**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 March 31, 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. Yes x No o


State
        the
        number of shares outstanding of each of the issuer’s classes of common stock as
        of May 10, 2007:
 **98,373,820
        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**





**ITEM
                  1. FINANCIAL
                  INFORMATION**CONDENSED
                  CONSOLIDATED BALANCE SHEETS - March 31, 2007 and December 31,
                  2006
            3CONDENSED
                  CONSOLIDATED STATEMENTS OF OPERATIONS - For the Three Months Ended
                  March
                  31, 2007 and 2006
            4CONDENSED
                  CONSOLIDATED STATEMENTS OF CASH FLOWS - For the Three Months Ended
                  March
                  31, 2007 and 2006
            5NOTES
                TO CONSOLIDATED FINANCIAL STATEMENTS
            6**ITEM
                2. MANAGEMENT’S
                DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                OPERATIONS**
            **14****PART
                II OTHER INFORMATION**ITEM
                6. (a) EXHIBITS FILED:
            19(b) REPORTS ON FORM 8-K
            19SIGNATURES
            19





2







**PART
      I - FINANCIAL INFORMATION**


**Item
      1.  Financial Statements**


**THE
      AMACORE GROUP, INC.**


**CONSOLIDATED
      BALANCE****SHEETS**




**March
                  31,**
                **2007**
              
              **December
                  31,**
                **2006****ASSETS**Current
                  assetsCash
              
              $
              4,852,084
              
              $
              135,046Accounts
                  receivable (net of $0 and $0 allowance
                for
                  doubtful accounts in 2007 and 2006, respectively)
              
              
              16,815
              
              
              54,756Prepaid
                  expenses and deposits
              
              
              75,280
              
              
              77,775Total
                  current assets
              
              
              4,944,179
              
              
              267,577Fixed
                  assets (net of accumulated depreciation)
              
              
              19,112
              
              
              21,113Total
                  assets
              
              $
              4,963,291
              
              $
              288,690**LIABILITIES
                  AND STOCKHOLDERS’ EQUITY (DEFICIT)**Current
                  liabilitiesAccounts
                  payable
              
              $
              701,701
              
              $
              760,158Loans
                  and notes payable
              
              
              5,161,950
              
              
              1,916,950Accrued
                  expenses and payroll taxes
              
              
              502,442
              
              
              438,396Deferred
                  compensation - related party
              
              
              886,541
              
              
              970,753Deferred
                  revenue
              
              
              7,299
              
              
              6,022Total
                  current liabilities
              
              
              7,259,933
              
              
              4,092,279Long
                  Term LiabilitiesConvertible
                  debenture
              
              
              -
              
              
              -Deferred
                  Revenue
              
              
              32,599
              
              
              33,473Total
                  long-term liabilities
              
              
              32,599
              
              
              33,473Total
                  liabilities
              
              
              7,292,532
              
              
              4,125,751Stockholders’
                  Equity (Deficit)Preferred
                  Stock, $.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)
              
              
              -
              
              
              -Series
                  C, mandatory convertible stock, 86 shares authorized; o and 86
                shares
                  issued and outstanding, respectively. (aggregate liquidation value
                  of
                $0
                  and $860,000, respectively)
              
              
              -
              
              
              -Series
                  D, mandatory convertible stock, 363.5 shares authorized; 363.5
                  and
                138.5
                  shares issued and outstanding respectively. (aggregate liquidation
                value:$3,635,000
                  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;
                98,313,820
                  and 91,303,820 shares issued and outstanding,
                  respectively.)
              
              
              98,314
              
              
              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
              
              
              57,831,150
              
              
              51,346,720Accumulated
                  deficit
              
              
              (60,281,668
              )
              
              (55,277,388
              )Total
                  stockholders’ equity (deficit)
              
              
              (2,329,241
              )
              
              (3,837,061
              )Total
                  liabilities and stockholders’ equity (deficit)
              
              $
              4,963,291
              
              $
              288,691




**See
        notes to consolidated financial statements**


3







**THE
      AMACORE GROUP, INC.**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


**For
        the Three Months Ended March 31,**
  **2007**
              
              **2006**REVENUESMembership
                  fees
              
              $
              159,867
              
              $
              66,916Cost
                  of Goods Sold
              
              
              66,100
              
              
              -Gross
                  Profit
              
              
              93,767
              
              
              66,916OPERATING
                  EXPENSESDepreciation
              
              
              2,001
              
              
              1,860Rent
              
              
              20,698
              
              
              32,478Consulting
                  expense
              
              
              1,767,927
              
              
              81,041Payroll
                  expense
              
              
              2,937,025
              
              
              300,347Professional
                  expense
              
              
              73,954
              
              
              32,402Insurance
                  expense
              
              
              32,340
              
              
              30,236Travel
                  and entertainment
              
              
              111,314
              
              
              28,854Contract
                  labor
              
              
              22,731
              
              
              13,000Office
                  expense
              
              
              4,359
              
              
              5,623Telephone
              
              
              6,771
              
              
              8,978Selling,
                  general and administrative expenses
              
              
              47,440
              
              
              21,605Total
                  expenses
              
              
              5,026,560
              
              
              556,423Operating
                  loss from operations before other income and expense
              
              
              (4,932,793
              )
              
              (489,507
              )OTHER
                  INCOME (EXPENSE)Interest
                  expense
              
              
              (29,112
              )
              
              (101,090
              )Derivative
                  instrument income (expense, net)
              
              
              -
              
              
              208,519Total
                  other income (expense)
              
              
              (29,112
              )
              
              107,429Net
                  loss
              
              
              (4,961,905
              )
              
              (382,078
              )Preferred
                  stock dividend and accretions
              
              
              (41,375
              )
              
              (196,106
              )Net
                  loss available to common stockholders
              
              $
              (5,003,280
              )
              $
              (578,184
              )Basic
                  and diluted loss per share
              
              $
              (0.05
              )
              $
              (0.01
              )Basic
                  and diluted weighted average number of
                common
                  shares outstanding
              
              
              95,289,598
              
              
              49,788,467


**See
      notes to consolidated financial statements**




4







**THE
      AMACORE GROUP, INC.**


**CONSOLIDATED
        STATEMENTS OF CASH FLOWS**
 **Three
        Months Ended March 31,**
 
 **2007**
              
              **2006**Cash
                  flow from operating activitiesNet
                  loss
              
              $
              (4,961,905
              )
              $
              (382,078
              )Adjustment
                  to reconcile net loss to net cash provided by (used)in operating
                  activitiesAmortization
                  of discount on convertible debt
              
              
              -
              
              
              64,860Issuances
                  of shares and warrants for services and interest
              
              
              4,359,500
              
              
              -Depreciation
              
              
              2,001
              
              
              1,860Derivative
                  instrument (income) expense, net
              
              
              -
              
              
              (208,519
              )Costs
                  of Raising Capital
              
              
              (180,000
              )
              
              -Changes
                  in operating assets and liabilities(Increase)
                  decrease in accounts receivables
              
              
              13,323
              
              
              16,878(Increase)
                  decrease in prepaid expenses
              
              
              27,113
              
              
              11,625Increase
                  (decrease) in accounts payable and accrued expenses
              
              
              (35,781
              )
              
              70,975Increase
                  (decrease) in deferred compensation
              
              
              (84,216
              )
              
              104,079Increase
                  (decrease) in deferred revenue
              
              
              403
              
              
              (1,170
              )Net
                  cash provided (used) by operating activities
              
              
              (859,562
              )
              
              (321,490
              )Cash
                  flow from investing activitiesSale
                  of property and equipment
              
              
              -
              
              
              50,000Net
                  cash provided (used) by investing activities
              
              
              -
              
              
              50,000Cash
                  flow from financing activitiesProceeds
                  from sale of preferred stock
              
              
              750,000
              
              
              -Proceeds
                  from short term borrowings loans and notes payable
              
              
              4,815,000
              
              
              277,000Proceeds
                  from exercise of warrants
              
              
              31,600
              
              
              -Payments
                  on and redemption of convertible notes
              
              
              (20,000
              )
              
              -Net
                  cash provided by financing activities
              
              
              5,576,600
              
              
              277,000Increase
                  (decrease) in cash
              
              
              4,717,038
              
              
              5,510Beginning
                  cash and cash equivalents
              
              
              135,046
              
              
              21,761Ending
                  cash and cash equivalents
              
              $
              4,852,084
              
              $
              27,271


**See
      notes to consolidated financial statements**




5


**NOTES
        TO FINANCIAL STATEMENTS**
 
 **NOTE
        1 - NATURE OF OPERATIONS**
  The
        Amacore Group, Inc. (The Amacore Group) markets vision care benefit plans
        and
        enhancements to plans provided by others The Amacore Group's benefit plans
        and
        plan enhancements provide members and members of its plan sponsors (employers,
        associations and other organizations) the opportunity to obtain discounted
        services and products from The Amacore Group’s national network of ophthalmic
        physicians, optometrists, eyewear suppliers, etc.
  **NOTE
        2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
  **Principles
        of Consolidation**
 
 The
        consolidated financial statements as of and for the nine months ended March
        31,
        2007 and 2006 include the accounts of The Amacore Group, Inc. and its
        wholly-owned subsidiary LBI, Inc. Significant intercompany balances and
        transactions have been eliminated in consolidation.
  **Industry
        Segment**
 
 The
        activities of LBI Inc. are immaterial for the first three months of 2007
        and
        2006 and therefore are not reported as a segment since in management’s opinion;
        they do not utilize the results of LBI Inc.’s operations in decision making
        relating to the allocation of resources and in the resulting assessment of
        their
        overall performance.
 
 **Cash
        and Cash Equivalents**
 
 For
        purposes of the statement of cash flows, The Amacore Group considers all
        highly
        liquid debt instruments purchased with a maturity of three months or less
        to be
        cash equivalents.
 
 **Intangible
        assets**
 
 Intangible
        assets consist primarily of intellectual property. Effective January 1,
        2004 in accordance with SFAS 142. “Goodwill and Other Intangibles”, intangible
        assets with an indefinite life, namely goodwill is not amortized.
        Intangible assets with a definite life are amortized on a straight-line basis
        with estimated useful lives of 3-20 years. Indefinite lived intangible assets
        will be tested for impairment yearly and will be tested for impairment between
        the annual tests should an event occur or should circumstances change that
        would
        indicate that the carrying amount may be impaired. The Amacore Group has
        selected July 1, as the annual date to test these assets for impairment.
        The
        unamortized balance of the intellectual property as of December 31, 2005
        was
        approximately **$** 92,051.
        Based on the analysis of all relevant information at December 31, 2005, an
        impairment of approximately $2.3 million was recorded in 2005. The asset
        was
        sold in March 2006 for $50,000 and the return of 1.75 million shares of the
        Company’s common stock previously issued in the acquisition of the
        asset.
  **Impairment
        of Assets**
 
 In
        accordance with the provisions of Statement of Financial Accounting Standard
        No.
        144, Accounting for the Impairment or Disposal of Long-Lived Assets, The
        Amacore
        Group’s policy is to evaluate whether there has been a permanent impairment in
        the value of long-lived assets, certain identifiable intangibles and goodwill
        when certain events have taken place that indicate the remaining unamortized
        balance may not be recoverable. When factors indicate that the intangibles
        assets should be evaluated for possible impairment, The Amacore Group uses
        an
        estimate of related undiscounted cash flows. Factors considered in the valuation
        include current operating results, trends and anticipated undiscounted future
        cash flows. There were no impairment losses recorded during the first three
        months of 2007 and 2006, other than the PhotoScreener noted above.
 
 **NOTE
        2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**
 
 **Concentration
        of Credit Risk**
 
 Concentrations
        of credit risk with respect to sales to customers existed for 2006 in that
        approximately 27% of total sales were to a single plan sponsor, up from 24%
        in
        2005. In addition, sales to three customers in 2006 represented 77% of total
        sales. The concentration of sales to one sponsor to that extent creates a
        risk
        that if that customer is lost, revenues would be significantly affected.
        The
        Amacore Group continues to mitigate this risk by expanding its customer base,
        and expects to significantly reduce the impact of the three customers in
        2007 by
        the addition of several other significant plan sponsors and programs offered
        by
        the Company. In 2007, The Company has contracted with a number of discount
        networks, including dental, hearing, chiropractic, counseling, nurse line,
        emergency informational line (Contact 911), and pharmacy. The Company is
        also in
        a position to market limited medical indemnity and accident group insurance
        programs, and has contracted with a number of distribution channels experienced
        with the networks forming the components of the Company’s new product line.
        Gross sales from this new product line amounted to nearly $82,000, which
        was
        generated during the month of March.
 
 6
 **Advertising
        Costs**
 
 The
        Amacore Group charges advertising costs to expense as incurred. During three
        months ended March 31, 2007 and 2006, there was no advertising
        expense.
  **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) is 20 years. SFAS 142 provides the criteria to be
        considered in determining the useful life. Those criteria are: a) the expected
        use of the patent by the Company, b) the expected useful life of other assets
        which the useful life of the patent may relate, c) any legal, regulatory
        or
        contractual provisions that may limit the useful life of the patent, d) any
        legal, regulatory or contractual provisions that enable renewal or extension
        of
        the PhotoScreener patent without substantial cost, e) effects of obsolescence,
        demand, competition and other economic factors, and f) the level of maintenance
        expenditures required to obtain expected future cash flows from the
        PhotoScreener. After reviewing the criteria the Company concluded that a)
        the
        useful life of the PhotoScreener patent is 20 years, b) there are no other
        assets with which the PhotoScreener patent relates, c) the Company has all
        legal
        rights to the PhotoScreener patent, d) the expected cost of renewing the
        patent
        is minimal - less than $10,000, e) the patent and related technology are
        unique
        and the Company 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.
 
 **Estimates**
  The
        preparation of financial statements in conformity with generally accepted
        accounting principles requires management to make estimates and assumptions
        that
        affect the reported amounts of assets and liabilities and disclosure of
        contingent assets and liabilities at the date of the financial statements
        and
        the reported amounts of revenues and expenses during the reporting period.
        Actual results could differ from those estimates.
 
 **Revenues
        and Commissions Recognition**
 
 Revenues
        from memberships are recognized over the life of the memberships which generally
        are one year from the month after a member signs up for the program. However
        The
        Amacore Group also sells smaller amounts of two and three year memberships
        which
        are amortized over their respective periods. The Amacore Group recognizes
        income
        from the sale of memberships on a wholesale basis over the life of the contract
        (where applicable) or on a month to month basis as plan sponsors report usage
        of
        memberships..  The Amacore Group also receives a minor amount of commission
        on sale of products. The Amacore Group receives orders by telephone and uses
        a
        fulfillment center to complete the sale.  Those revenues are recognized
        when the product is shipped and paid for by the customer.  Revenues from
        commissions are immaterial in amount.
 
 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.
  7
  **Property
        and Equipment**
  Property
        and equipment are recorded at cost.  Depreciation is calculated using the
        straight line method over the estimated useful lives of the assets, generally
        ranging from 5 to 7 years. Additions and major improvements to property and
        equipment are capitalized. Repair and maintenance expenditures are charged
        to
        expense as incurred. As property or equipment is sold or retired, the applicable
        cost and accumulated depreciation are eliminated from the accounts and any
        gain
        or loss is recorded.
 
 **Accounts
        Receivable**
  Accounts
        receivable, net are stated at estimated net realizable value. Accounts
        receivable are mostly comprised of balances due from memberships, net of
        estimated allowances for uncollectible accounts. In determining collectibility,
        historical trends are evaluated and specific customer issues are reviewed
        to
        arrive at appropriate allowances. (See Note 4)
  **Convertible
        Instruments**
 
 The
        Company reviews the terms of convertible debt and equity securities for
        indications requiring bifurcation, and separate accounting, for the embedded
        conversion feature. Generally, embedded conversion features where the ability
        to
        physical or net-share settle the conversion option is not within the control
        of
        the Company are bifurcated and accounted for as derivative financial
        instruments. (See Derivative
        Financial Instruments below).
        Bifurcation of the embedded derivative instrument requires allocation of
        the
        proceeds first to the fair value of the embedded derivative instrument with
        the
        residual allocated to the debt instrument. The resulting discount to the
        face
        value of debt instrument is amortized through periodic charges to interest
        expense using the Effective Interest Method. (See Note 8) The resulting discount
        to the redemption value of redeemable preferred securities is accreted through
        periodic charges to retained earnings over the term of the instrument using
        the
        Effective Method. (See Note 9). In June 2006 the Company redeemed the
        convertible debt that had been identified as derivative financial
        instruments.
 
 **Derivative
        Financial Instruments**
 
 The
        Company generally does not use derivative financial instruments to hedge
        exposures to cash-flow or market risks. However, certain other financial
        instruments, such as warrants to acquire common stock and the embedded
        conversion features of debt and preferred instruments that are indexed to
        the
        Company’s common stock, are classified as liabilities when either (a) the holder
        possesses rights to net-cash settlement or (b) physical or net share settlement
        is not within the control of the Company. In such instances, net-cash settlement
        is assumed for financial accounting and reporting, even when the terms of
        the
        underlying contracts do not provide for net-cash settlement. Such financial
        instruments are initially recorded at fair value and subsequently adjusted
        to
        fair value at the close of each reporting period. Fair value for option-based
        derivative financial instruments is determined using the Black-Scholes Valuation
        Model. See Note 14.
 
 **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 $60.3 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) as the numerator, net loss adjusted
        for preferred stock dividends and accretions and (b) as the denominator,
        the
        weighted average number of shares outstanding during the periods presented.
        Diluted loss per common share is considered to be the same as basic loss
        per
        common share since the effects of convertible securities and common stock
        options equivalents are anti-dilutive.
 
 **NOTE 3
        - INCOME TAXES**
  For
        the
        three months ended March 31, 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 liabilities
        or
        assets have been recorded.
  8
  Income
        taxes for the three months ended March 31, 2007 and 2006 differs from the
        amounts computed by applying the effective income tax rate of 34% to income
        before income taxes as a result of the following:
  2007
              
              2006Computed
                  tax (benefit) expense at the statutory rate 34%
              
              
              (1,702,000
              )
              
              (205,700
              )Change
                  in deferred tax valuation
              
              
              1,702,000
              
              
              205,700Current
                  income tax expense (benefit)
              
              
              -
              
              
              -
  Temporary
        differences that give rise to deferred tax assets and liabilities:
  2007
              
              2006Deferred
                  tax assets:Net
                  operating loss carry forward
              
              $
              22,189,000
              
              $
              20,105,000Less
                  valuation allowance
              
              
              (22,189,000
              )
              
              (20,105,000
              )Gross
                  deferred tax asset
              
              
              -
              
              
              -Gross
                  deferred tax liability
              
              
              -
              
              
              -Net
                  deferred tax asset
              
              $
              -
              
              $
              -
  As
        of
        March 31, 2007, realization of The Amacore Group’s net deferred tax assets of
        approximately $22,189,000 was not considered more likely than not, and
        accordingly, a valuation allowance of an equal amount was provided. The net
        change in the total valuation allowance during the quarter ended March 31,
        2007
        was $1,702,000.
 
 **NOTE 4
        - DUE TO STOCKHOLDERS/OFFICERS**
 
 As
        of
        March 31, 2007, due to stockholders/officers included deferred compensation
        of
        $886,541.
  **NOTE 5
        - ACCOUNTS RECEIVABLE, NET**
  Accounts
        receivable, net of allowance for uncollectibles, was $16,815 as of March
        31,
        2007.
 
 **NOTE 6
        - PROPERTY AND EQUIPMENT, NET**
 
 As
        of
        March 31, 2007, property and equipment, net of accumulated depreciation of
        $86,780, was $19,112.
  9
 
 **NOTE 7
        - NOTES AND LOANS PAYABLE**
 
 Notes
        and
        loans payable consist of the following as of March 31, 2007 and December
        31,
        2006:
 
 March
                  31,
                2007
              
              December
                  31,
                2006Promissory
                  notes payable to investors and shareholders; bearing interest ranging
                  from
                  8% to 10% per annum; due through March 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 March 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 March 2008.
              
              
              175,000
              
              
              195,000Convertible
                  promissory notes to investors and shareholders; bearing interest
                ranging
                  from 8% to 10% per annum; due through March 2007.
              
              
              3,697,500
              
              
              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
              
              $
              5,161,950
              
              $
              1,916,950
  As
        of
        March 31, 2007, all notes and loans payable were classified as current
        maturities.
 
 **NOTE
        8 - CONVERTIBLE DEBENTURES**
 
 There
        were no convertible debentures as of March 31, 2007 and December 31,
        2006:
 
 **NOTE
        9 - PREFERRED STOCK**
 
 Series
        C Mandatory Redeemable Preferred Stock :
 
 In
        August
        2004, the Company raised a total of $602,000 from the sale of (a) 86 shares
        of
        Mandatory Convertible Series C, 6% Cumulative, Preferred Stock, par value
        $0.001
        per share (the “Series C Preferred Stock”) and (b) detachable warrants to
        acquire 400,000 shares of common stock at a strike price of $2.40 per share
        over
        a term of five years (the “Warrants”).
 
 Each
        share of Series C Preferred Stock 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 these two entities, 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.
 
 The
        embedded conversion feature on the Series C 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 Preferred
        Stock and Warrants were less than the fair values of the embedded conversion
        feature of the Series C Preferred Stock ($1,071,782) and the Warrants
        ($976,000), the amount received was allocated to the embedded conversion
        feature, immediately followed by charges to derivative instrument expense
        in the
        amounts of $469,782 and $976,000 to increase the derivative instruments to
        fair
        value.
 
 As
        a
        result of the aforementioned allocation, the Series C Preferred Stock had
        no
        initial carrying value, but it 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 Preferred Stock amounted
        to $0
        and $196,106 during the three months ended March 31, 2007 and 2006,
        respectively.
 
 10
  In
        July
        2006, pursuant to a Preferred Stock Purchase and Exchange Agreement with
        VICIS
        Capital Master Fund (“Vicis”), The Amacore Group, Inc. (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 will have 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 Capital Master Fund; another
        $1,500,000 by issuing an additional 150 shares of the same series stock to
        Vicis
        Capital Master Fund, and on March 30 , raised $3.3 million through the issuance
        of a mandatory convertible promissory note to Vicis Capital Master Fund,
        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.
 
 **NOTE
        10 - 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 was 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.
 
 The
        Company’s authorized shares of common stock consist of two classes; 860,000,000
        authorized Class A, and 120,000,000 authorized Class B. On all matters required
        by law to be submitted to a vote of the holders of common stock, each share
        of
        Class A common stock is entitled to one vote per share, and each share of
        Class
        B common stock is entitled to five votes per share.
  **NOTE
        11 - WARRANTS**
 
 During
        the three months ended March 31, 2007 and 2006, The Amacore Group issued
        warrants to purchase 10,525,000 and 1,400,000 shares of Class A common
        stock, respectively.  At March 31, 2007 there were 17,511,000 warrants to
        purchase common stock outstanding, exercisable at varying prices through
        2012.
  **NOTE
        12 - EARNINGS (LOSS) PER SHARE**
 
 Earnings
        (loss) per share are computed using the basic and diluted calculations on
        the
        face of the statement of operations. Basic earnings (loss) per share are
        calculated by dividing net income (loss) available to common shareholders
        by the
        weighted average number of shares of common stock outstanding for the period.
        Diluted earnings (loss) per share is calculated by dividing the net income
        (loss) by the weighted average number of shares of common stock outstanding
        for
        the period, adjusted for the dilutive effect of common stock equivalents,
        using
        the treasury stock method. Convertible debt and warrants, officer, employee
        and
        non-employee stock options that are considered potentially dilutive are included
        in the fully diluted shares calculation.
 
 11
  The
        following sets for the computation of basic and diluted net earnings (loss)
        per
        common share for the three months ended March 31, 2007 and 2006:
  2007
              
              2006Numerator:Net
                  income (loss)
              
              $
              (4,961,905
              )
              $
              (382,078
              )Less
                  preferred stock dividend and accretions
              
              
              (41,375
              )
              
              (196,106
              )Net loss
                  applicable to common stockholders
              
              
              (5,003,280
              )
              $
              (578,184
              )Denominator:Weighted
                  average basic share outstanding
              
              
              95,289,598
              
              
              49,788,467Stock
                  optionsWarrantsConvertible
                  noteWeighted
                  average fully diluted shares outstanding
              
              
              95,289,598
              
              
              49,788,467Net
                  earnings per common share - basic and diluted
              
              $
              (0.05
              )
              $
              (0.01
              )
  During
        the period presented, common stock equivalents were not considered as their
        effect would be anti-dilutive.
  **NOTE
        13—FINANCIAL INSTRUMENTS**
 
 Fair
        Value of Financial Instruments (other than Derivative Financial
        Instruments)
 
 The
        carrying amount of cash, accounts receivable, accounts payable and accrued
        expenses approximates fair value because of their short maturity. The carrying
        amounts of loans and notes payable approximates fair value based on interest
        rates that approximate market interest rates for these instruments.
 
 The
        fair
        value of the 7% Convertible Debentures amount to approximately $0 and $0,
        respectively, as of March 31, 2007 and December 31, 2006 (See Note 8—Convertible
        Debentures). Fair values for the convertible debentures were calculated at
        net
        present value using the Company’s weighted average borrowing rate of 12.4% for
        debt instruments without conversion features applied to total future cash
        flows
        of the instruments.
 
 Derivative
        Financial Instruments
 
 The
        caption derivative financial instruments 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 8—Convertible Debentures and Note 9—Redeemable
        Preferred Stock). These derivative financial instruments are indexed to an
        aggregate of 0 and 18,483,214 shares at December 31, 2005 and were carried
        at
        fair value. In June 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.
  **NOTE
        14 - LITIGATION AND CONTINGENCIES**
 
 At
        March
        31, 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 the
        ultimate outcome of these matters will be significant to its results of
        operations or cash flows.
  12
  **NOTE
        15 - GOING CONCERN**
  The
        accompanying financial statements have been prepared in conformity with
        accounting principles generally accepted in the United States of America,
        which
        contemplates continuation of The Amacore Group as a going concern. 
However, The Amacore Group has sustained operating losses in recent years. 
Further for the three months ended March 31, 2007, The Amacore Group had
        negative working capital of approximately $2,315,214, a net loss of $5,003,280
        and has incurred substantial losses in previous years resulting in an
        accumulated deficit of approximately $60,281,668.  Although these factors
        raise substantial doubt about the ability of The Amacore Group to continue
        as a
        going concern The Amacore Group has taken several actions to ensure that
        The
        Amacore Group will continue as a going concern through March 31, 2008.  The
        Company has obtained additional financing in the first quarter of 2007 totaling
        $4.8 million.
  **NOTE 16
        - SUBSEQUENT EVENTS**
  On
        March
        30, 2007, the Company received a loan from Vicis Capital Master Fund in the
        amount of $3.3 million, which accrues interest at the rate of 4% compounded
        monthly. On May 1, 2007, the loan and accrued interest was converted into
        331.1
        shares of the Company’s Series D preferred stock. The Company may redeem up to
        ninety percent of these specific preferred shares through December 1,
        2007.
 
 13
 
 **ITEM
          2. MANAGEMENT’S
          DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
          OPERATIONS**
 
 
 **SPECIAL
        NOTE REGARDING FORWARD-LOOKING STATEMENTS**
 
 This
        report contains forward-looking statements that involve risks and uncertainties.
        We generally use words such as "believe," "may," "could," "will," "intend,"
        "expect," "anticipate," "plan," and similar expressions to identify
        forward-looking statements. You should not place undue reliance on these
        forward-looking statements. Our actual results could differ materially from
        those anticipated in the forward-looking statements for many reasons, including
        the risks described below in our “Risk Factor” section, elsewhere in this report
        and in our SEC filings from time to time. Although we believe the expectations
        reflected in the forward-looking statements are reasonable, they relate only
        to
        events as of the date on which the statements are made, and our future results,
        levels of activity, performance or achievements may not meet these expectations.
        We do not intend to update any of the forward-looking statements after the
        date
        of this document to conform these statements to actual results or to changes
        in
        our expectations, except as required by law.
 
 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-KSB. This report contains
        forward-looking statements that involve risks and uncertainties. Actual results
        in future periods may differ materially from those expressed or implied in
        such
        forward-looking statements as a result of a number of factors, including,
        but
        not limited to, the risks discussed under the heading "Risk Factors" and
        elsewhere in this Form 10-KSB.
 
 **Introductory
        Overview**
 
 We
        market
        memberships in a comprehensive, national, non-insurance based, quality discount
        eye care and 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. In late 2004, we acquired LBI Brokerage,
        a
        managing general agency for group health and life insurance products. A managing
        general agency is an agency appointed by an insurance company for the express
        purpose of distributing its products to its downline general agents, and
        in
        turn, marketing its product line to its downline agents and producers.
 
 In
        December 2004, we acquired the technology and patent rights related to the
        PhotoScreener TM, a camera embodying technology designed to detect various
        disorders of the eye in young and even preverbal children. The PhotoScreener
        technology has been approved by the FDA. We sold the PhotoScreener in 2006
        and
        retained certain future royalty rights for future sales of the PhotoScreener
        and
        image interpretation fees.
 
 Substantially
        all of our revenues are derived from:
 ·
            membership
                fees paid to us by wholesalers, which are other health care companies
                that
                include our vision program with their various programs; ·
            individual
                subscribers; and ·
            sponsoring
                organizations that offer or purchase our vision care program for
                their
                employees/members.  **Developments
        in 2007**
 
 In
        January 2007, we entered into long-term employment agreements with Mr. Jay
        Shafer, the former president of Protective Marketing Enterprises, Inc., a
        subsidiary of Protective Life Corporation, and Mr. Guy Norberg, the former
        Vice
        President of Sales and Marketing of Protective Marketing. We also entered
        into
        an agreement employing Mr. William Heneghan, former Director of Operations
        for
        Protective Marketing. As of January 2007, Mr. Shafer serves as our President,
        Mr. Norberg serves as our Senior Vice President of Sales and Marketing and
        Mr.
        William Heneghan serves as our Director of Operations. Along with the hiring
        of
        Messrs. Shafer, Norberg and Heneghan, we hired additional executive and support
        staff and opened a second office near Orlando, Florida.
 
 During
        the first quarter of 2007, we concentrated our efforts on developing a wide
        range of both discount and insured products, which we intend 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 believe we have 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. All of the
        networks with whom we have now contracted had previously successful business
        relationships with Messrs. Shafer and Norberg.
 
 We
        intend
        to leverage these relationships to broaden our mail-order contact lens
        department and enter into a formal relationship with a nationally recognized
        supplier of mail-order contact lenses that has agreed to a wide range of
        marketing/information support for our Company and our members.
 
 14
  In
        early
        2007 we developed two new discount health products, Smarthealth Plus and
        Smarthealth Premier that will expand our discount health offerings beyond
        optometric care. Smarthealth Plus and Smarthealth Premier are discount programs
        that provide members with savings of 5% to 50% on doctor visits, a hospital
        savings program, long-term care discounts, 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. On March 9, 2007, we entered
        into
        a sales agreement with Service Health Plans to offer our new programs directly
        to the public. With the addition of these new programs, we have changed the
        nature of our Company from just a provider of vision care to a provider of
        an
        entire array of medical services.
 
 We
        have
        also entered into marketing and customer service agreements with TruPoint
        Marketing and the American Advantage Association. We believe these contracts
        position us to enroll existing and prospective members into limited medical
        indemnity and accident group insurance programs underwritten by insurance
        companies through licensed insurance brokers.
 
 Furthermore,
        we have contracted with a number of distribution channels experienced not
        only
        in the sale of the types of products we designed, but with the networks forming
        the components of our new product line. During the first quarter of 2007,
        we
        entered into distribution agreements with, among others, Selective Health
        Plan,
        LLC and LA Marketing Plans, both companies being well experienced in the
        consumer direct response sales industry. We also contracted with Chase
        Paymentech Solutions, LLC, who we believe is one of the world’s largest merchant
        acquirers accepting payments at the point of sale, hospitality, internet,
        retail, catalogue and recurring billing. We launched this aspect of our
        distribution endeavors in March 2007, with the purpose, among other things,
        of
        testing the various electronic systems we employ in connection with our direct
        response sales. During the test period, we successfully streamlined this
        aspect
        of our operation and we will be launching, through the above-named distribution
        channels, a significant number of additional direct response sales rooms
        during
        the second quarter of 2007. Significantly, during the test period for the
        month
        of March 2007, we generated gross revenues equaling nearly one-third of our
        total gross revenues for 2006.
 
 Of
        equal
        significance is that we substantially completed the development of various
        electronic systems designed to not only track our sales and revenues, but
        to
        facilitate the weekly payment of sales commissions to our sales agents -
        a
        payment program which we believe will significantly enhance our relationship
        with our various sales organizations.
 
 The
        next
        distribution channel we plan to launch will be our direct sales operation
        through healthcare sales agents. We will launch this aspect of our sales
        efforts
        in the second quarter of 2007. This launch will be accomplished primarily
        through the efforts of Messrs. Shafer and Norberg with their long-standing
        broker relationships in the healthcare industry. Although this channel has
        not
        been officially launched, we have already successfully sold one or more of
        our
        programs to accounts of one or more of these agents. For example, one such
        agent
        has already contracted us for the sale of our healthcare program to FJC Security
        Services for the remaining two-year period of a previously existing three
        year
        contract (with another entity) for a total remaining gross sale price of
        $1,639,934 payable in monthly installments. This program was launched in
        early
        April 2007.
 
 Another
        distribution channel is the employer group channel serviced by large group
        sales
        agents. As with the program described above, this program is scheduled for
        launch in the second quarter of 2007.
 
 In
        addition to all of the above, we have embarked upon a program to acquire
        certain
        of our distribution channel business associates who have expressed an intent
        to
        become part of our Company. While there can be no assurances that all, or
        any of
        our acquisition efforts will prove successful, we have reason to believe
        that we
        will, during the second quarter of 2007, acquire one or more of our distribution
        channels.
 
 We
        believe that all of the above now places us in the forefront in terms of
        our
        ability to provide consumers with a wide range of affordable healthcare products
        and the ability to successfully distribute those products through a significant
        number of distribution channels.
 
 Our
        vision plan and, in particular, a form of our free eye exam voucher, which
        contains a requirement that the recipient activate the voucher by way of
        inbound
        telephone and/or electronic communication, remains a significant aspect of
        all
        of the above programs in that the free eye exam voucher is positioned to
        be
        distributed as a give-away product with sales of all of our other products.
        We
        believe that the activation aspect of the voucher will serve as a significant
        lead generator for additional sales including sales of our discount vision
        program.
 
  **RESULTS
        OF OPERATIONS**
 
 **Revenue:**
 
 For
        the
        three months ended March 31, 2007, our gross revenue was $159,867, an increase
        of $92,951 compared to the gross revenue recorded for the same period of
        2006 of
        $66,916. Approximately $82,000 of this increase resulted from sales of our
        new
        programs in March. In addition, sales to two of our existing wholesale customers
        increased about $32,000. Cost of Goods Sold includes commissions paid on
        these
        revenues.
 
 15
  **Selling,
        General and Administrative Expenses:**
 
 Our
        Selling, General and Administrative expenses for the three months ended March
        31, 2007 were $5,026,560. This was an increase of $ 4,470,137 over
        $ 556,423
        for the same period of 2006. Comparison of the more significant components of Selling, General and
        Administrative expenses follows:
 
 Three
                  Months Ended March 31,2007
              
              2006
              
              Increase
                (Decrease)Depreciation
              
              $
              2,001
              
              $
              1,860
              
              $
              141Payroll
                  and Related Expenses
              
              
              2,937,025
              
              
              300,347
              
              
              2,636,678Business
                  Travel/Trade Shows
              
              
              111,314
              
              
              28,854
              
              
              82,460Insurance
              
              
              32,340
              
              
              30,236
              
              
              2,104Professional/Consulting
                  Fees
              
              
              1,841,881
              
              
              113,443
              
              
              1,728,438Rent
              
              
              20,698
              
              
              32,478
              
              
              (11,780
              )All
                  OtherSelling,
                  General and Administrativeexpenses
              
              
              81,301
              
              
              49,205
              
              
              32,096Total
              
              $
              5,026,560
              
              $
              556,423
              
              $
              4,470,137
 
 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 three months ended March 31, 2007, of $2,937,025
        increased $2,636,678 over the same period of 2006 because of the fair market
        value of shares/warrants, totaling $2.7 million, issued to the officers and
        directors of the Company.
 
 Business
        travel/trade show expenses for the first three months of 2007 of $111,314
        were
        about $82,000 more than the $28,854 for the same period in 2006. The increase
        resulted mainly because of additional travel required in negotiating contracts
        for the Company’s new programs, promoting additional sales, and completing the
        financings that occurred during the first quarter of 2007. During the first
        quarter of 2006, the Company also had significantly reduced its
        travel.
 
 Insurance
        expense of $32,340 for the three months ended March 31, 2007, was $2,104
        more
        than the same period of 2006 of $30,236 because more employees were covered
        by
        the medical plan and because of a lower premium obtained for directors and
        officers liability insurance.
 
 Professional/consulting
        fees for the three months ended March 31, 2007 were $1,841,881, an increase
        of
        $1,728,438 over $113,443 during the same period in 2006. The increase was
        the
        result of the fair market value of shares and warrants, totaling $1.7 million,
        was charged to expense during the first quarter of 2007.
  Rent
        expense of $20,698 was $11,780 less than 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.
 
 Other
        expenses for the three months ended March 31, 2007, of $81,301 increased
        by
        $32,096 over the $49,205 for the three months ended March 31, 2006 because
        of
        fees paid to our new public relations firm.
 
 **Interest
        Expense:**
 
 Interest
        expense for the
        three
        months ended March 31, 2007 was $29,112,
        a decrease of $71,978 compared to $101,090 at March 31, 2006. Interest expense
        for the first three months of 2006 includes a number of components including
        (a)
        interest on our notes payable, (b) amortization of the discount on our
        convertible debentures, using the effective method, (c) liquidating damages
        on
        our convertible debentures for not obtaining an effective registration statement
        related to securities into which the debentures are convertible and (d) losses
        on the conversion of convertible debentures.
 
 Interest
        expense on our notes payable for the three
        months ended March 31, 2007 was $29,112,
        was nearly the same as the $30,685 for the same period in 2006.
 
 16
  Amortization
        of the discounts on our convertible debentures for the three
        months ended March 31, 2007 was $0
        compared to $44,188 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 three
        months ended March 31, 2007 amounted
        to $0 compared to $5,550 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 three
        months ended March 31, 2007 amounted
        to $0 compared to $26,222 for the first quarter of 2006.
 
 Since
        these instruments 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, occurred in the first quarter of 2007.
 
 **Derivative
        instrument income (expense), net:**
 
 Derivative
        instrument income (expense), net for the three months ended March 31,
        2007  amounted
        to **$** 0

        compared to **$** 208,519
        for the quarter ended March 31, 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.
 
 **Extraordinary
        Loss:**
 
 In
        March
        2006, we sold our rights to the patents and technology of the PhotoScreener
        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.
 
 **Net
        loss:**
 
 Our
        net
        loss amounted to **$** 5,003,280
        for the three months ended March 31, 2007 compared to **$** 578,184
        for the three months ended March 31, 2006. The significant decline 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 $41,375 for the three months ended
        March 31, 2007 compared to $196,106 for the same period in 2006. The decrease
        was due to the elimination in June 2006 of the instruments that had been
        identified as derivative financial instruments.
 
 **Loss
        per common share:**
 
 Loss
        per
        common share amounted to $0.05 for the three months ended March 31, 2007
        compared to $0.01 for the three months ended March 31, 2007. 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
        March 31, 2007, there were no loans or advances to officers.
 
 17
  **Sale
        of PhotoScreener:**
 
 In
        March
        2006, we sold our rights to the patents and technology of it PhotoScreener.
        In
        March 2006 the asset was sold for $50,000 and the return of 1.75 million
        shares
        of our common stock previously issued in the acquisition of the
        asset.
 
 **CONTRACTUAL
        OBLIGATIONS**
 
 Lease
        Commitments: See Note 15 Commitments
        and Contingency in our
        annual financial statements for information about non-cancelable commitments
        under our lease agreements.
 
 **OFF
        BALANCE SHEET ARRANGEMENTS**
 
 We
        do not
        have any off balance sheet arrangements as of March 31, 2007.
 
 **SUBSEQUENT
        EVENTS**
 
 On
        March
        30, 2007, the Company received a loan from Vicis Capital Master Fund in the
        amount of $3.3 million, which accrues interest at the rate of 4% compounded
        monthly. On May 1, 2007, the loan and accrued interest was converted into
        331.1
        shares of the Company’s Series D preferred stock. The Company may redeem up to
        ninety percent of these specific preferred shares through December 1,
        2007.
 
 **LIQUIDITY
        AND CAPITAL RESOURCES**
 
 The
        following table compares our cash flows for the three months ended March
        31:
 
 **2007**
              
              **2006**Net
                  cash used by operating activities
              
              $
              (859,562
              )
              $
              (321,490
              )Net
                  cash used by investing activities
              
              
              -
              
              
              50,000Net
                  cash provided by financing activities
              
              
              5,576,600
              
              
              277,000Net
                  increase (decrease) in cash
              
              $
              4,717,038
              
              $
              5,510
  We
        funded
        our operations primarily through the issuance of notes payable, amounting
        to
        $3,315,000, and the sale of preferred stock amounting to $2,250,000 during
        the
        first three months of 2007.
 
 During
        the first quarter of 2007, we issued 8,010,000 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; 960,000 shares
        were
        issued upon conversion of notes payable, 3,210,000 shares were issued due
        to
        warrants being exercised, and 840,000 shares were issued in exchange of Class
        B
        common stock.
  18






**PART
        II:**
  **OTHER
        INFORMATION**
 
  Item
                  6.
              Exhibits
                  and Reports on Form 8-K(a)
                  Exhibits Filed:
              31.1
                  Certification of Chief Executive Officer Pursuant to Section
                  302of
                  the Sarbanes-Oxley Act of 200231.2
                  Certification of the Acting Chief Financial Officer Pursuant to
                  Section
                  302of
                  the Sarbanes-Oxley Act of 200232   
                  Certification of the Chief Executive Officer and the Acting Chief
                  Financial OfficerPursuant
                  to Section 906 of the Sarbanes-Oxley Act of 2002.(b)
                  Reports on Form 8-K:
              Current
                      Report on Form 8-K dated January 15, 2007, for the purpose
                      of reporting
                      the Company’s hiring of a new President and a new Senior Vice President
                      of
                      Sales and Marketing.Current
                  Report on Form 8-K dated January 31, 2007 for the purpose of reporting
                  theCompany’s
                  completion of the sale of 75 shares of Series D Preferred
                  Stock.
   **SIGNATURES**
 
 In
          accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
          the
          Registrant has caused this report to be signed on its behalf by the undersigned,
          thereunto duly authorized.
 THE
                  AMACORE GROUP, INC.Date: 
May
                16, 2007
              By:
              /s/*Clark
                  A. Marcus*Clark
                  A. MarcusChief
                    Executive Officer
 
  19
 **EXHIBIT
          INDEX**
 
 
 31.1
                Certification
                    of the Chief Executive Officer Pursuant to Section 302 of the
                    Sarbanes-Oxley Act of 200231.2
                Certification
                    of the Acting Chief Financial Officer Pursuant to Section 302
                    of the
                    Sarbanes-Oxley Act of 200232
                Certification
                    of the Chief Executive Officer and the Acting Chief Financial
                    Officer
                    Pursuant to Section 906 of the Sarbanes-Oxley Act of
                    2002
       20