UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25/A
NOTIFICATION
OF LATE FILING
(Check
One)
o
Form
10-K
o
Form
20-F
o
Form
11-K
x
Form
10-Q
o
Form
10-D
o
Form
N-SAR
o
Form
N-CSR
For
Period Ended: September 30,
2008
o
Transition Report
on Form 10-K
o
Transition Report on
Form 20-F
o
Transition Report on
Form 11-K
o
Transition Report
on Form 10-Q
o
Transition Report
on Form N-SAR
For the
Transition Period Ended: _____________
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Read
Instruction (on back page) Before Preparing Form. Please Print or
Type.
Nothing
in this form shall be construed to imply that the Commission has verified
any information contained herein.
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If the
notification relates to a portion of the filing checked above, identify the
Item(s) to which the notification relates:
PART
I – REGISTRANT INFORMATION
The
Amacore Group, Inc.
Eye Care
International, Inc.
Former
Name if Applicable
1211 N.
Westshore Blvd., Suite 512
Address
of Principal Executive Office
(Street and Number)
Tampa,
FL 33607
PART
II – RULES 12b-25(b) AND (c)
If the
subject report could not be filed without unreasonable effort or expense and the
registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate)
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x
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(a)
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The
reason described in reasonable detail in Part III of this form could not
be eliminated without unreasonable effort or expense.
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o
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(b)
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The
subject annual report, semi-annual report, transition report on Form 10-K,
Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will
be filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report or transition report on Form
10-Q or subject distribution report on Form 10-D, or portion thereof, will
be filled on or before the fifth calendar day following the prescribed due
date: and
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o
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(c)
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The
accountant’s statement or other exhibit is required by Rule 12b-25(c) has
been attached if applicable.
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PART
III – NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period
Due to
changes among the Registrant’s executive officers and Board of
Directors in August 2008 and the dismissal of the Registrant’s former
independent auditor and engagement of a new independent auditor in October 2008,
the process of compiling and disseminating the information required to be
included in the Form 10-Q for the relevant fiscal quarter, as well as the
completion of the required review of the Registrant’s financial information,
could not be completed without incurring undue hardship and
expense. The Registrant will not be able to file the Form 10-Q
on or before the fifth calendar day following the prescribed due date as the
Registrant had originally anticipated. The Registrant intends to
file its Quarterly Report on Form 10-Q as soon as reasonably
practicable.
PART
IV – OTHER INFORMATION
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(1)
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Name
and telephone number of person to contact in regard to this
notification
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Jay
Shafer
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813
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289-5552
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(Name)
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(Area
Code)
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(Telephone
Number)
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(2)
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Have
all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If the
answer is no, identify
report(s).
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Yes
x
No
o
________________________________________________________________________________________________
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(3)
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Is
it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof?
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Yes
x
No
o
If so,
attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
The
Registrant anticipates that there will be a significant change in the results of
operations from the three and nine months ended September 30, 2007 to the three
and nine months ended September 30, 2008. In particular, for the three and nine
months ended September 30, 2008, the Registrant anticipates that its revenues
will be approximately $8,800,000 and $22,300,000, respectively, gross profit
will be approximately $2,400,000 and $7,100,000, respectively, operating
expenses will be approximately $9,380,000 and $20,700,000, respectively,
(including approximately $770,000 and $1,900,000 of stock and warrant
compensation, respectively), operating loss will be approximately $6,900,000 and
$13,500,000, respectively, and net loss available to common shareholders will be
approximately $8,080,000 and $15,900,000, respectively, largely as a result of
an selling and marketing expenses and stock and warrant compensation recognized
under various consulting agreements, all of which increased significantly when
compared to the Registrant’s results for three and nine months ended September
30, 2007. The Registrant cautions that the foregoing are forward looking
statements and represent only Registrant’s present expectations with respect to
its results of operations. The Registrant is still in the process of preparing
its financial statements for the three and nine months ended September 30, 2008
and the final results of operations could differ from those described above and
such differences could be material.
The
Amacorp Group, Inc.
(Name of
Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date: November
19, 2008
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By:
/s/ Jay
Shafer
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Jay
Shafer, President and Chief Executive
Officer
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