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


**WASHINGTON,
      D.C. 20549**





**FORM
      10-KSB/A**





**[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 **$** 163,279.







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.








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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.








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**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.











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**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.








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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.







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**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.








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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 $36,797,005 increased by approximately $34,144,000
      over the prior year.  Comparison of the more significant components
      of
      SG&A expenses follows:






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2004
            
            2003
            
            Increase
              (Decrease)Payroll
                & related Expenses
            
            $
            3,560,036
            
            $
            1,232,640
            
            $
            2,327,396Business
                Travel/Trade Shows
            
            
            332,886
            
            
            220,541
            
            
            112,345Insurance
            
            
            129,607
            
            
            127,938
            
            
            1,669Professional/consulting
                Fees
            
            
            31,593,586
            
            
            489,993
            
            
            31,103,593Marketing
              expense
            
            
            483,000
            
            
            -
            
            
            483,000Rent
            
            
            124,468
            
            
            117,677
            
            
            6,791All
                other SG&A expenses
            
            
            573,422
            
            
            464,143
            
            
            109,279Total
            
            $
            36,797,005
            
            $
            2,652,932
            
            $
            34,144,073








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 slightly more than 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.






Marketing
      expense increased $483,000 due to the Company
      charging the investment in LBI to marketing expense in 2004.







**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.











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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**






Amacore
      Group 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.





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. Any
        remaining amounts were eliminated by the officers’ absorbing certain expenses
        they incurred on behalf of Amacore Group.





**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
 Table
          of Contents





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.  The investment in LBI was charged to marketing
      expense.







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
              
              
              6,587Intellectual
                  property
              
              
              2,307,572
              
              
              -Total
                  assets
              
              $
              2,577,062
              
              $
              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
              
              
              582,720
              
              
              487,809Deferred
                  revenue
              
              
              32,945
              
              
              32,303Total
                  current liabilities
              
              
              2,472,389
              
              
              4,814,409Long
                  Term LiabilitiesConvertible
                  debenture
              
              
              370,000
              
              
              --Deferred
                  Revenue
              
              
              154,044
              
              
              37,917Total
                  liabilities
              
              
              2,996,433
              
              
              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
              
              
              53,392,671
              
              
              10,095,123Accumulated
                  deficit
              
              
              (53,839,675
              )
              
              (14,876,630
              )Total
                  stockholders’ equity (deficit)
              
              
              (419,371
              )
              
              (4,778,301
              )Total
                  liabilities and stockholders’ equity (deficit)
              
              $
              2,577,062
              
              $
              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
              
              
              3,560,036
              
              
              1,232,640Professional
                  expense
              
              
              376,422
              
              
              142,768Insurance
                  expense
              
              
              129,608
              
              
              127,938Travel
                  and entertainment
              
              
              287,274
              
              
              219,941Marketing
                  Expense
              
              
              483,000
              
              
              -Contract
                  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
              
              
              36,797,005
              
              
              2,652,932Operating
                  loss from operations before other income and expense
              
              
              (36,633,726
              )
              
              (2,471,540
              )OTHER
                  INCOME (EXPENSE)Interest
                  expense
              
              
              (1,712,992
              )
              
              (364,511
              )Settlement
                  expense
              
              
              (14,327
              )
              
              -Forgiveness
                  of debt
              
              
              -
              
              
              114,274Product
                  endorsement fees
              
              
              -
              
              
              250,000Total
                  other income (expense)
              
              
              (1,727,319
              )
              
              (237
              )Net
                  loss
              
              
              (38,361,045
              )
              
              (2,471,777
              )Preferred
                  stock dividend
              
              
              -
              
              
              7,446Net
                  loss available to common stockholders
              
              $
              (38,361,045
              )
              $
              2,479,223Basic
                  and diluted loss per share
              
              $
              (1.86
              )
              $
              (0.87
              )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
              
              
              
              
              
              398,876Foregiveness
                  of Deferred Compensation
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              928,639
              
              
              
              
              
              938,639Net
                  (Loss)
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (2,471,777
              )
              
              (2,471,777
              )Balance
                  - December 31, 2003
              
              
              380
              
              
              -
              
              
              -
              
              
              --
              
              
              
              
              
              
              
              
              3,060,720
              
              
              3,062
              
              
              255,540
              
              
              255
              
              
              10,095,012
              
              
              (14,876,630
              )
              
              (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
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (38,361,045
              )
              
              (38,361,045
              )Balance
                  - December 31, 2004
              
              
              155
              
              $
              0
              
              
              0
              
              $
              0
              
              
              86
              
              $
              0
              
              
              23,174,173
              
              $
              23,170
              
              
              4,462,802
              
              $
              4,463
              
              $
              53,392,671
              
              $
              (53,839,675
              )
              $
              (419,371
              )


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
            
            $
            (38,361,045
            )
            $
            (2,471,777
            )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
            
            
            
            
            
            2,000LBI investment charged to marketing expense
            
            
            483,000
            
            
            -Changes
                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
            
            
            94,912
            
            
            388,437Increase (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 intellectual property. Effective January
      1,
      2004 in accordance with SFAS 142. “Goodwill and Other Intangibles”, intangible
      assets with an indefinite life, namely goodwill is not amortized.
      Intangible assets with a definite life are amortized on a straight-line basis
      with estimated useful lives of 3-17 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 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.  The cost of acquiring LBI has been expensed as marketing expense
      since the nature of LBI's assets and activities did not warrant recording as
      goodwill.





**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.  The investment in LBI, in 2004, was charged to marketing
      expense.












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
      $241,310 and $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 it
      members, and was 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)
            
            $
            (38,361,045
            )
            $
            (2,471,777
            )Less
                preferred stock dividend
            
            
            -
            
            
            (7,446
            )Net
                income (loss) available to common stockholders
            
            
            (38,361,045
            )
            $
            (2,479,223
            )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
            
            $
            (1.86
            )
            $
            (0.87
            )








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.  The Company
      has
      obtained additional financing from Divine Capital and convertible notes totaling
      approximately $685,000 (see note 19).





**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
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          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.





20
 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 **:** June
      27 **,**  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 June 27, 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









22