Amacore Group, Inc. - Amended Quarterly Report of Financial Condition (10QSB/A)
25 Marzo 2008 - 12:50PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON
,
DC
20549
FORM 10-QSB/A
(Amendment No. 1)
(Mark
One)
x
Quarterly
report under Section 13 or 15(d) of the Securities Exchange Act of
1934
For the quarterly period ended September
30, 2007
o
Transition report under Section 13 or 15(d) of the Exchange
Act
For the transition period
from _________ to _________
Commission file number
0-27889
THE AMACORE GROUP,
INC.
(Name of small business issuer in its
charter)
|
Delaware
|
|
59-3206480
|
|
(State or Other Jurisdiction
of
|
|
(I.R.S.
Employer
|
|
Incorporation or
Organization)
|
|
Identification
No.)
|
|
1211 North Westshore Boulevard,
Suite 512
|
|
Tampa
,
Florida
33607
|
|
(Address of principal executive
offices)
|
|
(813)
289-5552
|
|
(Issuer’s Telephone
Number)
|
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 twelve months (or 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
x
No
o
State the number of shares outstanding
of each of the issuer’s classes of common stock as of
November 8, 2007
:
103,460,770
Class A Common
Shares
Transitional Small Business Disclosure
Format (Check One): Yes
o
No
x
Pursuant to Rule 12b-15 under the
Securities Exchange Act of 1934, as amended (the
“
Exchange Act”),
this
Amendment No. 1 amend
s
Part II, Item 6 of the
Original Filing in its entirety and
includes amended c
ertification
s
required by
Rules 13a-14(a) and 15d-14(a) of the
Exchange Act
as set forth
in Exhibits 31.1 and 31.2 hereto.
Other than as
described herein
, no other changes or amendments to the
Original Filing
are being made.
This Amendment No. 1 contains only the
amended
sections and exhibits to the
Original Filing;
u
n
amended
parts or exhibits
of the Original Filing
are not included
herein.
This
Amendment No. 1 does not reflect events that have occurred after the filing of
the Original
Filing
and does not modify
or update the disclosures in the
Original Filing,
except with regard to the
amendments described
in this Explanatory Note.
T
his Amendment No. 1 should be read in
conjunction with the
Original Report and the
Company's other filings made with the
Securities and Exchange Commission
.
PART II:
OTHER INFORMATION
Item 6. Exhibits
|
|
(a)
Exhibits:
|
|
10.1
|
Summary
of Employment Agreement between Giuseppe Crisafi and the Company,
effective as of September 13, 2007
(incorporated by reference to
Exhibit
10
.1 to the
Registrant
’s Form
10-QSB
filed with the Securities and
Exchange Commission
on August 20,
2007)
|
|
|
|
|
10.2
|
Stock
Purchase Agreement, by and among The Amacore Group, Inc., JRM and the
owners of the equity interests in JRM (incorporated by reference to
Exhibit 2.1 to the Company’s Form 8-K filed with the Securities and
Exchange Commission on September 12, 2007)
|
|
|
|
|
10.3
|
Agreement
and Plan of Merger between the Company, LifeGuard Benefit Services, Inc.
and LBS Acquisition Corp., dated October 5, 2007 (incorporated by
reference to Exhibit 2.1 to the Company’s Form 8-K filed with the
Securities and Exchange Commission on October 15, 2007)
|
|
|
|
|
10.4
|
Addendum
to Agreement and Plan of Merger between the Company, LifeGuard Benefit
Services, Inc. and LBS Acquisition Corp., dated October 9, 2007
(incorporated by reference to Exhibit 2.2 to the Company’s Form 8-K filed
with the Securities and Exchange Commission on October 15,
2007)
|
|
|
|
*
|
31.1
|
Certification
of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
|
|
|
*
|
31.2
|
Certification
of the Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
|
|
|
|
32.1
|
Certification
of the Chief Executive Officer and Chief Financial Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
*
|
Filed electronically
herewith
|
In accordance with Section 13 or 15(d)
of the Securities Exchange Act of 1934, the Company has caused this report to be
signed on its behalf by the undersigned, thereunto duly
authorized.
|
Dated
:
March 25,
2008
|
/s/
Clark
A. Marcus
|
|
|
Clark A.
Marcus
|
|
|
Chief Executive
Officer
|
|
Dated
:
March 25,
2008
|
/s/
Giuseppe
Crisafi
|
|
|
Giuseppe
Crisafi
|
|
|
Chief Financial
Officer
|
EXHIBIT INDEX
|
10.1
|
Summary
of Employment Agreement between Giuseppe Crisafi and the Company,
effective as of September 13, 2007
(incorporated by reference to
Exhibit
10
.1 to the
Registrant
’s Form
10-QSB
filed with the Securities and
Exchange Commission on
August 20,
2007)
|
|
10.2
|
Stock
Purchase Agreement, by and among The Amacore Group, Inc., JRM and the
owners of the equity interests in JRM (incorporated by reference to
Exhibit 2.1 to the Company’s Form 8-K filed with the Securities and
Exchange Commission on September 12, 2007)
|
|
10.3
|
Agreement
and Plan of Merger between the Company, LifeGuard Benefit Services, Inc.
and LBS Acquisition Corp., dated October 5, 2007 (incorporated by
reference to Exhibit 2.1 to the Company’s Form 8-K filed with the
Securities and Exchange Commission on October 15, 2007)
|
|
10.4
|
Addendum
to Agreement and Plan of Merger between the Company, LifeGuard Benefit
Services, Inc. and LBS Acquisition Corp., dated October 9, 2007
(incorporated by reference to Exhibit 2.2 to the Company’s Form 8-K filed
with the Securities and Exchange Commission on October 15,
2007)
|
|
*
31.1
|
Certification
of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
|
*
31.2
|
Certification
of the Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
|
32.1
|
Certification
of the Chief Executive Officer and Chief Financial Officer Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
*
|
Filed electronically
herewith
|
Amacore (CE) (USOTC:ACGI)
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