciary Duties and Unjust Enrichment. Actual damages alleged are in excess
        of
        $3.9 million, not including interest. An additional $2.4 million in punitive
        damages is also claimed. The Amended Complaint also asserts the right to
        attorney's fees.




While
      the
      Company is unable to predict the ultimate outcome of the litigation, after
      reviewing the Amended Complaint, the Company believes that neither it nor Mr.
      Marcus is liable to the plaintiff; they have defenses to each and every
      allegation of the Amended Complaint; and intend to vigorously defend their
      position and advance appropriate counterclaims.




**Item
      2.Unregistered
      Sales of Equity and Use of Proceeds**





On
        August
        28, 2007, the Company entered into a Stock Purchase Agreement, dated as of
        September 1, 2007 (the “Stock Purchase Agreement”), by and among the Company ,
        JRM Benefits Consultants LLC, a New Jersey limited liability company (“JRM”) and
        the owners of the equity interests in JRM, pursuant to which the Company
        acquired all of the outstanding equity interests in JRM, a Turnersville,
        New
        Jersey-based company which operates a 10-seat call center. A copy of the
        Stock
        Purchase Agreement is attached hereto as Exhibit 10.2 and is incorporated
        herein
        by reference. The description of the Stock Purchase Agreement set forth in
        this
        Item 2is qualified in its entirety by reference to the full text of the Stock
        Purchase Agreement.
 
 As
        consideration for the JRM equity interests acquired, the Company issued to
        each
        of the two owners of the equity interests in JRM 100,000 shares of the Class
        A
        common stock of the Registrant, with a deemed value of $5.00 per share. The
        number of shares issued and certain other elements of the transaction are
        subject to adjustment, in accordance with the Stock Purchase Agreement, based
        on
        the trading price of the Class A common stock over a 30 day period preceding
        the
        date that is 18 months after the date of the Closing.
 
 The
        securities issued by the Company in the foregoing transaction were
        issued  in reliance upon Rule 506 of Regulation D under the Securities
        Act of 1933, as amended, by the fact that:
 
 -
              the
                  sale was made to a sophisticated or accredited investor, as defined
                  in
                  Rule 502;
 -
              the
                  Company gave the purchaser the opportunity to ask questions and
                  receive
                  answers concerning the terms and conditions of the offering and
                  to obtain
                  any additional information which the Company possessed or could
                  acquire
                  without unreasonable effort or expense that was necessary to verify
                  the
                  accuracy of information furnished;
 -
              at
                  a reasonable time prior to the sale of security, the Company advised
                  the
                  purchasers of the limitations on resale in the manner contained
                  in Rule
                  502(d)2;
 -
              neither
                  the Company nor any person acting on our behalf sold the security
                  by any
                  form of general solicitation or general advertising;
                  and
 -
              the
                  Company exercised reasonable care to assure that the purchaser
                  of the
                  security is not an underwriter within the meaning of Section 2(11)
                  of the
                  Securities Act of 1933 in compliance with Rule
                  502(d).







23





**Item
      3.Defaults Upon
      Senior Securities**





The
        information set forth in *Note 8 – Notes and Loans Payable*is
        incorporated herein by reference.
 
 The
        Company notes that approximately $1,300,000 of the notes in default listed
        in
*Note 8 – Notes and Loans Payable*, are held by investors who have been
        supporters of the Company over the past years.  The Company is in the
        process of negotiating a conversion to equity for these notes.  While
        the Company believes that such a conversion is likely, it cannot assure that
        this will be the eventual outcome.
 
 Two
        notes
        included in the notes in default listed in *Note 8 – Notes and Loans
        Payable*, totaling approximately $385,000, are currently in dispute by the
        Company.  The Company believes that these notes are not payable but
        has retained the notes on the balance sheet at September 30, 2007 and will
        continue to do so until such notes are legally extinguished.


**Item
      4.Submission of
      Matters to a Vote of Security Holders.**




None.





**Item
      5.Other
      Information.**




None.





**Item
      6.Exhibits**





(a)
                Exhibits:
            10.1
            Summary
                of Employment Agreement between Giuseppe Crisafi and the Company,
                effective as of September 13, 200710.2
            Stock
                Purchase Agreement, by and among The Amacore Group, Inc., JRM and
                the
                owners of the equity interests in JRM (incorporated by reference
                to
                Exhibit 2.1 to the Company’s Form 8-K filed with the Securities and
                Exchange Commission on September 12, 2007)10.3
            Agreement
                and Plan of Merger between the Company, LifeGuard Benefit Services,
                Inc.
                and LBS Acquisition Corp., dated October 5, 2007 (incorporated by
                reference to Exhibit 2.1 to the Company’s Form 8-K filed with the
                Securities and Exchange Commission on October 15, 2007)10.4
            Addendum
                to Agreement and Plan of Merger between the Company, LifeGuard Benefit
                Services, Inc. and LBS Acquisition Corp., dated October 9, 2007
                (incorporated by reference to Exhibit 2.2 to the Company’s Form 8-K filed
                with the Securities and Exchange Commission on October 15,
                2007)31.1
            Certification
                of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
                Act of 200231.2
            Certification
                of the Chief Financial Officer Pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200232.1
            Certification
                of the Chief Executive Officer and Chief Financial Officer Pursuant
                to
                Section 906 of the Sarbanes-Oxley Act of
                2002.





24




**SIGNATURES**





In
      accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
      the
      Company has caused this report to be signed on its behalf by the undersigned,
      thereunto duly authorized.





Dated**:**November 19, 2007
            /s/
                *Clark A. Marcus*Clark
                A. MarcusChief
                Executive OfficerDated**:**November 19, 2007
            /s/
                *Giuseppe Crisafi*Giuseppe
                CrisafiChief
                Financial Officer




25


**EXHIBIT
      INDEX**






10.1
            Summary
                of Employment Agreement between Giuseppe Crisafi and the Company,
                effective as of September 13, 200710.2
            Stock
                Purchase Agreement, by and among The Amacore Group, Inc., JRM and
                the
                owners of the equity interests in JRM (incorporated by reference
                to
                Exhibit 2.1 to the Company’s Form 8-K filed with the Securities and
                Exchange Commission on September 12, 2007)10.3
            Agreement
                and Plan of Merger between the Company, LifeGuard Benefit Services,
                Inc.
                and LBS Acquisition Corp., dated October 5, 2007 (incorporated by
                reference to Exhibit 2.1 to the Company’s Form 8-K filed with the
                Securities and Exchange Commission on October 15,
                2007)10.4
            Addendum
                to Agreement and Plan of Merger between the Company, LifeGuard Benefit
                Services, Inc. and LBS Acquisition Corp., dated October 9, 2007
                (incorporated by reference to Exhibit 2.2 to the Company’s Form 8-K filed
                with the Securities and Exchange Commission on October 15,
                2007)31.1
            Certification
                of the Chief Executive Officer Pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200231.2
            Certification
                of the Chief Financial Officer Pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200232.1
            Certification
                of the Chief Executive Officer  and Chief Financial Officer
                Pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002








25