**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, 2006





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.**





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








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








(813)
                289-5552(Issuer’s
                Telephone Number Including Area
                Code)








Check
      whether the issuer: (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to such reports, and (2) registrant was
      required to file such reports, and (2) has been subject to such filing
      requirements for the past 90 days.





Yes x No o


As
        of
        November 13, 2006, the issuer had outstanding 91,957,382 shares of common
        stock,
        $.001 par value.




Transitional
      Small Business Disclosure Format: Yes o No x






















**THE
      AMACORE GROUP, INC.**





**FORM
      10-QSB**





**INDEX**








PART I
      FINANCIAL INFORMATION





ITEM
                1 FINANCIAL STATEMENTSCONDENSED
                CONSOLIDATED BALANCE SHEETS - September 30, 2006 and December 31,
                2005
            3CONDENSED
                CONSOLIDATED STATEMENTS OF OPERATIONS - For the Three and Nine
                Months Ended September 30, 2006 and 2005
            4CONDENSED
                CONSOLIDATED STATEMENT OF CASH FLOWS - For the Nine Months
                ended September 30, 2006 and 2005
            5NOTES
                TO CONSOLIDATED FINANCIAL STATEMENTS
            6ITEM
                2 MANAGEMENT’S DISCUSSION AND ANALYSIS of Financial Condition and Results
                of Operations
            15PART
                II OTHER INFORMATIONITEM
                6. (a) EXHIBITS FILED:
            20(b) REPORTS ON FORM 8-K
            20SIGNATURES
            21





2






**PART
        I - FINANCIAL INFORMATION**
 **Item
        1.  Financial Statements**
 **THE
        AMACORE GROUP, INC.**
 **CONSOLIDATED
        BALANCE****SHEETS**
 
 **September
                    30**
                ****
                **Dec.
                    31**
                ********
                ****
                **2006**
                ****
                **2005**
                ********
                ****
                **(Unaudited)**ASSETSCurrent
                    assetsCash
                
                $
                2,796
                
                $
                21,761Accounts
                    receivable
                
                
                28,498
                
                
                25,923Prepaid
                    expenses and deposits
                
                
                28,825
                
                
                42,626Total
                    current assets
                
                
                60,119
                
                
                90,310Fixed
                    assets (net of accumulated depreciation)
                
                
                21,197
                
                
                25,785Intellectual
                    property (net of accumulated amortization)
                
                
                -
                
                
                92,051Total
                    assets
                
                $
                81,316
                
                $
                208,146LIABILITIES
                    AND STOCKHOLDERS’ EQUITY (DEFICIT)Current
                    liabilitiesAccounts
                    payable
                
                $
                801,912
                
                $
                848,833Loans
                    and notes payable
                
                
                1,492,450
                
                
                801,074Accrued
                    expenses and payroll taxes
                
                
                520,266
                
                
                649,004Deferred
                    compensation - related party
                
                
                930,000
                
                
                783,801Deferred
                    revenues
                
                
                7,580
                
                
                8,766Derivative
                    financial instruments
                
                
                -
                
                
                1,982,604Total
                    current liabilities
                
                
                3,752,209
                
                
                5,074,083Long
                    Term LiabilitiesConvertible
                    debenture
                
                
                -
                
                
                13,138Deferred
                    revenue
                
                
                35,008
                
                
                37,365Total
                    long-term liabilities
                
                
                35,008
                
                
                50,503Total
                    liabilities
                
                
                3,787,216
                
                
                5,124,586Redeemable
                    Preferred Stock:Series
                    C, mandatory convertible stock, 86 shares authorized; 0 and 86
                    shares
                    issued and outstanding, respectively. (aggregate liquidation
                    value:
                    $860,000)
                
                
                -
                
                
                244,021Stockholders’
                    Equity (Deficit)Preferred
                    Stock, $.001 par value, 20,000,000 shares authorized;
                  Series
                    A convertible preferred stock;1,500
                    shares authorized; 155 and 155 shares issued andoutstanding
                    respectively (aggregate liquidation value: $155,000.)
                
                
                -
                
                
                -Series
                    D convertible preferred stock; 86 shares authorized; 86 shares
                    issued and
                    outstanding at 9/30/06
                
                
                -
                
                
                -Series
                    E convertible preferred stock; 84 shares authorized; 84 shares
                    issued and
                    outstanding at 9/30/06
                
                
                -
                
                
                -Common
                    stock A ($.001 par value; 500,000,000 shares authorized;88,654,580
                    and 45,496,840 shares issued and outstanding,
                    respectively.)
                
                
                88,654
                
                
                45,497Common
                    stock B ($.001 par value; 120,000,000 shares authorized;3,302,802
                    shares and 4,302,802 shares issued and
                    outstanding, respectively.)
                
                
                3,303
                
                
                4,303Additional
                    paid-in capital
                
                
                50,483,077
                
                
                47,712,559Accumulated
                    deficit
                
                
                (54,280,936
                )
                
                (52,922,820
                )Total
                    stockholders’ equity (deficit)
                
                
                (3,705,901
                )
                
                (5,160,461
                )Total
                    liabilities and stockholders’ equity (deficit)
                
                $
                81,316
                
                $
                208,146
  **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****2006**
              
              **2005**
              
              **2006**
              
              **2005****(Unaudited)**
              
              **(Unaudited)**
              
              **(Unaudited)**
              
              **(Unaudited)**REVENUESMembership
                  fees
              
              $
              93,549
              
              $
              134,144
              
              $
              250,660
              
              $
              332,899OPERATING
                  EXPENSESDepreciation
              
              
              1,877
              
              
              1,733
              
              
              5,596
              
              
              5,520Amortization
                  of Intellectual property
              
              
              -
              
              
              28,845
              
              
              -
              
              
              86,535Rent
              
              
              13,574
              
              
              32,890
              
              
              66,582
              
              
              95,860Consulting
                  expense
              
              
              100,208
              
              
              139,010
              
              
              202,209
              
              
              1,012,564Payroll
                  expense
              
              
              281,133
              
              
              279,487
              
              
              871,668
              
              
              1,030,251Professional
                  expense
              
              
              52,005
              
              
              53,654
              
              
              121,723
              
              
              237,498Insurance
                  expense
              
              
              30,096
              
              
              30,546
              
              
              90,329
              
              
              101,345Travel
                  and entertainment
              
              
              56,787
              
              
              36,220
              
              
              128,130
              
              
              98,786Contract
                  labor
              
              
              16,662
              
              
              17,800
              
              
              44,662
              
              
              53,215Bad
                  debt expense
              
              
              -
              
              
              -
              
              
              4,656
              
              
              -Office
                  expense
              
              
              11,974
              
              
              5,578
              
              
              29,759
              
              
              27,399Telephone
              
              
              10,660
              
              
              10,947
              
              
              25,788
              
              
              36,424Trade
                  shows
              
              
              1,548
              
              
              8,889
              
              
              5,048
              
              
              14,853Selling,
                  general and administrative expenses
              
              
              16,603
              
              
              70,433
              
              
              39,993
              
              
              205,252Total
                  expenses
              
              
              595,921
              
              
              716,032
              
              
              1,636,143
              
              
              3,005,502Operating
                  income/(loss) from operations before other income and
                  expense
              
              
              (502,372
              )
              
              (581,888
              )
              
              (1,385,483
              )
              
              (2,672,603
              )OTHER
                  INCOME (EXPENSE)Interest
                  expense
              
              
              (40,356
              )
              
              (175,492
              )
              
              (322,525
              )
              
              (414,701
              )Gain
                  on extinguishment of debt
              
              
              493,695
              
              
              123,553
              
              
              493,695
              
              
              123,553Derivative
                  instrument income (expense), net
              
              
              -
              
              
              439,274
              
              
              468,892
              
              
              1,657,811Total
                  other income (expense)
              
              
              453,339
              
              
              387,335
              
              
              640,062
              
              
              1,366,663Net
                  Loss
              
              
              (49,033
              )
              
              (194,553
              )
              
              (745,421
              )
              
              (1,305,940
              )Preferred stock
                  dividends and accretions
              
              
              124,437
              
              
              (60,282
              )
              
              (425,373
              )
              
              (112,276
              )Net
                  Loss Applicable to Common Stockholders
              
              $
              75,404
              
              $
              (254,835
              )
              $
              (1,170,794
              )
              $
              (1,418,216
              )Basic
                  and diluted loss per common share
              
              $
              0.00
              
              $
              (0.01
              )
              $
              (0.01
              )
              $
              (0.04
              )Basic
                  and diluted weighted average number of common shares
                  outstanding
              
              
              63,509,893
              
              
              34,235,302
              
              
              82,408,259
              
              
              31,654,127
 
 **See
        notes to consolidated financial statements**
 
  4
   **THE
        AMACORE GROUP, INC.**
 **CONSOLIDATED
        STATEMENTS OF CASH FLOWS**
 **Nine
        Months ended September 30, 2006 and 2005**
 **2006**
                    
                    **2005****(Unaudited)****(Unaudited)**
                    
                    **(Restated)**Cash
                        flow from operating activitiesNet
                        loss
                    
                    $
                    (1,170,794
                    )
                    $
                    (1,305,940
                    )Adjustment
                        to reconcile net loss to net cash provided by (used)
                      in operating activitiesIssuances
                        of shares and warrants for services and interest
                    
                    
                    -
                    
                    
                    967,678Depreciation
                    
                    
                    5,596
                    
                    
                    5,520Amortization
                        of intellectual property
                    
                    
                    -
                    
                    
                    86,535Amortization
                        of discount on convertible debt
                    
                    
                    214,872
                    
                    
                    187,505Derivative
                        Instrument (income) expense, net
                    
                    
                    (468,892
                    )
                    
                    (1,657,811
                    )Derivative
                        Interest expense
                    
                    
                    -
                    
                    
                    36,712Changes
                        in operating assets and liabilities(Increase)
                        decrease in accounts receivables
                    
                    
                    (2,575
                    )
                    
                    35,573(Increase)
                        decrease in prepaid expenses
                    
                    
                    13,801
                    
                    
                    87,334Increase)
                        decrease in other current assets
                    
                    
                    -
                    
                    
                    46,050Increase
                        (decrease) in accounts payable and accrued expenses
                    
                    
                    (90,287
                    )
                    
                    115,759Increase
                        (decrease) in deferred compensation
                    
                    
                    146,199
                    
                    
                    123,626Increase
                        (decrease) in deferred revenue
                    
                    
                    (3,543
                    )
                    
                    (106,361
                    )Net
                        cash provided (used) by operating activities
                    
                    
                    (1,355,623
                    )
                    
                    (1,377,820
                    )Cash
                        flow from investing activitiesPurchase
                        of property and equipment
                    
                    
                    (1,008
                    )
                    
                    -Sale
                        of property and equipment
                    
                    
                    50,000
                    
                    
                    350Net
                        cash provided (used) by investing activities
                    
                    
                    48,992
                    
                    
                    350Cash
                        flow from financing activitiesProceeds
                        from sales of common stock
                    
                    
                    -
                    
                    
                    37,500Proceeds
                        from issuance of Preferred stock
                    
                    
                    840,000
                    
                    
                    -Proceeds
                        from exercise of warrants
                    
                    
                    22,500
                    
                    
                    -Proceeds
                        from long-term debt
                    
                    
                    -
                    
                    
                    400,000Proceeds
                        from short term borrowings loans and notes payable
                    
                    
                    1,104,000
                    
                    
                    944,700Payments
                        on and redemption of convertible notes
                    
                    
                    (678,833
                    )
                    
                    (7,000
                    )Net
                        cash provided by financing activities
                    
                    
                    1,287,667
                    
                    
                    1,375,200Increase
                        (decrease) in cash
                    
                    
                    (18,965
                    )
                    
                    (2,270
                    )Beginning
                        cash and cash equivalents
                    
                    
                    21,761
                    
                    
                    7,408Ending
                        cash and cash equivalents
                    
                    $
                    2,796
                    
                    $
                    5,138Supplemental
                        disclosuresInterest
                        paid
                    
                    $
                    72,517
                    
                    $
                    -Common
                        stock and warrants issued forservices
                    
                    $
                    6,666
                    
                    $
                    725,199Taxes
                        paid
                    
                    $
                    -
                    
                    $
                    -
   **See
        notes to consolidated financial statements**
   5
  
 **PART
        I - FINANCIAL INFORMATION**
 
 **THE
        AMACORE GROUP, INC.**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **(Unaudited)**
 
 **NOTE
        1 - NATURE OF OPERATIONS**
  The
        Amacore Group, Inc. (The 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
        The
        Amacore Group services and products from The Amacore Group’s national network of
        ophthalmic physicians, optometrists, eyewear suppliers, etc. The Amacore
        Group
        changed its name from Eye Care International, Inc. to The Amacore Group,
        Inc. as
        of March 31, 2005. These financial statements reflect the new name
        throughout.
 
 September
        30, 2006 results may not be indicative of the results for the entire 2006
        year.
        Management has made all recurring normal; adjustments to the books and records
        and financial statements.
  **NOTE
        2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
  **Principles
        of Consolidation**
 
 The
        consolidated financial statements as of and for the three months and nine
        months
        ended September 30, 2006 and 2005 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 nine months of 2006 and
        2005
        and therefore are not reported as a segment since in management’s opinion; they
        do not utilize the results of LBI Inc’s operations in decision making relating
        to the allocation of resources and in the resulting assessment of their overall
        performance.
 
 **Cash
        and Cash Equivalents**
 
 For
        purposes of the statement of cash flows, The 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 had
        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 nine
        months ended September 30, 2006 or for the year 2005 other than the
        PhotoScreener noted above.
  6
  
 **NOTE
        2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**
 
 **Concentration
        of Credit Risk**
 
 Concentrations
        of credit risk with respect to sales to customers existed for 2005 in that
        approximately 24% of total sales were to a single plan sponsor, down from
        46% in
        2004. 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 expand its customer base, and expects to reduce
        the
        impact of that one customer in 2006 by the addition of several other significant
        plan sponsors.
  **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 has the right to not make the final
        payment when due, and as a result would forfeit all rights to the patent
        and
        technology.  The Amacore Group has obtained an independent valuation of the
        technology in excess of the purchase price. The Company has determined that
        the useful life for purposes of amortization of the PhotoScreener patent
        (intellectual property) is 20 years. SFAS 142 provides the criteria to be
        considered in determining the useful life. Those criteria are: a) the expected
        use of the patent by the Company, b) the expected useful life of other assets
        which the useful life of the patent may relate, c) any legal, regulatory
        or
        contractual provisions that may limit the useful life of the patent, d) any
        legal, regulatory or contractual provisions that enable renewal or extension
        of
        the PhotoScreener patent without substantial cost, e) effects of obsolescence,
        demand, competition and other economic factors, and f) the level of maintenance
        expenditures required to obtain expected future cash flows from the
        PhotoScreener. After reviewing the criteria the Company concluded that a)
        the
        useful life of the PhotoScreener patent is 20 years, b) there are no other
        assets with which the PhotoScreener patent relates, c) the Company has all
        legal
        rights to the PhotoScreener patent, d) the expected cost of renewing the
        patent
        is minimal - less than $10,000, e) the patent and related technology are
        unique
        and the Company expects significant revenues from the use of the technology,
        and
        f) the patent does not require any maintenance to obtain the expected cash
        flows. 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.
 
 **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.
  **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.
  7
  
 **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 6)
  **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 9) 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 11).
 
 **Stock
        -based compensation**
 
 Effective
        January 1, 2006, the Company was required to adopt Statement of Financial
        Accounting Standards (SFAS) No. 123R “Share Based Payment” (SFAS 123R) which
        replaces SFAS 123 and SFAS 148, and supersedes Accounting Principles Board
        (APB)
        Opinion No. 25 “ Accounting for Stock Issued to Employees.” SFAS 123R requires
        the cost relating to share-based payment transactions in which an entity
        exchanges its equity instruments for goods and services from either employees
        or
        non-employee be recognized in the financial statements as the goods are received
        or when the services are rendered. That cost will be measured based on the
        fair
        value of the equity instrument issued. We will no longer be permitted to
        follow
        the previously -followed intrinsic value accounting method that APB 25 allowed
        which resulted in no expense being recorded for stock option grants where
        the
        exercise price was equal to or greater than the fair market value of the
        underlying stock on the date of grant and further permitted disclosure-only
        pro
        forma compensation expense effects on net income.
 
 SFAS
        123R
        now applies to all of our existing outstanding unvested share-based stock
        option/warrant awards as well as any and all future awards. We have elected
        to
        use the modified prospective transition as opposed to the modified retrospective
        transition method such that financial statements prior to adoption remain
        unchanged. The Black-Scholes model will continue to be t the Company’s method of
        compensation expense valuation.
 
 **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.
 
 
 **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.
  8
  
 **NOTE 3
        - INCOME TAXES**
  For
        the nine months ended September 30, 2006 and 2005, the temporary differences
        between book income and taxable income consisted of the derivative financial
        instrument income (expense).  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.
  Income
        taxes for the nine months ended September 30, 2006 and 2005 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:
  
 2006
              
              2005Computed
                  tax (benefit) expense at the statutory rate 34%
              
              
              (253,400
              )
              
              (444,000
              )Permanent
                  difference - Derivative Income/(Expense) and Other
              
              
              (181,200
              )
              
              (580,400
              )(434,600
              )
              
              (1,024,400
              )Change
                  in deferred tax valuation
              
              
              434,600
              
              
              1,024,400Current
                  income tax expense (benefit)
              
              
              -
              
              
              -
  Temporary
        differences that give rise to deferred tax assets and liabilities:
  
 2006
              
              2005(Restated)Deferred
                  tax assets:Net
                  operating loss carry forward
              
              $
              20,334,600
              
              $
              18,824,500Less
                  valuation allowance
              
              
              (20,334,600
              )
              
              (18,824,500
              )Gross
                  deferred tax asset
              
              
              -
              
              
              -Gross
                  deferred tax liability
              
              
              -
              
              
              -Net
                  deferred tax asset
              
              $
              -
              
              $
              -
  As
        of September 30, 2006, realization of The Amacore Group’s net deferred tax
        assets of approximately $20,334,600 is 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, 2006 was $434,600.
 
 **NOTE 4
        - DUE TO STOCKHOLDERS/OFFICERS**
 
 As
        of September 30, 2006, due to stockholders/officers included deferred
        compensation of **$** 930,000.
  **NOTE 5
        - ACCOUNTS RECEIVABLE, NET**
  Accounts
        receivable, net of allowance for uncollectibles, was $28,498 as of September
        30,
        2006.
 
 
  9
  **NOTE 6
        - FIXED ASSETS, NET**
 
 As
        of September 30, 2006, property and equipment, net of accumulated depreciation
        of $82,879, was $21,197.
 
 **NOTE 7
        - NOTES AND LOANS PAYABLE**
 
 Notes
        and loans payable consist of the following as of September 30:
  **2006**
              
              
              **2005**Notes
                  payable to investors; bearing interest rates rangingFrom
                  8% to 10% per annum and due through September 2007
              
              $
              691,376
              
              
              -Notes
                  payable to investors and shareholders; bearinginterest
                  ranging from 5.75% through 12% per annum;due
                  through December 2005; currently in default.
              
              $
              686,124
              
              $
              718,500Promissory
                  note payable to shareholder investor;bearing
                  1.53% interest per annum through June 2004,increasing
                  to 15% thereafter; currently in default.
              
              
              114,950
              
              $
              114,950Total
                  notes and loans payable
              
              
              1,492,450
              
              $
              833,450
  As
        of September 30, 2006, all notes and loans payable were classified as current
        maturities.
  **NOTE
        8—CONVERTIBLE DEBENTURES**
 
 Convertible
        debentures consist of the following as of September 30, 2006 and December
        31,
        2005:
 
 **September
                  30, 2006**
              
              **December
                  31, 2005**7%
                  Convertible Debentures, due between February 10, 2007 and December
                  27,
                  2007 (a)
              
              $
              -
              
              $
              6,1506%
                  Convertible Debentures, due between March 28, 2008 and July 15,
                  2008
                  (b)
              
              $
              -
              
              $
              6,988$
              -
              
              $
              13,138
 
 **(a)** During 2004, the Company entered into a debt agreement to issue up to $400,000
        convertible debentures. During the period February 10, 2004 and December
        27,
        2004, $370,000 face value of the debentures was issued. The debentures are
        immediately convertible into common stock of the Company, together with 7%
        interest, which is payable in either cash or common stock, at the option
        of the
        Company. The conversion price is the lesser of (a) 120% of the closing bid
        on
        the closing day, or (b) 75% of the lowest closing bid price of the common
        stock
        during the five trading days immediately preceding the conversion date. Proceeds
        from the 7% Convertible Debentures were allocated first to the embedded
        conversions feature and the residual to the debenture. See Note 12 Financial Instruments .
        The resulting discount amounted to $370,000 which was being amortized through
        periodic charges to interest expense using the effective method. On July
        10,
        2006, the debentures were retired. The payments resulted in a gain on
        extinguishment of debt of $149,814.
   10
  **(b)** During March 2005, an agreement was signed whereby Divine Capital would raise
        up
        to $1.0 million of three-year, 6% convertible debentures. In March 2005,
        the
        Company received an initial investment of $305,000 from that financing
        arrangement and an additional $95,000 during the second and third quarters
        of
        2005. The debentures are convertible into shares of the Company’s Class A common
        stock at a conversion price equal to 75% of the lowest closing bid price
        per
        share for the twenty days immediately preceding the date of conversion, or
        as
        otherwise provided in the debentures. Proceeds from the 6% convertible
        debentures were allocated first to the embedded conversion feature and the
        residual to the debenture. See Note 12 Financial
        Instruments. The
        resulting discount amounted to $400,000 which was being amortized through
        periodic charges to interest expense using the effective method. On July
        10,
        2006 the debentures were retired. The payment resulted in a gain on
        extinguishment of debt of $343,881..
 
 **(c)** The effective interest rate used to amortize the debt discount on the 7%
        Convertible Debentures and the 6% Convertible Debentures amounted to 171.03%
        and
        170.99%, respectively. Amortization of the discounts, which is included in
        interest expense, amounted to $96,261 **** and
        $61,275 during the nine months ended September 30, 2006 and the year ended
        December 31, 2005, respectively.
 
 **(d)** The 7% Convertible Debenture and the 6% Convertible Debenture Agreements
        provide
        for liquidating damages to the investor if the Company does not obtain an
        effective registration statement covering securities into which these
        instruments can be converted. Liquidating damages under these terms commence
        150
        days following the closing of each traunch of financing. The Company has
        recorded liquidating damages of **$** 11,100 **** and
        $87,920 during the nine months ended September 30, 2006 and the year ended
        December 31, 2005, respectively.
 
 **NOTE
        9 - STOCK OPTION/WARRANT PLANS**
 
 Effective
        January 1, 2006, the Company was required to adopt Statement of Financial
        Accounting Standards (SFAS) No. 123R “Share Based Payment” (SFAS 123R) which
        replaces SFAS 123 and SFAS 148, and supersedes Accounting Principles Board
        (APB)
        Opinion No. 25 “Accounting for Stock Issued to Employees.” SFAS 123R requires
        the cost relating to share-based payment transactions in which an entity
        exchanges its equity instruments for goods and services from either employees
        or
        non-employee be recognized in the financial statements as the goods are received
        or when the services are rendered. That cost will be measured based on the
        fair
        value of the equity instrument issued.
 
 For
        the
        nine months ended September 30, 2006, the Company recorded $6,666 compensation
        expense representing the vested portion of the warrants granted in the period
        then ended.
 
 The
        estimated fair value of the warrants granted was determined using the
        Black-Scholes method with the following assumptions used: Strike price- $.025,
        Dividend yield 0%, Option term-one year, Expected volatility - 142% and
        Risk-free interest rate - 4.93%. The total fair value of the warrants granted
        was $10,000.
 
 **NOTE
        10—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 may be converted at any time until July
        30,
        2006, when conversion becomes mandatory. At the time of conversion, each
        share
        shall be deemed to have a value of $10,000 and is convertible into Class
        A
        common stock at the lesser of $2.88 per common share or 75% of the lowest
        closing bid price during the five days immediately prior to the conversion.
        As
        part of the agreements with these two entities, the Company agreed to register
        shares which are issuable upon the conversion of the Warrants and the Series
        C
        Convertible Preferred Stock. In addition, for each share of Series C Convertible
        Preferred Stock purchased by them, they have the right to purchase up to
        1% of
        the issuances of equity securities issued under subsequent funding transactions.
 
 The
        embedded conversion feature on the Series C Preferred Stock and the Warrants
        are
        required to be carried separately as derivative liabilities because physical
        or
        net-share settlement under these contracts is not within the control of the
        Company. Further, since proceeds from the sale of Series C Preferred Stock
        and
        Warrants were less than the fair values of the embedded conversion feature
        of
        the Series C Preferred Stock ($1,071,782) and the Warrants ($976,000), the
        amount received was allocated to the embedded conversion feature, immediately
        followed by charges to derivative instrument expense in the amounts of $469,782
        and $976,000 to increase the derivative instruments to fair
        value.
  11
  
 As
        a result of the aforementioned allocation, the Series C Preferred Stock had
        no
        initial carrying value, but it wiould have been 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 $399,873 and $221,004 during the nine months ended September 30, 2006
        and the
        year ended December 31, 2005, respectively.
 
 In
        July,
        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
 
 **NOTE
        11 - COMMON STOCK**
  In
        August 2005, The Amacore Group received approval from its shareholders, to
        increase its authorized shares from one hundred twenty million shares to
        six
        hundred forty million shares. The authorized shares for Class A common stock
        was
        increased from eighty million shares to five hundred million shares; its
        Class B
        shares from twenty million shares to 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; 500,000,000
        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
        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.
 
 Dilutive
        loss per share is considered to be the same as basic loss per share since
        the
        effect of common stock equivalents are anti-dilutive.
  **NOTE
        13—FINANCIAL 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). These derivative financial instruments were indexed to
        an
        aggregate of 36,932,378 shares at September 30, 2006 (18,483,214 shares at
        December 31, 2005) and were carried at fair value. The following tabular
        presentation sets forth information about the derivative financial
        instruments.
  12
  
 As
        of and for the nine months ended September 30, 2006:
 
 Embedded
                  Conversion Features:
              
              7%
                  Convertible
                Debentures
              
              6%
                  Convertible
                Debentures
              
              Series
                  C
                Preferred
              
              Sub-TotalFair
                  value
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Fair
                  value adjustments:Contract
                  inception
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -End
                  of period
              
              
              420,401
              
              
              (155,815
              )
              
              (1,019,259
              )
              
              (754,673
              )Total
                  period (income) loss
              
              $
              420,401
              
              $
              (155,815
              )
              $
              (1,019,259
              )
              $
              (754,673
              )
   
 Warrants:
              
              Warrants
              
              Other
                Warrants
                  (a)
              
              TotalFair
                  value
              
              $
              -
              
              $
              -
              
              $
              -Fair
                  value adjustments:Contract
                  inception
              
              $
              -
              
              $
              -
              
              $
              -End
                  of period
              
              
              (16,000
              )
              
              (9,850
              )
              
              (468,893
              )Total
                  period (income) loss
              
              $
              (16,000
              )
              $
              (9,850
              )
              $
              (468,893
              )
 
 
 
 As
        of and for the year ended December 31, 2005:
 
 Embedded
                  Conversion Features:
              
              7%
                  Convertible
                Debentures
              
              6%
                  Convertible
                Debentures
              
              Series
                  C
                Preferred
              
              Sub-TotalFair
                  value
              
              $
              289,540
              
              $
              520,325
              
              $
              1,019,259
              
              $
              1,829,124Fair
                  value adjustments:Contract
                  inception
              
              $
              -
              
              $
              360,933
              
              $
              -
              
              $
              360,933End
                  of period
              
              
              (57,155
              )
              
              275,407
              
              
              (8,273
              )
              
              209,979Total
                  period (income) loss
              
              $
              (57,155
              )
              $
              636,340
              
              $
              (8,273
              )
              $
              570,912
 
 
 Warrants:
              
              Warrants
              
              Other
                Warrants
                  (a)
              
              TotalFair
                  value
              
              $
              20,000
              
              $
              133,478
              
              $
              1,982,602Fair
                  value adjustments:Contract
                  inception
              
              $
              -
              
              $
              -
              
              $
              360,933End
                  of period
              
              
              (284,000
              )
              
              (1,750,783
              )
              
              (1,824,804
              )Total
                  period (income) loss
              
              $
              (284,000
              )
              $
              (1,750,783
              )
              $
              (1,463,871
              )
 
 **(a)** Effective with the issuance of the 7% Convertible Debentures, the Company
        no
        longer controlled the ability to physical or net share settle any other
        derivative financial instruments, representing principally warrants to acquire
        common stock, previously executed. As a result, the fair values of then
        outstanding warrants amounting to $3,545,000 were reclassified from stockholders
        equity (deficit) to derivative liabilities. These instruments are adjusted
        to
        fair value until the Company’s ability to settle on a physical or net share
        settlement is regained.
  13
  
 **(b)** Significant assumptions as of December 31, 2005 for the embedded conversion
        feature on the 7% Convertible Debentures, the embedded conversion feature
        on the
        6% convertible Debentures, and the embedded conversion feature on the Series
        C
        Preferred Stock and the Warrants, respectively, included: strike price-$0.03,
        $0.03 and $2.40; volatility-249% for all instruments; term-remaining term
        of
        conversion feature for all instruments; and, risk free rate-3.82% for all
        instruments.
 
 **NOTE
        14- LITIGATION AND CONTINGENCIES**
 
 At
        September 30, 2006, 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.
 
 **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 nine months ended September 30, 2006, The Amacore Group had
        negative working capital of approximately $3,692,090, a net loss of $745,421
        and
        has incurred substantial losses in previous years resulting in an accumulated
        deficit of approximately $5,281,000.  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 December 31, 2007.  The
        Company has obtained access to additional financing of up to $10 million
        from
        Dutchess Private Equities Fund. In October 2006 the Company also received
        a
        bridge loan from Vicis Capital Master Funds and signed a Securities Purchase
        Agreement in conjunction with the bridge loan, indicating their interest
        in
        providing additional support, in addition to the funding provided through
        the
        sale of the Series E preferred stock.
  **NOTE 16
        - SUBSEQUENT EVENTS**
 
 In
        October 2006, the Company entered into a convertible Promissory Note (Bridge
        Loan) and a Securities Purchase Agreement with Vicis Capital Master Fund.
        The
        Company issued a convertible promissory note for $550,000 and immediately
        received $500,000 which is net of $25,000 for legal fees and $25,000 prepaid
        interest. Under the terms of the agreements the maturity of the Note is December
        31, 2006, but may converted into common stock of the Company at a conversion
        price yet to be determined.
 
 The
        Company also repaid $13,000 of promissory notes during the fourth quarter
        of
        2006.
 
 In
        March
        2006, the Company and a wholesale client, Motivano, reached an out-of-court
        settlement in regards to a lawsuit the Company had filed to enforce its right
        to
        audit the books and records of the wholesaler. The wholesaler agreed to allow
        an
        audit of its books and records. Although the outcome of the audit is not
        known,
        the Company expects that additional revenues are due to the Company for
        memberships that have not been reported and thus fees not remitted.
 
  
 
 
 
  14
   **MANAGEMENT'S
        DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION** **AND
        RESULTS OF OPERATION**
   CAUTIONARY
        STATEMENTS FOR FORWARD-LOOKING INFORMATION
  We
        made forward-looking statements (within the meaning of the Private Securities
        Litigation Reform Act of 1995) in this report that are subject to risks and
        uncertainties, such as statements about our plans, objectives, projections,
        expectations, assumptions, strategies, or future events. Other written or
        oral
        statements, which constitute forward-looking statements, also may be made
        from
        time to time by or on behalf of the Amacore Group.  Words such as "may,"
        "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates,"
        "will," "should," "could," variations of such words, and similar expressions
        are
        intended to identify such forward-looking statements.  Similarly,
        statements that describe future plans, objectives, or goals also are
        forward-looking statements.  These statements are not guarantees of future
        performance and are subject to a number of risks, uncertainties, and other
        factors, including those discussed below and elsewhere in this report, that
        could cause actual results to differ materially from future results,
        performances, or achievements expressed or implied by such forward-looking
        statements. Consequently, reliance should not be placed on these forward-looking
        statements. The Amacore Group undertakes no obligation to update publicly
        any
        forward-looking statements, whether as a result of new information, future
        events or otherwise.
  Factors
        that could cause actual results to differ materially from what is expressed
        or
        forecasted in such forward-looking statements include, but are not limited
        to:
        (i) the inability of The Amacore Group's products to attain broad market
        acceptance; (ii) inability of The Amacore Group to complete its product
        development; (iii) the impact of competitive products and pricing; (iv) The
        Amacore Group's ability to expand its sales and marketing programs; (vii)
        dependence on key personnel; (ix) the availability, terms and deployment
        of
        capital; and (x) general economic and business conditions. Subsequent written
        and oral forward-looking statements attributable to us or persons acting
        on our
        behalf are expressly qualified in their entirety by the cautionary statements
        set forth above and contained elsewhere in this Annual Report on Form
        10-KSB.
  **Introductory
        Overview**
  Amacore
        Group originally began selling memberships in its discount vision program
        to
        retail customers in an effort to prove that a vision discount plan with an
        ophthalmologic (Eye M.D.) panel included would be not only accepted, but
        desired, by the general public and prove to other marketers of various health
        plans of the benefits of including such a plan in their products. The Amacore
        Group sold the plan on a retail only basis for many years proving that the
        general public did desire to have a vision plan with medical coverage before
        it
        was determined that it was time to change its emphasis to marketing its plan
        to
        other marketers of health benefit plans (“wholesalers”). Marketing programs on a
        retail basis requires a broad national marketing staff which The Amacore
        Group
        was not financially prepared to support, whereas a much smaller staff is
        needed
        to market to others on a wholesale basis. During the transition period, revenues
        decreased and losses were incurred, but Amacore Group has continued to market
        the plan on a retail basis with less emphasis and has devoted most of its
        time
        to developing contractual relationships with other marketers of various health
        plans, including, but not limited to, insurance companies and marketers of
        other
        discount plans such as dental, vision (without a vision medical component),
        and
        prescription drugs. Amacore Group has numerous wholesale contracts in place
        but
        these contracts have not produced a substantial amount of revenue as quickly
        as
        anticipated by management. This, combined with reduced retail revenue, have
        caused revenues to suffer. Amacore Group continues to place its emphasis
        on
        marketing its plan to wholesalers and believes it now has contracts that
        are
        either in place or near completion of negotiations for new contracts, which
        management anticipates will generate an increasing level of revenues for
        2006
        and subsequent years.
  In
        late 2004, The Amacore Group acquired another company, LBI Brokerage, a managing
        general agency for group health and life insurance products (products that
        are
        synergistic with The Amacore Group’s vision plan). A managing general agency is
        an agency appointed by an insurance company for the express purpose of
        distributing its products to downline general agents and in turn to market
        its
        product line (including The Amacore Group’s vision plan) downline to its agents
        and producers. LBI has been appointed the managing general agency for
        Transamerica, which is a part of the AEGON Insurance Group, one of the top
        50
        largest public financial companies in the world, ranked by
        assets.
  The
        following discussion and analysis of our financial condition and results
        of
        operation should be read in conjunction with the financial statements and
        notes
        thereto appearing elsewhere in this report.
  15
  
 **RESULTS
        OF OPERATIONS**
  **Revenue:**
  For
        the nine months ended September 30, 2006, Amacore Group’s gross revenue of
        $250,660 was approximately $82,000 less than Amacore Group’s gross revenue
        recorded in the same timeframe in 2005 of $332,899. The decrease was primarily
        attributable to the recognition of revenues received in late 2004 from a
        wholesale customer but deferred, and then partially earned/recognized during
        the
        first nine months of 2005.
  Implementation
        of the wholesale sales has taken longer than anticipated by Amacore Group. 
Several of the private label wholesale agreements provide that Amacore Group’s
        vision plan will be automatically included with all sales offerings of the
        customer’s products or services. Amacore Group anticipates that additional
        commission income will be derived from an agreement with a mail order
        fulfillment provider once the wholesale contracts are implemented.  Amacore
        Group also offers its vision program to the general public through its
        website, www.ecivisionplan.com.
  **Selling,
        General and Administrative Expenses (SG&A):**
  Amacore
        Group’s SG&A expenses for the nine months ended September 30, 2006 of
        $1,636,143 decreased by **$** 1,369,359
        from the same timeframe in 2005.  Comparison of the more significant
        components of SG&A expenses follows:
  Nine
                  Months Ended September 302006
              
              2005
              
              Increase
                (Decrease)Depreciation
              
              $
              5,579
              
              $
              5,520
              
              $
              76Amortization
                  of intellectual property
              
              
              -
              
              
              86,535
              
              
              (86,535
              )Payroll
                  & Related Expenses
              
              
              871,668
              
              
              1,030,251
              
              
              (158,583
              )Business
                  Travel/Trade Shows
              
              
              133,178
              
              
              113,639
              
              
              (19,539
              )Insurance
              
              
              90,329
              
              
              101,345
              
              
              (11,016
              )Professional/Consulting
                  Fees
              
              
              323,932
              
              
              1,250,062
              
              
              (926,130
              )Rent
              
              
              66,582
              
              
              95,860
              
              
              (29,278
              )All
                  Other SG&A expenses
              
              
              144,858
              
              
              322,290
              
              
              (177,432
              )Total
              
              $
              1,636,143
              
              $
              3,005,502
              
              $
              (1,369,359
              )
   Depreciation
        expense, which is computed on a straight-line method over the assets estimated
        lives, remained nearly the same as the first nine months of 2005 because
        the
        depreciable asset base was nearly the same for both periods.
  Since
        the PhotoScreener (intellectual property) was sold in 2006, there was no
        amortization during 2006, while amortization during the same period last
        year
        totaled $57,690.
 
 Salaries
        and related expenses for the nine months ended September 30, 2006 decreased
        $158,583 **** to
        $871,668, primarily because of the fair value of warrants issued to employees
        during the first nine months of 2005 of approximately $135,000, along with
        accrued vacation booked in 2006.
  Insurance
        expense of $90,329 was $11,016 less than the first nine months of 2005 because
        fewer employees were covered by the medical plan.
 
 Professional/consulting
        fees for the first nine months 2006 of $323,932 were $926,130 less than the
        same
        period in 2005 of $1,250,062. In 2005, The Amacore Group issued stock and/or
        warrants to consultants/attorneys and the resultant non-cash charge to expense
        was approximately $646,000. In addition, in 2005 the Company accrued $32,000
        for
        a legal matter; legal activity was significantly higher as was the Company’s use
        of consultants.
  16
   Other
        expenses for the nine months ended September 30, 2006, of $144,858 declined
        $177,432 mainly because of $89,900 of financing costs incurred during the
        first
        nine months of 2005; nearly $22,000 less in commission expense; approximately
        $22,000 less printing and postage expenses; reduce telephone expenses of
        about
        $10,000, a $9,000 reduction in contract labor, and $27,000 less advertising
        expense.
  **Interest
        Expense:**
 
 Interest
        expense for the first nine months of 2006 amounted to $322,525 compared to
        $414,701 for the first nine months of 2005. Interest expense includes a number
        of components including (a) interest on our notes payable, (b) amortization
        of
        the discount on our convertible debentures, using the effective method, (c)
        liquidating damages on our convertible debentures for not obtaining an effective
        registration statement related to securities into which the debentures are
        convertible and (d) losses on the conversion of convertible
        debentures.
 
 Interest
        expense on our notes payable for the first nine months of 2006 of $96,625
        was
        about $20,000 higher than the $76,460 for the same period in 2005 because
        of
        increased loan amounts outstanding in 2006.
 
 Amortization
        of the discounts on our convertible debentures for the nine months ended
        September 30, 2006 amounted to $63,174 compared to $76,611 for the first
        nine
        months of 2005. 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 first nine months of 2006 amounted to $11,100 compared to
        $43,960 for the first nine months of 2005. Liquidating damages will continue
        accrue at 2% of the face value of the convertible debentures each month until
        an
        effective registration statement for the underlying securities is obtained.
 
 The
        loss on the conversion of convertible debentures during the nine months ended
        September 30, 2006 amounted to $118,610 compared to $0 for the first nine
        months
        of 2005. Losses on conversions of convertible debentures may continue to
        arise
        if the creditors convert their securities.
 
 **Derivative
        instrument income (expense), net:**
 
 Derivative
        instrument income (expense), net for the nine months ended September 30,
        2006
        amounted to $468,892 compared to $1,657,811 for the nine months ended September
        30, 2005. 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 may result in material
        changes to the fair values of our derivative financial instruments. The increase
        in the derivative instrument income noted above is largely due to the decline
        in
        the trading stock price of our common stock. Continuing declines in our trading
        stock price could result in additional credits to income. However, increases
        in
        our trading stock prices could result in charges to income. Since the
        convertible debentures were redeemed on July 10, 2006, the derivative financial
        instruments have been satisfied as of that date and will no longer result
        in
        income or expense..
 
 **Net
        loss:**
 
 Our
        net loss amounted to **$** 745,421
        for the nine months ended September 30, 2006 compared to **$** 1,305,940
        for the nine months ended September 30, 2005. The significant decline in
        our net
        loss is more fully discussed above in the details of changes in our account
        balances
  17
  
 **Preferred
        stock dividends and accretions:**
 
 Preferred
        stock dividends and accretions amounted to $425,373 for the nine months ended
        September 30, 2006 compared to $112,276 for nine months ended September 30,
        2005. Preferred stock will continue to be accreted and cumulative dividends
        will
        continue to be recorded until either (a) the preferred stock is fully accreted
        to its $860,000 redemption value or (b) the preferred stock is converted
        into,
        or redeemed for, common stock. As of July 10, 2006, the Series C preferred
        stock
        was exchanged for Series D preferred stock and no longer is subject to the
        accretion computations and the Series D preferred stock is classified as
        equity,
        as is the Series E preferred stock also issued on July 10, 2006..
 
 **Loss
        per common share:**
 
 Loss
        per common share amounted to $0.01 for the nine months ended September 30,
        2006
        compared to $0.04 for the nine months ended September 30, 2005. 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, 2006, there were no loans or advances to officers.
  **Sale
        of PhotoScreener:**
 
 In
        March 2006, Amacore Group sold it rights to the patents and technology of
        its
        PhotoScreener. As a result, in 2005, the Company wrote down the value of
        the
        intangible asset down to the value received from the sale, which resulted
        in a
        charge to non-operating expense of $2,348,020. In March 2005 the asset was
        sold
        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.
 
 CONTRACTUAL
        OBLIGATIONS
 
 Lease
        Commitments: See Note 16 Commitments
        and Contingency in our annual financial statements for information about non-cancelable
        commitments under our lease agreements.
 
 Liquidating
        Damages: See Note 9 Convertible
        Debentures in our quarterly financial statements for information about liquidating damages
        that we are accruing related to our convertible debentures.
 .
 OFF
        BALANCE SHEET ARRANGEMENTS
  We
        do not have any off balance sheet arrangements as of September 30, 2006 or
        as of
        the date of this report.
 
 SUBSEQUENT
        EVENTS
  In
        October 2006, the Company entered into a convertible Promissory Note (Bridge
        Loan) and a Securities Purchase Agreement with Vicis Capital Master Fund.
        The
        Company issued a convertible promissory note for $550,000 and immediately
        received $500,000 which is net of $25,000 for legal fees and $25,000 prepaid
        interest. Under the terms of the agreements the maturity of the Note is December
        31, 2006, but may converted into common stock of the Company at a conversion
        price yet to be determined.
 
 The
        Company has also repaid $13,000 of promissory notes during the fourth quarter
        of
        2006.
 
 In
        March
        2006, the Company and a wholesale client, Motivano, reached an out-of-court
        settlement in regards to a lawsuit the Company had filed to enforce its right
        to
        audit the books and records of the wholesaler. The wholesaler agreed to allow
        an
        audit of its books and records. Although the outcome of the audit is not
        known,
        the Company expects that additional revenues are due to the Company for
        memberships that have not been reported and thus fees not
        remitted.
  18
  
 
 **LIQUIDITY
        AND CAPITAL RESOURCES**
  The
        following table compares The Amacore Group’s cash flows for the nine months
        ended September 30:
  2006
              
              2005Net
                  cash used by operating activities
              
              $
              (1,355,623
              )
              $
              (1,377,820
              )Net
                  cash provided (used) by investing activities
              
              
              48,992
              
              
              350Net
                  cash provided by financing activities
              
              
              1,287,667
              
              
              1,375,200Net
                  increase or (decrease) in cash
              
              $
              (18,965
              )
              $
              (2,270
              )
 
 We
        funded The Amacore Group’s operations through the issuance of notes payable,
        amounting to $1,104,000 during the first nine months of 2006. Although
        management to date has been able to manage the cash flow shortfalls without
        interruption to our business, there can be no assurances that necessary
        financing will continue to be available. Management is seeking additional
        working capital to satisfy daily operating requirements. There can be no
        assurance that such additional financing will be available on terms acceptable
        to us.
  During
        the first nine months of 2006, the Company issued 5.9 million shares of common
        stock as a result of $68,725 of the Divine mandatory convertible, 6% debentures
        being converted, and 11.3 million shares as a result of $92,250 of the May
        Davis, 7% mandatory convertible debentures being converted.
 
 Also,
        during the first nine months of 2006, the Company issued a $1,104,000 one-year,
        eight percent promissory notes to twenty-five accredited investors. Immediately
        $187,000 of the notes were converted to 12,462,500 shares of common stock
        at a
        conversion rate ranging from $0.01 to $0.04 per share.
 
 In
        March
        2006, the Company and a wholesale client, Motivano, reached an out-of-court
        settlement in regards to a lawsuit the Company had filed to enforce its right
        to
        audit the books and records of the wholesaler. The wholesaler agreed to allow
        an
        audit of the company’s books and records. Although the outcome of the audit is
        not known, the Company expects that additional revenues are due to the Company
        for memberships that have not been reported and thus fees not remitted.
 
 In
        March
        2006, another wholesaler, International Med-Care (IMC), reported to the Company
        that it will be enrolling approximately 200,000 new members. As of November
        1,
        2006, IMC had reported nearly 80,000 new members.
 
 In
        March
        2006, the Company sold the technology and patent rights for the PhotoScreener,
        which it had acquired in late 2004. The Company received $50,000 cash, the
        return of nearly 1.75 million shares of common stock it had issued for the
        acquisition, and the right to market the PhotoScreener for a commission,
        and the
        exclusive right to provide, for a fee, the interpretation/diagnosis of each
        film.
 
  19
   **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 200232.1
                    Certification of the Chief Executive Officer Pursuant to Section906
                    of the Sarbanes-Oxley Act of 2002.32.2
                    Certification of the Acting Chief Financial Officer Pursuant
                    to Section906
                    of the Sarbanes-Oxley Act of 2002.(b)
                    Reports on Form 8-K:
                Current
                      Report on Form 8-K dated August 10, 2006, for the purpose of
                      reporting the
                      Company’s completion of the redemption of Mandatory Convertible Debt.
  
 
 
 20
 
 
 **Signatures**
 
 In
          accordance with the requirements of the Exchange Act, the registrant has
          caused
          this report to be signed on its behalf by the undersigned, thereunto duly
          authorized.
   THE
                    AMACORE GROUP, INC.Date: 
                  November 17, 2006
                By:
                /s/ James
                  L.
                  KoenigJames
                  L. KoenigActing
                    Chief Financial Officer
 
  
 
 
 21
 
 **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 200232.1
                  Certification
                      of the Chief Executive Officer Pursuant to Section 906 of the
                      Sarbanes-Oxley Act of 200232.2
                  Certification
                      of the Acting Chief Financial Officer Pursuant to Section 906
                      of the
                      Sarbanes-Oxley Act of 2002
       22