**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 June 30, 2006





/_/     
      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 __





As
      of
      August 17, 2006, the issuer had outstanding 78,613,632 shares of common
      stock, $.001 par value.





Transitional
      Small Business Disclosure Format: Yes ___ No X






















**THE
      AMACORE GROUP, INC.**





**FORM
      10-QSB**





**INDEX**








PART I
      FINANCIAL INFORMATION





ITEM
                1 FINANCIAL STATEMENTSCONDENSED
                CONSOLIDATED BALANCE SHEETS - June 30, 2006 and December 31,
                2005
            3CONDENSED
                CONSOLIDATED STATEMENTS OF OPERATIONS - For the Three and Six
                Months Ended June 30, 2006 and 2005
            4CONDENSED
                CONSOLIDATED STATEMENT OF CASH FLOWS - For the Three Months ended
                June 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:
            21(b) REPORTS ON FORM 8-K
            21SIGNATURES
            22











2




**PART
      I - FINANCIAL INFORMATION**


**Item
      1.**


**THE
      AMACORE GROUP, INC.**


**CONSOLIDATED
      BALANCE****SHEETS**


June 30
              
              Dec.
                  312006
              
              2005(Unaudited)**ASSETS**Current
                  assetsCash
              
              $
              61,103
              
              $
              21,761Accounts
                  receivable
              
              
              20,110
              
              
              25,923Prepaid
                  expenses and deposits
              
              
              28,425
              
              
              42,626Total
                  current assets
              
              
              109,638
              
              
              90,310Fixed
                  assets (net of accumulated depreciation)
              
              
              22,066
              
              
              25,785Intellectual
                  property (net of accumulated amortization)
              
              
              -
              
              
              92,051Total
                  assets
              
              $
              131,703
              
              $
              208,146**LIABILITIES
                  AND STOCKHOLDERS’ EQUITY (DEFICIT)**Current
                  liabilitiesAccounts
                  payable
              
              $
              774,282
              
              $
              848,833Loans
                  and notes payable
              
              
              1,493,450
              
              
              801,074Accrued
                  expenses and payroll taxes
              
              
              704,836
              
              
              649,004Deferred
                  compensation - related party
              
              
              948,242
              
              
              783,801Deferred
                  revenues
              
              
              7,468
              
              
              8,766Derivative
                  financial instruments
              
              
              881,556
              
              
              1,982,604Total
                  current liabilities
              
              
              4,809,834
              
              
              5,074,083Long
                  Term LiabilitiesConvertible
                  debenture
              
              
              71,885
              
              
              13,138Deferred
                  revenue
              
              
              35,258
              
              
              37,365Total
                  long-term liabilities
              
              
              107,143
              
              
              50,503Total
                  liabilities
              
              
              4,916,976
              
              
              5,124,586Redeemable
                  Preferred Stock:Series
                  C, mandatory convertible stock, 86 shares authorized; 86
                  shares
                issued
                  and outstanding. (aggregate liquidation value: $860,000)
              
              
              793,831
              
              
              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.)
              
              
              -
              
              
              -Common
                  stock A ($.001 par value; 500,000,000 shares authorized;
                  63,330,130and 45,496,840 shares issued and outstanding,
                  respectively.)
              
              
              63,330
              
              
              45,497Common
                  stock B ($.001 par value; 120,000,000 shares authorized;
                  3,302,802shares and 4,302,802 shares issued and outstanding,
                  respectively.)
              
              
              3,303
              
              
              4,303Additional
                  paid-in capital
              
              
              48,514,497
              
              
              47,712,559Accumulated
                  deficit
              
              
              (54,160,234
              )
              
              (52,922,820
              )Total
                  stockholders’ equity (deficit)
              
              
              (5,579,104
              )
              
              (5,160,461
              )Total
                  liabilities and stockholders’ equity (deficit)
              
              $
              131,703
              
              $
              208,146




**See
      Notes to consolidated financial statements**




3




**THE
        AMACORE GROUP, INC.**
 **CONSOLIDATED
        STATEMENTS OF** **OPERATIONS**


**FOR
                  THE THREE**
                **MONTHS
                  ENDED**
              
              **FOR
                  THE SIX**
                **MONTHS
                  ENDED****June
                  30**
              
              **June
                  30**
              
              **June
                  30**
              
              **June
                  30****2006**
              
              **2005**
              
              **2006**
              
              **2005****(Unaudited)**
              
              **(Unaudited)**
              
              **(Unaudited)**
              
              **(Unaudited)**REVENUESMembership
                  fees
              
              $
              90,195
              
              $
              110,260
              
              $
              157,111
              
              $
              198,992OPERATING
                  EXPENSESDepreciation
              
              
              1,859
              
              
              1,910
              
              
              3,719
              
              
              3,787Amortization
                  of Intellectual property
              
              
              -
              
              
              28,845
              
              
              -
              
              
              57,690Rent
              
              
              20,530
              
              
              30,592
              
              
              53,008
              
              
              62,970Consulting
                  expense
              
              
              20,960
              
              
              142,761
              
              
              102,001
              
              
              873,554Payroll
                  expense
              
              
              290,188
              
              
              641,207
              
              
              590,535
              
              
              750,763Professional
                  expense
              
              
              37,316
              
              
              110,083
              
              
              69,718
              
              
              183,844Insurance
                  expense
              
              
              29,997
              
              
              35,406
              
              
              60,233
              
              
              71,199Travel
                  and entertainment
              
              
              42,489
              
              
              29,935
              
              
              71,343
              
              
              62,566Contract
                  labor
              
              
              15,000
              
              
              18,350
              
              
              28,000
              
              
              36,215Bad
                  debt expense
              
              
              4,656
              
              
              -
              
              
              4,656
              
              
              -Office
                  expense
              
              
              12,162
              
              
              2,953
              
              
              17,785
              
              
              18,520Telephone
              
              
              6,150
              
              
              11,346
              
              
              15,128
              
              
              25,547Trade
                  shows
              
              
              3,500
              
              
              1,131
              
              
              3,500
              
              
              5,964Selling,
                  general and administrative expenses
              
              
              (1,009
              )
              
              68,989
              
              
              20,596
              
              
              136,851Total
                  expenses
              
              
              483,799
              
              
              980,647
              
              
              1,040,222
              
              
              2,289,470Operating
                  income/(loss) from operations before other income and
                  expense
              
              
              (393,604
              )
              
              (870,389
              )
              
              (883,111
              )
              
              (2,090,478
              )OTHER
                  INCOME (EXPENSE)Interest
                  expense
              
              
              (181,079
              )
              
              130,325
              
              
              (282,169
              )
              
              (239,163
              )Derivative
                  instrument income (expense), net
              
              
              260,373
              
              
              308,713
              
              
              468,892
              
              
              1,218,537Total
                  other income (expense)
              
              
              79,294
              
              
              439,038
              )
              
              186,723
              
              
              979,374Net
                  Loss
              
              
              (314,310
              )
              
              (431,351
              )
              
              (696,388
              )
              
              (1,111,104
              )Preferred stock
                  dividends and accretions
              
              
              (353,704
              )
              
              (4,482
              )
              
              (549,810
              )
              
              (23,017
              )Net
                  Loss Applicable to Common Stockholders
              
              $
              (668,014
              )
              $
              (435,833
              )
              $
              (1,246,198
              
              $
              (1,134,121
              )Basic
                  and diluted loss per common share
              
              $
              (0.01
              )
              $
              (0.01
              )
              $
              (0.02
              )
              $
              (0.04
              )Basic
                  and diluted weighted average number of common shares
                  outstanding
              
              
              57,696,204
              
              
              31,480,642
              
              
              53,764,180
              
              
              30,127,011




**See
      Notes to consolidated financial statements**







4




**THE
      AMACORE GROUP, INC.**


**CONSOLIDATED
        STATEMENTS OF CASH FLOWS**
 **Six
        Months ended June 30, 2006 and 2005**
  **2006**
                
                **2005****(Unaudited)**
                
                **(Unaudited)****(Restated)**Cash
                    flow from operating activitiesNet
                    loss
                
                $
                (696,388
                )
                $
                (1,111,104
                )Adjustment
                  to
                  reconcile net loss to net cash provided by (used)in
                    operating activitiesIssuances of shares and warrants for services and interest
                
                
                3,333
                
                
                780,585Depreciation
                
                
                3,719
                
                
                3,786Amortization
                    of intellectual property
                
                
                -
                
                
                57,637Amortization
                    of discount on convertible debt
                
                
                214,872
                
                
                48,083Derivative
                    Instrument (income) expense, net
                
                
                (468,892
                )
                
                (1,218,537
                )Derivative
                    Interest expense
                
                
                -
                
                
                91,717Changes
                    in operating assets and liabilities(Increase) decrease in accounts receivables
                
                
                5,813
                
                
                34,949(Increase) decrease in prepaid expenses
                
                
                14,201
                
                
                113,584Increase (decrease) in accounts payable and accrued
                    expenses
                
                
                (6,727
                )
                
                156,245Increase (decrease) in deferred compensation
                
                
                164,441
                
                
                41,104Increase (decrease) in deferred revenue
                
                
                (3,405
                )
                
                (69,982
                )Net
                    cash provided (used) by operating activities
                
                
                (769,033
                )
                
                (1,071,932
                )Cash
                    flow from investing activitiesSale of property and equipment
                
                
                50,000
                
                
                350Net
                    cash provided (used) by investing activities
                
                
                50,000
                
                
                350Cash
                    flow from financing activitiesProceeds from sales of common stock
                
                
                -
                
                
                37,500Proceeds
                    from long-term debt
                
                
                -
                
                
                375,000Proceeds from short term borrowings loans and notes
                    payable
                
                
                974,000
                
                
                690,500Payments
                    on convertible notes
                
                
                (215,624
                )
                
                (7,000
                )Net
                    cash provided by financing activities
                
                
                758,376
                
                
                1,096,000Increase
                    (decrease) in cash
                
                
                39,342
                
                
                24,417Beginning
                    cash and cash equivalents
                
                
                21,761
                
                
                7,408Ending
                    cash and cash equivalents
                
                $
                61,103
                
                $
                31,825Supplemental
                    disclosures
                  Interest paid
                
                $
                3,260
                
                $
                -Common stock and warrants issued for
                  services
                
                $
                -
                
                $
                780,585Taxes 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
        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.
 
 June
        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 six
        months
        ended June 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 six 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 six
        months
        ended June 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.
   7
   **Property
        and Equipment**
  Property
        and equipment are recorded at cost.  Depreciation is calculated using the
        straight line method over the estimated useful lives of the assets, generally
        ranging from 5 to 7 years. Additions and major improvements to property and
        equipment are capitalized. Repair and maintenance expenditures are charged
        to
        expense as incurred. As property or equipment is sold or retired, the applicable
        cost and accumulated depreciation are eliminated from the accounts and any
        gain
        or loss is recorded.
 
 **Accounts
        Receivable**
  Accounts
        receivable, net are stated at estimated net realizable value. Accounts
        receivable are mostly comprised of balances due from memberships, net of
        estimated allowances for uncollectible accounts. In determining collectibility,
        historical trends are evaluated and specific customer issues are reviewed
        to
        arrive at appropriate allowances. (See Note 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 - RESTATEMENT OF 2005 FINANCIAL STATEMENTS**
  **Derivative
        Financial Instruments**
 
 In
        2005,
        the Company corrected its accounting for (a) derivative financial instruments
        to
        conform to the requirements of Statements of Financial Accounting Standards
        No.
        133, as amended, and (b) instruments with characteristics of temporary equity
        to
        conform with ASR 268. Embedded conversion features that meet the definition
        of
        derivative financial instruments have, where applicable, been bifurcated
        from
        host instruments and, in all instances; derivative financial instruments
        have
        been recorded as liabilities and are carried at fair value. Other instruments,
        such as warrants, where physical or net-share settlement is not with the
        Company’s control are recorded as liabilities and carried at fair value.
        Finally, instruments that were initially recorded as equity were reclassified
        to
        liabilities at the time that the Company no longer possessed the ability
        to
        settle the instruments on a physical or net-share basis. As a result of the
        correction in accounting for derivative financial instruments, the net loss
        for
        the six months ended June 30, 2005 (as originally reported) of $2,467,824
        was
        decreased by $1,356,720 to $1,111,104; and the loss per common share was
        reduced
        by $.04 per common share from $.08 per common share to $.04 per common share.
 
 
 **NOTE 4
        - INCOME TAXES**
  For
        the
        six months ended June 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 six months ended June 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
              
              2005(Restated)Computed
                  tax (benefit) expense at the statutory rate 34%
              
              
              (236,800
              )
              
              (377,800
              )Permanent
                  difference - Derivative Income/(Expense) and Other
              
              
              (171,500
              )
              
              (424,900
              )(408,300
              )
              
              (802,700
              )Change
                  in deferred tax valuation
              
              
              408,300
              
              
              802,700Current
                  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
              
              $
              20,308,300
              
              $
              18,602,700Less
                  valuation allowance
              
              
              (20,308,300
              )
              
              (18,602,700
              )Gross
                  deferred tax asset
              
              
              -
              
              
              -Gross
                  deferred tax liability
              
              
              -
              
              
              -Net
                  deferred tax asset
              
              $
              -
              
              $
              -
  As
        of
        June 30, 2006, realization of The Amacore Group’s net deferred tax assets of
        approximately $20,308,000 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 six months ended June
        30,
        2006 was $408,300.
 
  9
 
 **NOTE 5
        - DUE TO STOCKHOLDERS/OFFICERS**
 
 As
        of
        June 30, 2006, due to stockholders/officers included deferred compensation
        of
        $948,242.
  **NOTE 6
        - ACCOUNTS RECEIVABLE, NET**
  Accounts
        receivable, net of allowance for uncollectibles, was $20,110 as of June 30,
        2006.
 
 **NOTE 7
        - FIXED ASSETS, NET**
 
 As
        of
        June 30, 2006, property and equipment, net of accumulated depreciation of
        $81,003, was $22,066.
 
 **NOTE 8
        - NOTES AND LOANS PAYABLE**
 
 Notes
        and
        loans payable consist of the following as of June 30, 2006:
  **2006**
              
              **2005**Notes
                  payable to investors; bearing interest rates rangingFrom
                  8% to 10% per annum and due through June 2007
              
              $
              692,376
              
              
              -Notes
                  payable to investors and shareholders; bearinginterest
                  ranging from 5.75% through 12% per annum;due
                  through December 2005; currently in default.
              
              $
              686,124
              
              $
              686,124Promissory
                  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
              
              
              1,493,450
              
              $
              801,074
  As
        of
        June 30, 2006, all notes and loans payable were classified as current
        maturities.
  **NOTE
        9 - CONVERTIBLE DEBENTURES**
 
 Convertible
        debentures consist of the following as of June 30, 2006 and December 31,
        2005:
 
 March
                  31, 2006
              
              December
                  31, 2005Face
                  value $129,417, 7% Convertible Debentures, due between February
                  10, 2007
                  and December 27, 2007 (a)
              
              $
              52,387
              
              $
              6,150Face
                  Value $256,,125, 6% Convertible Debentures, due between March 28,
                  2008 and
                  July 15, 2008 (b)
              
              $
              19,498
              
              $
              6,988$
              71,885
              
              $
              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 14 Financial
        Instruments .
        The
        resulting discount amounted to $370,000 which is being amortized through
        periodic charges to interest expense using the effective method.
   10
   As
        of
        June 30, 2006, $240,583 of the debentures had been converted into 13,223,163
        shares of Common stock at conversion rates between $0.0075 and $0.12. The
        conversion resulted in a loss on conversions of $57,608 and $92,124 for the
        six
        months ended June 30, 2006 and the year ended December 31, 2005, respectively,
        and is included in interest expense.
 
 **(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 14 Financial
        Instruments. The
        resulting discount amounted to $400,000 which is being amortized through
        periodic charges to interest expense using the effective method. As of June
        30,
        2006, $168,875 of the debentures had been converted into 7,333,326 shares
        of
        common stock at conversion prices ranging from $0.0075 and $0.0025.
 
 The
        conversion of the debentures becomes mandatory on the third anniversary date
        of
        the final closing. The Company may, at its option, call for the redemption
        of
        all or part of these debentures, at any time prior to their maturity. The
        Company agreed to, and filed a registration statement to cover the resale
        of the
        shares issuable upon the conversion of the debentures. The debentures were
        issued to twelve accredited investors in reliance upon the exemption provided
        under Rule 506 of Regulation D promulgated under the Securities Act of 1933,
        as
        amended.
 
 
 **(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 six months ended June 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 six months ended June 30, 2006 and the year ended December
        31, 2005, respectively.
 **NOTE
          10 - 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
          six months ended June 30, 2006, the Company recorded $3,333 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
        11 - 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 will be accreted to its redemption value of
        $860,000 through periodic charges to retained earnings over the period through
        the redemption date. Accretions on the Series C Preferred Stock amounted
        to
        $353,704 and $221,004 during the six months ended June 30, 2006 and the year
        ended December 31, 2005, respectively.
 
 
 **NOTE
        12 - 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
        13 - EARNINGS (LOSS) PER SHARE**
 
 Earnings
        (loss) per share are computed using the basic and diluted calculations on
        the
        face of the statement of operations. Basic earnings (loss) per share are
        calculated by dividing net income (loss) available to common shareholders
        by the
        weighted average number of shares of common stock outstanding for the period.
        Diluted earnings (loss) per share is calculated by dividing the net income
        (loss) by the weighted average number of shares of common stock outstanding
        for
        the period, adjusted for the dilutive effect of common stock equivalents,
        using
        the treasury stock method. Convertible debt and warrants, officer, employee
        and
        non-employee stock options that are considered potentially dilutive are 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
        14 - 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 are indexed to an
        aggregate of 36,932,378 shares at March 31, 2006 (18,483,214 shares at December
        31, 2005) and are carried at fair value. The following tabular presentation
        sets
        forth information about the derivative financial instruments.
 As
        of and
        for the six months ended June 30, 2006:
 
 Embedded
                  Conversion Features:
              
              7%
                  Convertible
                Debentures
              
              6%
                  Convertible
                Debentures
              
              Series
                  C
                Preferred
              
              Sub-TotalFair
                  value
              
              $
              356,259
              
              $
              397,667
              
              $
              -
              
              $
              753,926Fair
                  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
              )
   12
  
 Warrants:
              
              Warrants
              
              Other
                Warrants
                  (a)
              
              TotalFair
                  value
              
              $
              4,000
              
              $
              123,628
              
              $
              881,553Fair
                  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.
 
 **(b)** Fair
        value for option-based financial instruments is determined using the
        Black-Scholes Valuation Model. Significant assumptions as of June 30, 2006
        for
        the embedded conversion feature on the 7% Convertible Debentures, the embedded
        conversion feature on the 6% Convertible Debentures, the embedded conversion
        feature on the Series C Preferred Stock and the Warrants, respectively,
        included: strike price-$0.01, $0.01, $0.01 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. 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
        15- LITIGATION AND CONTINGENCIES**
 
 At
        June
        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.
   13
   **NOTE
        16 - GOING CONCERN**
  The
        accompanying financial statements have been prepared in conformity with
        accounting principles generally accepted in the United States of America,
        which
        contemplates continuation of The Amacore Group as a going concern. 
However, The Amacore Group has sustained operating losses in recent years. 
Further for the six months ended June 30, 2006, The Amacore Group had negative
        working capital of approximately $4,700,196, a net loss of $696,388 and has
        incurred substantial losses in previous years resulting in an accumulated
        deficit of approximately $54,160,234.  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, 2006.  The
        Company has obtained access to additional financing of up to $10 million
        from
        Dutchess Private Equities Fund (see note 14).
  **NOTE 17
        - SUBSEQUENT EVENTS**
  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.
 
 The
        Company used $531,104 of the funds received from the Series E Preferred stock
        transaction to redeem all of the outstanding May Davis 7% mandatory convertible
        debentures (due in 2007) and the 6% mandatory convertible Divine Capital
        debentures (due in 2008) and related accrued interest. The Company redeemed
        a
        total of $380,692 of principal, $72,517 of interest accrued on the debentures
        and paid a redemption premium of $77,895 to the Divine investors as specified
        in
        the original subscription agreement. In accordance with the subscription
        agreement, the holders of the the debentures could convert all, or any part
        of,
        the debentures into common stock at a price point below the stock market
        price
        on the date of conversion. Redeeming the debentures eliminated the conversion
        and potential sale of these shares at low price points.
 
 To
        date,
        during the third quarter of 2006, the Company, prior to redeeming the
        debentures, issued .7 million shares of common stock as a result of **$** 4,850
        of
        the Divine mandatory convertible, 7% debentures being converted at $0.0075
        per
        share. The Company also issued 4.3 million shares as the result of seven
        accredited investors exercising their warrants; 6.0 million shares were granted
        as consulting fees, and 1.0 million shares were issued as the result of one
        accredited investor converting his promissory note of $10,000.
 
 Also,
        during the third quarter of 2006, the Company has issued $42,000 of one-year
        eight percent promissory notes to three accredited investors, and repaid
        $10,000
        of promissory notes.
 
 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, which is anticipated to commence
        sometime in August 2006. 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
        six months ended June 30, 2006, Amacore Group’s gross revenue of $157,115 was
        approximately $42,000 less than Amacore Group’s gross revenue recorded in the
        same timeframe in 2005 of $198,992. 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 six months
        of
        2005.
  Implementation
        of the wholesale sales has taken longer than anticipated by Amacore Group. 
Several of the private label wholesale agreements provide that Amacore Group’s
        vision plan will be automatically included with all sales offerings of the
        customer’s products or services. Amacore Group anticipates that additional
        commission income will be derived from an agreement with a mail order
        fulfillment provider once the wholesale contracts are implemented.  Amacore
        Group also offers its vision program 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 six months ended June 30, 2006 of $1,069,989
        decreased by approximately **$** 1,219,481
        from the same timeframe in 2005.  Comparison of the more significant
        components of SG&A expenses follows:
  Six
                  Months Ended June 302006
              
              2005
              
              Increase
                (Decrease)Depreciation
              
              $
              3,719
              
              $
              3,787
              
              $
              (68
              )Amortization
                  of intellectual property
              
              
              -
              
              
              57,690
              
              
              (57,690
              )Payroll
                  & Related Expenses
              
              
              590,535
              
              
              750,763
              
              
              (160,228
              )Business
                  Travel/Trade Shows
              
              
              74,843
              
              
              68,530
              
              
              6,313Insurance
              
              
              60,233
              
              
              71,199
              
              
              (10,966
              )Professional/Consulting
                  Fees
              
              
              171,719
              
              
              1,057,398
              
              
              (885,679
              )Rent
              
              
              53,008
              
              
              62,970
              
              
              (9,962
              )All
                  Other SG&A expenses
              
              
              86,165
              
              
              217,133
              
              
              (130,968
              )Total
              
              $
              1,040,222
              
              $
              2,289,470
              
              $
              (1,249,248
              )
   Depreciation
        expense, which is computed on a straight-line method over the assets estimated
        lives, remained nearly the same as the first six months of 2005 as no new
        depreciable assets were added or removed from the depreciable base.
  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 six months ended June 30, 2006 decreased about
        $160,000 **** to
        $590,535, primarily because of the fair value of warrants issued to employees
        during the first half of 2005 of approximately $135,000.
  Insurance
        expense of $60,233 was about $10,966 less than the first six months of 2005
        because fewer employees were covered by the medical plan.
 
 Professional/consulting
        fees for the first six months 2006 of $171,719 were approximately $886,000
        less
        than the same period in 2005 of $1,057,398. 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 six months ended June 30, 2006, of $86,165 declined about
        $131,000 mainly because of $84,000 of financing costs incurred during the
        first
        six months of 2005; nearly $11,000 less in commission expense; approximately
        $14,000 less printing and postage expenses; reduce telephone expenses of
        about
        $10,000, and about an $8,000 reduction in contract labor.
  **Interest
        Expense:**
 
 Interest
        expense for the first six months of 2006 amounted to $282,169 compared to
        $239,209 for the first six 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 six months of 2006 of $62,417
        was
        about $7,000 higher than the $27,340 for the same period in 2005 because
        of
        increased loan amounts outstanding in 2006.
 
 Amortization
        of the discounts on our convertible debentures for the six months ended June
        30,
        2006 amounted to $63,174 compared to $76,611 for the first six 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 six months of 2006 amounted to $11,100 compared to
        $43,960
        for the first six 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 six months ended June
        30,
        2006 amounted to $118,610 compared to $0 for the first six 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 six months ended June 30, 2006 amounted
        to $468,892 compared to $1,218,537 for the six months ended June 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 will result in additional credits to income. However, increases
        in
        our trading stock prices will result in charges to income. We will continue
        to
        adjust our derivative financial instruments to fair value until we achieve
        the
        ability to net-share settle these instruments.
 
 **Net
        loss:**
 
 Our
        net
        loss amounted to $696 ,388
        for
        the six months ended June 30, 2006 compared to **$** 1,111,104
        for the six months ended June 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 $549,810 for the six months ended
        June 30, 2006 compared to $23,017 for six months ended June 30, 2005. Our
        preferred stock was not issued until August 2004; therefore, there are no
        amounts for the same period in the preceding year. 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.
 
 **Loss
        per common share:**
 
 Loss
        per
        common share amounted to $0.02 for the six months ended June 30, 2006 compared
        to $0.04 for the six months ended June 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
        June 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 June 30, 2006 or as of the
        date of
        this report.
 
  SUBSEQUENT
        EVENTS
  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.
   18
   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
 
 The
        Company used $531,104 of the funds received from the Series E Preferred stock
        transaction to redeem all of the outstanding May Davis 7% mandatory convertible
        debentures (due in 2007) and the 6% mandatory convertible Divine Capital
        debentures (due in 2008) and related accrued interest. The Company redeemed
        a
        total of $380,692 of principal, $72,517 of interest accrued on the debentures
        and paid a redemption premium of $77,895 to the Divine investors as specified
        in
        the original subscription agreement. In accordance with the subscription
        agreement, the holders of the the debentures could convert all, or any part
        of,
        the debentures into common stock at a price point below the stock market
        price
        on the date of conversion. Redeeming the debentures eliminated the conversion
        and potential sale of these shares at low price points.
 
 To
        date,
        during the third quarter of 2006, the Company, prior to redeeming the
        debentures, issued .7 million shares of common stock as a result of **$** 4,850
        of
        the Divine mandatory convertible, 7% debentures being converted at $0.0075
        per
        share. The Company also issued 4.3 million shares as the result of investors
        exercising their warrants; 6.0 million shares were granted as consulting
        fees,
        and 1.0 million shares were issued as the result of an investor converting
        his
        promissory note of $10,000.
 
 Also,
        during the third quarter of 2006, the Company has issued $42,000 of one-year
        eight percent promissory notes to three accredited investors, and repaid
        $10,000
        of promissory notes.
 
 
 
 **LIQUIDITY
        AND CAPITAL RESOURCES**
  The
        following table compares The Amacore Group’s cash flows for the six months ended
        June 30:
  2006
              
              2005Net
                  cash used by operating activities
              
              $
              (769,033
              )
              $
              (1,071,932
              )Net
                  cash provided (used) by investing activities
              
              
              50,000
              
              
              350Net
                  cash provided by financing activities
              
              
              758,376
              
              
              1,096,000Net
                  increase or (decrease) in cash
              
              $
              39,342
              
              $
              24,417
 
 We
        funded
        The Amacore Group’s operations through the issuance of notes payable, amounting
        to $974,000 during the first six 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 six months of 2006, the Company issued 5.2 **** million
        shares of common stock as a result of $63,875 of the Divine mandatory
        convertible, 7% debentures being converted, and 11.2 million shares as a
        result
        of **$** 92,250
        of
        the May Davis, 6% mandatory convertible debentures being converted.
 
 Also,
        during the first six months of 2006, the Company issued a **$** 974,000
        one-year, eight percent promissory notes to twenty-four accredited investors.
        Immediately **$** 66,000
        of
        the notes were converted to 2,118,750 shares of common stock at a conversion
        rate ranging from $0.025 **** 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, which is anticipated to commence
        sometime in August 2006. 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.
   19
   In
        March
        2006, another wholesaler, International Med-Care (IMC), reported to the Company
        that it will be enrolling approximately 200,000 new members in May. As of
        August
        1, 2006, IMC had already reported nearly 80,000 new members. Annualized revenue
        from these new members will produce about $420,000.
 
 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.
 
  20


**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 July 11, 2006, for the purpose of reporting
                theCompany’s
                financing arrangement with VICIS Capital Master Fund
                exchangingSeries
                C Preferred Stock for Series D Preferred Stock and the issuance of
                Series
                EPreferred
                Stock.













21








**Signatures**





In
      accordance with the requirements of the Exchange Act, the registrant has caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.





THE
                AMACORE GROUP, INC.Date:
                August 17, 2006by:
                /s/ James L. KoenigJames
                L. KoenigActing
                Chief Financial Officer











22





**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














23