**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      DC 20549**




**FORM
      10-QSB**


Amendment
        No.
        1


(Mark
      One)


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


For
      the
      quarterly period ended September 30, 2006





o     
      Transition report under Section 13 or 15(d) of the Exchange Act


For
      the
      transition period from ______ to ____________








Commission
      file number 0-27889





**THE
      AMACORE GROUP, INC.**





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








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








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








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





Yes x No o


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




Transitional
      Small Business Disclosure Format: Yes o No x






















**THE
      AMACORE GROUP, INC.**





**FORM
      10-QSB**





**INDEX**








PART I
      FINANCIAL INFORMATION





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





2









**PART
      I - FINANCIAL INFORMATION**


**Item
      1.  Financial Statements**


**THE
      AMACORE GROUP, INC.**


**CONSOLIDATED
      BALANCE****SHEETS**





**September
                  30**
              ****
              **Dec.
                  31**
              ********
              ****
              **2006**
              ****
              **2005**
              ********
              ****
              **(Unaudited)**ASSETSCurrent
                  assetsCash
              
              $
              2,796
              
              $
              21,761Accounts
                  receivable
              
              
              28,498
              
              
              25,923Prepaid
                  expenses and deposits
              
              
              28,825
              
              
              42,626Total
                  current assets
              
              
              60,119
              
              
              90,310Fixed
                  assets (net of accumulated depreciation)
              
              
              21,197
              
              
              25,785Intellectual
                  property (net of accumulated amortization)
              
              
              -
              
              
              92,051Total
                  assets
              
              $
              81,316
              
              $
              208,146LIABILITIES
                  AND STOCKHOLDERS’ EQUITY (DEFICIT)Current
                  liabilitiesAccounts
                  payable
              
              $
              801,912
              
              $
              848,833Loans
                  and notes payable
              
              
              1,492,450
              
              
              801,074Accrued
                  expenses and payroll taxes
              
              
              520,266
              
              
              649,004Deferred
                  compensation - related party
              
              
              930,000
              
              
              783,801Deferred
                  revenues
              
              
              7,580
              
              
              8,766Derivative
                  financial instruments
              
              
              -
              
              
              1,982,604Total
                  current liabilities
              
              
              3,752,209
              
              
              5,074,083Long
                  Term LiabilitiesConvertible
                  debenture
              
              
              -
              
              
              13,138Deferred
                  revenue
              
              
              35,008
              
              
              37,365Total
                  long-term liabilities
              
              
              35,008
              
              
              50,503Total
                  liabilities
              
              
              3,787,216
              
              
              5,124,586Redeemable
                  Preferred Stock:Series
                  C, mandatory convertible stock, 86 shares authorized; 0 and 86
                  shares
                  issued and outstanding, respectively. (aggregate liquidation value:
                  $860,000)
              
              
              -
              
              
              244,021Stockholders’
                  Equity (Deficit)Preferred
                  Stock, $.001 par value, 20,000,000 shares authorized;
                Series
                  A convertible preferred stock;1,500
                  shares authorized; 155 and 155 shares issued andoutstanding
                  respectively (aggregate liquidation value: $155,000.)
              
              
              -
              
              
              -Series
                  D convertible preferred stock; 86 shares authorized; 86 shares
                  issued and
                  outstanding at 9/30/06
              
              
              -
              
              
              -Series
                  E convertible preferred stock; 84 shares authorized; 84 shares
                  issued and
                  outstanding at 9/30/06
              
              
              -
              
              
              -Common
                  stock A ($.001 par value; 500,000,000 shares authorized;88,654,580
                  and 45,496,840 shares issued and outstanding,
                  respectively.)
              
              
              88,654
              
              
              45,497Common
                  stock B ($.001 par value; 120,000,000 shares authorized;3,302,802
                  shares and 4,302,802 shares issued and
                  outstanding, respectively.)
              
              
              3,303
              
              
              4,303Additional
                  paid-in capital
              
              
              50,483,077
              
              
              47,712,559Accumulated
                  deficit
              
              
              (54,280,936
              )
              
              (52,922,820
              )Total
                  stockholders’ equity (deficit)
              
              
              (3,705,901
              )
              
              (5,160,461
              )Total
                  liabilities and stockholders’ equity (deficit)
              
              $
              81,316
              
              $
              208,146




**See
      Notes to consolidated financial statements**







3












**THE
      AMACORE GROUP, INC.**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**






**FOR
                THE THREE**
              **MONTHS
                ENDED**
            
            **FOR
                THE NINE**
              **MONTHS
                ENDED****September
                30**
            
            **September
                30**
            
            **September
                30**
            
            **September
                30****2006**
            
            **2005**
            
            **2006**
            
            **2005****(Unaudited)**
            
            **(Unaudited)**
            
            **(Unaudited)**
            
            **(Unaudited)**REVENUESMembership
                fees
            
            $
            93,549
            
            $
            134,144
            
            $
            250,660
            
            $
            332,899OPERATING
                EXPENSESDepreciation
            
            
            1,877
            
            
            1,733
            
            
            5,596
            
            
            5,520Amortization
                of Intellectual property
            
            
            -
            
            
            28,845
            
            
            -
            
            
            86,535Rent
            
            
            13,574
            
            
            32,890
            
            
            66,582
            
            
            95,860Consulting
                expense
            
            
            100,208
            
            
            139,010
            
            
            202,209
            
            
            1,012,564Payroll
                expense
            
            
            281,133
            
            
            279,487
            
            
            871,668
            
            
            1,030,251Professional
                expense
            
            
            52,005
            
            
            53,654
            
            
            121,723
            
            
            237,498Insurance
                expense
            
            
            30,096
            
            
            30,546
            
            
            90,329
            
            
            101,345Travel
                and entertainment
            
            
            56,787
            
            
            36,220
            
            
            128,130
            
            
            98,786Contract
                labor
            
            
            16,662
            
            
            17,800
            
            
            44,662
            
            
            53,215Bad
                debt expense
            
            
            -
            
            
            -
            
            
            4,656
            
            
            -Office
                expense
            
            
            11,974
            
            
            5,578
            
            
            29,759
            
            
            27,399Telephone
            
            
            10,660
            
            
            10,947
            
            
            25,788
            
            
            36,424Trade
                shows
            
            
            1,548
            
            
            8,889
            
            
            5,048
            
            
            14,853Selling,
                general and administrative expenses
            
            
            16,603
            
            
            70,433
            
            
            39,993
            
            
            205,252Total
                expenses
            
            
            595,921
            
            
            716,032
            
            
            1,636,143
            
            
            3,005,502Operating
                income/(loss) from operations before other income and
                expense
            
            
            (502,372
            )
            
            (581,888
            )
            
            (1,385,483
            )
            
            (2,672,603
            )OTHER
                INCOME (EXPENSE)Interest
                expense
            
            
            (40,356
            )
            
            (175,492
            )
            
            (322,525
            )
            
            (414,701
            )Gain
                on extinguishment of debt
            
            
            493,695
            
            
            123,553
            
            
            493,695
            
            
            123,553Derivative
                instrument income (expense), net
            
            
            -
            
            
            439,274
            
            
            468,892
            
            
            1,657,811Total
                other income (expense)
            
            
            453,339
            
            
            387,335
            
            
            640,062
            
            
            1,366,663Net
                Loss
            
            
            (49,033
            )
            
            (194,553
            )
            
            (745,421
            )
            
            (1,305,940
            )Preferred stock
                dividends and accretions
            
            
            124,437
            
            
            (60,282
            )
            
            (425,373
            )
            
            (112,276
            )Net
                Loss Applicable to Common Stockholders
            
            $
            75,404
            
            $
            (254,835
            )
            $
            (1,170,794
            )
            $
            (1,418,216
            )Basic
                and diluted loss per common share
            
            $
            0.00
            
            $
            (0.01
            )
            $
            (0.01
            )
            $
            (0.04
            )Basic
                and diluted weighted average number of common shares
                outstanding
            
            
            63,509,893
            
            
            34,235,302
            
            
            82,408,259
            
            
            31,654,127





**See
      notes to consolidated financial statements**








4







**THE
      AMACORE GROUP, INC.**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**Nine
      Months ended September 30, 2006 and 2005**


**2006**
                    
                    **2005****(Unaudited)****(Unaudited)**
                    
                    **(Restated)**Cash
                        flow from operating activitiesNet
                        loss
                    
                    $
                    (745,421
                    )
                    $
                    (1,305,940
                    )Adjustment
                        to reconcile net loss to net cash provided by (used)
                      in operating activitiesIssuances
                        of shares and warrants for services and interest
                    
                    
                    -
                    
                    
                    967,678Depreciation
                    
                    
                    5,596
                    
                    
                    5,520Amortization
                        of intellectual property
                    
                    
                    -
                    
                    
                    86,535Amortization
                        of discount on convertible debt
                    
                    
                    214,872
                    
                    
                    187,505Derivative
                        Instrument (income) expense, net
                    
                    
                    (468,892
                    )
                    
                    (1,657,811
                    )Derivative
                        Interest expense
                    
                    
                    -
                    
                    
                    36,712Preferred
                        stock dividends and accretions
                    
                    
                    (425,373
                    )
                    
                    -Changes
                        in operating assets and liabilities(Increase)
                        decrease in accounts receivables
                    
                    
                    (2,575
                    )
                    
                    35,573(Increase)
                        decrease in prepaid expenses
                    
                    
                    13,801
                    
                    
                    87,334Increase)
                        decrease in other current assets
                    
                    
                    -
                    
                    
                    46,050Increase
                        (decrease) in accounts payable and accrued expenses
                    
                    
                    (90,288
                    )
                    
                    115,759Increase
                        (decrease) in deferred compensation
                    
                    
                    146,199
                    
                    
                    123,626Increase
                        (decrease) in deferred revenue
                    
                    
                    (3,543
                    )
                    
                    (106,361
                    )Net
                        cash provided (used) by operating activities
                    
                    
                    (1,355,624
                    )
                    
                    (1,377,820
                    )Cash
                        flow from investing activitiesPurchase
                        of property and equipment
                    
                    
                    (1,008
                    )
                    
                    -Sale
                        of property and equipment
                    
                    
                    50,000
                    
                    
                    350Net
                        cash provided (used) by investing activities
                    
                    
                    48,992
                    
                    
                    350Cash
                        flow from financing activitiesProceeds
                        from sales of common stock
                    
                    
                    -
                    
                    
                    37,500Proceeds
                        from issuance of Preferred stock
                    
                    
                    840,000
                    
                    
                    -Proceeds
                        from exercise of warrants
                    
                    
                    22,500
                    
                    
                    -Proceeds
                        from long-term debt
                    
                    
                    -
                    
                    
                    400,000Proceeds
                        from short term borrowings loans and notes payable
                    
                    
                    1,104,000
                    
                    
                    944,700Payments
                        on and redemption of convertible notes
                    
                    
                    (678,833
                    )
                    
                    (7,000
                    )Net
                        cash provided by financing activities
                    
                    
                    1,287,667
                    
                    
                    1,375,200Increase
                        (decrease) in cash
                    
                    
                    (18,965
                    )
                    
                    (2,270
                    )Beginning
                        cash and cash equivalents
                    
                    
                    21,761
                    
                    
                    7,408Ending
                        cash and cash equivalents
                    
                    $
                    2,796
                    
                    $
                    5,138Supplemental
                        disclosuresInterest
                        paid
                    
                    $
                    72,517
                    
                    $
                    -Common
                        stock and warrants issued forservices
                    
                    $
                    6,666
                    
                    $
                    725,199Taxes
                        paid
                    
                    $
                    -
                    
                    $
                    -






**See
      notes to consolidated financial statements**







5








**PART
      I - FINANCIAL INFORMATION**





**THE
      AMACORE GROUP, INC.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**(Unaudited)**





**NOTE
      1 - NATURE OF OPERATIONS**




The
      Amacore Group, Inc. (The Amacore Group) markets vision care benefit plans and
      enhancements to plans provided by others. The Amacore Group's benefit plans
      and
      plan enhancements provide members and members of its plan sponsors (employers,
      associations and other organizations) the opportunity to obtain discounted
      The
      Amacore Group services and products from The Amacore Group’s national network of
      ophthalmic physicians, optometrists, eyewear suppliers, etc. The Amacore Group
      changed its name from Eye Care International, Inc. to The Amacore Group, Inc.
      as
      of March 31, 2005. These financial statements reflect the new name
      throughout.





September
      30, 2006 results may not be indicative of the results for the entire 2006 year.
      Management has made all recurring normal; adjustments to the books and records
      and financial statements.




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




**Principles
      of Consolidation**





The
      consolidated financial statements as of and for the three months and nine months
      ended September 30, 2006 and 2005 include the accounts of The Amacore Group,
      Inc. and its wholly-owned subsidiary LBI, Inc. Significant intercompany balances
      and transactions have been eliminated in consolidation.




**Industry
      Segment**





The
      activities of LBI Inc. are immaterial for the first nine months of 2006 and
      2005
      and therefore are not reported as a segment since in management’s opinion; they
      do not utilize the results of LBI Inc’s operations in decision making relating
      to the allocation of resources and in the resulting assessment of their overall
      performance.





**Cash
      and Cash Equivalents**





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





**Intangible
      assets**





Intangible
      assets consist primarily of intellectual property. Effective January 1,
      2004 in accordance with SFAS 142. “Goodwill and Other Intangibles”, intangible
      assets with an indefinite life, namely goodwill is not amortized.
      Intangible assets with a definite life are amortized on a straight-line basis
      with estimated useful lives of 3-20 years. Indefinite lived intangible assets
      will be tested for impairment yearly and will be tested for impairment between
      the annual tests should an event occur or should circumstances change that
      would
      indicate that the carrying amount may be impaired. The Amacore Group had
      selected July 1, as the annual date to test these assets for impairment. The
      unamortized balance of the intellectual property as of December 31, 2005 was
      approximately **$** 92,051.
      Based on the analysis of all relevant information at December 31, 2005, an
      impairment of approximately $2.3 million was recorded in 2005. The asset was
      sold in March 2006 for $50,000 and the return of 1.75 million shares of the
      Company’s common stock previously issued in the acquisition of the
      asset.




**Impairment
      of Assets**






In
        accordance with the provisions of Statement of Financial Accounting Standard
        No.
        144, Accounting for the Impairment or Disposal of Long-Lived Assets, The
        Amacore
        Group’s policy is to evaluate whether there has been a permanent impairment in
        the value of long-lived assets, certain identifiable intangibles and goodwill
        when certain events have taken place that indicate the remaining unamortized
        balance may not be recoverable. When factors indicate that the intangibles
        assets should be evaluated for possible impairment, The Amacore Group uses
        an
        estimate of related undiscounted cash flows. Factors considered in the valuation
        include current operating results, trends and anticipated undiscounted future
        cash flows. There were no impairment losses recorded during the first nine
        months ended September 30, 2006 or for the year 2005 other than the
        PhotoScreener noted below.











6








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





**Concentration
      of Credit Risk**





Concentrations
      of credit risk with respect to sales to customers existed for 2005 in that
      approximately 24% of total sales were to a single plan sponsor, down from 46%
      in
      2004. The concentration of sales to one sponsor to that extent creates a risk
      that if that customer is lost, revenues would be significantly affected. The
      Amacore Group continues to expand its customer base, and expects to reduce
      the
      impact of that one customer in 2006 by the addition of several other significant
      plan sponsors.




**Intellectual
      Property**





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





**Estimates**




The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the reported amounts of assets and liabilities and disclosure of
      contingent assets and liabilities at the date of the financial statements and
      the reported amounts of revenues and expenses during the reporting period.
      Actual results could differ from those estimates




**Revenues
      and Commissions Recognition**




Revenues
      from memberships are recognized over the life of the memberships which generally
      are one year from the month after a member signs up for the program. However
      The
      Amacore Group also sells smaller amounts of two and three year memberships
      which
      are amortized over their respective periods. The Amacore Group recognizes income
      from the sale of memberships on a wholesale basis over the life of the contract
      (where applicable) or on a month to month basis as plan sponsors report usage
      of
      memberships.  The Amacore Group also receives a minor amount of commission
      on sale of products. The Amacore Group receives orders by telephone and uses
      a
      fulfillment center to complete the sale.  Those revenues are recognized
      when the product is shipped and paid for by the customer.  Revenues from
      commissions are immaterial in amount.




**Property
      and Equipment**




Property
      and equipment are recorded at cost.  Depreciation is calculated using the
      straight line method over the estimated useful lives of the assets, generally
      ranging from 5 to 7 years. Additions and major improvements to property and
      equipment are capitalized. Repair and maintenance expenditures are charged
      to
      expense as incurred. As property or equipment is sold or retired, the applicable
      cost and accumulated depreciation are eliminated from the accounts and any
      gain
      or loss is recorded.





7








**Accounts
      Receivable**




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




**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 10).





**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 13).





**Income
      Taxes**




The
      Amacore Group has adopted SFAS 109.  The Amacore Group has not made a
      provision for income tax purposes due to incurring losses since inception. 
There is no current tax expense, and after consideration of a valuation
      allowance, there is no deferred tax benefit.








**Loss
      Per Common Share**




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





8








**NOTE 3
      - INCOME TAXES**




For
      the nine months ended September 30, 2006 and 2005, the temporary differences
      between book income and taxable income consisted of the derivative financial
      instrument income (expense).  Computation of any deferred tax asset is
      computed by multiplying these temporary differences by the approximate
      applicable tax rate of 34 percent.  The Amacore Group has had continued
      operating losses since inception and the prospect for utilization is remote
      therefore, no deferred tax liabilities or assets have been
      recorded.




Income
      taxes for the nine months ended September 30, 2006 and 2005 differs from the
      amounts computed by applying the effective income tax rate of 34% to income
      before income taxes as a result of the following:







2006
            
            2005Computed
                tax (benefit) expense at the statutory rate 34%
            
            
            (253,400
            )
            
            (444,000
            )Permanent
                difference - Derivative Income/(Expense) and Other
            
            
            (181,200
            )
            
            (580,400
            )(434,600
            )
            
            (1,024,400
            )Change
                in deferred tax valuation
            
            
            434,600
            
            
            1,024,400Current
                income tax expense (benefit)
            
            
            -
            
            
            -




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







2006
            
            2005(Restated)Deferred
                tax assets:Net
                operating loss carry forward
            
            $
            20,334,600
            
            $
            18,824,500Less
                valuation allowance
            
            
            (20,334,600
            )
            
            (18,824,500
            )Gross
                deferred tax asset
            
            
            -
            
            
            -Gross
                deferred tax liability
            
            
            -
            
            
            -Net
                deferred tax asset
            
            $
            -
            
            $
            -




As
      of September 30, 2006, realization of The Amacore Group’s net deferred tax
      assets of approximately $20,334,600 is not considered more likely than not,
      and
      accordingly, a valuation allowance of an equal amount was provided. The net
      change in the total valuation allowance during the nine months ended September
      30, 2006 was $434,600.





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





As
      of September 30, 2006, due to stockholders/officers included deferred
      compensation of **$** 930,000.




**NOTE 5
      - ACCOUNTS RECEIVABLE, NET**




Accounts
      receivable, net of allowance for uncollectibles, was $28,498 as of September
      30,
      2006.











9





**NOTE 6
      - FIXED ASSETS, NET**





As
      of September 30, 2006, property and equipment, net of accumulated depreciation
      of $82,879, was $21,197.





**NOTE 7
      - NOTES AND LOANS PAYABLE**





Notes
      and loans payable consist of the following as of September 30:




**2006**
            
            
            **2005**Notes
                payable to investors; bearing interest rates rangingFrom
                8% to 10% per annum and due through September 2007
            
            $
            691,376
            
            
            -Notes
                payable to investors and shareholders; bearinginterest
                ranging from 5.75% through 12% per annum;due
                through December 2005; currently in default.
            
            $
            686,124
            
            $
            718,500Promissory
                note payable to shareholder investor;bearing
                1.53% interest per annum through June 2004,increasing
                to 15% thereafter; currently in default.
            
            
            114,950
            
            $
            114,950Total
                notes and loans payable
            
            
            1,492,450
            
            $
            833,450




As
      of September 30, 2006, all notes and loans payable were classified as current
      maturities.




**NOTE
      8—CONVERTIBLE DEBENTURES**





Convertible
      debentures consist of the following as of September 30, 2006 and December 31,
      2005:





**September
                30, 2006**
            
            **December
                31, 2005**7%
                Convertible Debentures, due between February 10, 2007 and December
                27,
                2007 (a)
            
            $
            -
            
            $
            6,1506%
                Convertible Debentures, due between March 28, 2008 and July 15, 2008
                (b)
            
            $
            -
            
            $
            6,988$
            -
            
            $
            13,138





**(a)** During 2004, the Company entered into a debt agreement to issue up to $400,000
        convertible debentures. During the period February 10, 2004 and December
        27,
        2004, $370,000 face value of the debentures was issued. The debentures are
        immediately convertible into common stock of the Company, together with 7%
        interest, which is payable in either cash or common stock, at the option
        of the
        Company. The conversion price is the lesser of (a) 120% of the closing bid
        on
        the closing day, or (b) 75% of the lowest closing bid price of the common
        stock
        during the five trading days immediately preceding the conversion date. Proceeds
        from the 7% Convertible Debentures were allocated first to the embedded
        conversions feature and the residual to the debenture. See Note 13 Financial Instruments .
        The resulting discount amounted to $370,000 which was being amortized through
        periodic charges to interest expense using the effective method. On July
        10,
        2006, the debentures were retired. The payments resulted in a gain on
        extinguishment of debt of $149,814.







10





**(b)** During March 2005, an agreement was signed whereby Divine Capital would raise
        up
        to $1.0 million of three-year, 6% convertible debentures. In March 2005,
        the
        Company received an initial investment of $305,000 from that financing
        arrangement and an additional $95,000 during the second and third quarters
        of
        2005. The debentures are convertible into shares of the Company’s Class A common
        stock at a conversion price equal to 75% of the lowest closing bid price
        per
        share for the twenty days immediately preceding the date of conversion, or
        as
        otherwise provided in the debentures. Proceeds from the 6% convertible
        debentures were allocated first to the embedded conversion feature and the
        residual to the debenture. See Note 12 Financial
        Instruments. The
        resulting discount amounted to $400,000 which was being amortized through
        periodic charges to interest expense using the effective method. On July
        10,
        2006 the debentures were retired. The payment resulted in a gain on
        extinguishment of debt of $343,881.





**(c)** The effective interest rate used to amortize the debt discount on the 7%
      Convertible Debentures and the 6% Convertible Debentures amounted to 171.03%
      and
      170.99%, respectively. Amortization of the discounts, which is included in
      interest expense, amounted to $96,261 **** and
      $61,275 during the nine months ended September 30, 2006 and the year ended
      December 31, 2005, respectively.





**(d)** The 7% Convertible Debenture and the 6% Convertible Debenture Agreements provide
      for liquidating damages to the investor if the Company does not obtain an
      effective registration statement covering securities into which these
      instruments can be converted. Liquidating damages under these terms commence
      150
      days following the closing of each traunch of financing. The Company has
      recorded liquidating damages of **$** 11,100 **** and
      $87,920 during the nine months ended September 30, 2006 and the year ended
      December 31, 2005, respectively.





**NOTE
      9 - STOCK OPTION/WARRANT PLANS**





Effective
      January 1, 2006, the Company was required to adopt Statement of Financial
      Accounting Standards (SFAS) No. 123R “Share Based Payment” (SFAS 123R) which
      replaces SFAS 123 and SFAS 148, and supersedes Accounting Principles Board
      (APB)
      Opinion No. 25 “Accounting for Stock Issued to Employees.” SFAS 123R requires
      the cost relating to share-based payment transactions in which an entity
      exchanges its equity instruments for goods and services from either employees
      or
      non-employee be recognized in the financial statements as the goods are received
      or when the services are rendered. That cost will be measured based on the
      fair
      value of the equity instrument issued.





For
      the
      nine months ended September 30, 2006, the Company recorded $6,666 compensation
      expense representing the vested portion of the warrants granted in the period
      then ended.





The
      estimated fair value of the warrants granted was determined using the
      Black-Scholes method with the following assumptions used: Strike price- $.025,
      Dividend yield 0%, Option term-one year, Expected volatility - 142% and
      Risk-free interest rate - 4.93%. The total fair value of the warrants granted
      was $10,000.





**NOTE
      10—PREFERRED STOCK**





Series
      C Mandatory Redeemable Preferred Stock :





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





Each
      share of Series C Preferred Stock may be converted at any time until July 30,
      2006, when conversion becomes mandatory. At the time of conversion, each share
      shall be deemed to have a value of $10,000 and is convertible into Class A
      common stock at the lesser of $2.88 per common share or 75% of the lowest
      closing bid price during the five days immediately prior to the conversion.
      As
      part of the agreements with these two entities, the Company agreed to register
      shares which are issuable upon the conversion of the Warrants and the Series
      C
      Convertible Preferred Stock. In addition, for each share of Series C Convertible
      Preferred Stock purchased by them, they have the right to purchase up to 1%
      of
      the issuances of equity securities issued under subsequent funding transactions.





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





11








As
      a result of the aforementioned allocation, the Series C Preferred Stock had
      no
      initial carrying value, but it wiould have been accreted to its redemption
      value
      of $860,000 through periodic charges to retained earnings over the period
      through the redemption date. Accretions on the Series C Preferred Stock amounted
      to $399,873 and $221,004 during the nine months ended September 30, 2006 and
      the
      year ended December 31, 2005, respectively.





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





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





**NOTE
      11 - COMMON STOCK**




In
      August 2005, The Amacore Group received approval from its shareholders, to
      increase its authorized shares from one hundred twenty million shares to six
      hundred forty million shares. The authorized shares for Class A common stock
      was
      increased from eighty million shares to five hundred million shares; its Class
      B
      shares from twenty million shares to one-hundred twenty million shares and
      its
      preferred shares remained at twenty million shares.




The
      Company’s authorized shares of common stock consist of two classes; 500,000,000
      authorized Class A, and 120,000,000 authorized Class B. On all matters required
      by law to be submitted to a vote of the holders of common stock, each share
      of
      Class A common stock is entitled to one vote per share, and each share of Class
      B common stock is entitled to five votes per share.




**NOTE
      12 - EARNINGS (LOSS) PER SHARE**





Earnings
      (loss) per share are computed using the basic and diluted calculations on the
      face of the statement of operations. Basic earnings (loss) per share are
      calculated by dividing net income (loss) available to common shareholders by
      the
      weighted average number of shares of common stock outstanding for the period.
      Diluted earnings (loss) per share is calculated by dividing the net income
      (loss) by the weighted average number of shares of common stock outstanding
      for
      the period, adjusted for the dilutive effect of common stock equivalents, using
      the treasury stock method. Convertible debt and warrants, officer, employee
      and
      non-employee stock options that are considered potentially dilutive are included
      in the fully diluted shares calculation.





Dilutive
      loss per share is considered to be the same as basic loss per share since the
      effect of common stock equivalents are anti-dilutive.




**NOTE
      13—FINANCIAL INSTRUMENTS**





Derivative
      Financial Instruments





The
        caption derivative financial instruments consists of (a) the embedded conversion
        feature bifurcated from the 7% Convertible Debentures, (b) the embedded
        conversion feature bifurcated from the Series C Preferred Stock, (c) the
        Warrants issued in connection with the Series C Preferred Stock, and (d)
        Other
        Warrants. (Also See Note 8—Convertible Debentures and Note 10—Redeemable
        Preferred Stock). These derivative financial instruments were indexed to
        an
        aggregate of 36,932,378 shares at September 30, 2006 (18,483,214 shares at
        December 31, 2005) and were carried at fair value. The following tabular
        presentation sets forth information about the derivative financial
        instruments.





12








As
      of and for the nine months ended September 30, 2006:





Embedded
                Conversion Features:
            
            7%
                Convertible
              Debentures
            
            6%
                Convertible
              Debentures
            
            Series
                C
              Preferred
            
            Sub-TotalFair
                value
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Fair
                value adjustments:Contract
                inception
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -End
                of period
            
            
            420,401
            
            
            (155,815
            )
            
            (1,019,259
            )
            
            (754,673
            )Total
                period (income) loss
            
            $
            420,401
            
            $
            (155,815
            )
            $
            (1,019,259
            )
            $
            (754,673
            )









Warrants:
            
            Warrants
            
            Other
              Warrants
                (a)
            
            TotalFair
                value
            
            $
            -
            
            $
            -
            
            $
            -Fair
                value adjustments:Contract
                inception
            
            $
            -
            
            $
            -
            
            $
            -End
                of period
            
            
            (16,000
            )
            
            (9,850
            )
            
            (468,893
            )Total
                period (income) loss
            
            $
            (16,000
            )
            $
            (9,850
            )
            $
            (468,893
            )











As
      of and for the year ended December 31, 2005:





Embedded
                Conversion Features:
            
            7%
                Convertible
              Debentures
            
            6%
                Convertible
              Debentures
            
            Series
                C
              Preferred
            
            Sub-TotalFair
                value
            
            $
            289,540
            
            $
            520,325
            
            $
            1,019,259
            
            $
            1,829,124Fair
                value adjustments:Contract
                inception
            
            $
            -
            
            $
            360,933
            
            $
            -
            
            $
            360,933End
                of period
            
            
            (57,155
            )
            
            275,407
            
            
            (8,273
            )
            
            209,979Total
                period (income) loss
            
            $
            (57,155
            )
            $
            636,340
            
            $
            (8,273
            )
            $
            570,912








Warrants:
            
            Warrants
            
            Other
              Warrants
                (a)
            
            TotalFair
                value
            
            $
            20,000
            
            $
            133,478
            
            $
            1,982,602Fair
                value adjustments:Contract
                inception
            
            $
            -
            
            $
            -
            
            $
            360,933End
                of period
            
            
            (284,000
            )
            
            (1,750,783
            )
            
            (1,824,804
            )Total
                period (income) loss
            
            $
            (284,000
            )
            $
            (1,750,783
            )
            $
            (1,463,871
            )





**(a)** Effective with the issuance of the 7% Convertible Debentures, the Company no
      longer controlled the ability to physical or net share settle any other
      derivative financial instruments, representing principally warrants to acquire
      common stock, previously executed. As a result, the fair values of then
      outstanding warrants amounting to $3,545,000 were reclassified from stockholders
      equity (deficit) to derivative liabilities. These instruments are adjusted
      to
      fair value until the Company’s ability to settle on a physical or net share
      settlement is regained.





13








**(b)** Significant assumptions as of December 31, 2005 for the embedded conversion
      feature on the 7% Convertible Debentures, the embedded conversion feature on
      the
      6% convertible Debentures, and the embedded conversion feature on the Series
      C
      Preferred Stock and the Warrants, respectively, included: strike price-$0.03,
      $0.03 and $2.40; volatility-249% for all instruments; term-remaining term of
      conversion feature for all instruments; and, risk free rate-3.82% for all
      instruments.





**NOTE
      14- LITIGATION AND CONTINGENCIES**





At
      September 30, 2006, The Amacore Group was involved in various lawsuits, claims
      or disputes arising in the normal course of business.  The settlement of
      such claims cannot be determined at this time.  Management does not believe
      the ultimate outcome of these matters will be significant to its results of
      operations or cash flows.





**NOTE
      15 - GOING CONCERN**




The
      accompanying financial statements have been prepared in conformity with
      accounting principles generally accepted in the United States of America, which
      contemplates continuation of The Amacore Group as a going concern. 
However, The Amacore Group has sustained operating losses in recent years. 
Further for the nine months ended September 30, 2006, The Amacore Group had
      negative working capital of approximately $3,692,090, a net loss of $745,421
      and
      has incurred substantial losses in previous years resulting in an accumulated
      deficit of approximately $5,281,000.  Although these factors raise
      substantial doubt about the ability of The Amacore Group to continue as a going
      concern The Amacore Group has taken several actions to ensure that The Amacore
      Group will continue as a going concern through December 31, 2007.  The
      Company has obtained access to additional financing of up to $10 million from
      Dutchess Private Equities Fund. In October 2006 the Company also received a
      bridge loan from Vicis Capital Master Funds and signed a Securities Purchase
      Agreement in conjunction with the bridge loan, indicating their interest in
      providing additional support, in addition to the funding provided through the
      sale of the Series E preferred stock.




**NOTE 16
      - SUBSEQUENT EVENTS**





In
      October 2006, the Company entered into a convertible Promissory Note (Bridge
      Loan) and a Securities Purchase Agreement with Vicis Capital Master Fund. The
      Company issued a convertible promissory note for $550,000 and immediately
      received $500,000 which is net of $25,000 for legal fees and $25,000 prepaid
      interest. Under the terms of the agreements the maturity of the Note is December
      31, 2006, but may converted into common stock of the Company at a conversion
      price yet to be determined.





The
      Company also repaid $13,000 of promissory notes during the fourth quarter of
      2006.





In
      March
      2006, the Company and a wholesale client, Motivano, reached an out-of-court
      settlement in regards to a lawsuit the Company had filed to enforce its right
      to
      audit the books and records of the wholesaler. The wholesaler agreed to allow
      an
      audit of its books and records. Although the outcome of the audit is not known,
      the Company expects that additional revenues are due to the Company for
      memberships that have not been reported and thus fees not remitted.






















14







**MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION** **AND
      RESULTS OF OPERATION**






CAUTIONARY
      STATEMENTS FOR FORWARD-LOOKING INFORMATION




We
      made forward-looking statements (within the meaning of the Private Securities
      Litigation Reform Act of 1995) in this report that are subject to risks and
      uncertainties, such as statements about our plans, objectives, projections,
      expectations, assumptions, strategies, or future events. Other written or oral
      statements, which constitute forward-looking statements, also may be made from
      time to time by or on behalf of the Amacore Group.  Words such as "may,"
      "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates,"
      "will," "should," "could," variations of such words, and similar expressions
      are
      intended to identify such forward-looking statements.  Similarly,
      statements that describe future plans, objectives, or goals also are
      forward-looking statements.  These statements are not guarantees of future
      performance and are subject to a number of risks, uncertainties, and other
      factors, including those discussed below and elsewhere in this report, that
      could cause actual results to differ materially from future results,
      performances, or achievements expressed or implied by such forward-looking
      statements. Consequently, reliance should not be placed on these forward-looking
      statements. The Amacore Group undertakes no obligation to update publicly any
      forward-looking statements, whether as a result of new information, future
      events or otherwise.




Factors
      that could cause actual results to differ materially from what is expressed
      or
      forecasted in such forward-looking statements include, but are not limited
      to:
      (i) the inability of The Amacore Group's products to attain broad market
      acceptance; (ii) inability of The Amacore Group to complete its product
      development; (iii) the impact of competitive products and pricing; (iv) The
      Amacore Group's ability to expand its sales and marketing programs; (vii)
      dependence on key personnel; (ix) the availability, terms and deployment of
      capital; and (x) general economic and business conditions. Subsequent written
      and oral forward-looking statements attributable to us or persons acting on
      our
      behalf are expressly qualified in their entirety by the cautionary statements
      set forth above and contained elsewhere in this Annual Report on Form
      10-KSB.




**Introductory
      Overview**




Amacore
      Group originally began selling memberships in its discount vision program to
      retail customers in an effort to prove that a vision discount plan with an
      ophthalmologic (Eye M.D.) panel included would be not only accepted, but
      desired, by the general public and prove to other marketers of various health
      plans of the benefits of including such a plan in their products. The Amacore
      Group sold the plan on a retail only basis for many years proving that the
      general public did desire to have a vision plan with medical coverage before
      it
      was determined that it was time to change its emphasis to marketing its plan
      to
      other marketers of health benefit plans (“wholesalers”). Marketing programs on a
      retail basis requires a broad national marketing staff which The Amacore Group
      was not financially prepared to support, whereas a much smaller staff is needed
      to market to others on a wholesale basis. During the transition period, revenues
      decreased and losses were incurred, but Amacore Group has continued to market
      the plan on a retail basis with less emphasis and has devoted most of its time
      to developing contractual relationships with other marketers of various health
      plans, including, but not limited to, insurance companies and marketers of
      other
      discount plans such as dental, vision (without a vision medical component),
      and
      prescription drugs. Amacore Group has numerous wholesale contracts in place
      but
      these contracts have not produced a substantial amount of revenue as quickly
      as
      anticipated by management. This, combined with reduced retail revenue, have
      caused revenues to suffer. Amacore Group continues to place its emphasis on
      marketing its plan to wholesalers and believes it now has contracts that are
      either in place or near completion of negotiations for new contracts, which
      management anticipates will generate an increasing level of revenues for 2006
      and subsequent years.




In
      late 2004, The Amacore Group acquired another company, LBI Brokerage, a managing
      general agency for group health and life insurance products (products that
      are
      synergistic with The Amacore Group’s vision plan). A managing general agency is
      an agency appointed by an insurance company for the express purpose of
      distributing its products to downline general agents and in turn to market
      its
      product line (including The Amacore Group’s vision plan) downline to its agents
      and producers. LBI has been appointed the managing general agency for
      Transamerica, which is a part of the AEGON Insurance Group, one of the top
      50
      largest public financial companies in the world, ranked by
      assets.




The
      following discussion and analysis of our financial condition and results of
      operation should be read in conjunction with the financial statements and notes
      thereto appearing elsewhere in this report.





15








**RESULTS
      OF OPERATIONS**




**Revenue:**




For
      the nine months ended September 30, 2006, Amacore Group’s gross revenue of
      $250,660 was approximately $82,000 less than Amacore Group’s gross revenue
      recorded in the same timeframe in 2005 of $332,899. The decrease was primarily
      attributable to the recognition of revenues received in late 2004 from a
      wholesale customer but deferred, and then partially earned/recognized during
      the
      first nine months of 2005.




Implementation
      of the wholesale sales has taken longer than anticipated by Amacore Group. 
Several of the private label wholesale agreements provide that Amacore Group’s
      vision plan will be automatically included with all sales offerings of the
      customer’s products or services. Amacore Group anticipates that additional
      commission income will be derived from an agreement with a mail order
      fulfillment provider once the wholesale contracts are implemented.  Amacore
      Group also offers its vision program to the general public through its
      website, www.ecivisionplan.com.




**Selling,
      General and Administrative Expenses (SG&A):**




Amacore
      Group’s SG&A expenses for the nine months ended September 30, 2006 of
      $1,636,143 decreased by **$** 1,369,359
      from the same timeframe in 2005.  Comparison of the more significant
      components of SG&A expenses follows:




Nine
                  Months Ended September 302006
              
              2005
              
              Increase
                (Decrease)Depreciation
              
              $
              5,596
              
              $
              5,520
              
              $
              76Amortization
                  of intellectual property
              
              
              -
              
              
              86,535
              
              
              (86,535
              )Payroll
                  & Related Expenses
              
              
              871,668
              
              
              1,030,251
              
              
              (158,583
              )Business
                  Travel/Trade Shows
              
              
              133,178
              
              
              113,639
              
              
              19,539Insurance
              
              
              90,329
              
              
              101,345
              
              
              (11,016
              )Professional/Consulting
                  Fees
              
              
              323,932
              
              
              1,250,062
              
              
              (926,130
              )Rent
              
              
              66,582
              
              
              95,860
              
              
              (29,278
              )All
                  Other SG&A expenses
              
              
              144,858
              
              
              322,290
              
              
              (177,432
              )Total
              
              $
              1,636,143
              
              $
              3,005,502
              
              $
              (1,369,359
              )






Depreciation
      expense, which is computed on a straight-line method over the assets estimated
      lives, remained nearly the same as the first nine months of 2005 because the
      depreciable asset base was nearly the same for both periods.




Since
        the PhotoScreener (intellectual property) was sold in 2006, there was no
        amortization during 2006, while amortization during the same period last
        year
        totaled $86,535.





Salaries
      and related expenses for the nine months ended September 30, 2006 decreased
      $158,583 **** to
      $871,668, primarily because of the fair value of warrants issued to employees
      during the first nine months of 2005 of approximately $135,000, along with
      accrued vacation booked in 2006.




Insurance
      expense of $90,329 was $11,016 less than the first nine months of 2005 because
      fewer employees were covered by the medical plan.





Professional/consulting
      fees for the first nine months 2006 of $323,932 were $926,130 less than the
      same
      period in 2005 of $1,250,062. In 2005, The Amacore Group issued stock and/or
      warrants to consultants/attorneys and the resultant non-cash charge to expense
      was approximately $646,000. In addition, in 2005 the Company accrued $32,000
      for
      a legal matter; legal activity was significantly higher as was the Company’s use
      of consultants.





16







Other
      expenses for the nine months ended September 30, 2006, of $144,858 declined
      $177,432 mainly because of $89,900 of financing costs incurred during the first
      nine months of 2005; nearly $22,000 less in commission expense; approximately
      $22,000 less printing and postage expenses; reduce telephone expenses of about
      $10,000, a $9,000 reduction in contract labor, and $27,000 less advertising
      expense.




**Interest
      Expense:**





Interest
      expense for the first nine months of 2006 amounted to $322,525 compared to
      $414,701 for the first nine months of 2005. Interest expense includes a number
      of components including (a) interest on our notes payable, (b) amortization
      of
      the discount on our convertible debentures, using the effective method, (c)
      liquidating damages on our convertible debentures for not obtaining an effective
      registration statement related to securities into which the debentures are
      convertible and (d) losses on the conversion of convertible
      debentures.





Interest
      expense on our notes payable for the first nine months of 2006 of $96,625 was
      about $20,000 higher than the $76,460 for the same period in 2005 because of
      increased loan amounts outstanding in 2006.





Amortization
      of the discounts on our convertible debentures for the nine months ended
      September 30, 2006 amounted to $63,174 compared to $76,611 for the first nine
      months of 2005. Applying the effective interest method to the amortization
      of
      debt discounts results in increasing charges to interest expense as such
      discounts are amortized. Accordingly, our interest expense arising from
      amortization of discounts will increase through the maturity dates of the
      debentures, unless they are converted.





Liquidating
      damages for the first nine months of 2006 amounted to $11,100 compared to
      $43,960 for the first nine months of 2005. Liquidating damages will continue
      accrue at 2% of the face value of the convertible debentures each month until
      an
      effective registration statement for the underlying securities is obtained.





The
      loss on the conversion of convertible debentures during the nine months ended
      September 30, 2006 amounted to $118,610 compared to $0 for the first nine months
      of 2005. Losses on conversions of convertible debentures may continue to arise
      if the creditors convert their securities.





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





Derivative
      instrument income (expense), net for the nine months ended September 30, 2006
      amounted to $468,892 compared to $1,657,811 for the nine months ended September
      30, 2005. Derivative instrument income arises from fair value adjustments for
      certain financial instruments, such as warrants to acquire common stock and
      the
      embedded conversion features of debt and preferred instruments that are indexed
      to the Company’s common stock, and are classified as liabilities when either (a)
      the holder possesses rights to net-cash settlement or (b) physical or net share
      settlement is not within the control of the Company. In such instances, net-cash
      settlement is assumed for financial accounting and reporting, even when the
      terms of the underlying contracts do not provide for net-cash settlement. Such
      derivative financial instruments are initially recorded at fair value and
      subsequently adjusted to fair value through charges or credits to income at
      the
      close of each reporting period.





Fair
      value for our option-based derivative financial instruments is determined using
      the Black-Scholes Valuation Model. The Black-Scholes Model requires the
      development of highly-subjective assumptions, such as the expected term of
      exercise and volatility. Changes to these assumptions may arise from both
      internal (e.g. contract renegotiation) and external factors (e.g. changes in
      the
      trading market value of our common stock); such changes may result in material
      changes to the fair values of our derivative financial instruments. The increase
      in the derivative instrument income noted above is largely due to the decline
      in
      the trading stock price of our common stock. Continuing declines in our trading
      stock price could result in additional credits to income. However, increases
      in
      our trading stock prices could result in charges to income. Since the
      convertible debentures were redeemed on July 10, 2006, the derivative financial
      instruments have been satisfied as of that date and will no longer result in
      income or expense..





**Net
      loss:**





Our
      net loss amounted to **$** 745,421
      for the nine months ended September 30, 2006 compared to **$** 1,305,940
      for the nine months ended September 30, 2005. The significant decline in our
      net
      loss is more fully discussed above in the details of changes in our account
      balances





17








**Preferred
      stock dividends and accretions:**





Preferred
      stock dividends and accretions amounted to $425,373 for the nine months ended
      September 30, 2006 compared to $112,276 for nine months ended September 30,
      2005. Preferred stock will continue to be accreted and cumulative dividends
      will
      continue to be recorded until either (a) the preferred stock is fully accreted
      to its $860,000 redemption value or (b) the preferred stock is converted into,
      or redeemed for, common stock. As of July 10, 2006, the Series C preferred
      stock
      was exchanged for Series D preferred stock and no longer is subject to the
      accretion computations and the Series D preferred stock is classified as equity,
      as is the Series E preferred stock also issued on July 10, 2006..





**Loss
      per common share:**





Loss
      per common share amounted to $0.01 for the nine months ended September 30,
      2006
      compared to $0.04 for the nine months ended September 30, 2005. Loss per common
      share is calculated by dividing loss applicable to common stockholders by the
      weighted average number of common shares outstanding. Loss per common share
      does
      not give effect to warrants to acquire common stock and convertible securities
      because, while in a loss position, the effects would be
      anti-dilutive.





**Loans
      to Stockholders and Officers:**





As
      of September 30, 2006, there were no loans or advances to officers.




**Sale
      of PhotoScreener:**





In
      March 2006, Amacore Group sold it rights to the patents and technology of its
      PhotoScreener. As a result, in 2005, the Company wrote down the value of the
      intangible asset down to the value received from the sale, which resulted in
      a
      charge to non-operating expense of $2,348,020. In March 2005 the asset was
      sold
      for $50,000 and the return of 1.75 million shares of the Company’s common stock
      previously issued in the acquisition of the asset.





CONTRACTUAL
      OBLIGATIONS





Lease
      Commitments: See Note 16 Commitments
      and Contingency in our annual financial statements for information about non-cancelable
      commitments under our lease agreements.





Liquidating
        Damages: See Note 8 Convertible
        Debentures in our quarterly financial statements for information about liquidating damages
        that we are accruing related to our convertible debentures.


.


OFF
      BALANCE SHEET ARRANGEMENTS




We
      do not have any off balance sheet arrangements as of September 30, 2006 or
      as of
      the date of this report.





SUBSEQUENT
      EVENTS




In
      October 2006, the Company entered into a convertible Promissory Note (Bridge
      Loan) and a Securities Purchase Agreement with Vicis Capital Master Fund. The
      Company issued a convertible promissory note for $550,000 and immediately
      received $500,000 which is net of $25,000 for legal fees and $25,000 prepaid
      interest. Under the terms of the agreements the maturity of the Note is December
      31, 2006, but may converted into common stock of the Company at a conversion
      price yet to be determined.





The
      Company has also repaid $13,000 of promissory notes during the fourth quarter
      of
      2006.





In
      March
      2006, the Company and a wholesale client, Motivano, reached an out-of-court
      settlement in regards to a lawsuit the Company had filed to enforce its right
      to
      audit the books and records of the wholesaler. The wholesaler agreed to allow
      an
      audit of its books and records. Although the outcome of the audit is not known,
      the Company expects that additional revenues are due to the Company for
      memberships that have not been reported and thus fees not remitted.





18











**LIQUIDITY
      AND CAPITAL RESOURCES**




The
      following table compares The Amacore Group’s cash flows for the nine months
      ended September 30:




2006
            
            2005Net
                cash used by operating activities
            
            $
            (1,355,623
            )
            $
            (1,377,820
            )Net
                cash provided (used) by investing activities
            
            
            48,992
            
            
            350Net
                cash provided by financing activities
            
            
            1,287,667
            
            
            1,375,200Net
                increase or (decrease) in cash
            
            $
            (18,965
            )
            $
            (2,270
            )





We
      funded The Amacore Group’s operations through the issuance of notes payable,
      amounting to $1,104,000 during the first nine months of 2006. Although
      management to date has been able to manage the cash flow shortfalls without
      interruption to our business, there can be no assurances that necessary
      financing will continue to be available. Management is seeking additional
      working capital to satisfy daily operating requirements. There can be no
      assurance that such additional financing will be available on terms acceptable
      to us.




During
      the first nine months of 2006, the Company issued 5.9 million shares of common
      stock as a result of $68,725 of the Divine mandatory convertible, 6% debentures
      being converted, and 11.3 million shares as a result of $92,250 of the May
      Davis, 7% mandatory convertible debentures being converted.





Also,
      during the first nine months of 2006, the Company issued a $1,104,000 one-year,
      eight percent promissory notes to twenty-five accredited investors. Immediately
      $187,000 of the notes were converted to 12,462,500 shares of common stock at
      a
      conversion rate ranging from $0.01 to $0.04 per share.





In
      March
      2006, the Company and a wholesale client, Motivano, reached an out-of-court
      settlement in regards to a lawsuit the Company had filed to enforce its right
      to
      audit the books and records of the wholesaler. The wholesaler agreed to allow
      an
      audit of the company’s books and records. Although the outcome of the audit is
      not known, the Company expects that additional revenues are due to the Company
      for memberships that have not been reported and thus fees not remitted.





In
      March
      2006, another wholesaler, International Med-Care (IMC), reported to the Company
      that it will be enrolling approximately 200,000 new members. As of November
      1,
      2006, IMC had reported nearly 80,000 new members.





In
      March
      2006, the Company sold the technology and patent rights for the PhotoScreener,
      which it had acquired in late 2004. The Company received $50,000 cash, the
      return of nearly 1.75 million shares of common stock it had issued for the
      acquisition, and the right to market the PhotoScreener for a commission, and
      the
      exclusive right to provide, for a fee, the interpretation/diagnosis of each
      film.








19






**PART
        II:**
 **OTHER
        INFORMATION**
 
  Item
                  6.
              Exhibits
                  and Reports on Form 8-K(a)
                  Exhibits Filed:
              31.1
                  Certification of Chief Executive Officer Pursuant to Section
                  302of
                  the Sarbanes-Oxley Act of 200231.2
                  Certification of the Acting Chief Financial Officer Pursuant to
                  Section
                  302of
                  the Sarbanes-Oxley Act of 200232.1
                  Certification of the Chief Executive Officer Pursuant to Section906
                  of the Sarbanes-Oxley Act of 2002.32.2
                  Certification of the Acting Chief Financial Officer Pursuant to
                  Section906
                  of the Sarbanes-Oxley Act of 2002.(b)
                  Reports on Form 8-K:
              Current
                    Report on Form 8-K dated August 10, 2006, for the purpose of
                    reporting the
                    Company’s completion of the redemption of Mandatory Convertible Debt.
  
 
 
 20
 
 
 **Signatures**
 
 In
        accordance with the requirements of the Exchange Act, the registrant has
        caused
        this report to be signed on its behalf by the undersigned, thereunto duly
        authorized.
   THE
                  AMACORE GROUP, INC.Date: 
                December 4, 2006
              By:
              /s/ James
                L.
                KoenigJames
                L. KoenigActing
                  Chief Financial Officer
 
  
 
 
 21
 
 **EXHIBIT
          INDEX**
 
 
 31.1
                Certification
                    of the Chief Executive Officer Pursuant to Section 302 of the
                    Sarbanes-Oxley Act of 200231.2
                Certification
                    of the Acting Chief Financial Officer Pursuant to Section 302
                    of the
                    Sarbanes-Oxley Act of 200232.1
                Certification
                    of the Chief Executive Officer Pursuant to Section 906 of the
                    Sarbanes-Oxley Act of 200232.2
                Certification
                    of the Acting Chief Financial Officer Pursuant to Section 906
                    of the
                    Sarbanes-Oxley Act of 2002
       22