Table
      of Contents 
 **U.S.
        SECURITIES AND EXCHANGE COMMISSION**
 **WASHINGTON,
        D.C. 20549**
 
 **FORM
        10-KSB**
 
 **[X]
        Annual report under Section 13 or 15(d) of the Securities Exchange Act of
        1934**
 
 For
        the
        fiscal year ended December 31, 2005
 
 **[_]
        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)
 .
 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 **$** 461,052.
 
 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 May 9, 2006 was $735,838.
  
  
 
 
 **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 May 9, 2006, the issuer had 56,602,922 shares of common stock, $.001
        par
        value, outstanding.
 
 Transitional
        Small Business Disclosure Format:  Yes  ̈ No ý
 
 **DOCUMENTS
        INCORPORATED BY REFERENCE**
 
  
  
  
 
  
 **TABLEOF
        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
 
  
 
  
  
 
 **PARTI**
 **Items1
        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 1, 2006.  Rent expense
        associated with these premises and charged to operations for the twelve month
        period ending December 31, 2005 was $127,602.  Effective June 1, 2006, our
        executive offices will be located at 1211 North Westshore Boulevard, Tampa,
        Florida 33607. The facilities, which consist of approximately 3,000 square
        feet,
        is leased for a one-year period with four one-year renewal periods.
 
 **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.  The Company sold the PhotoScreener in 2005 and retained certain
        future royalty rights for future sales of the PhotoScreener and image
        inteerpretation fees.
 
 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.
 
 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 $4,574,870 and $37,669,721 for the fiscal periods ending December 31,
        2005
        and 2004, 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, 2005, we had eight full-time officers and employees.
 
 
 **Item
        3.  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. In March 2006, the parties
        agreed upon a settlement, including an audit of Motivano’s books and records
        which is expected to commence in May 2006. Management believes that the audit
        will result in a significant sum is due to Amacore Group from
        Motivano.
  **Item4. 
Submission
        of Matters to a Vote of Security
        Holders**
 
 In
        2005,
        we submitted one matter to a vote to certain principal stockholders holding
        a
        majority of the total issued and outstanding voting stock of Amacore Group.
        This
        matter was the adoption of a resolution to increase, by 520,000,000 shares,
        the
        total number of authorized shares to 640,000,000 shares, consisting of
        500,000,000 shares of Class A common stock, 120,000,000 shares of Class B
        common
        stock and 20,000,000 shares of preferred stock. The principal stockholders
        voted
        in favor of this matter.
 
 
 
  2
  **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 260 stockholders of record at
        December 31, 2005.  The Class A common stock is listed and traded
        principally on the OTC Bulletin Board under the symbol "ACGI."  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, 2005
        and
        2004.  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, 2004
              
              0.30
              
              0.88June
                  30, 2004
              
              4.45
              
              1.95September
                  30, 2004
              
              3.70
              
              2.00December
                  31, 2004
              
              2.75
              
              0.67March
                  31, 2005
              
              0.99
              
              0.21June
                  30, 2005
              
              0.37
              
              0.14September
                  30, 2005
              
              0.22
              
              0.11December
                  31, 2005
              
              0.185
              
              0.045
 
 
 On
        May 9,
        2006 the closing bid price of one share of our Class A common stock on the
        OTC
        Bulletin Board was $0.013.  As of the same date, there were approximately
        260 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
        2005, one accredited investor purchased 840,000 common B shares for a purchase
        price of $37,500.  Amacore Group also issued **** 2,797,745 **** shares
        of
        common stock in payment for consulting services.
 
 Amacore
        Group also issued $1,350,000 of one-year ten percent promissory notes in
        2005 to
        thirty-six accredited investors and $400,000 of mandatory convertible,
        three-year, six percent notes to twelve **** 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 2005 Amacore Group received a total
        investment of $400,000. 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 filed a registration statement, which became effective on November
        9, 2005, to cover the resale of the shares of Class A commons stock issuable
        upon the conversion of the debentures. The debentures were issued to twelve
        accredited investors in reliance upon the exemption provided by Rule 506
        of
        Regulation D promulgated under the Securities Act of 1933, as amended.
 
 In
        2006,
        Amacore Group has raised an additional **$** 842,000
        through the issuance of promissory notes to nineteen accredited investors.
        Seven
        of the investors immediately converted said debt into 2,265,809 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.
 
  3
  
 **Item
        6.  Management'sDiscussion and Analysis of Financial
        Condition and Results of Operations**
 
 **MANAGEMENT'S
        DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION**
 **AND
        RESULTS OF OPERATION**
 
 **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 Amacore Group.  Words such as "may,"
        "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates,"
        "will," "should," "could," variations of such words, and similar expressions
        are
        intended to identify such forward-looking statements.  Similarly,
        statements that describes future plans, objectives, or goals also are
        forward-looking statements.  These statements are not guarantees of future
        performance and are subject to a number of risks, uncertainties, and other
        factors, including those discussed below and elsewhere in this report, that
        could cause actual results to differ materially from future results,
        performances, or achievements expressed or implied by such forward-looking
        statements. Consequently, reliance should not be placed on these forward-looking
        statements. The Amacore Group undertakes no obligation to update publicly
        any
        forward-looking statements, whether as a result of new information, future
        events or otherwise.
  Factors
        that could cause actual results to differ materially from what is expressed
        or
        forecasted in such forward-looking statements include, but are not limited
        to:
        (i) the inability of The Amacore Group's products to attain broad market
        acceptance; (ii) inability of The Amacore Group to complete its product
        development; (iii) the impact of competitive products and pricing; (iv) The
        Amacore Group's ability to expand its sales and marketing programs; (vii)
        dependence on key personnel; (ix) the availability, terms and deployment
        of
        capital; and (x) general economic and business conditions. Subsequent written
        and oral forward-looking statements attributable to us or persons acting
        on our
        behalf are expressly qualified in their entirety by the cautionary statements
        set forth above and contained elsewhere in this Annual Report on Form
        10-KSB.
  **Introductory
        Overview**
  Amacore
        Group originally began selling memberships in its discount vision program
        to
        retail customers in an effort to prove that a vision discount plan with an
        ophthalmologic (Eye M.D.) panel included would be not only accepted, but
        desired, by the general public and prove to other marketers of various health
        plans of the benefits of including such a plan in their products. The Amacore
        Group sold the plan on a retail only basis for many years proving that the
        general public did desire to have a vision plan with medical coverage before
        it
        was determined that it was time to change its emphasis to marketing its plan
        to
        other marketers of health benefit plans (“wholesalers”). Marketing programs on a
        retail basis requires a broad national marketing staff which The Amacore
        Group
        was not financially prepared to support, whereas a much smaller staff is
        needed
        to market to others on a wholesale basis. During the transition period, revenues
        decreased and losses were incurred, but Amacore Group has continued to market
        the plan on a retail basis with less emphasis and has devoted most of its
        time
        to developing contractual relationships with other marketers of various health
        plans, including, but not limited to, insurance companies and marketers of
        other
        discount plans such as dental, vision (without a vision medical component),
        and
        prescription drugs. Amacore Group has numerous wholesale contracts in place
        but
        these contracts have not produced a substantial amount of revenue as quickly
        as
        anticipated by management. This, combined with reduced retail revenue, have
        caused revenues to suffer. Amacore Group continues to place its emphasis
        on
        marketing its plan to wholesalers and believes it now has contracts that
        are
        either in place or near completion of negotiations for new contracts, which
        management anticipates will generate an increasing level of revenues for
        2005
        and subsequent years.
  In
        late
        2004, The Amacore Group acquired another company, LBI Brokerage, a managing
        general agency for group health and life insurance products (products that
        are
        synergistic with The Amacore Group’s vision plan). A managing general agency is
        an agency appointed by an insurance company for the express purpose of
        distributing its products to downline general agents and in turn to market
        its
        product line (including The Amacore Group’s vision plan) downline to its agents
        and producers. LBI has been appointed the managing general agency for
        Transamerica, which is a part of the AEGON Insurance Group, one of the top
        50
        largest public financial companies in the world, ranked by
        assets.
  Also
        in
        late 2004, The 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, has been approved by the
        FDA.
  4
   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
        year ended December 31, 2005, Amacore Group’s gross income of $461,052 was
        approximately $298,000 more than Amacore Group’s gross income recorded in the
        same timeframe in 2004 of $163,279. Approximately $97,000 of this increase
        resulted from commission income earned by LBI during the year 2005. The
        remaining $201,000 increase 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. Approximately $148,000 of the increase
        was attributable to the recognition of revenues received in late 2004 from
        a
        wholesale customer but earned during 2005.
  Implementation
        of the wholesale sales has taken longer than anticipated by Amacore Group. 
Several of the private label wholesale agreements provide that Amacore Group’s
        vision plan will be automatically included with all sales offerings of the
        customer’s products or services. Amacore Group anticipates that additional
        commission income will be derived from an agreement with a mail order
        fulfillment provider once the wholesale contracts are implemented.  Amacore
        Group also offers its vision program to the general public through its
        website, www.eyecareintl.com.
  **Selling,
        General and Administrative Expenses (SG&A):**
  Amacore
        Group’s SG&A expenses for the year 2005 of $3,801,959 decreased by
        approximately **$** 32,995,000
        from the year 2004.  Comparison of the more significant components of
        SG&A expenses follows:
  Year
                  Ended December 312005
              
              2004
              
              Increase
                (Decrease)Depreciation
              
              $
              7,379
              
              $
              3,252
              
              $
              4,127Amortization
                  of intellectual property
              
              
              117,554
              
              
              0
              
              
              117,554Payroll
                  & Related Expenses
              
              
              1,320,969
              
              
              3,560,036
              
              
              (2,239,067
              )Business
                  Travel/Trade Shows
              
              
              211,827
              
              
              332,886
              
              
              (121,059
              )Insurance
              
              
              122,796
              
              
              129,607
              
              
              (6,811
              )Professional/Consulting
                  Fees
              
              
              1,537,425
              
              
              31,593,586
              
              
              (30,056,161
              )Marketing
                  expense
              
              
              -
              
              
              483,000
              
              
              (483,000
              )Rent
              
              
              127,601
              
              
              124,468
              
              
              3,133All
                  Other SG&A expenses
              
              
              356,407
              
              
              570,170
              
              
              (213,763
              )Total
              
              $
              3,801,959
              
              $
              36,797,005
              
              $
              (32,995,047
              )
   Depreciation
        expense, which is computed on a straight-line method over the assets estimated
        lives, increased by $4,127 over 2004, because The Amacore Group purchased
        some
        computers late in 2004.
 
 Amortization
        of the PhotoScreener (intellectual property) was $117,554 for the 2005, which
        was the first year that any amortization was recorded.
 
 Salaries
        and related expenses for the year ended December 31, 2005 declined about
        $2,239,000 to $1,320,969, primarily because of a $2.3 million non-cash charge
        to
        payroll expense in 2004 for common stock issued by the Company to its officers
        partially offset by a $135,000 non-cash charge for warrants issued to the
        officers in 2005.
   5
  Insurance
        expense of $122,796 was approximately $7,000 less than 2004 because fewer
        employees being covered by the medical plan.
 
 Professional/consulting
        fees of $1,537,425 were approximately $30,056,000 less than in 2004. In 2004,
        The Amacore Group issued stock and/or warrants to consultants/attorneys and
        the
        resultant non-cash charge to expense was **$** 30,617,603
        as compared to a non-cash charge in 2005 for shares/warrants issued to
        consultants/attorneys of $1,228,963. During 2004, the Company established
        a
        contingency reserve of approximately $31,000 for a legal matter in which
        the
        court ruled against the Company. The Company appealed the case, but the appeals
        court upheld the lower court’s ruling.  Management expects to continue to
        issue securities for professional/consulting fees if it lacks sufficient
        cash
        for such payments.
  Other
        expenses for the year 2005 declined about $214,000 to $356,407 mainly because
        of
        the expenses The Amacore Group incurred with its private placements in
        2004.
   **Interest
        Expense:**
 
 Interest
        expense for 2005 amounted to $617,226 compared to $1,760,583 for 2004. Interest
        expense includes a number of components including (a) interest on our notes
        payable, (b) amortization of the discount on our convertible debentures,
        using
        the effective method, (c) liquidating damages on our convertible debentures
        for
        not obtaining an effective registration statement related to securities into
        which the debentures are convertible and (d) losses on the conversion of
        convertible debentures.
 
 Interest
        expense on our notes payable for the year 2005 amounted to $97,267 compared
        to
        $141,116 for the year 2004.
 
 Amortization
        of the discounts on our convertible debentures for the year 2005 amounted
        to
        $61,275 compared to $15,291 for 2004. Applying the effective interest method
        to
        the amortization of debt discounts results in increasing charges to interest
        expense as such discounts are amortized. Accordingly, our interest expense
        arising from amortization of discounts will increase through the maturity
        dates
        of the debentures, unless they are converted.
 
 Liquidating
        damages for the year 2005 amounted to $87,920 compared to $32,300 for 2004.
        Liquidating damages will continue accrue at 2% of the face value of the
        convertible debentures each month until an effective registration statement
        for
        the underlying securities is obtained.
 
 The
        loss
        on the conversion of convertible debentures during the year 2005 amounted
        to
        $92,124. Losses on conversions of convertible debentures may continue to
        arise
        if the creditors convert their securities.
 
 In
        addition to the above items, in early 2004 The 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 $1,522,018.
 
 **Derivative
        instrument income (expense), net:**
 
 Derivative
        instrument income (expense), net for the year 2005 amounted to **$** 1,849,235
        compared to **$** 761,932
        for the year 2004. Derivative instrument income arises from fair value
        adjustments for certain financial instruments, such as warrants to acquire
        common stock and the embedded conversion features of debt and preferred
        instruments that are indexed to the Company’s common stock, and are classified
        as liabilities when either (a) the holder possesses rights to net-cash
        settlement or (b) physical or net share settlement is not within the control
        of
        the Company. In such instances, net-cash settlement is assumed for financial
        accounting and reporting, even when the terms of the underlying contracts
        do not
        provide for net-cash settlement. Such derivative financial instruments are
        initially recorded at fair value and subsequently adjusted to fair value
        through
        charges or credits to income at the close of each reporting period.
 
 Fair
        value for our option-based derivative financial instruments is determined
        using
        the Black-Scholes Valuation Model. The Black-Scholes Model requires the
        development of highly-subjective assumptions, such as the expected term of
        exercise and volatility. Changes to these assumptions may arise from both
        internal (e.g. contract renegotiation) and external factors (e.g. changes
        in the
        trading market value of our common stock); such changes may result in material
        changes to the fair values of our derivative financial instruments. The increase
        in the derivative instrument income noted above is largely due to the decline
        in
        the trading stock price of our common stock. Continuing declines in our trading
        stock price will result in additional credits to income. However, increases
        in
        our trading stock prices will result in charges to income. We will continue
        to
        adjust our derivative financial instruments to fair value until we achieve
        the
        ability to net-share settle these instruments.
  6
  
 **Extraordinary
        Loss:**
 
 In
        March
        2006, Amacore Group sold it rights to the patents and technology of its
        PhotoScreener. As a result, in 2005, the Company wrote down the value of
        the
        intangible asset down to the value received from the sale, which resulted
        in a
        charge to non-operating expense of $2,348,020.
 
 
 **Net
        loss:**
 
 Our
        net
        loss amounted to **$** 4,574,870
        for the year ended December 31, 2005 compared to **$** 37,699,721
        for the year 2004. The significant decline in our net loss is more fully
        discussed above in the details of changes in our account balances. However,
        the
        largest components of change are the substantial decrease in our consulting
        expenses and the recognition of positive fair value adjustments to our
        derivative financial instruments.
 
 **Preferred
        stock dividends and accretions:**
 
 Preferred
        stock dividends and accretions amounted to $221,004 for the year ended December
        31, 2005 compared to $23,017 for 2004. Our preferred stock was not issued
        until
        August 2004; therefore, there are no amounts for the same period in the
        preceding year. Preferred stock will continue to be accreted and cumulative
        dividends will continue to be recorded until either (a) the preferred stock
        is
        fully accreted to its $860,000 redemption value or (b) the preferred stock
        is
        converted into, or redeemed for, common stock.
 
 **Loss
        per common share:**
 
 Loss
        per
        common share amounted to $0.13 for the year ended December 31, 2005 compared
        to
        $1.83 for the year 2004. Loss per common share is calculated by dividing
        loss
        applicable to common stockholders by the weighted average number of common
        shares outstanding. Loss per common share does not give effect to warrants
        to
        acquire common stock and convertible securities because, while in a loss
        position, the effects would be anti-dilutive.
 
 **Loans
        to Stockholders and Officers:**
 
 As
        of
        December 31, 2005, there were no loans or advances to officers.
  CONTRACTUAL
        OBLIGATIONS
 
 Lease
        Commitments: See Note 16 Commitments
        and Contingency in our
        annual financial statements for information about non-cancelable commitments
        under our lease agreements.
 
 Liquidating
        Damages: See Note 8 Convertible
        Debentures in our
        quarterly financial statements for information about liquidating damages
        that we
        are accruing related to our convertible debentures. As noted in the caption
        interest expense, above, we have recorded **$** 87,920
        during 2005 and $32,300 for liquidating damages and will continue to accrue
        such
        amounts until we satisfy the requirements of our debenture
        agreements.
  OFF
        BALANCE SHEET ARRANGEMENTS
  We
        do not
        have any off balance sheet arrangements as of December 31, 2005 or as of
        the
        date of this report.
  SUBSEQUENT
        EVENTS
  During
        the first quarter of 2006, the Company issued 1 million shares of common
        stock
        as a result of $21,750 of the Divine mandatory convertible, 7% debentures
        being
        converted at $0.02175 per share, and 285,714 shares as a result of $6,000
        of the
        May Davis, 6% mandatory convertible debentures being converted at $0.021
        per
        share.
 
 Also,
        during the first quarter of 2006, the Company issued a $277,000 one-year,
        eight
        percent promissory notes to nine accredited investors. Immediately $66,000
        of
        the notes were converted to 2,118,750 shares of common stock at a conversion
        rate ranging from $0.025 to $0.04 per share.
 
  7
  On
        April
        24, 2006, The Amacore Group, Inc. (the “Company”) entered into an Investment
        Agreement with Dutchess Private Equities Fund, LP, (“Dutchess”), pursuant to
        which the Company has the right, but not an obligation, to sell to Dutchess
        up
        to $10 million of the Company’s common stock over a period of thirty-six months,
        after a registration statement for the stock has been declared effective
        by the
        U.S. Securities and Exchange Commission (“SEC”). In accordance with the
        agreement, the Company is entitled to place, as often as once every five
        trading
        days, a “Put” with Dutchess equal to either $100,000 or 200% of the averaged
        daily trading volume multiplied by the average of the three daily closing
        prices
        immediately preceding the date of issuance of the Put (the “Put Date”). The
        purchase price is set at ninety-three percent (93%) of the lowest closing
        bid
        price of the stock during the five (5) consecutive trading days immediately
        following the Put Date. In the event that the purchase price is less than
        75% of
        the lowest closing bid prices of the Company’s common stock for the 10 trading
        days prior to the Put Date, the Company has the right to cancel the Put.
        The
        Company is obligated to pay a percentage of each Put as a placement agent
        fee,
        which fee will be negotiated between the Company and a registered
        broker-dealer.
 
 In
        connection with the Investment Agreement, the Company also entered into a
        registration rights agreement (the “Registration Rights Agreement”) providing
        for the filing of a registration statement (the “Registration Statement”) with
        the Securities and Exchange Commission registering shares of common stock
        to be
        sold upon the issuance of a Put. The Company is obligated to use its best
        efforts to cause the Registration Statement to be filed with the SEC no later
        than May 15, 2006 and to be declared effective no later than July 23, 2006
        and
        to insure that the registration statement remains in effect until the earlier
        of
        (i) all shares issuable pursuant to the Investment Agreement have been sold;
        or
        (ii) 36 months after the registration statement is declared effective.
 
 In
        March
        2006, the Company and a wholesale client, Motivano, reached an out-of-court
        settlement in regards to a lawsuit the Company had filed to enforce its right
        to
        audit the books and records of the wholesaler. The wholesaler agreed to allow
        an
        audit commencing sometime in May 2006. Although the outcome of the audit
        is not
        known, the Company expects that additional revenues are due to the Company
        for
        memberships that have not been reported and thus fees not remitted.
 
 In
        March
        2006, another wholesaler, International Med-Care (IMC), reported to the Company
        that it will be enrolling approximately 200,000 new members in May. As of
        May 1,
        2006, IMC has already reported over 80,000 members. Annual revenue from this
        activity will produce about $420,000.
 
 In
        March
        2006, the Company sold the technology and patent rights for the PhotoScreener,
        which it had acquired in late 2004. The Company received $50,000 cash, the
        return of nearly 1.6 million shares of common stock it had issued for the
        acquisition, and the right to market the PhotoScreener for a commission,
        and the
        exclusive right to provide, for a fee, the interpretation/diagnosis of each
        film.
 
 
 **LIQUIDITY
        AND CAPITAL RESOURCES**
  The
        following table compares The Amacore Group’s cash flows for the years 2005 and
        2004:
  2005
              
              2004Net
                  cash used by operating activities
              
              $
              **(1,767,197**
              **)**
              $
              (2,923,841
              )Net
                  cash used by investing activities
              
              
              **350**
              
              
              (170,901
              )Net
                  cash provided by financing activities
              
              
              **1,781,200**
              
              
              3,100,724Net
                  increase or (decrease) in cash
              
              $
              **14,353**
              
              $
              5,982
 
 We
        funded
        The Amacore Group’s operations through the issuance of notes payable, amounting
        to $1,750,700 during
        2005. All notes issued in 2005 except $320,000 of mandatory convertible
        debt have
        been converted to Class A common shares. The mandatory
        convertible debt convertible is into Class A common shares in June
        2007 . 
        Although management to date has been able to manage the cash flow shortfalls
        without interruption to our business, there can be no assurances that necessary
        financing will continue to be available. Management is seeking additional
        working capital to satisfy daily operating requirements. There can be no
        assurance that such additional financing will be available on terms acceptable
        to us.
  During
        2005, The Amacore Group issued approximately 22,166,664 shares of Class A
        common
        stock. A total of 2,797,745 shares were issued for services that either have
        been or will be performed by consultants, 50,000 were issued to a wholesale
        for
        a contract extension, 120,000 were issued due to a contract settlement,
        1,562,500 shares were issued for the acquisition of the technology and patent
        rights related to the PhotoScreenerTM, 19,079,008 were issued upon conversion of
        notes payable and accrued interest. The Amacore Group also cancelled 3,305,786
        shares of common stock due to a failed financing arrangement with Dunhill
        Capital, and another 150,000 shares the Amacore Group had issued to a group
        of
        investors as interest in lieu of cash. The resulting non-cash charge to expense
        resulting from the issuances of these securities in 2005 was
        $1,228,963 .
 
 In
        late
        December 2004, The Amacore Group signed an agreement with MasterCard
        International, Inc., whereby MasterCard would offer its members The 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/The
        Amacore Group program. Management is cautiously optimistic that these
        relationships will contribute to revenues in 2006 and beyond.
   8
  **Item7. 
Financial
        Statements.**
 
 **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, 2005 and 2004 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 Amacore
        Group'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, 2005 and 2004 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
 
 May
        19,
        2006
 
   9
  **THE
        AMACORE GROUP, INC.**
 **fCONSOLIDATED
        BALANCE SHEETS**
 
 **2005**
              
              **2004****ASSETS**
              
              
              
              
              (Restated)Current
                  assetsCash
              
              $
              21,761
              
              $
              7,408Accounts
                  receivable (net of $50,000 allowance
                for
                  doubtful accounts in 2005 and 2004)
              
              
              25,923
              
              
              50,184Non-trade
                  receivables and employee receivables
              
              
              0
              
              
              46,050Prepaid
                  expenses and deposits
              
              
              42,626
              
              
              132,334Total
                  current assets
              
              
              90,310
              
              
              235,976Fixed
                  assets (net of accumulated depreciation)
              
              
              25,785
              
              
              33,514Intellectual
                  property
              
              
              92,051
              
              
              2,307,572Total
                  assets
              
              $
              208,146
              
              $
              2,577,062**LIABILITIES
                  AND STOCKHOLDERS’ EQUITY (DEFICIT)**Current
                  liabilitiesAccounts
                  payable
              
              $
              848,833
              
              $
              788,745Loans
                  and notes payable
              
              
              801,074
              
              
              801,950Accrued
                  expenses and payroll taxes
              
              
              649,004
              
              
              319,829Deferred
                  compensation - related party
              
              
              783,801
              
              
              582,720Deferred
                  revenue
              
              
              8,766
              
              
              32,945Derivative
                  financial instruments
              
              
              1,982,604
              
              
              3,755,443Total
                  current liabilities
              
              
              5,074,083
              
              
              6,281,632Long
                  Term LiabilitiesConvertible
                  debenture
              
              
              13,138
              
              
              15,291Deferred
                  Revenue
              
              
              37,365
              
              
              154,044Total
                  long-term liabilities
              
              
              50,503
              
              
              169,355Total
                  liabilities
              
              
              5,124,586
              
              
              6,450,967Redeemable
                  preferred stock:Series
                  C Mandatory Redeemable Preferred Stock,
                86
                  shares authorized, issued and outstanding
                (aggregate
                  liquidation value:  $860,000)
              
              
              244,021
              
              
              23,017Stockholders’
                  Equity (Deficit)Preferred
                  Stock, $.001 par value, 20,000,000 shares authorized;
                Series
                  A convertible preferred stock;
                1,500
                  shares authorized; 155 shares issued and
                outstanding
                  respectively (aggregate liquidation value**:**$155,000)
              
              
              -
              
              
              -Series
                  C, mandatory convertible stock, 86 shares authorized; 86
                  shares
                shares issued and outstanding respectively. (aggregate
                  liquidation
                value:
                  $860,000)
              
              
              -
              
              
              -Common
                  stock A ($.001 par value; 80,000,000 shares authorized;
                45,496,840
                  and 23,174,173 shares issued and outstanding,
                  respectively.)
              
              
              45,497
              
              
              23,170Common
                  stock B ($.001 par value; 20,000,000 shares authorized;
                4,302,802
                  shares aand 4,462,802 shares issued and
                  outstanding,respectively.)
              
              
              4,303
              
              
              4,463Additional
                  paid-in capital
              
              
              47,712,559
              
              
              48,643,295Accumulated
                  deficit
              
              
              (52,922,820
              )
              
              (52,567,850
              )Total
                  stockholders’ equity (deficit)
              
              
              (5,138,961
              )
              
              (
                  3,896,922
              )Total
                  liabilities and stockholders’ equity (deficit)
              
              $
              208,146
              
              $
              2,577,062
  **See
        notes to consolidated financial statements**
 
  F-1
  **THE
        AMACORE GROUP, INC.**
 **CONSOLIDATED
        STATEMENTS OF OPERATIONS**
 **For
        the Years ended December 31, 2005 and 2004**
  **2005**
              
              **2004**REVENUES
              
              
              
              
              (Restated)Membership
                  fees
              
              $
              461,052
              
              $
              163,279OPERATING
                  EXPENSESDepreciation
              
              
              7,379
              
              
              3,252Amortization
              
              
              117,554
              
              
              -Rent
              
              
              127,601
              
              
              124,468Consulting
                  expense
              
              
              1,198,551
              
              
              31,217,164Payroll
                  expense
              
              
              1,320,969
              
              
              3,560,036Professional
                  expense
              
              
              338,874
              
              
              376,422Insurance
                  expense
              
              
              122,796
              
              
              129,608Travel
                  and entertainment
              
              
              194,359
              
              
              287,274Marketing
                  expense
              
              
              0
              
              
              483,000Contract
                  labor
              
              
              62,866
              
              
              46,931Bad
                  debt expense
              
              
              (23,358)
              
              
              106,185Office
                  expense
              
              
              31,697
              
              
              70,839Relocation
                  expense
              
              
              0
              
              
              43,696Telephone
              
              
              44,665
              
              
              43,219Trade
                  shows
              
              
              17,468
              
              
              45,612Selling,
                  general and administrative expenses
              
              
              240,535
              
              
              259,299Total
                  expenses
              
              
              3,801,959
              
              
              36,797,005Operating
                  loss from operations before other income and expense
              
              
              (3,304,907
              )
              
              (36,633,726
              )OTHER
                  INCOME (EXPENSE)Interest
                  expense
              
              
              (617,226
              )
              
              (1,760,583
              )Derivative
                  instrument income (expense, net)
              
              
              1,849,235
              
              
              761,932Settlement
                  expense
              
              
              (20,500
              )
              
              (14,327)Write-down
                  of PhotoScreener
              
              
              (2,224,468
              )
              
              -Total
                  other income (expense)
              
              
              (1,012,959
              )
              
              (1,012,978
              )Net
                  loss
              
              
              (4,353,866
              )
              
              (37,646,704
              )Preferred
                  stock dividend and accretions
              
              
              (221,004
              )
              
              (23,017
              )Net
                  loss available to common stockholders
              
              $
              (4,574,870
              )
              $
              (37,699,721
              )Basic
                  and diluted loss per share
              
              $
              (0.13
              )
              $
              (1.83
              )Basic
                  and diluted weighted average number of
                common
                  shares outstanding
              
              
              34,317,405
              
              
              20,608,587
  **See
        notes to consolidated financial statements**
 
  F-2
  **THE
        AMACORE GROUP, INC.**
 **CONSOLIDATED
        STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)**
 **For
        The Years ended December 31, 2005 and 2004**
 
 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, 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
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                4,970,522
                
                
                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
                
                
                
                
                
                15,758,795Preferred
                    Stock dividends and accretion
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (23,017
                )
                
                (23,017
                )Reclassifications
                    of derivative financial instruments
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (3,545,375
                )
                
                
                
                
                (3,545,375
                )Amortization
                    of debt discount
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (191,452
                )
                
                
                
                
                (191,452
                )Net
                    Loss
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (37,646,704
                )
                
                (37,646,704
                )Balance
                    - December 31, 2004 (Restated)
                
                
                155
                
                $
                0
                
                
                0
                
                $
                0
                
                
                0
                
                $
                0
                
                
                23,170,173
                
                $
                23,170
                
                
                4,462,802
                
                $
                4,463
                
                $
                48,643,295
                
                $
                (52,567,850
                )
                $
                (3,896,922
                )Conversion
                    of Common B to Common A
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                1,000,000
                
                $
                1,000
                
                
                (1,000,000)
                
                $
                (1,000)
                
                
                
                
                
                
                
                
                -Common
                    Stock issued for cash
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                840,000
                
                
                840
                
                
                36,660
                
                
                
                
                
                37,500Conversion
                    of Debt to Common
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                18,038,294
                
                
                18,038
                
                
                
                
                
                
                
                
                1,555,552
                
                
                
                
                
                1,573,590Common
                    Stock issued for asset
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                1,562,500
                
                
                1,563
                
                
                
                
                
                
                
                
                248,437
                
                
                
                
                
                250,000Common
                    Stock issued for interest (cancelled)
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (150,000)
                
                
                (150)
                
                
                
                
                
                
                
                
                (219,750)
                
                
                219,900
                
                
                -Common
                    Stock issued for services
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                2,755,876
                
                
                2,756
                
                
                
                
                
                
                
                
                713,538
                
                
                
                
                
                716,294Common
                    Stock issued for contract settlement
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                120,000
                
                
                120
                
                
                
                
                
                
                
                
                (120)
                
                
                
                
                
                -Common
                    Stock issued for services (cancelled)
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (1,000,000)
                
                
                (1,000)
                
                
                
                
                
                
                
                
                (3,999,000)
                
                
                4,000,000
                
                
                -Warrants
                    issued for officers/directors
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                134,396
                
                
                
                
                
                134,396Warrants
                    issued for services
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                70,088
                
                
                
                
                
                70,088Other
                    Derivative Activities
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                529,463
                
                
                
                
                
                529,463Preferred
                    Stock accretion
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (221,004)
                
                
                (221,004)Net
                    Loss
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (4,353,866)
                
                
                (4,353,866)Balance
                    - December 31, 2005
                
                
                155
                
                $
                0
                
                
                0
                
                $
                0
                
                
                0
                
                $
                0
                
                
                45,496,840
                
                $
                45,497
                
                
                4,302,802
                
                $
                4,303
                
                $
                47,712,559
                
                $
                (52,922,820)
                
                $
                (5,138,961)
 
 **See
        notes to consolidated financial statements**
 
 
  F-3
  
 
 
 
 **THE
        AMACORE GROUP, INC.**
 **CONSOLIDATED
        STATEMENTS OF CASH FLOWS**
 **Years
        ended December 31, 2005 and 2004**
 
 **2005**
              
              **2004****(Restated)**Cash
                  flow from operating activitiesNet
                  loss
              
              $
              (4,353,866
              )
              $
              (37,646,704
              )Adjustment
                  to reconcile net loss to net cash provided by (used)in operating
                  activitiesAmortization
                  of discount on convertible debt
              
              
              48,083
              
              
              15,291Issuances
                  of shares and warrants for services and interest
              
              
              1,289,963
              
              
              34,412,404Depreciation
              
              
              7,379
              
              
              3,252Amortization
                  of intellectual property
              
              
              117,554
              
              
              -LBI
                  Investment charged to marketing expense
              
              
              -
              
              
              483,000Impariment
                  of intellectual property
              
              
              2,348,020
              
              
              -Derivative
                  instrument (income) expense, net
              
              
              (1,772,839
              )
              
              (761,932
              )Changes
                  in operating assets and liabilities(Increase)
                  decrease in accounts receivables
              
              
              24,261
              
              
              5,271(Increase)
                  decrease in prepaid expenses
              
              
              89,708
              
              
              (121,777
              )(Increase)
                  decrease in other current assets
              
              
              46,050
              
              
              84,958Increase
                  (decrease) in accounts payable and accrued expenses
              
              
              389,263
              
              
              149,306Net
                  change in debt discount
              
              
              -
              
              
              241,310Increase
                  (decrease) in deferred compensation
              
              
              201,081
              
              
              94,912Increase
                  (decrease) in deferred revenue
              
              
              (140,858
              )
              
              (116,868
              )Net
                  cash provided (used) by operating activities
              
              
              (1,767,197
              )
              
              (2,923,841
              )Cash
                  flow from investing activitiesPurchases
                  of property and equipment
              
              
              350
              
              
              (30,151
              )Investment
                  in intangibles
              
              
              -
              
              
              (140,750
              )Net
                  cash provided (used) by investing activities
              
              
              350
              
              
              (170,901
              )Cash
                  flow from financing activitiesProceeds
                  from sale of preferred stock
              
              
              37,500
              
              
              602,000Proceeds
                  from sale of long-term debt
              
              
              400,000
              
              
              -Proceeds
                  from short term borrowings loans and notes payable
              
              
              1,350,700
              
              
              3,027,342Proceeds
                  from exercise of warrants
              
              
              -
              
              
              247,764(550,000
              )Payments
                  on convertible notes
              
              
              (7,000
              )
              
              (226,382
              )Net
                  cash provided by financing activities
              
              
              1,781,200
              
              
              3,100,724Increase
                  (decrease) in cash
              
              
              14,353
              
              
              5,982Beginning
                  cash and cash equivalents
              
              
              7,408
              
              
              1,426Ending
                  cash and cash equivalents
              
              $
              21,761
              
              $
              7,408
 
 CONTINUED
 
 
  F-4
   **THE
        AMACORE GROUP, INC.**
 **CONSOLIDATED
        STATEMENTS OF CASH FLOWS (RESTATED)**
 **Year
        ended December 31, 2005 and 2004**
 **(CONTINUED)**
  Supplemental
                  cash flow disclosuresCash
                  paid for interest
              
              $
              -
              
              $
              10,500Cash
                  paid for income taxes
              
              $
              -
              
              $
              -Non-cash
                  investing and financing activities:Accretion
                  and dividends on preferred stock
              
              $
              221,004
              
              $
              23,017Stock
                  and warrants issued for services and interest
              
              $
              1,228,963
              
              $
              34,412,404Stock
                  issued for intangible
              
              $
              250,000
              
              $
              2,649,895Reclassification
                  of financial instruments from equity to liability
              
              $
              -
              
              $
              3,545,375
 
 **See
        notes to consolidated financial statements**
  F-5
  
 
 
 **NOTE
        1 - NATURE OF OPERATIONS**
  The
        Amacore Group, Inc. (The Amacore Group) markets vision care benefit plans
        and
        enhancements to plans provided by others The Amacore Group's benefit plans
        and
        plan enhancements provide members and members of its plan sponsors (employers,
        associations and other organizations) the opportunity to obtain discounted
        The
        Amacore Group services and products from The Amacore Group’s national network of
        ophthalmic physicians, optometrists, eyewear suppliers, etc. The Amacore
        Group
        changed its name from Eye Care International, Inc. to The Amacore Group,
        Inc. as
        of March 31, 2005. These financial statements reflect the new name
        throughout.
  **NOTE
        2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
  **Principles
        of Consolidation**
 
 The
        consolidated financial statements as of and for the years ended December
        31,
        2005 and 2004 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 2005 and 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 Amacore Group considers all
        highly
        liquid debt instruments purchased with a maturity of three months or less
        to be
        cash equivalents.
 
 **Intangible
        assets**
 
 Intangible
        assets consist primarily of intellectual property. Effective January 1,
        2004 in accordance with SFAS 142. “Goodwill and Other Intangibles”, intangible
        assets with an indefinite life, namely goodwill is not amortized.
        Intangible assets with a definite life are amortized on a straight-line basis
        with estimated useful lives of 3-20 years. Indefinite lived intangible assets
        will be tested for impairment yearly and will be tested for impairment between
        the annual tests should an event occur or should circumstances change that
        would
        indicate that the carrying amount may be impaired. The Amacore Group 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, 2005
        was
        approximately **$** 92,051.
        Based on the analysis of all relevant information at December 31, 2005, an
        impairment was charged to expense of approximately $2.3
        million.
  **Impairment
        of Assets**
 
 In
        accordance with the provisions of Statement of Financial Accounting Standard
        No.
        144, Accounting for the Impairment or Disposal of Long-Lived Assets, The
        Amacore
        Group’s policy is to evaluate whether there has been a permanent impairment in
        the value of long-lived assets, certain identifiable intangibles and goodwill
        when certain events have taken place that indicate the remaining unamortized
        balance may not be recoverable. When factors indicate that the intangibles
        assets should be evaluated for possible impairment, The Amacore Group uses
        an
        estimate of related undiscounted cash flows. Factors considered in the valuation
        include current operating results, trends and anticipated undiscounted future
        cash flows. There were no impairment losses recorded for the years 2005 and
        2004, other than the PhotoScreener noted above.   The Company has
        restated its financial statements for the year ended December 31, 2004 (as
        reflected in the financial statements) to reflect the correct accounting
        for
        derivatives financial instruments under the rules set forth in SFAS 133 and
        EITF
        00-19.  The result of that restatement was to reclassify certain equity
        transactions as liabilities and value them at fair value in the approximate
        amount of $3,755,443 and as expense of approximately $1 million, or about
        $0.05
        per share.
 
 
 
 
 
 
  F-6
  
 
 
 **NOTE
        2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**
 
 **Concentration
        of Credit Risk**
 
 Concentrations
        of credit risk with respect to sales to customers existed for 2005 in that
        approximately 24% of total sales were to a single plan sponsor, down from
        46% in
        2004. The concentration of sales to one sponsor to that extent creates a
        risk
        that if that customer is lost, revenues would be significantly affected.
        The
        Amacore Group continues to expand its customer base, and expects to reduce
        the
        impact of that one customer in 2006 by the addition of several other significant
        plan sponsors.
 
 
 
 **Advertising
        Costs**
 
 The
        Amacore Group charges advertising costs to expense as incurred. Advertising
        expense was approximately $0 and $6,044 for 2005 and 2004
        respectively.
  **Acquisition**
 
 In
        July
        2004, The Amacore Group 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 was recorded as marketing expense in 2004.  It is
        anticipated that the activity of LBI will produce significant revenues and
        operating income for The Amacore Group.
 
 **Intellectual
        Property**
 
 In
        December 2004, The Amacore Group acquired 100% of the rights to a number
        of
        patents and technology known as the PhotoScreener (Screener). The PhotoScreener
        technology and related patents enable the owner to manufacture devices that
        can
        quickly scan individual eyes to discover medical abnormalities to be referred
        for treatment. The Screener can be used for preverbal infants as young as
        six
        months up to adults and has been effective in revealing early stage eye
        abnormalities that can be treated effectively. The Amacore Group purchased
        the
        technology for an initial payment of 937,500 shares of common A stock valued
        at
        approximately $2,307,572. The remainder of the purchase price was contingent
        on
        proving its marketibility with a final payment due by October 2005 in the
        amount
        of 1,562,500 shares.  The Company has the right to not make the final
        payment when due, and as a result would forfeit all rights to the patent
        and
        technology.  The Amacore Group has obtained an independent valuation of the
        technology in excess of the purchase price. The Company has determined that
        the useful life for purposes of amortization of the PhotoScreener patent
        (intellectual property) is 20 years. SFAS 142 provides the criteria to be
        considered in determining the useful life. Those criteria are: a) the expected
        use of the patent by the Company, b) the expected useful life of other assets
        which the useful life of the patent may relate, c) any legal, regulatory
        or
        contractual provisions that may limit the useful life of the patent, d) any
        legal, regulatory or contractual provisions that enable renewal or extension
        of
        the PhotoScreener patent without substantial cost, e) effects of obsolescence,
        demand, competition and other economic factors, and f) the level of maintenance
        expenditures required to obtain expected future cash flows from the
        PhotoScreener. After reviewing the criteria the Company concluded that a)
        the
        useful life of the PhotoScreener patent is 20 years, b) there are no other
        assets with which the PhotoScreener patent relates, c) the Company has all
        legal
        rights to the PhotoScreener patent, d) the expected cost of renewing the
        patent
        is minimal - less than $10,000, e) the patent and related technology are
        unique
        and the Company expects significant revenues from the use of the technology,
        and
        f) the patent does not require any maintenance to obtain the expected cash
        flows. In March 2006, the Company sold the its rights to the patents and
        technology of the PhotoScreener, and thus reduced the value on the Company’s
        books and records at December 31, 2005 by $2,348,020 to the net realizable
        value
        of $92,051.
 
 **Estimates**
  The
        preparation of financial statements in conformity with generally accepted
        accounting principles requires management to make estimates and assumptions
        that
        affect the reported amounts of assets and liabilities and disclosure of
        contingent assets and liabilities at the date of the financial statements
        and
        the reported amounts of revenues and expenses during the reporting period.
        Actual results could differ from those estimates
   F-7
  
 **Revenues
        and Commissions Recognition**
  Revenues
        from memberships are recognized over the life of the memberships which generally
        are one year from the month after a member signs up for the program. However
        The
        Amacore Group also sells smaller amounts of two and three year memberships
        which
        are amortized over their respective periods. The Amacore Group recognizes
        income
        from the sale of memberships on a wholesale basis over the life of the contract
        (where applicable) or on a month to month basis as plan sponsors report usage
        of
        memberships..  The Amacore Group also receives a minor amount of commission
        on sale of products. The Amacore Group receives orders by telephone and uses
        a
        fulfillment center to complete the sale.  Those revenues are recognized
        when the product is shipped and paid for by the customer.  Revenues from
        commissions are immaterial in amount.
  **Property
        and Equipment**
  Property
        and equipment are recorded at cost.  Depreciation is calculated using the
        straight line method over the estimated useful lives of the assets, generally
        ranging from 5 to 7 years. Additions and major improvements to property and
        equipment are capitalized. Repair and maintenance expenditures are charged
        to
        expense as incurred. As property or equipment is sold or retired, the applicable
        cost and accumulated depreciation are eliminated from the accounts and any
        gain
        or loss is recorded.
 
 **Accounts
        Receivable**
  Accounts
        receivable, net are stated at estimated net realizable value. Accounts
        receivable are mostly comprised of balances due from memberships, net of
        estimated allowances for uncollectible accounts. In determining collectibility,
        historical trends are evaluated and specific customer issues are reviewed
        to
        arrive at appropriate allowances. (See Note 4)
  **Convertible
        Instruments**
 
 The
        Company reviews the terms of convertible debt and equity securities for
        indications requiring bifurcation, and separate accounting, for the embedded
        conversion feature. Generally, embedded conversion features where the ability
        to
        physical or net-share settle the conversion option is not within the control
        of
        the Company are bifurcated and accounted for as derivative financial
        instruments. (See Derivative
        Financial Instruments below).
        Bifurcation of the embedded derivative instrument requires allocation of
        the
        proceeds first to the fair value of the embedded derivative instrument with
        the
        residual allocated to the debt instrument. The resulting discount to the
        face
        value of debt instrument is amortized through periodic charges to interest
        expense using the Effective Interest Method. (See Note 9) The resulting discount
        to the redemption value of redeemable preferred securities is accreted through
        periodic charges to retained earnings over the term of the instrument using
        the
        Effective Method. (See Note 10).
 
 **Derivative
        Financial Instruments**
 
 The
        Company generally does not use derivative financial instruments to hedge
        exposures to cash-flow or market risks. However, certain other financial
        instruments, such as warrants to acquire common stock and the embedded
        conversion features of debt and preferred instruments that are indexed to
        the
        Company’s common stock, are classified as liabilities when either (a) the holder
        possesses rights to net-cash settlement or (b) physical or net share settlement
        is not within the control of the Company. In such instances, net-cash settlement
        is assumed for financial accounting and reporting, even when the terms of
        the
        underlying contracts do not provide for net-cash settlement. Such financial
        instruments are initially recorded at fair value and subsequently adjusted
        to
        fair value at the close of each reporting period. Fair value for option-based
        derivative financial instruments is determined using the Black-Scholes Valuation
        Model. See Note 15.
 
 **Income
        Taxes**
  The
        Amacore Group has adopted SFAS 109.  The Amacore Group has not made a
        provision for income tax purposes due to incurring losses since inception. 
There is no current tax expense, and after consideration of a valuation
        allowance, there is no deferred tax benefit.  The cumulative net operating
        losses of approximately $53.0 million can be carried forward to offset future
        taxable income.  The net operating loss carry-forward begins expiring in
        2012.
  F-8
  
 
 **Loss
        Per Common Share**
  Basic
        loss per common share was computed using (a) as the numerator, net loss adjusted
        for preferred stock dividends and accretions and (b) as the denominator,
        the
        weighted average number of shares outstanding during the periods presented.
        Diluted loss per common share is considered to be the same as basic loss
        per
        common share since the effects of convertible securities and common stock
        options equivalents are anti-dilutive.
 
 **NOTE 3
        - INCOME TAXES**
  For
        the
        years ended December 31, 2005 and 2004, 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
        Amacore Group has had continued operating losses since inception and the
        prospect for utilization is remote therefore, no deferred tax liabilities
        or
        assets have been recorded.
  Income
        taxes for the years ended December 31, 2005 and 2004 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:
  
 2005
              
              2004Computed
                  tax (benefit) expense at the statutory rate 34%
              
              
              (2,100,000
              )
              
              (13,000,000
              )Change
                  in deferred tax valuation
              
              
              2,100,000
              
              
              13,000,000Current
                  income tax expense (benefit)
              
              
              -
              
              
              -
  Temporary
        differences that give rise to deferred tax assets and liabilities:
  
 2005
              
              2004Deferred
                  tax assets:Net
                  operating loss carry forward
              
              $
              19,900,000
              
              $
              17,800,000Less
                  valuation allowance
              
              
              (19,900,000
              )
              
              (17,800,000
              )Gross
                  deferred tax asset
              
              
              -
              
              
              -Gross
                  deferred tax liability
              
              
              -
              
              
              -Net
                  deferred tax asset
              
              $
              -
              
              $
              -
  As
        of
        December 31, 2005, realization of The Amacore Group’s net deferred tax assets of
        approximately $19,900,000 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,
        2005
        was $2,100,000.
 
 **NOTE 4
        - DUE TO STOCKHOLDERS/OFFICERS**
 
 As
        of
        December 31, 2005, due to stockholders/officers included the
        following:
 
 2005
              
              2004Deferred
                  compensation
              
              $
              783,801
              
              $
              582,720
    F-9
  
 **NOTE 5
        - ACCOUNTS RECEIVABLE, NET**
  Accounts
        receivable, net consist of the following:
 
 2005
              
              2004Accounts
                  receivable
              
              $
              25,923
              
              $
              100,184Less
                  allowance for uncollectible accounts
              
              
              -
              
              
              (50,000
              )Total
              
              $
              25,923
              
              $
              50,184
 
 For
        the
        years ended December 31, 2005 and 2004, amounts expensed to bad debt was
        $(23,358) and $106,185, respectively.
 
 
 
 
 **NOTE 6
        - PROPERTY AND EQUIPMENT, NET**
 
 Property
        and equipment, net consist of the following:
 
 2005
              
              2004Machinery
                  and equipment
              
              $
              14,030
              
              $
              14,030Office
                  furniture
              
              
              59,434
              
              
              59,434Computers
                  and equipment
              
              
              29,604
              
              
              29,954103,068
              
              
              103,418Less
                  accumulated depreciation
              
              
              (77,283
              )
              
              (69,904
              )Total
              
              $
              25,785
              
              $
              33,514
 
 Depreciation
        expense for the years ended December 31, 2005 and 2004 was $7,379 and $3,252,
        respectively.
  
 **NOTE 7
        - NOTES AND LOANS PAYABLE**
 
 Notes
        and
        loans payable consist of the following as of December 31, 2005 and
        2004:
 
 2005
              
              2004Notes
                  payable to investors and shareholders; bearinginterest
                  ranging from 5.75% through 12% per annum;due
                  through December 2005; currently in default.
              
              $
              686,124
              
              $
              687,000Promissory
                  note payable to shareholder investor;bearing
                  1.53% interest per annum through June 2004,increasing
                  to 15% thereafter; currently in default.
              
              
              114,950
              
              
              114,950Total
                  notes and loans payable
              
              
              801,950
              
              
              801,950Less
                  discount on debt (See Note 2,Stock
                  Based Compensation)
              
              
              -
              
              
              -Total
              
              $
              801,074
              
              $
              801,950
  As
        of
        December 31, 2005, all notes and loans payable were classified as current
        maturities.
   F-10
  
 **NOTE
        8—CONVERTIBLE DEBENTURES**
 
 Convertible
        debentures consist of the following as of December 31, 2005 and
        2004:
 
 December
                    31,
                  2005
                
                December
                    31,
                  2004Face
                    value $221,667, 7% Convertible Debentures, due between February
                    10, 2007
                    and December 27, 2007 (a)
                
                $
                6,150
                
                $
                15,291Face
                    Value $320,000, 6% Convertible Debentures, due between March
                    28, 2008 and
                    July 15, 2008 (b)
                
                $
                6,988
                
                $
                -$
                13,138
                
                $
                15,291
 
 **(a)** During
        2004, the Company entered into a debt agreement to issue up to $400,000
        convertible debentures. During the period February 10, 2004 and December
        27,
        2004, $370,000 face value of the debentures was issued. The debentures are
        immediately convertible into common stock of the Company, together with 7%
        interest, which is payable in either cash or common stock, at the option
        of the
        Company. The conversion price is the lesser of (a) 120% of the closing bid
        on
        the closing day, or (b) 75% of the lowest closing bid price of the common
        stock
        during the five trading days immediately preceding the conversion date. Proceeds
        from the 7% Convertible Debentures were allocated first to the embedded
        conversions feature and the residual to the debenture. See Note 15 Financial
        Instruments .
        The
        resulting discount amounted to $370,000 which is being amortized through
        periodic charges to interest expense using the effective method.
 
 As
        of
        December 31, 2005, $148,333 of the debentures had been converted into 2,096,139
        shares of Common stock at conversion rates between $0.0375 and $0.12. The
        conversion resulted in a loss on conversions of $92,124 that is included
        in
        interest expense.
 
 **(b)** During
        March 2005, an agreement was signed whereby Divine Capital would raise up
        to
        $1.0 million of three-year, 6% convertible debentures. In March 2005, the
        Company received an initial investment of $305,000 from that financing
        arrangement and an additional $95,000 during the second and third quarters
        of
        2005. The debentures are convertible into shares of the Company’s Class A common
        stock at a conversion price equal to 75% of the lowest closing bid price
        per
        share for the twenty days immediately preceding the date of conversion, or
        as
        otherwise provided in the debentures. Proceeds from the 6% convertible
        debentures were allocated first to the embedded conversion feature and the
        residual to the debenture. See Note 13 Financial
        Instruments. The
        resulting discount amounted to $400,000 which is being amortized through
        periodic charges to interest expense using the effective method.
 
 The
        conversion of the debentures becomes mandatory on the third anniversary date
        of
        the final closing. The Company may, at its option, call for the redemption
        of
        all or part of these debentures, at any time prior to their maturity. The
        Company agreed to, and filed a registration statement to cover the resale
        of the
        shares issuable upon the conversion of the debentures. The debentures were
        issued to twelve accredited investors in reliance upon the exemption provided
        under Rule 506 of Regulation D promulgated under the Securities Act of 1933,
        as
        amended.
 
 
 **(c)** The
        effective interest rate used to amortize the debt discount on the 7% Convertible
        Debentures and the 6% Convertible Debentures amounted to 171.03% and 170.99%,
        respectively. Amortization of the discounts, which is included in interest
        expense, amounted to $61,275 **** and
        $15,291 during the years ended December 31, 2005 and 2004,
        respectively.
 
 **(d)** The 7%
        Convertible Debenture and the 6% Convertible Debenture Agreements provide
        for
        liquidating damages to the investor if the Company does not obtain an effective
        registration statement covering securities into which these instruments can
        be
        converted. Liquidating damages under these terms commence 150 days following
        the
        closing of each traunch of financing. The Company has recorded liquidating
        damages of **$** 87,920
        and $32,300 during the years ended December 31, 2005 and 2004,
        respectively.
 
 
  F-11
  **NOTE
        9—PREFERRED STOCK**
 
 Series
        C Mandatorily Redeemable Preferred Stock :
 
 In
        August
        2004, the Company raised a total of $602,000 from the sale of (a) 86 shares
        of
        Mandatory Convertible Series C, 6% Cumulative, Preferred Stock, par value
        $0.001
        per share (the “Series C Preferred Stock”) and (b) detachable warrants to
        acquire 400,000 shares of common stock at a strike price of $2.40 per share
        over
        a term of five years (the “Warrants”).
 
 Each
        share of Series C Preferred Stock may be converted at any time until July
        30,
        2006, when conversion becomes mandatory. At the time of conversion, each
        share
        shall be deemed to have a value of $10,000 and is convertible into Class
        A
        common stock at the lesser of $2.88 per common share or 75% of the lowest
        closing bid price during the five days immediately prior to the conversion.
        As
        part of the agreements with these two entities, the Company agreed to register
        shares which are issuable upon the conversion of the Warrants and the Series
        C
        Convertible Preferred Stock. In addition, for each share of Series C Convertible
        Preferred Stock purchased by them, they have the right to purchase up to
        1% of
        the issuances of equity securities issued under subsequent funding transactions.
 
 The
        embedded conversion feature on the Series C Preferred Stock and the Warrants
        are
        required to be carried separately as derivative liabilities because physical
        or
        net-share settlement under these contracts is not within the control of the
        Company. Further, since proceeds from the sale of Series C Preferred Stock
        and
        Warrants were less than the fair values of the embedded conversion feature
        of
        the Series C Preferred Stock ($1,071,782) and the Warrants ($976,000), the
        amount received was allocated to the embedded conversion feature, immediately
        followed by charges to derivative instrument expense in the amounts of $469,782
        and $976,000 to increase the derivative instruments to fair value.
 
 As
        a
        result of the aforementioned allocation, the Series C Preferred Stock had
        no
        initial carrying value, but it will be accreted to its redemption value of
        $860,000 through periodic charges to retained earnings over the period through
        the redemption date. Accretions on the Series C Preferred Stock amounted
        to
        $221,004 and $23,017 during the years ended December 31, 2005 and 2004,
        respectively.
 
  **NOTE
        10 - COMMON STOCK**
  In
        August
        2005, The Amacore Group received approval from its shareholders, to increase
        its
        authorized shares from one hundred twenty million shares to six hundred forty
        million shares. The authorized shares for Class A common stock was increased
        from eighty million shares to five hundred million shares; its Class B shares
        from twenty million shares to one-hundred twenty million shares and its
        preferred shares remained at twenty million shares.
  The
        Company’s authorized shares of common stock consist of two classes; 500,000,000
        authorized Class A, and 120,000,000 authorized Class B. On all matters required
        by law to be submitted to a vote of the holders of common stock, each share
        of
        Class A common stock is entitled to one vote per share, and each share of
        Class
        B common stock is entitled to five votes per share.
  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.
        There
        were no conversion in 2005.
  During
        the years ended December 31, 2005 and 2004, The Amacore Group issued 2.8
        million shares and 3.6 million shares, respectively, in accordance with various
        consulting/financing agreements, as well as .2 million warrants and 5.7 million
        warrants, respectively.   One million shares, which were issued in
        2004 were can cancelled in 2005 due to lack of consideration.  The value of
        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 2005 of $1,837,919, compared to $29,003,644 in
        2004.
  **Reacquisition
        of common
        stock**
  The
        Company originally issued 1.15 million shares of
        Class A common stock to May Davis in connection with their agreement to raise
        funds for the Company.  The agreement provided for a return of the shares
        of certain levels of financing were not achieved by a stipulated date.  May
        Davis did not fulfill on its obligation to meet the financing amount by the
        stipulated date so the Company exercised its regrets to reacquire the
        shares.  The reacquisition it treated as a contraction of its capital
        structure and a constructive retirement of the shares.  It is not the
        intention of the Company to reissue the shares and the common stock, paid
        in
        capital accounts are adjusted in accordance with the original issue amounts
        with
        a corresponding charge to retained deficit.
  
  
  F-12
  
 
 **NOTE
        11 - WARRANTS**
  During
        the years ended December 31, 2005 and 2004, The Amacore Group issued warrants
        to
        purchase 2,825,000 and 7,994,279 shares of Class A common stock,
        respectively.  At December 31, 2005 there were 4,472,428 warrants to
        purchase Class A common stock outstanding, exercisable at varying prices
        through
        2011.  The following table summarizes this warrant activity:
 
  2005
              
              2004Warrants
              
              Weighted
                Average
                Exercise
                Price
              
              Warrants
              
              Weighted
                Average
                Exercise
                PriceWarrants
                  outstanding, beginning of year
              
              
              2,447,090
              
              $
              2.38
              
              
              2,325,949
              
              $
              2.30Additional
                  warrants
              
              
              2,825,000
              
              
              .16
              
              
              7,994,279
              
              
              4.10Warrants
                  cancelled/expired
              
              
              799,662
              
              
              2.35
              
              
              -
              
              
              -Warrants
                  exercised
              
              
              -
              
              
              -
              
              
              (7,873,138
              )
              
              3.71Warrants
                  outstanding, ending of year
              
              
              4,472,428
              
              $
              .74
              
              
              2,447,090
              
              $
              2.38
   The
        following table summarizes the status of warrants outstanding at December
        31,
        2005; all warrants are immediately exercisable:
 
 Exercisable
                  and Outstanding WarrantsExercise
                  Price
              
              Number
              
              Weighted
                  average
                remaining
                contractual
                  life in
                years$0.01
              
              
              193,600
              
              
              1.560.05
              
              
              53,400
              
              
              1.400.15
              
              
              200,000
              
              
              2.250.16
              
              
              2,425000
              
              
              4.350.21
              
              
              200,000
              
              
              3.581.25
              
              
              606,000
              
              
              4.662.40
              
              
              400,000
              
              
              3.672.50
              
              
              333,428
              
              
              .245.00
              
              
              61,000
              
              
              .85
  During
        2004, as further discussed in Note 15, “Financial Instruments,” all previously
        outstanding warrants were reclassified as derivative financial
        instruments.
  **NOTE
        12 - EARNINGS (LOSS) PER SHARE**
 
 Earnings
        (loss) per share are computed using the basic and diluted calculations on
        the
        face of the statement of operations. Basic earnings (loss) per share are
        calculated by dividing net income (loss) available to common shareholders
        by the
        weighted average number of shares of common stock outstanding for the period.
        Diluted earnings (loss) per share is calculated by dividing the net income
        (loss) by the weighted average number of shares of common stock outstanding
        for
        the period, adjusted for the dilutive effect of common stock equivalents,
        using
        the treasury stock method. Convertible debt and warrants, officer, employee
        and
        non-employee stock options that are considered potentially dilutive are included
        in the fully diluted shares calculation.
 
 
  F-13
  
 The
        following sets for the computation of basic and diluted net earnings (loss)
        per
        common share for the years ended December 31, 2005 and 2004:
 
 2005
              
              2004Numerator:Net
                  income (loss)
              
              $
              (4,353,866
              )
              $
              (37,646,704
              )Less
                  preferred stock dividend and accretions
              
              
              (221,004
              )
              
              (23,017
              )Net loss
                  applicable to common stockholders
              
              
              (4,574,870
              )
              $
              (37,669,721
              )Denominator:Weighted
                  average basic share outstanding
              
              
              34,317,405
              
              
              20,608,587Stock
                  optionsWarrantsConvertible
                  noteWeighted
                  average fully diluted shares outstanding
              
              
              34,317,405
              
              
              20,608,587Net
                  earnings per common share - basic and diluted
              
              $
              (0.13
              )
              $
              (1.83
              )
  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 Amacore Group. 
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 Amacore Group 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 Amacore Group or a subsidiary of The Amacore Group, 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, 2005 and   2004, no options have been granted under the
        Plan.
 
 
 **NOTE
        14—FINANCIAL INSTRUMENTS**
 
 Fair
        Value of Financial Instruments (other than Derivative Financial
        Instruments)
 
 The
        carrying amount of cash, accounts receivable, accounts payable and accrued
        expenses approximates fair value because of their short maturity. The carrying
        amounts of loans and notes payable approximates fair value based on interest
        rates that approximate market interest rates for these instruments.
 
 The
        fair
        value of the 7% Convertible Debentures amount to approximately $180,250 and
        $243,075, respectively, as of December 31, 2005 and 2004 (See Note 8—Convertible
        Debentures). Fair values for the convertible debentures were calculated at
        net
        present value using the Company’s weighted average borrowing rate of 12.4% for
        debt instruments without conversion features applied to total future cash
        flows
        of the instruments.
 
  F-14
  Derivative
        Financial Instruments
 
 The
        caption derivative financial instruments consists of (a) the embedded conversion
        feature bifurcated from the 7% Convertible Debentures, (b) the embedded
        conversion feature bifurcated from the Series C Preferred Stock, (c) the
        Warrants issued in connection with the Series C Preferred Stock, and (d)
        Other
        Warrants. (Also See Note 8—Convertible Debentures and Note 10—Redeemable
        Preferred Stock). These derivative financial instruments are indexed to an
        aggregate of 18,483,214 shares at December 31, 2005 (5,072,000 shares at
        December 31, 2004) and are carried at fair value. The following tabular
        presentation sets forth information about the derivative financial
        instruments.
 As
        of and
        for the year ended December 31, 2005:
 
 Embedded
                  Conversion Features:
              
              7%
                  Convertible
                Debentures
              
              6%
                  Convertible
                Debentures
              
              Series
                  C
                Preferred
              
              Sub-TotalFair
                  value
              
              $
              289,540
              
              $
              520,325
              
              $
              1,019,259
              
              $
              1,829,124Fair
                  value adjustments:Contract
                  inception
              
              $
              -
              
              $
              360,933
              
              $
              -
              
              $
              360,933End
                  of period
              
              
              (57,155
              )
              
              275,407
              
              
              (8,273
              )
              
              209,912Total
                  period (income) loss
              
              $
              (57,155
              )
              $
              636,340
              
              $
              (8,273
              )
              $
              570,912
   Warrants:
              
              Warrants
                (Note
                  9)
              
              Other
                Warrants
                  (a)
              
              TotalFair
                  value
              
              $
              20,000
              
              $
              133,478
              
              $
              1,982,602Fair
                  value adjustments:Contract
                  inception
              
              $
              -
              
              $
              -
              
              $
              360,933End
                  of period
              
              
              (284,000
              )
              
              (1,750,783
              )
              
              (1,824,804
              )Total
                  period (income) loss
              
              $
              (284,000
              )
              $
              (1,750,783
              )
              $
              (1,463,871
              )
 
 As
        of and
        for the year ended December 31, 2004:
 
 Embedded
                  Conversion Features:
              
              7%
                  Convertible
                Debentures
              
              6%
                  Convertible
                Debentures
              
              Series
                  C
                Preferred
              
              Sub-TotalFair
                  value
              
              $
              539,648
              
              $
              -
              
              $
              1,027,533
              
              $
              1,567,181Fair
                  value adjustments:Contract
                  inception
              
              $
              195,197
              
              $
              -
              
              $
              469,783
              
              $
              664,980End
                  of period
              
              
              (25,548
              )
              
              -
              
              
              (44,249
              )
              
              (69,797
              )Total
                  period (income) loss
              
              $
              169,649
              
              $
              -
              
              $
              425,534
              
              $
              595,183
 
 Warrants:
              
              Warrants
                (Note
                  9)
              
              Other
                Warrants
                  (a)
              
              TotalFair
                  value
              
              $
              304,000
              
              $
              1,884,262
              
              $
              3,755,443Fair
                  value adjustments:Contract
                  inception
              
              $
              976,000
              
              $
              -
              
              $
              1,640,980End
                  of period
              
              
              (672,000
              )
              
              (1,661,115
              )
              
              (2,402,912
              )Total
                  period (income) loss
              
              $
              304,000
              
              $
              (1,661,115
              )
              $
              (761,932
              )
 
 **(a)** Effective with the issuance of the 7% Convertible Debentures, the Company
        no
        longer controlled the ability to physical or net share settle any other
        derivative financial instruments, representing principally warrants to acquire
        common stock, previously executed. As a result, the fair values of then
        outstanding warrants amounting to $3,545,000 were reclassified from stockholders
        equity (deficit) to derivative liabilities. These instruments are adjusted
        to
        fair value until the Company’s ability to settle on a physical or net share
        settlement is regained.
  F-15
  
 **(b)** Fair
        value for option-based financial instruments is determined using the
        Black-Scholes Valuation Model. Significant assumptions as of December 31,
        2005
        for the embedded conversion feature on the 7% Convertible Debentures, the
        embedded conversion feature on the 6% Convertible Debentures, the embedded
        conversion feature on the Series C Preferred Stock and the Warrants,
        respectively, included: strike price-$0.03, $0.03, $0.03 and $2.40;
        volatility-249% for all instruments; term-remaining term of conversion feature
        for all instruments; and, risk free rate-3.82% for all instruments. Significant
        assumptions as of December 31, 2004 for the embedded conversion feature on
        the
        7% Convertible Debentures, the embedded conversion feature on the Series
        C
        Preferred Stock and the Warrants, respectively, included: strike price-$0.50,
        $0.58 and $2.40; volatility-249% for all instruments; term-remaining term
        of
        conversion feature for all instruments; and, risk free rate-3.82% for all
        instruments.
 
 **NOTE
        15 - COMMITMENTS AND CONTINGENCY**
 
 The
        Amacore Group is committed under a lease for office space through May 31,
        2006.  For the years ended December 31, 2005 and 2004, rent expense was
        approximately $127,602 and $124,468, respectively.
 
 The
        following is a schedule of future minimum lease payments (net of sales tax)
        required under a new one-year lease for facilities located at 1211 N. Westshore
        Blvd, Suite512, Tampa, FL 33607, which The Amacore Group will be moving into
        on
        June 1, 2006.
 
  Year
                  ending December 31,2006
              
              $
              31,5002007
              
              $
              22,500
 
 
 **NOTE
        16 - LITIGATION AND CONTINGENCIES**
 
 At
        December 31, 2005, The Amacore Group was involved in various lawsuits, claims
        or
        disputes arising in the normal course of business.  The settlement of such
        claims cannot be determined at this time.  Management does not believe the
        ultimate outcome of these matters will be significant to its results of
        operations or cash flows.
   **NOTE
        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 Amacore Group as a going concern. 
However, The Amacore Group has sustained operating losses in recent years. 
Further for the year ended December 31, 2005, The Amacore Group had negative
        working capital of approximately $4,983,773, a net loss of $4,574,870 and
        has
        incurred substantial losses in previous years resulting in an accumulated
        deficit of approximately $52,567,850.  Although these factors raise
        substantial doubt about the ability of The Amacore Group to continue as a
        going
        concern The Amacore Group has taken several actions to ensure that The Amacore
        Group will continue as a going concern through December 31, 2006.  The
        Company has obtained access to additional financing of up to $10 million
        from
        Dutchess Private Equities Fund (see note 20).
   **NOTE 18
        - RELATED PARTY TRANSACTIONS**
  During
        the years ended December 31, 2005 and 2004, The Amacore Group 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, 2005, a total of $412,797 deferred compensation was due to this
        executive.  Of this amount, $282,123 was due for services performed during
        the years ended December 31, 2005, 2004 and 2003 and $130,674 for services
        performed in years prior to at December 31, 2003.
  During
        the years ended December 31, 2005 and 2004, The Amacore Group had an employment
        agreement with James Koenig, Acting 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.
   F-16
  
 As
        of
        December 31, 2005 and 2004, The Amacore Group had accrued deferred compensation
        of approximately $371,004 for services performed during the years ended 2005,
        2004 and 2003 by Mr. Koenig.
  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 Amacore Group 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 20
        - SUBSEQUENT EVENTS**
  During
        the first quarter of 2006, the Company issued 1 million shares of common
        stock
        as a result of $21,750 of the Divine mandatory convertible, 7% debentures
        being
        converted at $0.02175 per share, and 285,714 shares as a result of $6,000
        of the
        May Davis, 6% mandatory convertible debentures being converted at $0.021
        per
        share.
 
 Also,
        during the first quarter of 2006, the Company issued a $277,000 one-year,
        eight
        percent promissory notes to nine accredited investors. Immediately $66,000
        of
        the notes were converted to 2,118,750 shares of common stock at a conversion
        rate ranging from $0.025 to $0.04 per share.
 
 On
        April
        24, 2006, The Amacore Group, Inc. (the “Company”) entered into an Investment
        Agreement with Dutchess Private Equities Fund, LP, (“Dutchess”), pursuant to
        which the Company has the right, but not an obligation, to sell to Dutchess
        up
        to $10 million of the Company’s common stock over a period of thirty-six months,
        after a registration statement for the stock has been declared effective
        by the
        U.S. Securities and Exchange Commission (“SEC”). In accordance with the
        agreement, the Company is entitled to place, as often as once every five
        trading
        days, a “Put” with Dutchess equal to either $100,000 or 200% of the averaged
        daily trading volume multiplied by the average of the three daily closing
        prices
        immediately preceding the date of issuance of the Put (the “Put Date”). The
        purchase price is set at ninety-three percent (93%) of the lowest closing
        bid
        price of the stock during the five (5) consecutive trading days immediately
        following the Put Date. In the event that the purchase price is less than
        75% of
        the lowest closing bid prices of the Company’s common stock for the 10 trading
        days prior to the Put Date, the Company has the right to cancel the Put.
        The
        Company is obligated to pay a percentage of each Put as a placement agent
        fee,
        which fee will be negotiated between the Company and a registered
        broker-dealer.
 
 In
        connection with the Investment Agreement, the Company also entered into a
        registration rights agreement (the “Registration Rights Agreement”) providing
        for the filing of a registration statement (the “Registration Statement”) with
        the Securities and Exchange Commission registering shares of common stock
        to be
        sold upon the issuance of a Put. The Company is obligated to use its best
        efforts to cause the Registration Statement to be filed with the SEC no later
        than May 15, 2006 and to be declared effective no later than July 23, 2006
        and
        to insure that the registration statement remains in effect until the earlier
        of
        (i) all shares issuable pursuant to the Investment Agreement have been sold;
        or
        (ii) 36 months after the registration statement is declared effective.
 
 In
        March
        2006, the Company and a wholesale client, Motivano, reached an out-of-court
        settlement in regards to a lawsuit the Company had filed to enforce its right
        to
        audit the books and records of the wholesaler. The wholesaler agreed to allow
        an
        audit commencing sometime in May 2006. Although the outcome of the audit
        is not
        known, the Company expects that additional revenues are due to the Company
        for
        memberships that have not been reported and thus fees not remitted.
 
 In
        March
        2006, another wholesaler, International Med-Care (IMC), reported to the Company
        that it will be enrolling approximately 200,000 new members in May. As of
        May 1,
        2006, IMC has already reported over 80,000 members. Annual revenue from this
        activity will produce about $420,000.
 
 In
        March
        2006, the Company sold the technology and patent rights for the PhotoScreener,
        which it had acquired in late 2004. The Company received $50,000 cash, the
        return of nearly 1.6 million shares of common stock it had issued for the
        acquisition, and the right to market the PhotoScreener for a commission,
        and the
        exclusive right to provide, for a fee, the interpretation/diagnosis of each
        film.
 
 
   F-17
  **Item8. 
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.
  **ITEM8A.
 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).
 
 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.
 
  13
  
 **PART
        III**
 **Item9. 
Directors
        and Executive
        Officers.**
 
 The
        following is a list of our directors and executive officers:
  Name
              Age
              PositionClark
                  A. Marcus
              64
              Chairman,
                  President, Chief Executive
                Officer
                  and DirectorJames
                  L. Koenig
              59
              Acting
                  CFO, Secretary and DirectorArnold
                  Finestone
              75
              DirectorWilliam
                  H. Koch, M.D.
              67
              DirectorSharon
                  Kay Ray
              48
              DirectorArthur
                  Yeap
              50
              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.
 
 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.
 
 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.
  14
  
 
 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, 2005.
 
 **Item10. 
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, 2005, 2004, and 2003 (collectively, the "Named Executive
        Officers"):
 
 
 Annual
        Compensation (3)
  Name
                    and Principal Position
                
                Year
                
                Cash
                  Compensation
                
                Other
                  Compensation
                
                BonusClark
                    Marcus
                
                
                2005
                
                $
                324,374
                
                $
                171,927
                    (1
                )
                $
                89,597
                    (4
                )Chief Executive Officer and President
                
                
                2004
                
                $
                426,389
                
                $
                111,701
                    (1
                )
                $
                2,211,250(4
                )2003
                
                $
                207,434
                
                $
                549,834
                    (1
                )
                
                -James
                    L. Koenig
                  Senior Vice President, Chief FinancialOfficer
                    (retired 8/16/04)and Secretary,
                
                
                2005
                
                **$**
                153,353
                
                $
                99,083
                    (2
                )
                $
                44,799
                    (4
                )Acting Chief Financial Officer (3/01/05 -
                
                
                2004
                
                **$**
                250,381
                
                $
                184,686
                    (2
                )
                $
                71,250(4
                )Present)
                
                
                2003
                
                **$**
                109,663
                
                $
                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 $268,850 for 2003, $105,710 for 2004, and $165,927 for
                  2005 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 $170,686 in 2003, $93,083 in 2004, and $148,537 for 2005, and
                  forgiveness of debt of $8,000 in 2003.(3)
              There
                  was no Long-Term Compensation for the officers.(4)
              Represents
                  the fair value of 775,000 shares and 25,000 shares granted to Mr.
                  Marcus
                  and Mr. Koenig, respectively, in 2004; and 1 million warrants and
                  500,000
                  warrants granted to Mr. Marcus and Mr. Koenig, respectively, in
                  2005.
 
  15
  **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 $165,927, for the year ending
        December 31, 2005 was $324,374. 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.
 
 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,
        which was reinstated, 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 $371,004 when it has the ability to do so.
 
 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 2005.
 
 **AGGREGATED
        OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTIONS/SAR
        TABLE**
  At
        December 31, 2005, Amacore Group had no stock options or stock appreciation
        rights outstanding.
 
 
  16
  
 
 **Item11. 
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 May 1, 2006 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)
              -
              
              2,583,060
              
              4.2%
              
              **-**
              
              44.5%Sharon
                  Kay Ray (3)
              150,000
              
              24,640
              
              *
              
              *****
              
              *James
                  L. Koenig (3)
              -
              
              1,173,882
              
              1.9%
              
              **-**
              
              20.2%William
                  Koch (3)
              162,548
              
              5,000
              
              *
              
              *****
              
              *Arnold
                  Finestone (3)
              146,390
              
              **--**
              
              *
              
              *****
              
              --Arthur
                  Yeap (3)
              156,581
              
              **--**
              
              *
              
              *****
              
              --All
                  officers and directors
                as
                  a group (7 persons)
              615,519
              
              3,786,582
              
              7.2%
              
              1.1%
              
              65.3%
 
 _______________________________
 *                      
        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 May1, 2006.
 
 (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 May 1, 2006,
        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 May 1, 2006, we had 55,272,548
        shares of class A common stock outstanding (including 2,972,428 warrants)and
        5,802,802 shares of class B common stock outstanding (including 1,500,000
        warrants), or a total of 61,075,350 shares of common stock outstanding
        (including 4,472,428 warrants).
 
 (3)     
        Address is c/o The Amacore Group, Inc., 1511 North Westshore Boulevard, Suite
        925, Tampa, Florida 33607.
 
  17
  **Item12.    
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, 2004 and 2005 of $412,797 and $371,004, 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
  **Item13.    
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:
  Exhibit
                  No.
              Description31.1
              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, 2005:None
 
 
  18
  **Item14. 
Principal
        Accountant Fees and
        Services.**
 
 **Fiscal
                  year ending**
                **December
                  31, 2005**
              
              **Fiscal
                  year ending**
                **December
                  31, 2004**Audit
                  Fees
              
              $
              52,391
              
              $
              58,608Audit
                  Related Fees
              
              
              0
              
              
              0Tax
                  Fees
              
              $
              0
              
              
              0All
                  Other Fees
              
              $
              77,138
              
              $
              12,500
 
  19
  
 
 **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 **:** May
        19 **,** 2006
  **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 May
        19,
        2006 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
              DirectorArnold
                  Finestone
                Arnold
                  Finestone
              Director/s/ Arthur Yeap
                Arthur
                  Yeap
              Director
  
 20