**U.S.
SECURITIES AND EXCHANGE COMMISSION**


**WASHINGTON,
D.C. 20549**





**FORM
10-KSB**





**[X]
Annual report under Section 13 or 15(d) of the Securities Exchange Act of
1934**





For the
fiscal year ended December 31, 2004





**[_]
Transition report under Section 13 or 15(d) of the Securities Exchange Act of
1934**





For the
transition period from _______________ to ____________________





Commission
file number 0-27889





**THE
AMACORE GROUP, INC.**


(Name of
Small Business Issuer in its Charter)


previously filed as


Eye Care International, Inc.


Delaware
    
    59-3206480(State
      or other jurisdiction
      of
      incorporation or organization)
    
    (IRS
      Employer Identification No.)1511
      North Westshore Boulevard, Suite 925
      Tampa,
      Florida
    
    33607(Address
      of principal executive offices)
    
    (Zip
      Code)





(813)
289-5552


(Registrant's
telephone number)





**Securities
registered pursuant to Section 12(b) of the Act:**


Title
      of each class
      to
      be so registered
    Name
      of each exchange on which
      each
      class is to be registeredNone
    None


****


**Securities
registered pursuant to Section 12(g) of the Act:**





Class
A common stock, $.001 par value


(Title of
Class)





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 file such reports), and (2) has been subject
to such filing requirements for the past 90
days.          Yes  þ  No   ̈





Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.   ̈





Revenues
for the issuer's most recent fiscal year were **$** 150,148.





The
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the closing price of the Class A common
stock on April 11, 2005 was $6,326,665.





Table of Contents











**ISSUERS
INVOLVED IN BANKRUPTCY PROCEEDINGS**


**DURING
THE PAST FIVE YEARS**





Check
whether the issuer has filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court.





Yes   ̈ No   ̈





APPLICABLE
ONLY TO CORPORATE REGISTRANTS





As of April 11, 2005, the issuer had 30,609,462 shares of common stock, $.001
par value, outstanding.





Transitional
Small Business Disclosure Format:  Yes   ̈ No  ý





**DOCUMENTS
INCORPORATED BY REFERENCE**











Table of Contents














**TABLE OF CONTENTS**





PART
      I
    1Items 1 and 2 Description of Business and
      Properties
    1Item 3.  Legal Proceedings
    3Item 4.  Submission of Matters to a Vote of Security
      Holders
    3PART
      II
    4Item 5.  Market for Registrant’s Common Equity and
      Related Stockholder Matters
    4Item 6.  Management's Discussion and Analysis of
      Financial Condition and Results of Operations
    6Item 7.  Financial Statements
    12Item 8.  Changes in and Disagreements With Accountants
      on Accounting and Financial Disclosure
    13ITEM 8A.  CONTROLS AND PROCEDURES
    13PART
      III
    15Item 9.  Directors and Executive
      Officers
    15Item 10.  Executive Compensation
    17Item 11.  Security Ownership of Certain Beneficial
      Owners and Management
    19Item 12.     Certain Relationships and
      Related Transactions
    20Item 13.     Exhibits and Reports on
      Form 8-K
    20Item 14.  Principal Accountant Fees and
      Services
    21Signatures














Table of Contents








**PART
I**




**Items 1 and 2 Description of Business and
Properties**





In April
2005, Eye Care International, Inc. changed its name to The Amacore Group, Inc.
The Amacore Group, Inc., a Delaware corporation, incorporated on May 31, 1994
(hereinafter referred to as, “The Amacore Group,” “Amacore Group”, “we” or
“us”). Amacore Group’s executive offices are located at 1511 North Westshore
Boulevard, Suite 925, Tampa, Florida 33607.  Our telephone number is (813)
289-5552.  These facilities are leased and consist of approximately 4,400
square feet.  Our lease expires on June 30, 2006.  Rent expense
associated with these premises and charged to operations for the twelve month
period ending December 31, 2004 was $124,468.





**Our
Business**





We market
memberships in a comprehensive, national, non-insurance based, quality discount
eye care and eyewear plan. The memberships entitle plan participants to obtain
eye care services and products from our network of providers at rates which
range from 20% to 60% below retail.  We acquired LBI Brokerage, a managing
general agency for group health and life insurance products; a managing general
agency is an agency appointed by an insurance company for the express purpose of
distributing its products to its downline general agents and in turn market its
product line to its downline agents and producers. We also acquired the
technology and patent rights related to the PhotoScreener TM, a camera embodying
technology designed to detect various disorders of the eye in young and even
preverbal children. The PhotoScreener technology has been approved by the
FDA.





Substantially
all of our revenues are derived from membership fees paid to us by wholesalers
(other health care companies that include our vision program with their various
programs) individual subscribers or sponsoring organizations that offer or
purchase our vision care program for their employees/members.





Management
believes that we are the only national discount vision network with
ophthalmologists who have agreed to discount all of their medical services;
management believes that we are the nation's largest optometric discount vision
network. Our network has providers at nearly 13,000 locations, and is comprised
of over 2,000 ophthalmologic practices and over 11,000 optometric, optician and
optical locations. Ophthalmologists, optometrists and opticians participating in
our vision care network are located within reasonable proximity to all major
metropolitan areas within the United States. Every surgical procedure, including
all types of laser surgery (LASIK, RK & CO2 laser), are discounted. Our
optometric network consists of both large chain companies and a wide variety of
boutiques and specialty shops. We also have approximately 150 provider
locations, or about 1.2% of our network, outside the United States.








1
 Table of Contents





By having
access to a full range of eye care/eyewear services offered by The Amacore
Group's network of providers, at discounted rates, members of our vision care
plan are able to obtain a comprehensive eye care service package, including
elective cosmetic surgical procedures such as LASIK or vision correction
surgery, CO2 laser skin resurfacing or wrinkle removal surgery, and other laser
surgical procedures performed by ophthalmologists. These generally expensive
procedures are traditionally not covered by insurance or Medicare. The
procedures covered by Medicare are referred to as “coded” procedures and
procedures not covered by Medicare are referred to as “non-coded” procedures.
Amacore Group members can obtain these non-coded elective procedures from our
providers at a discount of 20% from an ophthalmologist's usual and customary
rate. Management believes our rates with ophthalomologists exceed the lowest
negotiated rates afforded to insurance carriers for all Medicare coded
procedures. Our non-Medicare eligible members receive a 20% discount from the
Medicare allowable fee schedule. For all non-coded, elective procedures, all
members receive discounts of 20% below an ophthalmologist’s usual and customary
rates. All of our members not eligible for Medicare may receiver greater
discounts for surgical procedures that are typically covered by Medicare, such
as cataract surgery, since the 20% discount applies to the Medicare allowable
rate for procedures rather than the ophthalmologist’s usual and customary rate,
which generally is significantly higher. Although individuals eligible for
Medicare may participate in our vision care program, they only receive discounts
on surgical procedures not covered by Medicare.





Amacore
Group providers offer eyewear products to our members at two times the
nationally listed wholesale prices (for providers participating in our Free Eye
Exam Program) and at one and one-half times the nationally listed wholesale
price (for providers not participating in the Free Eye Exam Program). We also
offer a mail order program through which members of our vision care network may
order replacement contact lenses and designer or non-designer sunglasses at
nationally listed wholesale prices.





We market
our vision care plan to corporations for their employees, large sales
organizations (such as insurance companies and sellers of multi-discount
programs who include The Amacore Group plan as part of their product), and
affinity groups which are groups created because of a common relationship or
interest, for example religious, fraternal, trade and professional
organizations.  These organizations can either purchase our vision care
plan for, or offer it to, their employees as a supplement to existing health
care insurance plans or other benefit programs or as a stand-alone
benefit.  Sponsors of healthcare programs, including other discount vision
plans, may secure for their members the right to use the providers in our vision
care network. This is a particularly significant aspect of our marketing plan
due to the national scope of our network and the ophthalmology services
offered.





We have
experienced losses since we commenced operations in 1994, including, net losses
of $37,902,199 and $1,550,584 for the fiscal periods ending December 31, 2004
and 2003, respectively.  Our ability to operate profitably depends upon
market acceptance of our vision care plan and the development of an effective
marketing organization.  We are presently unable to predict when and if we
will generate sufficient revenues to become profitable.





**Employees**





As of
December 31, 2004, we had twelve full-time officers and employees.








2
 Table of Contents





**Item3.  Legal Proceedings**





Other
than routine various lawsuits, claims or disputes arising in the normal course
of business, and other than as described in the paragraph immediately below, we
are not involved in any pending litigation, nor are we aware of any pending or
contemplated proceedings against us. We know of no legal proceedings pending or
threatened, or judgments entered against any of our directors or officers in
their capacity as such 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.





In
January 2005 Amacore Group filed a suit in the Thirteenth Judicial
Circuit Court of Hillsborough County, Florida against Motivano, a
wholesaler of the Amacore Group’s vision plan, to enforce its rights to audit
the books and records of Motivano, pursuant to an agreement between the parties,
to verify that the correct number of memberships had been reported to Amacore
Group and that Amacore Group was paid therefor. Management believes that our
audit rights will be sustained and ultimately result in a determination that a
significant sum is due to Amacore Group from Motivano.







**Item4.  Submission of Matters to a Vote of Security
Holders**





In 2004,
we submitted two matters to a vote to certain principal stockholders holding a
majority of the total issued and outstanding voting stock of Amacore Group. The
first matter was the adoption of a resolution to increase, by 40,000,000 shares,
the total number of authorized shares to 120,000,000 shares, consisting of
80,000,000 shares of Class A common stock, 20,000,000 shares of Class B common
stock and 20,000,000 shares of preferred stock. The second matter was the
adoption of a resolution to change the name of Eye Care International, Inc. to
The Amacore Group, Inc. The principal stockholders voted in favor of both
matters.











3
 Table of Contents








**PART
II**




****


**Item5.  Market for Registrant’s Common Equity and Related
Stockholder Matters.**





**Trading
Price Range and Dividends**





Amacore
Group’s common stock was held by approximately 250 stockholders of record at
December 31, 2004.  The Class A common stock is listed and traded
principally on the OTC Bulletin Board under the symbol "EYCI."  Set forth
below are the high and low closing prices for our Class A common stock on the
OTC Bulletin Board for each quarter of the years ending December 31, 2004 and
2003.  These quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commission, and may not represent actual
transactions.





Quarter
      Ended
    High
    
    LowMarch
      31, 2003
    0.51
    
    0.15June
      30, 2003
    0.48
    
    0.17September
      30, 2003
    0.38
    
    0.20December
      31, 2003
    0.30
    
    0.06March
      31, 2004
    4.45
    
    0.88June
      30, 2004
    4.05
    
    1.95September
      30, 2004
    3.70
    
    2.00December
      31, 2004
    2.75
    
    0.67








On April
11, 2005 the closing bid price of one share of our Class A common stock on the
OTC Bulletin Board was $0.25.  As of the same date, there were
approximately 250 holders of record of our Class A common stock.


****


**Dividends**





The
payment of dividends is within the discretion of our Board of Directors and
depends in part upon our earnings, capital requirements and financial condition.
We have never paid any dividends on our Class A common stock and we do not
anticipate paying such dividends in the foreseeable future. We currently intend
to retain earnings, if any, to finance our operations.





**Sales
of Unregistered Securities**





During
2004, three accredited investors converted their Series A preferred stock into
90,000 shares of common stock.  In addition, 55 accredited investors
exercised a total of 5,908,138 warrants to purchase 5,908,138 shares
of common stock, and 109 accredited investors converted their promissory notes
and accrued interest into 9,090,555 shares of common stock.  Amacore Group
also issued 6,999,522 shares of common stock in payment for consulting
services and 825,000 to employees.








4
 Table of Contents





Amacore
Group issued 370,000 shares of Class A common stock as additional interest in
2004, 1,037,500 shares for acquisitions, and 90,000 from Preferred
Shareholders of Series A Converting into common stock.





Amacore
Group also issued $2,645,500 of one-year ten percent promissory notes in 2004 to
sixty-one accredited investors and $370,000 of mandatory convertible,
three-year, seven percent notes to ten accredited investors.





In March
2005, Amacore Group entered into an agreement with Divine Capital, a New York
institutional and retail boutique securities firm introduced by Crescent Fund,
LLC, for raising up to one million dollars ($1,000,000) of three-year, six
percent (6%) convertible debentures. In March 2005 Amacore Group received an
initial investment of three hundred and five thousand dollars ($305,000). The
debentures are convertible into shares of Amacore Group's Class A common stock
at a conversion price equal to seventy-five (75%) percent of the lowest closing
bid price per share for the twenty (20) days immediately preceding the date of
conversion or as otherwise provided in the debenture. The debentures mature on
the third anniversary of the final closing. Amacore Group has agreed to file a
registration statement to cover the resale of the shares of Class A commons
stock issuable upon the conversion of the debentures. The debentures will be
issued to less than thirty-five (35) accredited investors in reliance upon the
exemption provided by Rule 506 of Regulation D promulgated under the Securities
Act of 1933, as amended.





Amacore
Group, as of April 11, 2005, has raised an additional three hundred and
eighty-five thousand dollars ($385,000) through the issuance of ten percent
(10%) promissory notes to accredited investors, who immediately converted said
debt into 1,069,999 shares of common stock, and an additional thirty-seven
thousand five hundred dollars ($37,500) through the private placement of 840,000
shares of common stock.





All of
the foregoing were pursuant to Section 4(2) of the Securities Act of 1933, as
amended, and did not involve a public offering.   We paid no
underwriters fees in connection with these transactions.  There were no
underwriters involved in these transactions and there were no underwriting
discounts or commissions paid.  The purchasers in each transaction
represented their intention to acquire the securities for investment only and
not with a view to or for sale in connection with any distribution of the
securities.  Appropriate legends were affixed to the certificates for the
securities issued in such transactions. All purchasers of securities in these
transactions had adequate access to information about us and were sophisticated
investors.





**Equity
Compensation Plans**





In May
1997 Amacore Group’s Board of Directors adopted, and our stockholders approved,
The Amacore Group’s 1997 Stock Option Plan.  The stock option plan is to be
administered by the Board of Directors or a committee of the Board. 
Pursuant to the plan, options to purchase 750,000 shares of class A common stock
may be granted to directors, employees (including officers) and
consultants.  To date, no options have been granted under the
plan.







5
 Table of Contents





**Item6.  Management's Discussion and Analysis of Financial
Condition and Results of Operations**





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 Company.  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 's 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. 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 Company's products to attain broad market acceptance;
(ii) inability of Amacore Group to complete its product development; (iii) the
impact of competitive products and pricing; (iv) 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
ophthalmological (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. 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 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, Amacore
Group has continued to market the plan on a retail basis but 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 will generate a much higher level of
revenue for 2005 and subsequent years.








6
 Table of Contents





In late
2004, Amacore Group acquired another company, LBI Brokerage, a managing general
agency for group health and life insurance products (products that are
synergistic with 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 market its product line
(including 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. LBI is rapidly developing its
distribution system and expects to contribute to Amacore Group’s bottom line in
2005 and to increase its contribution level in subsequent years.





Also in
late 2004, Amacore Group acquired the technology and patent rights for the
PhotoScreenerTM, a camera especially designed to detect vision disorders in young
and preverbal children. This technology, which has been approved by the FDA, has
the potential to significantly add to Amacore Group’s bottom line in 2005 and
beyond.





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.





**RESULTS
OF OPERATIONS**





**Revenue:**





For the
fiscal year 2004 Amacore Group’s gross income of $163,279 was approximately
$18,000 less than Amacore Group’s gross income recorded in 2003 of $181,392.
This decline in revenue, derived from the sales of memberships, resulted from
Amacore Group shifting its emphasis, as discussed above, from retail marketing
of memberships to the wholesale marketing of its memberships and to the
development of a more diversified and expanded wholesale customer base; one
which will include Amacore Group’s program as a premium benefit under the
wholesale customer’s label.





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 through its website, www.eyecareintl.com , to the
general public.





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





Amacore
Group’s SG&A expenses of $36,338,159 increased by approximately $33,685,000
over the prior year.  Comparison of the more significant components of
SG&A expenses follows:





7
 Table of Contents








2004
    
    2003
    
    Increase
      (Decrease)Payroll
      & related Expenses
    
    $
    3,584,190
    
    $
    1,232,640
    
    $
    2,351,550Business
      Travel/Trade Shows
    
    
    332,886
    
    
    220,541
    
    
    112,345Insurance
    
    
    129,607
    
    
    127,938
    
    
    1,669Professional/consulting
      Fees
    
    
    31,593,586
    
    
    489,993
    
    
    31,103,593Rent
    
    
    124,468
    
    
    117,677
    
    
    6,791All
      other SG&A expenses
    
    
    573,422
    
    
    464,143
    
    
    109,279Total
    
    $
    36,338,159
    
    $
    2,652,932
    
    $
    33,685,227








In 2004
Amacore Group issued 825,000 shares of common stock to its officers. The fair
market value of these shares of approximately $2,344,000 was expensed to payroll
expense and accounts for of the increase over the year 2003.





Insurance
expense for 2004 of $129,607 was nearly same as the same period in
2003.





Professional/consulting
fees of $31,593,586 were approximately $31,104,000 higher than for year 2003. In
2004, Amacore Group issued stock and/or warrants to consultants and the
resultant non-cash charge to expense was $30,828,000. Also in 2004 Amacore Group
continued to use consultants instead of hiring employees for certain
functions, and increased legal/financial activities. ****





Other
expenses for the current period increased nearly $109,000 to $573,422 mainly
because of the expenses Amacore Group incurred with its private placement
financings, as well as the cost of relocating its new CFO, the use of
temporary/contracted personnel instead of hiring employees, and increased
printing costs; partially offset by a reduction in the cost in the settlement of
claims.





**Interest
Expense:**





Interest
expense for 2004 of $1,712,992 increased by approximately $1,348,000 over the
same period of 2003. In 2004 Amacore Group issued shares of common stock in lieu
of cash and issued warrants with promissory notes which resulted in a non-cash
charge to interest expense of nearly $1,522,018. In addition, many of Amacore
Group’s accredited investors converted their promissory notes into common stock,
which assisted Amacore Group in reducing its interest expense, as well as its
debt.











8
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**Depreciation
Expense** :





Depreciation
expense, which is computed on a straight-line method over the assets’ estimated
lives, declined by $1,688 in 2004, because a majority of Amacore Group’s assets
were fully depreciated before the year began.





**Other
Income/(Expense) - Forgiveness of Debt**





In 2003
Amacore Group entered into an agreement with Clark Marcus, its Chief Executive
Officer, and James Koenig, it Chief Financial Officer, for the forgiveness of
indebtedness owed by Amacore Group for deferred compensation (earned in
accordance with their respective employment contracts, but unpaid) at December
31, 2002 of $424,985 and $511,654, respectively. Mr. Marcus and Mr. Koenig
forgave Amacore Group of the deferred compensation in consideration of Amacore
Group forgiving them of $274,984 and $8,000, respectively, owed by them to
Amacore Group for loans and advances that had been made to them by Amacore Group
over several years up through the year 2002. Amacore Group also agreed to
reimburse them for their tax liability that may arise as a result of the
forgiveness  of their
debt. Such reimbursement has not yet occurred.





Amacore
Group also negotiated a settlement with a sales consultant in 2003 which
resulted in the consultant forgiving Amacore Group of $112,000 in consideration
of Amacore Group agreeing to pay the consultant a 20% commissions on all vision
membership sales made by specific wholesale/agents. To date, sales through these
wholesalers/agents have not commenced.





**Loans
to Stockholders and Officers:**





As of
December 31, 2004, there were no loans or advances to officers.





During
the year 2003, loans and advances to Mr. Marcus and Mr. Koenig were settled, as
described in the preceding section. In prior years Amacore Group had advanced
amounts to them because they had deferred a major portion of their (earned but
unpaid) compensation.  In March 2003, Amacore Group and Messrs. Marcus and
Koenig entered into agreements each relinquished his claim to deferred
compensation and Amacore Group forgave them of loans and advances; any remaining
amounts were eliminated by the officers’ absorbing certain expenses they
incurred on behalf of Amacore Group, all as described in the preceding section.





**LIQUIDITY
AND CAPITAL RESOURCES**





The
following table compares Amacore Group’s cash flows for the years 2004 and
2003:





2004
    
    2003Net
      cash used by operating activities
    
    $
    (2,929,578
    )
    $
    (1,103,009
    )Net
      cash used by investing activities
    
    
    (170,901
    )
    
    16,933Net
      cash provided by financing activities
    
    
    3,100,724
    
    
    1,009,405Net
      increase or (decrease) in cash
    
    $
    5,982
    
    $
    (76,671
    )











9
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From time
to time, we experience cash flow shortages due to current demands of our market
development and enhancement program and lack of capital resources. We have
funded Amacore Group’s operations through the issuance of notes payable,
amounting to $3,040,500 during 2004. All notes issued in 2004 except $670,000,
have been converted to Class A common shares. Of the $670,000, $370,000 is
mandatory convertible debt to Class A common shares, which leaves only $300,000
of new issue debt as a liability.  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.





Amacore
Group had entered into a financing agreement in December 2003 with Fordham
Financial to provide equity financing and other consulting services. In October
2004, Amacore Group and Fordham Financial verbally agreed that Fordham would
return the 135,000 shares of Class A common stock previously issued to it to be
cancelled. Said shares have been cancelled.





In
January 2004 Amacore Group entered into an arrangement with the May Davis Group,
an investment banking firm located in New York, to assist in raising capital for
Amacore Group. A total of $370,000 was raised in 2004 through the issuance of
three-year mandatory convertible debt with an annual interest rate of seven
percent (7%). The conversion price is the lesser of (a) one hundred twenty
percent (120%) of the closing bid price on the closing date or (b) seventy-five
percent (75%) of the lowest closing bid price during the five trading days
immediately preceding the conversion date.





In
addition to the new notes, discussed above, that were converted into common
stock, most of the noteholders existing at the beginning of the year converted
their promissory notes to common stock. In total, there were $4,405,860 of
promissory notes and $247,889 of accrued interest converted into 9,090,555
shares of common stock. As a result of these conversions, Amacore Group’s Notes
Payable Obligations decreased from $3,334,450 as of December 31, 2003 to
$1,171,950 as of December 31, 2004, which includes the $370,000 of promissory
notes, discussed above, that provide for a mandatory conversion to common stock.





In August
2004, Amacore Group raised $602,000 from the sale to Victus Capital Master Fund
and Vicis Capital, L.P. of 43 shares each, or a total of 86 shares, of mandatory
convertible Series C preferred stock, par value of $0.001, at a price of $7,000
per share and 400,000 five-year warrants to purchase Class A common stock at
$2.40 per share, the closing bid price of Amacore Group’s common stock on August
2, 2004. Each preferred share may be converted at any time until July 31, 2006,
when conversion becomes mandatory. At the time of conversion, each preferred
share shall be deemed to have a value of $10,000 and shall be convertible into
common shares at the lesser of $2.88 per share or seventy-five percent (75%) of
the lowest closing bid price of such shares during the five days immediately
prior to the conversion. Amacore Group agreed to file a registration statement
covering the sale of up to 20,000 shares of Class A common stock for conversion
of each preferred share and the shares underlying the warrants. Also, until July
30, 2006, the mandatory conversion date, each of Victus Capital and Vicis
Capital has the right to purchase up to one percent of the number of equity
securities issued by Amacore Group in subsequent financing transactions, at the
same price paid by the investors.








10
 Table of Contents





During
2004, Amacore Group issued 24,133,215 shares of Class A common stock. A total
of 6,999,522 shares were issued for services that either have been or will
be performed by consultants, 825,000 were issued to its officers, 937,500
shares were issued for consulting services related to the acquisition of the
technology and patent rights related to the PhotoScreenerTM, 9,090,555 were
issued upon conversion of notes payable and accrued interest and 5,898,138
shares were issued due to the warrants being exercised. The resulting non-cash
charge to expense resulting from the issuances of these securities in 2004 was
$34,412,404.





In
October 2004, Amacore Group acquired the technology and patent rights for the
PhotoScreener TM, a camera especially designed to detect vision disorders in
young and even preverbal children. The technology and patent rights were
acquired from the Feakins Howson Partnership for Class A common stock and
future issuance of additional shares one year after the closing
date.





The
acquisition of LBI Brokerage was completed in July 2004. Pursuant to the terms
of the agreement, Amacore Group acquired 100% of all the issued and outstanding
capital stock of LBI in exchange for 100,000 shares of Class A common stock and
a $130,000 promissory note due June 30, 2009. LBI is a managing general agency
and general agency for group health and group life insurance products. LBI’s
distribution network includes general agents, third party administrators, and in
some states, direct small and large group brokers. LBI’s core business is
derived from its appointment as a managing general agency by Transamerica’s
Worksite Marketing Division. LBI distributes Transamerica’s entire worksite
product through general agencies, third party administrators and small and large
group producers. LBI’s business is synergistic with Amacore Group’s business as
a discount vision program and Amacore Group expects LBI to be accretive to net
income beginning in 2005.





In late
December 2004, Amacore Group signed an agreement with MasterCard International,
Inc., whereby MasterCard would offer its members Amacore Group’s mail order
program. This relationship strengthened our contractual relationships with
certain other accounts such as United Health Programs of America, Protective
Marketing Enterprises and United Networks of America, in that by agreement with
MasterCard, we were allowed to afford these accounts the right to offer their
members the right to participate in the MasterCard/Amacore Group program.





Management
also believes that Amacore Group’s enhanced market position has afforded it the
opportunity to attract highly qualified individuals such as Mitchell Freeman, as
Acting Chief Operating Officer, Joe Caruso as a Sales/Marketing Consultant, the
Southard Agency as our marketing agency and Dr. Jay Wiznicki as our Medical
Director for the PhotoScrteenerTM.





CONTRACTUAL
OBLIGATIONS





Other
than the lease agreement for our corporate offices, we do not have any material
contractual obligations currently outstanding requiring payments over the next
five years.





OFF
BALANCE SHEET ARRANGEMENTS





We do not
have any off balance sheet arrangements as of December 31, 2004 or as of the
date of this report.








11
 Table of Contents





**Item 7.  Financial Statements.**








THE
AMACORE GROUP, INC.


FINANCIAL
STATEMENTS


YEARS
ENDED DECEMBER 31, 2004 AND 2003





Index to
Financial Statements


****
    **Page**Report
      of Registered Independent Accounting Firm - 2004
    F -
      2Consolidated
      Balance Sheets at December 31, 2004 and 2003
    F -
      3Consolidated
      Statements of Operations
      For years ended December 31, 2004 and 2003
    F -
      4Consolidated
      Statements of Stockholders’ Deficit
      For years ended December 31, 2004 and 2003
    F -
      5Consolidated
      Statements of Cash Flows
      For years ended December 31, 2004 and 2003
    F -
      6Consolidated
      Notes to Financial Statements
    F -
      7
































F-1
 Table of Contents













**REPORT
OF INDEPENDENT REGISTERED**


**PUBLIC
ACCOUNTING FIRM**


Audit
Committee


The
Amacore Group, Inc.


Tampa,
Florida





We have
audited the accompanying consolidated balance sheet of The Amacore Group, Inc.
as of December 31, 2004 and 2003 and the related consolidated statements of
operations, stockholders’ deficit and cash flows for the years then ended. 
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.





We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.





In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of The Amacore Group, Inc. as
of December 31, 2004 and 2003 and the results of operations, changes in
shareholders’ deficit and cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States.





The
Company is not required to have, nor were engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting. Accordingly, we express no such opinion.








***/s/Brimmer,
Burek & Keelan LLP***


Brimmer,
Burek & Keelan LLP


Certified
Public Accountants


Tampa,
Florida





April 26,
2005








F-2
 Table of Contents





**THE
AMACORE GROUP, INC.**


**CONSOLIDATED
BALANCE** **SHEETS**





**ASSETS**
    
    **2004**
    
    **2003**Current
      assetsCash
    
    $
    7,408
    
    $
    1,426Accounts
      receivable (net of $50,000 and $13,500 allowance
      for
      doubtful accounts in 2004 and 2003, respectively)
    
    
    50,184
    
    
    55,455Non-trade
      receivables and employee receivables
    
    
    46,050
    
    
    -Prepaid
      expenses and deposits
    
    
    132,334
    
    
    10,557Total
      current assets
    
    
    235,976
    
    
    67,438Fixed
      assets (net of accumulated depreciation)
    
    
    33,514
    
    
    6,587Goodwill
    
    
    483,000Intellectual
      property
    
    
    2,307,572
    
    
    -Total
      assets
    
    $
    3,060,062
    
    $
    74,025**LIABILITIES
      AND STOCKHOLDERS’ EQUITY (DEFICIT)**Current
      liabilitiesAccounts
      payable
    
    $
    788,745
    
    $
    767,199Loans
      and notes payable
    
    
    801,950
    
    
    3,093,140Accrued
      expenses and payroll taxes
    
    
    266,029
    
    
    433,958Deferred
      compensation - related party
    
    
    606,874
    
    
    487,809Deferred
      revenue
    
    
    32,945
    
    
    32,303Total
      current liabilities
    
    
    2,496,543
    
    
    4,814,409Long
      Term LiabilitiesConvertible
      debenture
    
    
    370,000
    
    
    --Deferred
      Revenue
    
    
    154,044
    
    
    37,917Total
      liabilities
    
    
    3,020,587
    
    
    4,852,326Stockholders’
      Equity (Deficit)Preferred
      Stock, $.001 par value, 20,000,000 shares authorized;
      Series
      A convertible preferred stock;
      1,500
      shares authorized; 155 and 380 shares issued and
      outstanding
      respectively (aggregate liquidation value**:**$155,000 and $380,000)
    
    
    -
    
    
    -Series
      B 6% cumulative convertible preferred stock;
      authorized,
      issued and outstanding: -0- shares
      (aggregate
      liquidation value: $-0-)
    
    
    -
    
    
    -Series
      C, mandatory convertible stock, 86 shares authorized; 86
      shares
      and
      0 shares issued and outstanding respectively
      (aggregate
      liquidation value:  $860,000 and $0).
    
    
    -
    
    
    -Common
      stock A ($.001 par value; 80,000,000 shares authorized;
      23,174,173
      and 3,062,722 shares issued and outstanding, respectively)
    
    
    23,170
    
    
    3,062Common
      stock B ($.001 par value; 20,000,000 shares authorized;
      4,462,802
      shares and 255,540 shares issued and outstanding,
      respectively.)
    
    
    4,463
    
    
    255Additional
      paid-in capital
    
    
    52,464,032
    
    
    9,166,373Accumulated
      deficit
    
    
    (52,452,190
    )
    
    (13,947,991
    )Total
      stockholders’ equity (deficit)
    
    
    39,475
    
    
    (
      4,778,301
    )Total
      liabilities and stockholders’ equity (deficit)
    
    $
    3,060,062
    
    $
    74,025







See notes to financial statements





F-3
 Table of Contents








**THE
AMACORE GROUP, INC.**


**CONSOLIDATED
STATEMENTS OF** **OPERATIONS**


**For
the Years ended December 31, 2004 and 2003**








**2004**
    
    **2003**REVENUESMembership
      fees
    
    $
    163,279
    
    $
    181,392OPERATING
      EXPENSESDepreciation
    
    
    3,252
    
    
    4,940Rent
    
    
    124,468
    
    
    117,677Consulting
      expense
    
    
    31,217,164
    
    
    347,225Payroll
      expense
    
    
    3,584,190
    
    
    1,232,640Professional
      expense
    
    
    376,422
    
    
    142,768Insurance
      expense
    
    
    129,608
    
    
    127,938Travel
      and entertainment
    
    
    287,274
    
    
    219,941Contract
      labor
    
    
    46,931
    
    
    31,910Bad
      debt expense
    
    
    106,185
    
    
    71,947Office
      expense
    
    
    70,839
    
    
    20,036Relocation
      expense
    
    
    43,696
    
    
    -Telephone
    
    
    43,219
    
    
    34,225Trade
      shows
    
    
    45,612
    
    
    600Selling,
      general and administrative expenses
    
    
    259,299
    
    
    301,085Total
      expenses
    
    
    36,338,159
    
    
    2,652,932Operating
      loss from operations before other income and expense
    
    
    (36,174,880
    )
    
    (2,471,540
    )OTHER
      INCOME (EXPENSE)Interest
      expense
    
    
    (1,712,992
    )
    
    (364,511
    )Settlement
      expense
    
    
    (14,327
    )
    
    -Forgiveness
      of debt - related party
    
    
    -
    
    
    928,639Forgiveness
      of debt
    
    
    -
    
    
    114,274Product
      endorsement fees
    
    
    -
    
    
    250,000Total
      other income (expense)
    
    
    (1,727,319
    )
    
    928,402Net
      loss
    
    
    (37,902,199
    )
    
    (1,543,138
    )Preferred
      stock dividend
    
    
    -
    
    
    7,446Net
      loss available to common stockholders
    
    $
    (37,902,199
    )
    $
    (1,550,584
    )Basic
      and diluted loss per share
    
    $
    (1.84
    )
    $
    (0.54
    )Basic
      and diluted weighted average number of
      common
      shares outstanding
    
    
    20,608,587
    
    
    2,858,330





See notes
to financial statements


F-4
 Table of Contents







**THE
AMACORE GROUP, INC.**


**CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)**


**For
The Years ended December 31, 2004 and 2003**


Preferred
      Stock
    
    Common
      StockSeries
      A
    
    Series
      B
    
    Series
      C
    
    Series
      A
    
    Series
      BShares
    
    Amount
    
    Shares
    
    Amount
    
    Shares
    
    Amount
    
    Shares
    
    Amount
    
    Shares
    
    Amount
    
    Paid-In
      Capital
    
    Retained
      Deficit
    
    TotalBalance
      - December 31, 2002
    
    
    745
    
    $
    1
    
    
    685,715
    
    $
    686
    
    
    
    
    
    
    
    
    2,416,720
    
    $
    2,418
    
    
    255,540
    
    $
    255
    
    $
    9,099,544
    
    $
    (12,397,408
    )
    $
    (3,294,504
    )Conversion
      of Preferred stock to
      Common
    
    
    (65
    )
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    130,000
    
    
    130
    
    
    
    
    
    
    
    
    (130
    )
    
    
    
    
    (1
    )Reverse
      Stock Split
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (104,000
    )
    
    (104
    )
    
    
    
    
    
    
    
    104
    
    
    
    
    
    -Redemption
        of Preferred for Debt
    
    
    (300
    )
    
    -
    
    
    (685,715
    )
    
    (686
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (599,314
    )
    
    
    
    
    (600,000
    )Common
      Stock Issued for Cash
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    50
    
    
    
    
    
    
    
    
    24,950
    
    
    
    
    
    25,000Common
      Stock Issued for Interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    112,000
    
    
    112
    
    
    
    
    
    
    
    
    45,873
    
    
    
    
    
    45,985Conversion
      of Debt   for common
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,500
    
    
    22
    
    
    
    
    
    
    
    
    59,749
    
    
    
    
    
    59,771Common
      Stock Issued for Accts
      Payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,000
    
    
    4
    
    
    
    
    
    
    
    
    1,996
    
    
    
    
    
    2,000Common
      Stock Issued for
      Services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    200,000
    
    
    200
    
    
    
    
    
    
    
    
    128,550
    
    
    
    
    
    128,750Preferred
      Stock Dividend
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,445
    )
    
    (7,445
    )Warrants
      Issued with Debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    398,876
    
    
    
    
    
    398,876Net
      (Loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,543,138
    )
    
    (1,543,138
    )Balance
      - December 31, 2003
    
    
    380
    
    
    -
    
    
    -
    
    
    --
    
    
    
    
    
    
    
    
    3,060,720
    
    
    3,062
    
    
    255,540
    
    
    255
    
    
    9,166,373
    
    
    (13,947,991
    )
    
    (4,778,301
    )Conversion
      of Preferred Stock to Common
    
    
    (225
    )
    
    --
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    90,000
    
    
    90
    
    
    
    
    
    
    
    
    90
    
    
    
    
    
    180Conversion
      of Common B to Common A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    130,080
    
    
    130
    
    
    (130,080
    )
    
    (130
    )
    
    
    
    
    
    
    
    --Common
      Stock issued for interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    370,000
    
    
    370
    
    
    
    
    
    
    
    
    1,211,430
    
    
    
    
    
    1,211,800Conversion
      of Debt and Accrued Interest to Common
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,841,351
    
    
    8,841
    
    
    249,204
    
    
    249
    
    
    4,704,658
    
    
    
    
    
    4,713,748Common
      Stock issued for debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    10
    
    
    
    
    
    
    
    
    4,990
    
    
    
    
    
    5,000Common
      Stock issued for services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,974,522
    
    
    4,970
    
    
    2,850,000
    
    
    2,851
    
    
    17,404,588
    
    
    
    
    
    17,412,409Common
      Shares issued for assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,037,500
    
    
    1,037
    
    
    
    
    
    
    
    
    2,648,858
    
    
    
    
    
    2,649,895Warrants
      issued with debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    310,218
    
    
    
    
    
    310,218Exercise
      of Warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,660,000
    
    
    4,660
    
    
    1,238,138
    
    
    1,238
    
    
    241,484
    
    
    
    
    
    247,382Warrants
      issued for services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,758,795
    
    
    
    
    
    15,758,795Amortization
      of preferred stock discount
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    602,000
    
    
    (602,000
    )
    
    --Sale
      of Stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    86
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    602,000
    
    
    
    
    
    602,000Amortization
      of  debt discount
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (191,452
    )
    
    
    
    
    (191,452
    )Net
      Loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (37,902,199
    )
    
    (37,902,199
    )Balance
      - December 31, 2004
    
    
    155
    
    $
    0
    
    
    0
    
    $
    0
    
    
    86
    
    $
    0
    
    
    23,174,173
    
    $
    23,170
    
    
    4,462,802
    
    $
    4,463
    
    $
    52,464,032
    
    $
    (52,452,190
    )
    $
    (39,475
    )


See notes
to financial statements








F-5
 Table of Contents





**THE
AMACORE GROUP, INC.**


**CONSOLIDATED
STATEMENTS OF CASH FLOWS**


**Years
ended December 31, 2004 and 2003**








2004
    
    2003Cash
      flow from operating activitiesNet
      loss
    
    $
    (37,902,199
    )
    $
    (1,543,138
    )Adjustment
      to reconcile net loss to net cash provided by (used)
      in
      operating activitiesIssuances of shares and warrants for services and interest
    
    
    34,412,404
    
    
    332,039Depreciation
    
    
    3,252
    
    
    4,940Common stock issued for settlement
    
    
    
    
    
    2,000Changes
      in operating assets and liabilities(Increase) decrease in accounts receivables
    
    
    5,271
    
    
    (27,735
    )(Increase) decrease in prepaid expenses
    
    
    (121,777
    )
    
    (10,557
    )(Increase) decrease in other current assets
    
    
    84,958
    
    
    328,341Increase (decrease) in accounts payable and accrued
    expenses
    
    
    117,006
    
    
    164,832Net
      change in debt discount
    
    
    241,310
    
    
    222,016Increase (decrease) in deferred compensation
    
    
    119,066
    
    
    (540,202
    )Increase (decrease) in deferred revenue
    
    
    116,868
    
    
    (35,545
    )Net
      cash provided (used) by operating activities
    
    
    (2,923,841
    )
    
    (1,103,009
    )Cash
      flow from investing activities(Advances to) payments from stockholders/officers
    
    
    --
    
    
    24,324Purchases of property and equipment
    
    
    (30,151
    )
    
    (7,391
    )Investment
      in intangibles
    
    
    (140,750
    )Net
      cash provided (used) by investing activities
    
    
    (170,901
    )
    
    16,933Cash
      flow from financing activitiesProceeds from sales of common stock
    
    
    602,000
    
    
    25,000Proceeds from short term borrowings loans and notes
payable
    
    
    3,027,342
    
    
    978,000Proceeds from exercise of warrants
    
    
    247,764
    
    
    6,405Payments
      on long term notes
    
    
    (550,000
    )Payments
      on convertible notes
    
    
    (226,382
    )Net
      cash provided by financing activities
    
    
    3,100,724
    
    
    1,009,405Increase
      (decrease) in cash
    
    
    5,982
    
    
    (76,671
    )Beginning
      cash and cash equivalents
    
    
    1,426
    
    
    78,097Ending
      cash and cash equivalents
    
    $
    7,408
    
    $
    1,426Supplemental
      disclosures
      Interest paid
    
    $
    10,500
    
    $
    203,439Common stock issued for settlement
    
    
    
    
    $
    $2,000Common stock and warrants issued for
      interest and services
    
    $
    34,412,404
    
    $
    332,039Preferred stock redeemed for debt
    
    $
    --
    
    $
    654,950Taxes paid
    
    $
    --
    
    $
    -Common
      stock issued for intangibles
    
    
    2,649,895





See notes
to financial statements





F-6
 Table of Contents





**THE
AMACORE GROUP, INC.**


**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
31, 2004 AND 2003**








**NOTE
1 - NATURE OF OPERATIONS**





The
Amacore Group, Inc. (the Company) markets vision care benefit plans and
enhancements to plans provided by others. The Company's benefit plans and plan
enhancements provide members and members of its plan sponsors (employers,
associations and other organizations) the opportunity to obtain discounted eye
care services and products from the Company’s national network of ophthalmic
physicians, optometrists, eyewear suppliers, etc. The Company 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.





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





**Principles
of Consolidation**





The
consolidated financial statements as of and for the years ended December 31,
2004 and 2003 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 2004 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 Company 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 goodwill and intellectual property. Effective
January 1, 2004 in accordance with SFAS 142. “Goodwill and Other Intangibles”,
intangible assets with an indefinite life, namely goodwill and the intellectual
property are not amortized. Intangible assets with a definite life are amortized
on a straight-line basis with estimated useful lives of 3-17 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 company has selected July 1, as the annual date to test these
assets for impairment. The unamortized balance of goodwill as of December 31,
2004 is $483,000. The unamortized balance of the intellectual property as of
December 31, 2004 was approximately $2,307,572. Based on the analysis of all
relevant information at December 31, 2004, no impairment was required to be
recorded.





F-7
 Table of Contents








**THE
AMACORE GROUP, INC.**


**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
31, 2004 AND 2003**











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





**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
Company’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 Company 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 has been no impairment losses recorded for the years 2004 and
2003.





**Concentration
of Credit Risk**





Concentrations
of credit risk with respect to sales to customers existed for 2004 in that
approximately 46% of total sales were to a single plan sponsor. 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 Company has
expanded its customer base and expects to reduce the impact of that one customer
in 2005 by the addition of several other significant plan sponsors.





**Advertising
Costs**





The
Company charges advertising costs to expense as incurred. Advertising expense
was approximately $6,044 and $7,079 for 2004 and 2003 respectively.





**Acquisition**





In July
2004, the Company acquired 100% of the outstanding stock of LBI, Inc. (LBI) in
exchange for $130,000 in cash and 100,000 shares of common A stock. Based upon
the current trading value of the outstanding stock, the total purchase price was
$483,000. LBI is a managing general agency providing the brokerage of various
insurance products for employees for commission income to various large
international corporations. LBI is a service company and had no material assets
or liabilities at the date of acquisition and the entire purchase price has been
recorded as Goodwill. The principals of LBI have a long history of successful
business activity and relationships with customers. It is anticipated that the
activity of LBI will produce significant revenues and operating income for the
Company as well as provide additional customers for its main service
offerings.











F-8
 Table of Contents





**THE
AMACORE GROUP, INC.**


**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
31, 2004 AND 2003**











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





**Intellectual
Property**





In
December 2004, the Company 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 technology is an integral
part of the overall service offerings of the company and will provide
opportunity for expanding into other licensing and sale of the Screeners in the
future. The Company purchased the technology for 937,500 shares of common A
stock valued at approximately $2,307,572. The Company has obtained an
independent valuation of the technology in excess of the purchase
price.





**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 Company also sells smaller amounts of two and three year memberships which
are amortized over their respective periods. The Company 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 Company received a one time fee from product endorsement which
was recognized as income when all obligations of the company had been performed
and the billing was made to the customer. In 2003 the Company received this one
time product endorsement fee which is recognized as other income due to its
expected non reoccurrence.  In 2003 the Company also received a minor
amount of commission on sale of products. The Company 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.











F-9
 Table of Contents





**THE
AMACORE GROUP, INC.**


**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
31, 2004 AND 2003**











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





**Warrants
Issued for Debt**





During
2003, the Company issued 1,393,506 detachable warrants to purchase Common A
stock, to 2003 debt holders in connection with their loans to the Company in the
amount of $978,000.  The warrants have a term of five years from date of
issue and are immediately exercisable by the warrant holders.  In
accordance with EITF 00-27, the warrants issued to 2003 debt holders were valued
utilizing the Black-Scholes formula with a volatility factor of 255% and a tax
free interest rated of 4.85%. Based upon that valuation, a debt discount was so
determined and is being amortized as interest expense over the life of the
debt.  The amount of discount determined as pertaining to the warrants is
$398,876 and the amount amortized to interest expense for 2004 and 2003 was
$157,566 respectively.


**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 and product
endorsements, net of estimated allowances for uncollectible accounts. In
determining collectibility, historical trends are evaluated and specific
customer issues are reviewed to arrive at appropriate allowances. (See Note
4)





**Income
Taxes**





The
Company has adopted SFAS 109.  The Company has not made a provision for
income tax purposes due to incurring losses since inception.  There is no
current tax expense, and after consideration of a valuation allowance, there is
no deferred tax benefit.  The cumulative net operating losses of
approximately $52,452,190 million can be carried forward to offset future
taxable income.  The net operating loss carry-forward begins expiring in
2012.








F-10
 Table of Contents





**THE
AMACORE GROUP, INC.**


**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
31, 2004 AND 2003**











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





**Loss
Per Share**





The
Company has adopted SFAS 128, Earnings per Share issued by the Financial
Accounting Standards Board.





Net loss
per share was computed based on the weighted average number of shares
outstanding during the periods presented.  All weighted average shares
outstanding have been restated to reflect the 1 for 5 reverse stock split
occurring in June 2003.





Diluted
loss per share is considered to be the same as basic loss per share since the
effect of common stock options and warrants and preferred stock are
anti-dilutive.





**NOTE
3 - INCOME TAXES**





For the
years ended December 31, 2004 and 2003, the temporary differences between book
income and taxable income consisted of the deferred compensation. 
Computation of any deferred tax asset is computed by multiplying these temporary
differences by the approximate applicable tax rate of 34 percent.  The
Company 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 years ended December 31, 2004 and 2003 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:





2004
    
    2003Computed
      tax (benefit) expense at the statutory rate 34%
    
    
    (13,000,000
    )
    
    (500,000
    )Change
      in deferred tax valuation
    
    
    13,000,000
    
    
    500,000Current
      income tax expense (benefit)
    
    
    --
    
    
    --











F-11
 Table of Contents





**THE
AMACORE GROUP, INC.**


**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
31, 2004 AND 2003**











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





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





2004
    
    2003Deferred
      tax assets:Net
      operating loss carry forward
    
    $
    17,800,000
    
    $
    4,800,000Less
      valuation allowance
    
    
    (17,800,000
    )
    
    (4,800,000
    )Gross
      deferred tax asset
    
    
    -
    
    
    -Gross
      deferred tax liability
    
    
    -
    
    
    -Net
      deferred tax asset
    
    $
    -
    
    $
    -





As of
December 31, 2004, realization of the Company’s net deferred tax assets of
approximately $52,000,000 was not considered more likely than not, and
accordingly, a valuation allowance of an equal amount was provided. The net
change in the total valuation allowance during the year ended December 31, 2004
was $13,000,000. .





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





As of
December 31, 2004, due to stockholders/officers included the
following:







2004
    
    2003Deferred
      compensation
    
    $
    606,874
    
    $
    487,809





**NOTE
5 - ACCOUNTS RECEIVABLE, NET**





Accounts
receivable, net consist of the following:





2004
    
    2003Accounts
      receivable
    
    $
    100,184
    
    $
    68,955Less
      allowance for uncollectible accounts
    
    
    50,000
    
    
    (13,500
    )Total
    
    $
    50,184
    
    $
    55,455





For the
years ended December 31, 2004 and 2003, amounts expensed to bad debt was
$106,185 and $71,947, respectively.  Bad debt expense for the year ended
December 31, 2003 includes approximately $43,857 of allowance for uncollectible
advances to a consultant and shareholder of the Company.





F-12
 Table of Contents





**THE
AMACORE GROUP, INC.**


**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
31, 2004 AND 2003**











**NOTE
5 - ACCOUNTS RECEIVABLE, NET (Continued)**





During
the years ended December 31, 2004 and 2003, the Company factored, without
recourse, approximately $-0- and $69,800 of individual accounts in accounts
receivable.  The aggregate amount of loss on the sale of these receivables
was $14,590 for the year ended December 31, 2003.





**NOTE
6 - PROPERTY AND EQUIPMENT, NET**





Property
and equipment, net consist of the following:





2004
    
    2003Machinery
      and equipment
    
    $
    14,030
    
    $
    72,585Office
      furniture
    
    
    59,434
    
    
    51,845Computers
      and equipment
    
    
    29,954
    
    
    7,391103,418
    
    
    131,821Less
      accumulated depreciation
    
    
    (69,904
    )
    
    (125,234
    )Total
    
    $
    33,514
    
    $
    6,587





Depreciation
expense for the years ended December 31, 2004 and 2003 was $3,252 and $4,940,
respectively.











F-13
 Table of Contents





**THE
AMACORE GROUP, INC.**


**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
31, 2004 AND 2003**











**NOTE
7 - NOTES AND LOANS PAYABLE**





Notes and
loans payable consist of the following as of December 31, 2004 and
2003:





2004
    
    2003Notes
      payable to investors and shareholders; bearinginterest
      ranging from 5.75% through 12% per annum;due
      through December 2004; currently in default.
    
    $
    687,000
    
    $
    979,000Notes
      payable to investors and shareholders; bearinginterest
      at 8%   per annum; payable on demand.
    
    
    -
    
    
    474,500Loans
      payable to investors and shareholders; payablewithout
      specific interest or repayment terms; currentlybearing
      interest ranging from 5.75% through 12%per
      annum.
    
    
    -
    
    
    242,000Notes
      payable to officers; bearing interest at 8% perannum;
      with no specific repayment terms.
    
    
    -
    
    
    50,000Notes
      payable to investors and shareholders; bearinginterest
      at 10% per annum; due through December 2003.
    
    
    -
    
    
    924,000Promissory
      note payable to shareholder investor;bearing
      1.53% interest per annum through June 2004,increasing
      to 15% thereafter; currently in default.
    
    
    114,950
    
    
    664,950Total
      notes and loans payable
    
    
    801,950
    
    
    3,334,450Less
      discount on debt (See Note 2,Stock
      Based Compensation)
    
    
    --
    
    
    (241,310
    )Total
    
    $
    801,950
    
    $
    3,093,140








As of
December 31, 2004, all notes and loans payable were classified as current
maturities.











F-14
 Table of Contents





**THE
AMACORE GROUP, INC.**


**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
31, 2004 AND 2003**











**NOTE
8 - CONVERTIBLE DEBENTURES**





During
the year ended December 31, 2004, the Company entered into a debt agreement to
issue up to $400,000 convertible debentures. The debentures are immediately
convertible into common stock of the Company, together with 7% interest, which
is payable in either cash or freely traded 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.





As of
December 31, 2004, the balance of the convertible debentures was
$370,000.





**NOTE
9 - PREFERRED STOCK**





Series A
Convertible preferred stock is nonvoting and bears no dividends.  Each
share is redeemable by the Company on the third anniversary of issuance at
$1,000, per share, and convertible into 400 shares after the reverse split of
Class A common stock, subject to adjustment.  Upon a public offering of
$5,000,000 or greater, the shares are automatically convertible.





Series B
Convertible preferred stock votes on an as if converted basis and bears
cumulative dividends at 6%, per annum.  Each share is convertible at $2.19,
per share, into Class A common stock.





In August
2004, the Company raised a total of $602,000 from the issuance of 86 shares of
mandatory convertible Series C, 6% cumulative, preferred stock, par value $0.001
per share. Each share 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.





In June
2003, the Company settled a lawsuit with an investor group whereby the
investor’s investment in 300 shares of the Company’s Preferred A stock and
685,715 shares of the Company’s Preferred B stock was redeemed in exchange for a
note payable together with accrued dividends and legal fees. The total amount of
the note is $664,950. In addition, the investor was awarded 299,406 warrants
exercisable for $2.19 per share of Common A stock.  The full amount of the
note is recorded as a current liability since its expiration date is June 1,
2004 and bears interest at the annual rate of 1.53%.  In addition, the
Company agreed to pay a





F-15
 Table of Contents





**THE
AMACORE GROUP, INC.**


**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
31, 2004 AND 2003**











consulting
fee to the investor in the amount of $2,440 per month for twelve months
beginning with June 2003.  Based upon a valuation of the warrants utilizing
the Black-Scholes pricing model, the warrants have a zero value and therefore
have not resulted in a computation of discount on the resulting debt.  The
Company also agreed to extend the term for another two years for 240,000
warrants previously issued to the investor.  These warrants are exercisable
at a price of $2.50 per share.  Since the extension of the term of the
warrants is considered a change in the warrant, a new measurement date occurred
on the date of that change.  Utilizing the Black-Scholes pricing model, the
value of the warrants at the new measurement date did not result in any
additional expense to be recorded by the Company.





**NOTE
10 - COMMON STOCK**





In May of
2004, the Company received approval from its shareholders, to increase its
authorized shares from fifty million shares to one hundred twenty million
shares. The authorized shares for Class A common stock was increased from thirty
million shares to eighty million shares; its Class B shares from ten million
shares to twenty million shares and its preferred shares from ten million shares
to twenty million shares.





The
100,000,000 authorized shares of common stock consist of two classes; 80,000,000
authorized Class A, and 20,000,000 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.





During
the year end of December 31, 2004, three investors holding a total of 225 shares
of Series A preferred stock exercised their conversion privilege and converted
their Series A preferred stock into 90,000 shares of Class A common
stock.





During
the year ended December 31, 2004, the Company entered into various agreements
with financial and business consultants (including Jana Corporation, OmniFirst
Capital, May Davis Group and Fordham Financial Management) to assist in
furthering its financial and business plan, including the expansion of its
business. The consultants were to assist the Company in its efforts to effect
acquisitions and to obtain relationships with sources of revenue. As an
inducement to these consultants to provide these services, the Company granted
them, in the aggregate, approximately 5.7 million warrants. These warrants
entitled the consultants to purchase the Company’s common stock at a price of
$.01 per share. The Company also issued 3.6 million shares of common stock to
the consultants. The value of those warrants was determined using the fair value
method and the common stock was valued at the market value at the time of
issuance. This resulted in a non-cash charge to expense in the first nine months
of 2004 of $29,003,644. The Company and Fordham Financial have agreed that
Fordham will return any stock previously issued to them if they do not produce
any acceptable equity financings within a specified period of time.








F-16
 Table of Contents





**THE
AMACORE GROUP, INC.**


**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
31, 2004 AND 2003**











Since
Fordham did not produce any acceptable equity financings, Amacore’s stock
transfer agent has been instructed to cancel the common shares.





As a
result of the agreement with Jana Corporation, the Company has signed a contract
with Benelux Capital S.A. who is identifying viable synergistic acquisitions for
the Company. Jana was also instrumental in negotiating the Company’s October
2004 acquisition of the revenue-producing “PhotoScreener , which is a camera
especially designed for the detection of vision disorder in young and preverbal
children.





OmniFirst
Capital was instrumental in locating and assisting in the 2004 acquisition of
LBI Brokerage, which has already added revenues for the Company; for providing
access to Flagship, the healthcare arm of MBNA and the Company is in well
advanced stages of contract negotiation to provide the vision benefit to
instrumental in introducing the Company to certain clients which may produce
substantial revenues for the Company. Further contributing factors to the value
of LBI Brokerage include it’s managements extensive background in the insurance
industry and it being appointed as Managing General Agent (MGA) by
Transamerica’s Worksite Marketing Division. LBI Brokerage distributes
Transamerica’s entire worksite product through General Agencies, Third Party
Administrators and small and large group producers.





The
Company reached an agreement to make the acquisition of Self-Funded Alternative
(SFA) and LBI Brokerage in June 2004 in exchange for cash, notes payable and
common stock. Immediately after signing the agreements, discussions began
whereby the Company would rescind the agreements. In September, SFA returned all
stock and substantially all of the cash received from the Company, but SFA will
be permitted to distribute the Company’s vision plan. The second agreement, for
the acquisition of LBI Brokerage was completed in July after significant
modifications were made to the agreement.





As
previously reported, the Company had entered into an agreement with Zatoon
Ventures Limited for a $3 million equity line. The Company allowed this
agreement to expire without any liability to the Company. Prior to the
expiration of the agreement, the Company had issued 25,000 shares of its
restricted common stock to Zatoon.





In June
2003 the Company’s board approved a reverse 1 for 5 stock split for its Common A
shares.  All references to the Common A stock in the accompanying financial
statements have been adjusted to reflect the post split shares of Common
A.





During
2003, the Company issued detachable warrants to all convertible debt holders in
addition to their convertible notes.  This practice is consistent with the
Company’s activity in prior years.











F-17
 Table of Contents





**THE
AMACORE GROUP, INC.**


**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
31, 2004 AND 2003**











However,
EITF 00-27 requires the calculation of the fair value of the warrants so issued
for periods ending after December 31, 2002.  The resulting valuation of the
warrants is then reflected as a discount of the underlying debt and a
corresponding addition to additional paid in capital.  The amount of this
discount so valued in 2003 is $398,876 and is being amortized over the life of
the debts as interest expense.  The amount of interest expense recorded for
2003 was $157,566.  Warrants issued in prior years were recorded as an
interest expense utilizing the intrinsic method of valuation pursuant to EITF
98-5.





In 2003,
the Company settled a lawsuit with a former employee for prior unpaid wages
whereby they agreed to a payment of 4,000 shares of Common A stock and a note in
the amount of $55,000 payable over one year on a monthly basis.  The value
of the shares issued for the settlement was $2,000.





The
Company issued 150,000 shares of Common A stock for consulting services to three
consultants.  The value of the shares issued was $102,500.





**NOTE
11 - WARRANTS**





During
the years ended December 31, 2004 and 2003, the Company issued warrants to
purchase 7,994,279
and 1,369,506 shares of Class A common stock, respectively.  At December
31, 2004 there were 2,447,090 warrants to purchase Class A common stock
outstanding, exercisable at varying prices through 2006.  The
following table summarizes this warrant activity:





2004
    
    2003Warrants
    
    Weighted
      Average
      Exercise
      Price
    
    Warrants
    
    Weighted
      Average
      Exercise
      PriceWarrants
      outstanding, beginning of year
    
    
    2,325,949
    
    $
    2.30
    
    
    1,186,943
    
    $
    2.60Additional
      warrants
    
    
    7,994,279
    
    
    4.01
    
    
    1,369,506
    
    
    2.19Warrants
      cancelled
    
    
    --
    
    
    --
    
    
    --
    
    
    --Warrants
      exercised
    
    
    (7,873,138
    )
    
    3.71
    
    
    (230,500
    )
    
    .05Warrants
      outstanding, ending of year
    
    
    2,447,090
    
    $
    2.38
    
    
    2,325,949
    
    $
    2.30











F-18
 Table of Contents





**THE
AMACORE GROUP, INC.**


**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
31, 2004 AND 2003**











**NOTE
11 - WARRANTS (Continued)**





The
following table summarizes the status of warrants outstanding at December 31,
2004; all warrants are immediately exercisable:





Exercisable
      and Outstanding WarrantsPost
      Split
      Exercise
      Price
    
    Number
    
    Weighted
      average
      remaining
      contractual
      life in
      years$0.01
    
    193,600
    
    2.560.05
    
    53,400
    
    2.401.25
    
    606,000
    
    5.662.19
    
    299,406
    
    3.502.40
    
    400,000
    
    4.672.50
    
    847,684
    
    .915.00
    
    47,000
    
    .92





**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 share calculation at December 31, 2004.





The
following sets for the computation of basic and diluted net earnings (loss) per
common share:





2004
    
    2003Numerator:Net
      income (loss)
    
    $
    (37,902,199
    )
    $
    (1,543,138
    )Less
      preferred stock dividend
    
    
    -
    
    
    (7,446
    )Net
      income (loss) available to common stockholders
    
    
    (37,902,199
    )
    $
    (1,550,584
    )Denominator:Weighted
      average basic share outstanding
    
    $
    20,608,587
    
    $
    2,858,330Stock
      optionsWarrantsConvertible
      noteWeighted
      average fully diluted shares outstanding
    
    
    20,608,587
    
    $
    2,858,330Net
      earnings per common share - basic and diluted
    
    $
    (1.84
    )
    $
    (0.54
    )








F-19
 Table of Contents





**THE
AMACORE GROUP, INC.**


**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
31, 2004 AND 2003**














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





**NOTE
13 - STOCK OPTION PLAN**





The 1997
Stock Option Plan (Plan) is administered by the Board of Directors or a
committee thereof and provides for options to purchase 750,000 shares of Class A
common stock to be granted under the Plan to employees (including officers),
directors, independent contractors and consultants to the Company.  The
Plan authorizes the issuance of incentive stock options (ISOs), as defined in
the Internal Revenue Code of 1986, as amended, non-qualified stock options
(NQSOs) and stock appreciation rights (SARs).  Consultants and directors
who are not also employees of the Company are eligible for grants of only NQSOs
and SARs. The exercise price of each ISO may not be less than 100% of the fair
market value of the common stock at the time of grant, except that in the case
of a grant to an employee who owns 10% or more of the outstanding stock of the
Company or a subsidiary of the Company, the exercise price may not be less than
110% of the fair market value on the date of grant. The exercise price of each
NQSO or SAR may not be less than 85% of the fair market value of the common
stock at the time of grant. Generally, options shall be exercisable at 20%, per
year, and shall be outstanding for ten years.


As of
December 31, 2004 and   2003, no options have been granted under the
Plan.





**NOTE
14 - FAIR VALUES OF FINANCIAL INSTRUMENTS**





The
carrying amount of cash, accounts receivable, accounts payable and other current
liabilities approximates fair value because of their short maturity.  The
carrying amount of notes payable approximates fair value based on stated
interest rates, shares and warrants being approximate to current market interest
rates.





**NOTE
15 - COMMITMENTS AND CONTINGENCY**





The
Company purchased technology (Photoscreener) in October, 2004 on a contingent
contract whereby an initial 937,500 shares of the Company’s common A stock were
to be issued at closing with an additional 1,562,500 shares to be paid within
one year of the closing at the discretion of the Company. The Company issued
750,000 shares and has accrued the remaining 187,500 shares at December 31,
2004. The technology (see footnote 2) is expected to produce significant
revenues for the Company and the Company has the right to issue (or not issue)
the additional shares solely at their discretion. If the company does not issue
the additional shares, the seller of the technology has the right to reacquire
the technology and retain the 937, 500 shares already issued. The issuance of
the additional shares is not being recorded as a liability since there is not a
probability at December 31, 2004 that it will occur.





The
Company is committed under a lease for office space through May 31, 2006. 
For the years ended December 31, 2004 and 2003, rent expense was approximately
$124,468 and $117,677, respectively.





F-20
 Table of Contents





**THE
AMACORE GROUP, INC.**


**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
31, 2004 AND 2003**














The
following is a schedule of future minimum lease payments (net of sales tax)
required under this lease.








Year
      ending December 31,2005
    
    
    $
    109,4752006
    
    
    
    46,3602007








**NOTE
16 - LITIGATION AND CONTINGENCIES**





At
December 31, 2004, the Company 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
17 - 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 Company as a going concern.  However, the
Company has sustained operating losses in recent years.  Further for the
year ended December 31, 2004, the Company had negative working capital of
approximately $2,260,567, a net loss of approximately $37,902,199 and has
incurred substantial losses in previous years resulting in an accumulated
deficit of approximately $52,452,190.  Although these factors raise
substantial doubt about the ability of the Company to continue as a going
concern the Company has taken several actions to ensure that the Company will
continue as a going concern through December 31, 2005.





**NOTE
18 - RELATED PARTY TRANSACTIONS**





During
the years ended December 31, 2004 and 2003, the Company had an employment
agreement with its President and Chief Executive Officer, Clark Marcus. 
The agreement, which originally had an expiration date of September 20, 1999,
was extended by resolution of the Board of Directors, on February 15, 1996, for
a period of five years, originating upon the date the executive commences to
receive his full compensation, as provided under the terms of the employment
agreement.  Therefore the original agreement is still in
effect.





As of
December 31, 2004, a total of $384,407 deferred compensation was due to this
executive.  $253,733 of deferred compensation was due for services
performed during the years ended December 31, 2004 and 2003 and $130,674 for
services performed in years prior to at December 31, 2003.  Deferred salary
from prior years is net of a forgiveness of accrued salaries in the amount of
approximately $424,000.





F-21
 Table of Contents








**THE
AMACORE GROUP, INC.**


**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
31, 2004 AND 2003**








**NOTE
18 - RELATED PARTY TRANSACTIONS (Continued)**





During
the years ended December 31, 2004 and 2003, the Company had an employment
agreement with James Koenig, Chief Financial Officer.  The agreement
originally had an expiration date of February 1, 2001.  The Board of
Directors extended this agreement on the same terms as described for its
President and Chief Executive Officer.





As of
December 31, 2004 and 2003, the Company had accrued deferred compensation of
approximately $222,467 for services performed during the years ended 2004 and
2003 by Mr. Koenig.  In addition, Mr. Koenig forgave (in 2003)
approximately $511,000 of deferred compensation payable to him from prior
years.





The terms
of the employment agreements include annual salary increases and bonuses, to be
determined by the Board of Directors.  In addition, to fringe benefits
afforded to other senior executives, the Company is obligated to pay premiums
for life, travel and accident insurance, with a double indemnity provision, in
the amount of five times the President and Chief Executive Officer’s base
compensation, with the beneficiary to be designated by the
executive.





**NOTE
19 - SUBSEQUENT EVENTS**





In March
2005, **** an
agreement was signed whereby Divine Capital would raise up to $1million of
three-year, six percent convertible debentures. In March,2005 the Company
received an initial investment of $305,000 from that financing arrangement. The
debentures are convertible into shares of the Company’s 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. The debentures mature on the third anniversary date
of the final closing. The Company has agreed to file a registration statement to
cover the resale of the shares issuable upon the conversion of the debentures.
The debentures will be issued to less than thirty five accredited investors in
reliance upon the exemption provided by Rule 506 of Regulation D promulgated
under the Securities Act of 1933, as amended.





As of
April 11, 2005, the company has raised $385,000 through issuance of 10 %
promissory notes through accredited investors, who immediately converted said
notes into common stock, and an additional $37,500 was received from the sale of
840,000 shares of common B stock.





The
Company has filed a lawsuit against one of its significant customers ( a
wholesaler) to enforce its rights to audit the books and records of the
wholesaler with the expectation that additional revenues are due to the Company
and have not been remitted to date.





Management
believes its audit rights will be sustained and ultimately result in a
determination that a significant sum is due the Company. The Company also
contacted a second wholesaler, who determined that due to system problems, the
wholesaler does owe the Company a substantial amount of enrollment fees for
prior years. The Company expects to receive the fees in 2005.










F-22
 Table of Contents


.




**Item 8.  Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure.**





During
Amacore Group’s two most recent fiscal years, the principal independent
accountant for Amacore Group neither resigned (or declined to stand for
re-election) or was dismissed.







**ITEM 8A.  CONTROLS AND PROCEDURES.**





**Disclosure
Controls and Procedures** .  The
issuer's principal executive officer and principal financial officer are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the issuer and have:





·
    designed
      such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under their supervision, to ensure
      that material information relating to the issuer, including its
      consolidated subsidiaries, is made known to them by others within those
      entities, particularly during the period in which the periodic reports are
      being prepared;




·
    designed
      such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under their supervision,
      to provide reasonable assurance regarding the reliability of financial
      reporting and the preparation of financial statements for external
      purposes in accordance with generally accepted accounting
      principles;




·
    evaluated
      the effectiveness of the issuer's disclosure controls and procedures as of
      the end of the fiscal year (the "Evaluation
Date").





Based on
their evaluation as of the Evaluation Date, the issuer’s principal executive
officer’s and principal financial officer's conclusion about the effectiveness
of the disclosure controls and procedures were that nothing
indicated:




·
    any
      significant deficiencies in the design or operation of internal controls
      which could adversely affect the issuer's ability to record, process,
      summarize and report financial data;




·
    any
      fraud, whether or not material, that involves management or other
      employees who have a significant role in the issuer's internal controls;
      or




·
    any
      material weaknesses in internal controls that have been or should be
      identified for the issuer's auditors and disclosed to the issuer's
      auditors and the audit committee of the board of directors (or persons
      fulfilling the equivalent function).








13
 Table of Contents





In
addition, the issuer’s disclosure controls and procedures are effective in
recording, processing, summarizing and reporting, on a timely basis, information
required to be disclosed by Amacore Group in the reports that it files or
submits under the Exchange Act.





**Internal
Control Over Financial Reporting** .    There
have not been any changes in Amacore Group’s internal control over financial
reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act)
during Amacore Group’s fourth fiscal quarter that have materially affected, or
are reasonably likely to materially affect, Amacore Group’s internal control
over financial reporting.





Code of
Ethics. In 2005, we adopted a code of ethics that applies to all of Amacore
Group’s employees, including its officers. A copy of the Code is included in
this filing as an Exhibit. Any changes to this Code or any waiver granted an
officer will be reported on Form 8-K, under Item 10 .





14
 Table of Contents









**PART
III**




**Item 9.  Directors and Executive
Officers.**





The
following is a list of our directors and executive officers:





Name
    Age
    PositionClark
      A. Marcus
    63
    Chairman,
      President, Chief Executive
      Officer
      and DirectorJames
      L. Koenig
    58
    Acting
      CFO, Secretary and DirectorArnold
      Finestone
    74
    DirectorWilliam
      H. Koch, M.D.
    66
    DirectorSharon
      Kay Ray
    47
    DirectorJohn
      A. Schild
    65
    DirectorArthur
      Yeap
    49
    Director








Clark A.
Marcus, one of our founders, has served as Chairman of the Board and Chief
Executive Officer since September 1993. He also has served as President since
February 1996. Mr. Marcus has been a practicing attorney since 1968 and was
senior partner in the New York law firms of Victor & Marcus and Marcus &
Marcus.





James L.
Koenig has been Secretary and a Director since February 1996. He was Senior Vice
President and Chief Financial Officer from February 1996 until August 16, 2004
and is currently serving as the Chief Financial Officer. Prior to joining
Amacore Group in December 1994, as an independent sales agent, he worked in
various accounting/management capacities primarily in the utilities industry.
From 1984 to November 1994, Mr. Koenig was employed by Tampa Electric Company in
various executive capacities ranging from Assistant Controller to Director of
Audit Services and Director of Regulatory Affairs.





Arnold
Finestone has been a member of our Board of Directors since April 2001. 
Mr. Finestone is a business management consultant.  From 1970 to 1988, he
was an executive with Dart & Kraft, Inc., serving as President of its Dartco
subsidiary, which was engaged in marketing and manufacturing high performance
engineering plastics for consumer and industrial uses and Executive Vice
President of the Chemical-Plastics Group from 1970 to 1982.  From 1957 to
1970, he was Vice President, Director of Planning, Development and Marketing of
Foster-Grant, Inc.





William
H. Koch, M.D. has been a member of our Board of Directors since February 1996.
He has been a psychiatrist and child development specialist since 1974. He is
the Founder and Director of Parent and Child Services, Inc., New York City; The
Parent and Child Consultation Services, New York City; and the "School for
Parents." He is a former member of the faculty of the College of Physicians and
Surgeons, New York City, and Special Consultant to Child Protective Services,
New York City. Dr. Koch also is an author, lecturer and consultant.








15
 Table of Contents





Sharon
Kay Ray, one of our founders, has been a member of our Board of Directors since
inception. Since March 1989, she has served as regional marketing representative
for Novo Nordis Pharmaceuticals, a multi-national pharmaceutical company, and as
a special marketing consultant for a number of public and non-public
corporations.





John A.
Schild has been a member of our Board of Directors since June 2000. He has been
the Director for the Work Related Benefits Program/Family Independence
Administration/City of New York since 1998, and from 1991-1998 was the Site
Manager.





Arthur
Yeap has been a member of our Board of Directors since April 2001.  Since
1983 Mr. Yeap has been Chief Executive officer of Novo Group, consultants and
manufacturers of customer audio and video products for professional use. 
He also has been a principal investigator on the staff of the University of
California at Berkley, engaged in research for advanced military and consumer
uses for the Internet.  From 1996 to 1999, he was Director of Marketing,
Consumer Products for ITV Corp.  From 1995 to 1996 Mr. Yeap was Chief
Engineer for WYSIWYG networks.





**Meetings
and Committees of the Board of Directors**





Our Board
of Directors conducts its business through meetings of the Board and through
activities of its committees.





The Board
of Directors has established an Audit Committee.  Arnold Finestone and
Arthur Yeap are the current members of the Audit Committee. Mr. Finestone is the
audit committee financial expert.  The Audit Committee recommends
engagement of Amacore Group’s independent auditors, is primarily responsible for
approving the services perform by the independent auditors and for reviewing and
evaluating our accounting principles and its system of internal accounting
controls and has general responsibility in connection with related
matters.





The Board
does not have an option committee or a nominating committee, the functions of
which are performed by the Board.





All our
directors hold office until the next annual meeting of stockholders or until
their successors are duly elected and qualified, and all executive officers hold
office at the discretion of the Board of Directors.





**Section
16(a) Beneficial Ownership Reporting Compliance**





Section
16(a) of the Securities Exchange Act requires our officers, directors and
persons who own more than ten percent of our class A common stock to file
certain reports of ownership and changes in ownership with the SEC within
specified time periods. Officers, directors and ten-percent stockholders are
required by regulation to furnish us with copies of all Section 16(a) forms they
file. We are not aware of any failures to file reports or report transactions in
a timely manner during the fiscal year ended December 31, 2003.








16
 Table of Contents










**Item 10.  Executive Compensation**





The
following table sets forth the compensation paid to, earned by or accrued for
our Chief Executive Officer and each of our other executive officers for whom
more than $100,000 was paid or accrued as compensation for the years ended
December 31, 2004, 2003, and 2002 (collectively, the "Named Executive
Officers"):








Annual
Compensation (3)


Name
      and Principal Position
    
    Year
    
    Cash
      Compensation
    
    Other
      CompensationClark
      Marcus
      Chief Executive Officer and President
    
    
    2004
      2003
      2002
    
    $
      $
      $
    426,3892
      207,434
      30,625
    
    **$**
      $
      $
    ****111,701(1)
      549,834(1)
      282,143(1)James
      L. Koenig
      Senior Vice President, Chief Financial
      Officer
      and Secretary
    
    
    2004
      2003
      2002
    
    **$**
      $
      $
    ****250,381
      109,663
      16,584
    
    **$**
      $
      $
    ****99,083(2)
      184,686(2)
      210,907(2)










(1)
    Includes
      auto allowance of $6,000 for each year; deferred compensation
      (compensation earned in accordance with employment agreement, but not
      paid) of $276,143 for 2002, $268,850 for 2003 and $105,710 for 2004, and
      forgiveness of debt of $274,984 in 2003.(2)
    Includes
      auto allowance of $6,000 for each year; deferred compensation
      (compensation earned in accordance with employee agreement, but not paid)
      of $204,907 in 2002, $170,686 in 2003 and $93,083 in 2004, and forgiveness
      of debt of $8,000 in 2003.(3)
    There
      was no Long-Term Compensation for the officers.





**Employment
Agreements**





Clark
Marcus serves as our Chief Executive Officer pursuant to an employment agreement
which expires in September 2008. The agreement provides for a salary of $150,000
per annum, increased by an amount equal to the greater of fifteen percent (15%)
of the prior year's salary or the increase in the consumer price index for the
Tampa, Florida area, plus a bonus beginning at three percent (3%) of Amacore
Group's pre-tax profits in any year that our revenues exceed $1 million and
increasing up to seven percent (7%) of our pre-tax profits in any year that
revenues exceed $4 million. The actual amount paid to Mr. Marcus, excluding an
auto allowance of $6,000, and deferred salary of $105,710, for the year ending
December 31, 2004 was $426,389. We may terminate his employment for gross
misconduct in the performance of his duties. If Mr. Marcus' employment is
terminated within 12 months following a change in control, Mr. Marcus will
receive his salary, bonus and additional compensation for a period equal to the
greater of the remainder of the term of the employment agreement or 3 years.
Amacore Group has amended Mr. Marcus’ agreement for extensions for periods that
he has not received his full annual salary, currently resulting in extension
through the year 2008.








17
 Table of Contents





James L.
Koenig served as our Senior Vice President and Chief Financial Officer until
August 16, 2004, when retired, pursuant to an employment agreement which would
have expired in February 2008. Following the termination of Mr. Scott Carson in
April 2005, Mr. Koenig agreed to temporarily resume the responsibilities of
Acting Chief Financial Officer and he continues as Secretary. The agreement
provided for a salary of $125,000 per annum, increased by an amount equal to the
greater of ten percent (10%) of the prior year's salary or the increase in the
consumer price index for the Tampa, Florida area, plus a bonus of three percent
(3%) of our pre-tax profits in any year that our revenues exceed $1 million.
Amacore Group is obligated to pay his deferred compensation totaling $222,467
when it has the ability to do so. Mr. Koenig has agreed to an annual salary of
$156,000 effective January 1, 2005.





Each of
Messrs. Marcus and Koenig have entered into agreements with us which provide
that, for a period of three years following the termination of his employment,
he will not








·
    engage,
      directly or indirectly, in a business within the United States that
      markets products or services the same as, similar to, or competitive with,
      our products or services, whether fully developed or in the development
      stage.





·
    solicit
      or accept business from any entity within the United States which is or
      was a customer of ours during his tenure with us, if such business
      involves one of our products.





·
    solicit
      the employment of, hire or cause any other entity to hire, any of our
      employees.





**OPTION/SAR
GRANTS IN LAST FISCAL YEAR**





No stock
options or stock appreciation rights were granted by Amacore Group to the named
executive officers in 2004.





**AGGREGATED
OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTIONS/SAR
TABLE**





At
December 31, 2004, Amacore Group had no stock options or stock appreciation
rights outstanding.








18
 Table of Contents








**Item 11.  Security Ownership of Certain Beneficial Owners
and Management.**





The
following table sets forth certain information concerning the beneficial
ownership of our common stock as of April 1, 2005 by (i) each stockholder known
by us to be a beneficial owner of more than five percent of the outstanding
common stock; (ii) each executive officer and director; and (iii) all directors
and officers as a group.





Amount
      and Nature
      Of
      Beneficial
      Ownership
      (1)
    
    Percentage
      of Common Stock
      Beneficially
      Owned (2)Name
    Class
      A
      Common
      Stock
    
    Class
      B
      Common
      Stock
    
    As
      a %
      of
      All
      Common
      Stock
    
    As
      a %
      of
      All
      Class
      A
    
    As
      a %
      of
      All
      Class
      BClark
      Marcus (3)
    -
    ****
    1,583,060
    ****
    5.2%
    ****
    **-**
    ****
    29.9%Sharon
      Kay Ray (3)
    50,000
    ****
    24,640
    ****
    *****
    ****
    *****
    ****
    *James
      L. Koenig (3)
    -
    ****
    673,882
    ****
    2.2%
    ****
    **-**
    ****
    12.7%William
      Koch (3)
    87,548
    ****
    5,000
    ****
    *****
    ****
    *****
    ****
    *John
      A. Schild (3)
    67,800
    ****
    **--**
    ****
    *****
    ****
    *****
    ****
    **--**Arnold
      Finestone (3)
    46,390
    ****
    **--**
    ****
    *****
    ****
    *****
    ****
    **--**Arthur
      Yeap (3)
    78,096
    ****
    **--**
    ****
    *****
    ****
    *****
    ****
    **--**Omnifirst
      Capital
    2,500,000
    
    **--**
    
    8.2%
    
    10.0%
    
    **--**Jana
      Corporation
    1,212,500
    ****
    ****2,840,000
    ****
    13.4%
    ****
    4.8%
    ****
    53.6%All
      officers and directors
      as
      a group (7 persons)
    329,834
    ****
    2,285,582
    ****
    8.6%
    ****
    1.3%
    ****
    43.1%





_______________________________


*                      
Less than 1%


( 1)     
Unless otherwise indicated, each person has sole investment and voting power
with respect to the shares indicated, subject to community property laws, where
applicable. For purposes of this table, a person or group of persons is deemed
to beneficially own any shares that such person has the right to acquire within
60 days after April 1, 2005.





(2)     
Calculated as a percentage of the total number of shares of common stock issued
and outstanding without respect to voting power. Each share of class B common
stock is entitled to five votes per share, as compared to one vote per share of
class A common stock. For purposes of computing the percentage of outstanding
shares held by each person or group of persons named above on April 1, 2005, any
shares, which such person or group of persons has the right to acquire within 60
days after such date is deemed to be outstanding for the purpose of computing
the percentage ownership of such person. As of April 1, 2005, we had 25,007,140
shares of class A common stock outstanding and 5,302,802 shares of class B
common stock outstanding, or a total of 30,309,942 shares of common stock
outstanding.





(3)     
Address is c/o The Amacore Group, Inc., 1511 North Westshore Boulevard, Suite
925, Tampa, Florida 33607.







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 Table of Contents





**Item 12.    Certain Relationships and
Related Transactions.**





In March
2003, Mr. Marcus and Mr. Koenig forgave Amacore Group deferred compensation for
fiscal years 2000, 2001 and 2002 of $426,484 and $511,654, respectively, leaving
deferred compensation of approximately $100,000 owing to Mr. Marcus and zero to
Mr. Koenig. Amacore Group owes Mr. Marcus and Mr. Koenig deferred compensation
for the years 2003 and 2004 of $453,518 and $222,467, respectively. The deferred
compensation does not bear interest. Also in March 2003, Amacore Group forgave
Mr. Marcus and Mr. Koenig of indebtedness of loans of $274,984 and $8,000
respectively.





Other
than as described above, none of the following parties has, since our date of
incorporation, had any material interest, direct or indirect, in any transaction
with us or in any presently proposed transaction that has or will materially
affect us:




·
    Any
      of our directors or officers;





·
    Any
      person proposed as a nominee for election as a
director;





·
    Any
      person who beneficially owns, directly or indirectly, shares carrying more
      than 10% of the voting rights attached to our outstanding shares of common
      stock;





·
    Any
      of our promoters;





·
    Any
      relative or spouse of any of the foregoing persons who has the same house
      as such person


****


**Item 13.    Exhibits and Reports on Form
8-K.**





(a) 
Exhibits to this Report are all documents previously filed which are
incorporated herein as exhibits to this Report by reference to all other reports
previously filed by Amacore Group pursuant to the Securities Act of 1933 and the
Securities Exchange Act of 1934.





We are
filing the exhibits listed below with this Report:





ExhibitNo.
    Description14.1
    Code
      of Business Conduct and Ethics31.1
    Certification
      of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 200231.2
    Certification
      of Acting Chief Financial Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232.1
    Certification
      of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley
      Act of 200232.2
    Certification
      of Acting Chief Financial Officer Pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002





(b)
      Reports on Form 8-K:
    Amacore
      Group filed the following Reports on Form 8-K during the last quarter of
      the fiscal year of December 31, 2004:Current
      Report on Form 8-K(Amended) dated August 16, 2004 (date of earliest event
      reported) and filed on October 18, 2004, for the purpose of reporting the
      hiring of Scott Carson as the new CFO replacing James Koenig who had
      retired.





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 Table of Contents








**Item 14.  Principal Accountant Fees and
Services.**


**Fiscal
      year ending**
      **December
      31, 2004**
    
    **Fiscal
      year ending**
      **December
      31, 2003**Audit
      Fees
    
    $
    58,608
    
    $
    14,000Audit
      Related Fees
    
    
    0
    
    
    0Tax
      Fees
    
    $
    0
    
    
    0All
      Other Fees
    
    $
    12,500
    
    $
    0





21
 Table of Contents








**SIGNATURES**





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





Dated **:** April
26 **,**  2005





**AMACORE
      GROUP INTERNATIONAL INC.**By:/s/ 
      Clark A.
      Marcus
      President
      and Chief Executive officer
      (Principal
      Executive Officer)








In
accordance with the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the Registrant on April 26, 2005 in
the capacities indicated.





Signature
    Title/s/ 
      Clark A. Marcus
      Clark A. Marcus
    Chief
      Executive Officer, President and
      a
      Director (Principal Executive Officer)/s/
      James L. Koenig
      James L. Koenig
    Acting
      Chief Financial Officer,
      Secretary
      and a Director/s/ 
      William Koch, M.D
      William Koch, M.D.
    Director/s/ 
      Sharon Kay Ray
      Sharon Kay Ray
    Director/s/ 
      John A. Schild
      John A. Schild
    DirectorArnold
      Finestone
      Arnold Finestone
    Director/s/ Arthur Yeap
      Arthur Yeap
    Director










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