UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended September 30, 2006

Commission File Number 1-8635

AMERICAN MEDICAL ALERT CORP.

(Exact Name of Registrant as Specified in its Charter)

New York	11-2571221
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)

3265 Lawson Boulevard, Oceanside, New York 11572

(Address of principal executive offices)

(Zip Code)

(516) 536-5850

(Registrant’s telephone number, including area code)

Check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 x No o

Indicate by check mark whether registrant is a large accelerated filer, accelerated filer or non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.

Large accelerated filer oAccelerated filer oNon-accelerated filer x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 on the Exchange Act)Yes o   No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 9,101,724 shares of $.01 par value common stock as of November 8, 2006.

AMERICAN MEDICAL ALERT CORP. AND SUBSIDIARIES

INDEX

	PAGE
Part I Financial Information
Report of Independent Registered Public Accounting Firm	1
Condensed Consolidated Balance Sheets for September 30, 2006 and December 31, 2005	2
Condensed Consolidated Statements of Income for the Nine Months Ended September 30, 2006 and 2005	3
Condensed Consolidated Statements of Income for the Three Months Ended September 30, 2006 and 2005	4
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2006 and 2005	5
Notes to Condensed Consolidated Financial Statements	7
Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Quantitative and Qualitative Disclosures About Market Risks	39
Controls and Procedures	39
Part II Other Information	40

Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders

American Medical Alert Corp. and Subsidiaries

Oceanside, New York

We have reviewed the accompanying condensed consolidated balance sheet of American Medical Alert Corp. and Subsidiaries (the “Company”) as of September 30, 2006 and the related condensed consolidated statements of income for the nine-month and three-month periods ended September 30, 2006 and 2005 and cash flows for the nine-months ended September 30, 2006 and 2005. These interim financial statements are the responsibility of the Company's management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the condensed consolidated interim financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of American Medical Alert Corp. and Subsidiaries as of December 31, 2005, and the related consolidated statements of income, shareholders’ equity and cash flows for the year then ended (not presented herein), and in our report dated March 17, 2006 we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2005 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ Margolin, Winer & Evens LLP

Margolin, Winer & Evens LLP

Garden City, New York

November 8, 2006

1

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

AMERICAN MEDICAL ALERT CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

ASSETS

	September 30, 2006			Dec. 31, 2005
	(Unaudited)
CURRENT ASSETS
Cash	$	1,615,157		$	2,638,984
Accounts receivable
(net of allowance for doubtful accounts of $546,000and $451,000)		5,175,729			4,354,744
Note receivable		25,324			24,394
Inventory		328,210			332,323
Prepaid expenses and other current assets		976,897			684,336
Deferred income taxes		360,000			309,000
Total Current Assets		8,481,317			8,343,781
FIXED ASSETS
(Net of accumulated depreciation and amortization)		9,184,952			7,810,658
OTHER ASSETS
Long-term portion of note receivable		54,602			73,713
Intangible assets
(net of accumulated amortization of $2,958,810and $2,229,045)		3,922,741			3,474,252
Goodwill (net of accumulated amortization of $58,868)		8,374,769			6,086,428
Other assets		1,160,535			806,504
		13,512,647			10,440,897
TOTAL ASSETS	$	31,178,916		$	26,595,336
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of notes payable	$	1,114,248		$	616,811
Accounts payable		1,438,835			1,120,269
Accounts payable - acquisitions		1,350,295			1,318,103
Accrued expenses and taxes payable		1,481,480			1,305,091
Current portion of capital lease obligations		38,505			24,082
Deferred revenue		249,757			111,428
Total Current Liabilities		5,673,120			4,495,784
DEFERRED INCOME TAX LIABILITY		1,022,000			971,000
LONG-TERM PORTION OF NOTES PAYABLE		3,719,319			2,429,396
LONG-TERM PORTION OF CAPITAL LEASE OBLIGATIONS		84,494			-
ACCRUED RENTAL OBLIGATION		382,169			190,230
OTHER LIABILITIES		98,680			125,000
TOTAL LIABILITIES		10,979,782			8,211,410
COMMITMENTS AND CONTINGENT LIABILITIES		-			-
SHAREHOLDERS’ EQUITY
Preferred stock, $.01 par value - authorized, 1,000,000 shares; none issued and outstanding
Common stock, $.01 par value - authorized 20,000,000 shares; issued 9,069,883 shares in 2006 and 8,765,415 shares in 2005		90,699			87,654
Additional paid-in capital		13,905,350			12,897,151
Retained earnings		6,309,117			5,505,153
		20,305,166			18,489,958
Less treasury stock, at cost (43,910 shares)		(106,032	)		(106,032	)
Total Shareholders’ Equity		20,199,134			18,383,926
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	31,178,916		$	26,595,336

See accompanying notes to condensed financial statements.

2

AMERICAN MEDICAL ALERT CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Nine Months Ended September 30,
	2006			2005
Revenues:
Services	$	22,465,242		$	15,947,129
Product sales		265,946			214,017
		22,731,188			16,161,146
Costs and Expenses (Income):
Costs related to services		10,589,344			7,626,323
Costs of products sold		140,528			117,835
Selling, general and administrative expenses		10,648,000			7,303,891
Interest expense		262,788			32,695
Other income		(393,436	)		(275,779	)
Income before Provision for Income Taxes		1,483,964			1,356,181
Provision for Income Taxes		680,000			651,000
NET INCOME	$	803,964		$	705,181
Net income per share:
Basic	$	.09		$	.08
Diluted	$	.09		$	.08
Weighted average number of common shares outstanding
Basic		8,896,133			8,370,315
Diluted		9,351,160			9,067,566

See accompanying notes to condensed financial statements.

3

AMERICAN MEDICAL ALERT CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Three Months Ended September 30,
	2006			2005
Revenues:
Services	$	7,647,105		$	5,437,236
Product sales		137,555			58,016
		7,784,660			5,495,252
Costs and Expenses (Income):
Costs related to services		3,596,125			2,751,447
Costs of products sold		70,000			33,152
Selling, general and administrative expenses		3,656,213			2,414,347
Interest expense		87,040			9,607
Other income		(136,139	)		(104,202	)
Income before Provision for Income Taxes		511,421			390,901
Provision for Income Taxes		232,000			188,000
NET INCOME	$	279,421		$	202,901
Net income per share:
Basic	$	.03		$	.02
Diluted	$	.03		$	.02
Weighted average number of common shares outstanding
Basic		8,989,042			8,616,542
Diluted		9,352,802			9,277,566

See accompanying notes to condensed financial statements.

4

AMERICAN MEDICAL ALERT CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended September 30
	2006			2005
Cash Flows From Operating Activities:
Net income	$	803,964		$	705,181
Adjustments to reconcile net income to net cash provided by operating
activities:
Provision for deferred income taxes		-			27,000
Depreciation and amortization		2,524,473			2,193,377
Credit for valuation of put warrant		-			(10,000	)
Stock compensation charge		189,911			-
Decrease (increase) in:
Accounts receivable		(670,188	)		(725,601	)
Inventory		4,113			203,242
Prepaid expenses and other current assets		(292,561	)		(312,406	)
Increase (decrease) in:
Accounts payable, accrued expenses and other		612,376			43,602
Deferred revenue		138,329			97,248
Net Cash Provided by Operating Activities		3,310,417			2,221,643
Cash Flows From Investing Activities:
Expenditures for fixed assets		(2,902,529	)		(1,849,055	)
Repayment of notes receivable		18,181			17,595
Payment of accounts payable - acquisitions		(310,872	)		-
Purchase of MD OnCall		(2,879,692	)		-
Purchase - other		(89,152	)		-
Purchase of LIMC		-			(443,643	)
Deposit on equipment and software		(95,826	)		(232,625	)
Increase in other assets		(264,679	)		(36,666	)
Payment for account acquisitions and
licensing agreement		(31,595	)		(238,262	)
Net Cash (Used In) Investing Activities		(6,556,164	)		(2,782,656	)
Cash Flows From Financing Activities:
Principal payments under capital lease obligations		(43,708	)		(70,803	)
Proceeds from notes payable		2,500,000			-
Repayment of notes payable		(712,640	)		(244,940	)
Proceeds upon exercise of stock options and warrants		478,268			1,762,177
Net Cash Provided by Financing Activities		2,221,920			1,446,434

See accompanying notes to condensed financial statements.

5

AMERICAN MEDICAL ALERT CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Unaudited)

	Nine Months Ended September 30,
	2006			2005
Net (Decrease) Increase in Cash	$	(1,023,827	)	$	885,421
Cash, Beginning of Period		2,638,984			3,186,852
Cash, End of Period	$	1,615,157		$	4,072,273
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
CASH PAID DURING THE PERIOD FOR INTEREST	$	245,274		$	35,468
CASH PAID DURING THE PERIOD FOR INCOME TAXES	$	1,243,900		$	211,521
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Common Stock issued in connection with acquisition	$	343,064			-
Accounts payable due seller in connection with acquisition		343,064			-

See accompanying notes to condensed financial statements.

6

AMERICAN MEDICAL ALERT CORP. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1.General:

These financial statements should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2005 included in the Company’s Annual Report on Form 10-KSB.

2.Results of Operations:

In the opinion of management, the accompanying unaudited condensed financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position as of September 30, 2006 and the results of operations for the nine and three months ended September 30, 2006 and 2005, and cash flows for the nine months ended September 30, 2006 and 2005.

Except as described in Notes 3 and 5, the accounting policies used in preparing these financial statements are the same as those described in the December 31, 2005 financial statements.

The results of operations for the nine and three months ended September 30, 2006 are not necessarily indicative of the results to be expected for any other interim period or for the full year.

3. New Pronouncements:

In June 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections,” a replacement of APB No. 20 and SFAS No. 3. SFAS No. 154 applies to all voluntary changes in accounting principle and changes the requirements for accounting for and reporting of a change in accounting principle to be applied retrospectively with all prior period financial statements presented on the new accounting principle. SFAS No. 154 is effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005. The Company adopted SFAS No. 154 and the adoption of this statement did not have a material impact on the consolidated results of operations or financial position.

In November 2004, the FASB issued FASB Statement No. 151, “InventoryCosts - An Amendment of ARB No. 43,” Chapter 4 (“SFAS 151”), which is the result of its effort to converge U.S. accounting standards for inventories with International Accounting Standards. SFAS 151 requires idle facility expenses, freight, handling costs, and wasted material (spoilage) costs to be recognized as current-period charges and not included in overhead. It also requires that allocation of fixed production overhead cost to inventory be based on normal capacity of the production facilities. SFAS 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The adoption of SFAS 151 did not have a material impact on the consolidated results of operations or financial position.

7

On January 1, 2006, the Company adopted FASB Statement No. 123 (revised 2004), Share Based Payment (see Note 5).

In July 2006, FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109” (“FIN 48”) was issued, clarifying the accounting for uncertainty in tax positions. This Interpretation requires that we recognize in our financial statements, the impact of a tax position, if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The provisions of FIN 48 are effective as of the beginning of our 2007 fiscal year, with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings. The Company is currently evaluating the impact, if any, of adopting FIN 48, on  its financial statements.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” which defines fair value, establishes guidelines for measuring fair value and expands disclosure regarding fair value measurements. SFAS No. 157 does not require new fair value measurements but rather eliminates inconsistencies in guidance found in various prior accounting pronouncements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Company does not expect the adoption of SFAS No. 157 to have a material effect on its financial statements.

In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin (SAB) No. 108, “Financial Statements - Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements”. SAB No. 108 provides interpretive guidance on how the effects of prior year uncorrected misstatements should be considered when quantifying misstatements in the current year financial statements. SAB No. 108 is effective for years ending after November 15, 2006. The Company does not expect the provisions of SAB No. 108 will have a material impact on its financial position or results of operations.

4. Fixed Assets:

The Company’s PERS equipment is subject to approval from the Federal Communication Commission (“FCC”). In November 2004, the Company received an inquiry from the Federal Communications Commission. In response to that inquiry the Company has determined that certain versions of its PERS equipment emit levels of radio frequency energy that exceed applicable standards designed to reduce the possibility of interference with radio communications.

In July 2006, the Company reached an agreement with the FCC on an action plan and timeframe to complete an upgrade program for the affected PERS equipment and agreed upon a voluntary payment of $75,000 to be paid in regards to this matter. At December 31, 2005, the Company had accrued such amount. As part of this agreement, the FCC will allow the upgrade program to run substantially parallel with the normal recycling of the Company’s PERS equipment and, as such, the only additional cost to be incurred will be the incremental cost to bring the units into compliance with the FCC regulations.

8

Through September 30, 2006, the Company has recorded expenses of approximately $1,055,000 in connection with this matter, of which approximately $145,000, primarily relating to costs associated with the replacement of equipment, legal fees and other professional fees, was recorded during the nine months ended September 30, 2006 and $130,000 for the nine months ended September 30, 2005.

5. Accounting for Stock-Based Compensation:

Prior to 2006, the Company followed Accounting Principles Board Opinion (“APB”) No. 25, “Accounting for Stock Issued to Employees,” and related Interpretations in accounting for its stock-based compensation plans. Under APB No. 25, no compensation expense was recognized for stock options when the exercise price of the options equaled the market price of the stock at the date of grant. Compensation expense was recognized on a straight-line basis for stock awards based on the vesting period and the market price at the date of the award.

On January 1, 2006, the Company adopted FASB Statement No. 123 (revised 2004), “Share-Based Payment” (“Statement No. 123(R)”), which requires the measurement and recognition of compensation expense for all share-based payments to employees, including grants of stock and employee stock options, based on estimated fair values. Statement No. 123(R) supersedes the Company’s previous accounting under APB No. 25 for periods beginning in 2006. The Company adopted Statement No. 123(R) using the modified prospective transition method. The Company’s condensed consolidated financial statements as of and for the nine and three months ended September 30, 2006, reflects the impact of Statement No. 123(R). In accordance with the modified prospective transition method, the Company’s condensed consolidated financial statements for prior periods have not been restated to reflect the impact of Statement No. 123(R).

Stock-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period. Stock-based compensation expense recognized in the Company's condensed consolidated statements of income for the nine and three months ended September 30, 2006 includes compensation expense for share-based payment awards granted prior to, but not yet vested as of December 31, 2005 based on the grant date fair value estimated in accordance with the pro forma disclosure provisions of Statement No. 123 and compensation expense for the share-based payment awards granted subsequent to December 31, 2005 based on the grant date fair value estimated in accordance with the provisions of Statement No. 123(R).

The following table summarizes stock option activity for the nine months ended September, 30, 2006 and 2005.

September 30, 2006

	Number of Options		Weighted Average Option Price		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value
Balance at January 1		1,287,283		3.56
Granted		50,000		5.14
Exercised		199,358		1.87
Expired/Forfeited		38,464		4.24
Balance at September 30		1,099,461		3.92		5.22	$	1,771,872
Vested and exercisable		1,099,461		3.92		5.22	$	1,771,872

9

September 30, 2005

	Number of Options		Weighted Average Option Price		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value
Balance at January 1		1,440,845		2.87
Granted		48,658		6.44
Exercised		383,509		2.80
Expired/Forfeited		21,187		2.89
Balance at September 30		1,084,807		3.05		5.72	$	4,299,284
Vested and exercisable		1,077,307		3.04		5.70	$	4,280,859

The aggregate intrinsic value of options exercised during the nine months ended September 30, 2006 and 2005 was $782,580 and $1,354,005, respectively. At January 1, 2006 there were 7,500 nonvested stock options outstanding. During the nine months ended September 30, 2006, 2,500 options vested and 5,000 options were forfeited. There are no nonvested stock options outstanding as of September 30, 2006.

The following table summarizes stock-based compensation expense, which is included in selling, general and administrative expense, related to all share-based payments recognized in the condensed consolidated statements of income.

10

	Nine Months  Ended Sept 30,			Three Months Ended Sept 30,
	2006			2006
Stock options	$	48,911			45,261
Service based awards		60,000			20,000
Performance based awards		81,000			39,650
Tax benefit		(87,360	)		(48,260	)
Stock-based compensation expense, net of tax	$	102,551			56,651

Service Based Awards

In 2006, the Company granted 60,000 restricted shares to certain executives at no cost. These shares vest ratably over periods ranging from 3 to 5 years, on December 31 of each year. As of September 30, 2006, no shares were vested. Fair value for restricted stock awards is based on the Company's closing common stock price on the date of grant. The grant date fair value of restricted stock granted during the nine months ended September 30, 2006 was $360,000. As of September 30, 2006, the Company had $300,000 of total unrecognized compensation costs related to unvested restricted stock units expected to be recognized over a weighted average period of 3.95 years.

Performance Based Awards

In 2006, the Company granted share awards for 90,000 shares (up to 18,000 shares per year for the next five years) to an executive. Vesting of such shares is contingent upon the Company achieving certain specified consolidated gross revenue and Earnings before Interest and Taxes (“EBIT”) objectives in each of the next five fiscal years ending December 31. The fair value of the performance shares ($540,000) is based on the closing trading value of the Company’s stock on the date of grant and assumes that performance goals will be achieved. The fair value of the shares is expensed over the performance period for those shares that are expected to ultimately vest. If such objectives are not met, no compensation cost is recognized and any recognized compensation cost is reversed. As of September 30, 2006, no shares were vested. As of September 30, 2006, there was $459,000 of total unrecognized compensation costs related to unvested share awards; that cost is expected to be recognized over a period of 4.25 years.

The following table illustrates pro forma net income and pro forma earnings per share as if the Company had applied the fair value recognition provision of Financial Accounting Standards Board (“FASB”) Statement No. 123, Accounting for Stock-Based Compensation (“Statement No. 123”), to stock-based employee compensation in 2005.

	Nine Months Ended September 30,			Three Months Ended September 30,
	2005			2005
Net income, as reported	$	705,181		$	202,901
Deduct: Total stock-based
employee compensation
expense determined under
fair value based method, net of tax		(42,048	)		(21,270	)
Pro forma net income	$	663,133		$	181,631
Earnings per share:
Basic - as reported	$	0.08		$	0.02
Basic - pro forma	$	0.08		$	0.02
Diluted - as reported	$	0.08		$	0.02
Diluted - pro forma	$	0.07		$	0.02

11

6. Earnings Per Share:

Earnings per share data for the nine and three months ended September 30, 2006 and 2005 is presented in conformity with SFAS No. 128, “Earnings Per Share.”

The following table is a reconciliation of the numerators and denominators in computing earnings per share:

Nine Months September 30, 2006	Income (Numerator)		Shares (Denominator)		Per-Share Amounts
Basic EPS - Income available to common stockholders	$	803,964		8,896,133	$	.09
Effect of dilutive securities -Options and warrants		-		455,027
Diluted EPS - Income available to common stockholders and assumed conversions	$	803,964		9,351,160	$	.09
Three Months September 30, 2006
Basic EPS -Income available to common stockholders	$	279,421		8,989,042	$	.03
Effect of dilutive securities -Options and warrants		-		363,760
Diluted EPS - Income available to common stockholders and assumed conversions	$	279,421		9,352,802	$	.03
Nine Months September 30, 2005
Basic EPS - Income available to common stockholders	$	705,181		8,370,315	$	.08
Effect of dilutive securities -Options and warrants		-		697,251
Diluted EPS - Income available to common stockholders and assumed conversions	$	705,181		9,067,566	$	.08
Three Months Ended September 30, 2005
Basic EPS -Income available to common stockholders	$	202,901		8,616,542	$	.02
Effect of dilutive securities - Options and warrants		-		661,024
Diluted EPS - Income available to common stockholders and assumed conversions	$	202,901		9,277,566	$	.02

12

7.Acquisitions:

On March 10, 2006, the Company acquired substantially all of the assets of MD OnCall, a Rhode Island based company and Capitol Medical Bureau,a Maryland based company (collectively “MD OnCall”), providers of telephone after-hour answering services and stand-alone voice mail services. The purchase price was $3,382,443 and consisted of an initial cash payment of $2,696,315, common stock valued at $343,064 and future cash payments of $343,064 to be paid to the Seller within twelve months from the date of the executed agreement. The Company also recorded finder and professional fees of approximately $183,000. A potential exists for the payment of additional purchase price consideration if certain thresholds concerning revenues and earnings of the acquired business are met as of March 31, 2007, 2008 and 2009. The results of operations of MD OnCall are included in the Telephone Based Communications Services (“TBCS”) segment as of the date of acquisition.

The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition.

Accounts receivable	$	138,798
Fixed assets		260,000
Non-compete agreement		50,000
Customer list		1,050,000
Goodwill		2,257,848
Capital lease obligations		(142,625	)
Customer deposits		(48,200	)
Cost to acquire MD OnCall	$	3,565,821

On December 9, 2005, the Company acquired substantially all of the assets of Answer Connecticut, Inc. (“ACT”), a Connecticut based provider of telephone after-hour answering services and stand-alone voice mail services. The purchase price was $3,088,923 and consisted of an initial cash payment of $2,316,692, common stock valued at $154,446 and $617,785 to be paid within twelve months from the date of the executed agreement. The Company paid $154,446 towards the balance due in January 2006. The Company also recorded professional fees of approximately $62,000. A potential exists for the payment of additional purchase price consideration if certain thresholds concerning revenues and earnings of the acquired business are met as of December 31, 2006, 2007 and 2008. The results of operations of ACT are included in the TBCS segment as of the date of acquisition.

13

The following table summarizes the fair values of the assets acquired at the date of acquisition.

Accounts receivable	$	95,182
Fixed assets		150,000
Non-compete agreement		50,000
Customer list		1,000,000
Goodwill		1,855,871
Cost to acquire ACT	$	3,151,053

On October 3, 2005, the Company acquired substantially all of the assets of North Shore Answering Service (“NSAS”), a Long Island, New York based provider of telephone after-hour answering services. The purchase price was $2,719,461 and consisted of an initial cash payment of $2,175,569 and $543,892 to be paid twelve months from the date of the executed agreement. The Company also recorded professional fees of approximately $82,000. The results of operations of NSAS are included in the TBCS segment as of the date of acquisition.

The following table summarizes the fair values of the assets acquired at the date of acquisition.

Accounts receivable	$	24,760
Fixed assets		60,000
Non-compete agreement		50,000
Customer list		1,200,000
Goodwill		1,466,489
Cost to acquire NSAS	$	2,801,249

On May 17, 2005, the Company acquired substantially all of the assets of Long Island Message Center, Inc., a Long Island, New York based provider of telephone after-hour answering services. The purchase price was $397,712 and consisted of an initial cash payment of $318,170 and $79,542 which was paid in February 2006. The Company also recorded finder and professional fees of approximately $46,000. The results of operations of Long Island Message Center, Inc. are included in the TBCS segment as of the date of acquisition.

The following table summarizes the fair values of the assets acquired at the date of acquisition.

Accounts receivable	$	12,948
Non-compete agreement		25,000
Customer list		175,000
Goodwill		230,695
Cost to acquire Long Island Message Center, Inc.	$	443,643

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In the case of each of the acquisitions, the Company received a third party valuation of certain intangible assets from Chartered Capital Advisors, Inc. in determining the allocation of the purchase price.

The purchase price of each acquisition exceeded the fair value of the identifiable net assets acquired inasmuch as these acquisitions were consummated to enable the Company to expand its presence in the telephone answering service business into new regions or to strengthen its position in areas where it was already operating. Furthermore, the acquisitions were done for the business' future cash flows and net earnings as opposed to solely for the identifiable tangible and intangible assets.

Unaudited pro forma results of operations for the nine and three months ended September 30, 2006 and 2005 as if Long Island Message Center, Inc., North Shore Answering Service, Answer Connecticut, Inc., and MD OnCall had been acquired as of the beginning of the earliest period presented follow. The pro forma results include estimates which management believes are reasonable.

	Nine Months Ended September 30,				Three Months Ended September 30,
	2006		2005		2006		2005
Revenue	$	23,254,000	$	21,662,000	$	7,785,000	$	7,269,000
Net income		823,000		935,000		279,000		281,000
Net income per share
Basic	$	.09	$	.11	$	.03	$	.03
Diluted	$	.09	$	.10	$	.03	$	.03

The unaudited pro forma results of operations for the nine and three months ended September 30, 2006 and 2005 do not purport to represent what the Company’s results of operations would actually have been had the acquisitions been completed at the beginning of the periods presented, or to predict the Company’s results of operations for any future period.

8.Notes Payable:

In March 2006, the Company’s credit facility was amended whereby an additional $2,500,000 was obtained in the form of a term loan. The proceeds were used to finance the acquisition of MD OnCall. Under the amended credit facility, this portion of the term loan is payable in equal monthly principal payments of $41,667. In addition, certain of the covenants were amended.

As of June 30, 2006 and March 31, 2006, the Company was not in compliance with one of the financial covenants in its loan agreement. The lender waived the non-compliance and entered into an amendment to the credit facility which management believes will enable the Company to meet the covenant in the future. As of September 30, 2006, the Company was in compliance with its financial covenants in its loan agreement.

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9. Major Customers:

Since 1983, the Company has provided Personal Emergency Response Systems (“PERS”) services to the City of New York’s Human Resources Administration Home Care Service Program ("HCSP"). The Company has been operating since 1993 with a contract to provide HCSP with these services, which has been extended for 1-2 year periods since 1993, the last such extension is through December 31, 2006. During the nine months ended September 30, 2006 and 2005, the Company’s revenue from this contract represented 8% and 13%,respectively, of its total revenue.

In November 2002, a new Request for Proposals (“RFP”) was issued by HRA to provide emergency response services to HCSP from April 1, 2004 through March 31, 2007. After receiving notification from the City of New York’s Human Resources Administration (“HRA”) that the Company was selected as the approved vendor under the RFP to provide PERS services to the Home Care Services Program to Medicaid Eligible individuals, the Company subsequently received notification from HRA that it canceled the RFP “in the best interest of the City of New York.” The Company was advised that the cancellation of the RFP was not related to any performance issue or negative reflection upon the Company. Concurrently, the Company was advised of HRA’s decision to issue a new contract extension to the Company through June 2005 under the terms of the contract that the Company has been operating under since 1993. The Company has since received this contract extension and also has received subsequent extensions which go through December 31, 2006. In accordance with the original contract and consistent with previous extensions, HRA has the right to terminate the contract without cause or “in the best interest of the City of New York” upon thirty days written notice. HRA has also advised the Company that HRA plans to issue a new RFP with respect to PERS services in the future. In September 2006, HRA issued a bid proposal relating to the providing of PERS services. In October 2006, the Company received notice that the bid process was temporarily postponed. As of November 8, 2006, the bid process is still under postponement.

The Company cannot determine (i) when and if the bid process will be continued, (ii) when and if a new RFP will be published, (iii) what the terms of the bid or new RFP will be, (iv) how long the current contract terms will remain in effect or (v) whether AMAC will be the successful bidder on the bid process or new RFP (and if so, under what terms and conditions). While the Company has reduced its dependence on revenue from HCSP, if the Company does not maintain this contract, a significant amount of the Company’s revenue could be lost, albeit over a protracted period, which could have a material adverse effect on operating results and cash flows. The Company continues to implement a variety of operational efficiencies, as well as continuing to enhance and diversify its other revenue streams, to offset the impact, if any, in the event of this occurrence.

As of September 30, 2006 and December 31, 2005, accounts receivable from the contract represented 12% and 11%, respectively, of accounts receivable. Medical devices in service under the contract represented approximately 15% and 17%, respectively, of the total medical devices used for primary monitoring.

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10. Segment Reporting:

The Company has three reportable segments, (i) Health and Safety Monitoring Systems (“HSMS”), (ii) Telephone Based Communication Services (“TBCS”) and (iii) Safe Com.

The table below provides a reconciliation of segment information to total consolidated information for the nine and three months ended September 30, 2006 and 2005:

2006

Nine Months Ended September 30, 2006	HSMS		TBCS		Safe Com		Consolidated
Revenue	$	11,566,898	$	10,761,383	$	402,907	$	22,731,188
Income before provision for income taxes		229,788		1,174,390		79,786		1,483,964
Total assets		13,558,684		17,189,726		430,506		31,178,916

Three Months Ended September 30, 2006	HSMS		TBCS		Safe Com		Consolidated
Revenue	$	3,850,913	$	3,794,472	$	139,275	$	7,784,660
Income before provision for income taxes		53,756		417,228		40,437		511,421

2005

Nine Months Ended September 30, 2005	HSMS		TBCS		Safe Com		Consolidated
Revenue	$	10,857,159	$	4,965,407	$	338,580	$	16,161,146
Income before provision for income taxes		584,769		742,231		29,181		1,356,181
Total assets		12,872,812		8,128,008		921,661		21,922,481

Three Months Ended September 30, 2005	HSMS		TBCS		Safe Com		Consolidated
Revenue	$	3,635,677	$	1,748,455	$	111,120	$	5,495,252
Income before provision for income taxes		206,376		168,992		15,533		390,901

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11. Commitments and Contingencies:

In addition to the FCC inquiry described in Note 4, the Company is aware of various threatened or pending litigation claims against the Company relating to its products and services and other claims arising in the ordinary course of its business. The Company has given its insurance carrier notice of such claims and it believes there is sufficient insurance coverage to cover any such claims. Currently, there are no litigation claims for which an estimate of loss, if any, can be reasonably made as they are in the preliminary stages and therefore, no liability or corresponding insurance receivable has been recorded.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of the Company’s results of operations and financial condition. This discussion and analysis should be read in conjunction with the consolidated financial statements contained in the latest Annual Report on Form 10-KSB dated December 31, 2005.

Statements contained in this Quarterly Report on Form 10-Q include “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including, in particular and without limitation, statements contained herein under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements involve known and unknown risks, uncertainties and other factors which could cause the Company’s actual results, performance and achievements, whether expressed or implied by such forward-looking statements, not to occur or be realized. These include uncertainties relating to government regulation, technological changes, our expansion plans, our contract with the City of New York and product liability risks. Such forward-looking statements generally are based upon the Company’s best estimates of future results, performance or achievement, based upon current conditions and the most recent results of operations. Forward-looking statements may be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “believe,” “estimate,” “project,” “anticipate,” “continue” or similar terms, variations of those terms or the negative of those terms.

You should carefully consider such risks, uncertainties and other information, disclosures and discussions which contain cautionary statements identifying important factors that could cause actual results to differ materially from those provided in the forward-looking statements. Readers should carefully review the risk factors and any other cautionary statements contained in the Company’s Annual Report on Form 10-KSB and other public filings. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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Overview:

The Company’s primary business is the provision of healthcare communication services through (1) the development and marketing of healthcare solutions and that include personal emergency response systems, telehealth/disease management monitoring systems and medication management systems (“HSMS”); (2) telephony based communication services (“TBCS”) and solutions primarily for the healthcare community; (3) pharmacy security monitoring systems. The Company’s products and services are primarily marketed to the healthcare industry, including home care, durable medical equipment, medical facility, hospice, pharmacy, managed care and other healthcare oriented organizations. The Company also offers certain products and services directly to consumers. Until 2000, the Company’s principal business was the marketing of personal emergency response systems (“PERS”), a device that allows a patient to signal an emergency response center for help in the event of a debilitating illness or accident. The Company provides PERS nationwide to private pay customers, Medicaid programs as well as to healthcare related entities. In 2003, the Company initiated a relationship with a large, west coast managed care organization that recognized the value associated with provisioning PERS to its senior population and contracted AMAC to roll out its PERS product to approximately 3,000 beneficiaries. Today, that program has doubled to approximately 6,300 units on line and continues to expand throughout the west coast. In 2005, the Company's PERS product was selected by McKesson Corporation as its solution to complement its remote patient monitoring product offering, to be marketed as McKesson Telehealth Assist™, a step which the Company believes will permit further expansion of its PERS business through McKesson's distribution network.

In 2001, the Company entered the emerging telehealth market, an industry in its development stage, recognizing the opportunity to provide new monitoring technologies to assist healthcare professionals in home-based, health management activities. Management believes the provision of health monitoring technologies and services is a natural extension to its safety monitoring offering.

With an established presence in the home from its PERS product, the Company entered into a marketing and technology agreement with certain exclusive rights with Health Hero Networks, Inc. in 2001. The Company marked its entrance into the telehealth/disease management monitoring market initially as a provider of the Health BuddyÒ System. In the fourth quarter of 2003, the Company launched the commercial introduction of a device known as the PERS Buddy®.

The Company believes the telehealth market will continue to provide opportunity for AMAC’s expansion as a full source provider of remote patient monitoring technologies and services based on increasing acceptance as further clinical and econometric studies concluding that telehealth is both clinically effective and reduces cost. During the fourth quarter of 2005, the Company commenced plans to expand its telehealth offering through the creation of new services that integrate telehealth monitoring technology with comprehensive health management.

Beginning in 2000, the Company began a program of product diversification and customer baseexpansion to decrease its reliance on a single product line by marketing complementary call center and monitoring services to the healthcare community.

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The Company diversified its products/service mix to include telephony based communication services (“TBCS”) for professionals in the healthcare community. The rationale to enter this segment had several components. These include targeting existing customer relationships, leveraging existing infrastructure capability, and establishing an additional significant revenue source. The Company’s entry into the TBCS market was accomplished initiallythrough acquisition and later through internally generated sales growth coupled with acquisitions. The TBCS segment accounted for 47% of the Company’s revenues through September 30, 2006. The Company believes that TBCS will continue to be a significant business segment going forward and intends to pursue further acquisitions in this area.

The Company has since further expanded its communication infrastructure and capacity and now operates a total of seven communication centers located in Long Island City and Port Jefferson in New York, New Jersey, Maryland, Connecticut, Massachusetts and Rhode Island.

The Company believes it has identified other communication needs as expressed by the expanded TBCSclient base. In response to these expressed needs, the Company has developed specialized healthcare communication solutions. These solutions are creating additional opportunities for long-term revenue enhancement. The Company has broadened its service offerings and is significantly expanding the TBCS reporting segment.

The Company’s third reporting segment, SafeCom pharmacy security monitoring systems, offers equipment and security monitoring to pharmacies and other 24/7 retail organizations. Currently, over 785 stores are monitored with this technology. SafeCom monitoring services are provided at the Company’s communication center in Long Island City, New York. The SafeCom platform utilizes the basic PERS technology with a modified application. Although currently providing a small annual revenue contribution, the Company believes a significant opportunity exists and will continue to test the market potential for the remainder of 2006 and into 2007.

The Company continues to view its two core business segments, HSMS and TBCS, as the primary contributors to the Company’s cash flow from operations. The overall mix of cash flow generated from these two business segments, combined with the Company’s emphasis on developing innovative telehealth solutions, provides continued stability and creates new marketing opportunities. The Company believes this strategy will enable it to maintain and increase its role in the healthcare communications field.

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Components of Statements of Income by Operating Segment

The following table shows the components of the Statement of Income for the three and nine months ended September 30, 2006 and 2005.

	Three Months Ended September 30,												Nine Months Ended September 30,
In thousands (000’s)	2006			%			2005			%			2006			%			2005			%
Revenues
HSMS		3,851			49	%		3,636			66	%		11,567			51	%		10,857			67	%
TBCS		3,795			49	%		1,748			32	%		10,761			47	%		4,965			31	%
Safe Com		139			2	%		111			2	%		403			2	%		339			2	%
Total Revenues		7,785			100	%		5,495			100	%		22,731			100	%		16,161			100	%
Cost of Services and Goods Sold
HSMS		1,714			45	%		1,699			47	%		5,180			45	%		4,946			46	%
TBCS		1,900			50	%		1,017			58	%		5,363			50	%		2,596			52	%
Safe Com		52			37	%		68			61	%		187			46	%		202			60	%
Total Cost of Services and Goods Sold		3,666			47	%		2,784			51	%		10,730			47	%		7,744			48	%
Gross Profit
HSMS		2,137			55	%		1,937			53	%		6,387			55	%		5,911			54	%
TBCS		1,895			50	%		731			42	%		5,398			50	%		2,369			48	%
Safe Com		87			63	%		43			39	%		216			54	%		137			40	%
Total Gross Profit		4,119			53	%		2,711			49	%		12,001			53	%		8,417			52	%
Selling, General & Administrative		3,656			47	%		2,414			44	%		10,648			47	%		7,304			45	%
Interest Expense		87			1	%		10			0	%		263			1	%		33			0	%
Other Income		(135	)		(2	)%		(105	)		(2	)%		(393	)		(2	)%		(276	)		(2	)%
Income before Income Taxes		511			7	%		391			7	%		1,484			7	%		1,356			8	%
Provision for Income Taxes		232						188						680						651
Net Income		279						203						804						705

Note: The percentages for Cost of Services and Goods Sold and Gross Profit are calculated based on a percentage of revenue of the segment.

Results of Operations:

The Company has three distinct operating business segments, which are HSMS, TAS and Safe Com. The HSMS and TAS are the two significant segments which generate and produce approximately 98% of the Company’s revenue and net income, while Safe Com has a minimal impact on these areas; therefore, the operations of Safe Com are not further analyzed below.

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Three Months Ended September 30, 2006 Compared to Three Months Ended September 30, 2005

Revenues:

HSMS

Revenues, which consist primarily of monthly rental revenues, increased approximately $215,000, or 6%, for the three months ended September 30, 2006 as compared to the same period in 2005. Monthly rental revenues represent revenues that are generated from the leasing and monitoring of the medical devices placed in subscribers’ residences. The increase is primarily attributed to the following factor:

·   The Company continues to experience growth primarily in its existing customer base. The largest growth continues to be as a result of an agreement, which was executed in November 2003, whereby over 3,000 Personal Emergency Response Systems (“PERS”) were placed online from December 2003 through the first quarter of 2004. This account has now grown to approximately 6,300 PERS online and accounted for approximately a $48,000 increase in revenue during the three months ended September 30, 2006 as compared to the same period in the prior year .

·   In late 2004, the Company initiated and executed a new agreement with a home healthcare agency whereby PERS were placed online. Since inception, this account has grown to approximately 1,400 subscribers and accounted for an approximate $25,000 increase in revenue during the three months ended September 30, 2006.

·   In 2006, the Company commenced the sale of its newly developed senior living community based emergency monitoring systems to retirement communities. The Company’s newly developed proprietary system will enable senior living communities to enhance their residential offerings. This has accounted for approximately $42,000 in revenue for the three months ended September 30, 2006. The Company plans to aggressively pursue this product opportunity through its sales and marketing efforts.

The remaining increase in revenue is from the increase in the execution of new agreements as well as the increased number of subscribers currently utilizing the PERS device within the remainder of the customer base. The Company anticipates that it will continue to grow its subscriber base and corresponding revenue through its continued sales and marketing efforts.

TBCS

The increase in revenues of approximately $2,047,000, or 117%, for the three months ended September 30, 2006 as compared to the same period in 2005 was primarily due to the following:

·   During 2006 and the fourth quarter of 2005, the Company purchased the assets of three separate telephone answering service businesses which resulted in additional revenue for the three months ended September 30, 2006, as compared to the same period in 2005, of approximately $1,981,000. The acquisitions were as follows:

·       In October 2005, the Company purchased the assets of North Shore Answering Service (“NSAS”). As a result of this acquisition, the Company realized approximately $499,000 of revenue the three months ended September 30, 2006. The Company believes the acquisition of NSAS will help facilitate its growth within the Long Island/New York geographical area.

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· In December 2005, the Company purchased the assets of Answer Connecticut, Inc. (“ACT”). As a result of this acquisition, the Company realized approximately $774,000 of revenue for the three months ended September 30, 2006. The Company believes this acquisition will help facilitate its expansion into the Northeast geographical area.

· In March 2006, the Company purchased the assets of Capitol Medical, Inc. and Rhode Island Medical Bureau (“MD OnCall”). As a result of this acquisition, the Company realized approximately $708,000 of revenue for the three months ended September 30, 2006. The Company believes this acquisition will further facilitate its expansion into the Northeast geographical area.

· The Company experienced revenue growth within its existing telephone answering service businesses of approximately $128,000, as compared to the same period in 2005. This growth is due to the execution of new agreements with healthcare and hospital organizations as a result of its daytime communication service offerings. The Company has experienced growth in this business segment and anticipates that it will continue to grow this business segment with further expansion into healthcare and hospital organizations, as evidenced by its latest agreement with a hospital organization in which the providing of daytime services commenced in January 2006. This growth was partially offset by a rate renegotiation with one of its large physician based customers resulting in a decrease in revenue of approximately $60,000.

· Along with the plan to grow the TBCS segment through its daytime communication service offerings, the Company continues to evaluate potential additional TBCS business acquisitions.

Costs Related to Services and Goods Sold:

HSMS

Costs related to services and goods increased by approximately $15,000 for the three months ended September 30, 2006 as compared to the same period in 2005, an increase of 1%, primarily due to the following:

· During 2005 and into 2006, the Company has increased the number of personnel working in its Emergency Response Center (“ERC”) department which accounted for increased costs of approximately $30,000 in 2006 as compared to the same period in 2005. The Company hired additional personnel due to the increased volume of calls which is directly correlated to the increased subscriber base. The Company believes it currently has the appropriate number of personnel to handle the increased call volume.

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· During 2006, the Company hired a Manager of Engineering and Fulfillment at a rate of $95,000 per annum. This accounted for approximately $24,000 of increased costs as compared to the same period in the prior year. The Company believes the hiring of this Manager was an integral part of its business plan to consolidate its Engineering and Fulfillment center into Long Island City and well as assist in the transition of conducting upgrades and repairs in house.

· In 2006, the Company took possession of additional space located in Long Island City with the intention of consolidating its warehouse and distribution center and accounting department into the location which currently houses its principal New York HSMS and TBCS call center. As a result of taking possession of this premises, the Company recorded approximately $30,000 of additional rent expense for the three months ended September 30, 2006, as compared to the same period in the prior year, relating to the warehouse and distribution center. The Company’s lease obligations for its previous warehouse and distribution center ceased as of June 30, 2006.

This increase was partially offset by a reduction of upgrades and repairs that were performed by an outside third party. As part of the Company’s relocation of its engineering and fulfillment center, the Company commenced the upgrading and repairing of units in house. This has resulted in a decrease of approximately $65,000 of costs related to these activities. As the Company continues to make this transition, it believes that a greater percentage of upgrades and repairs will be performed in house moving forward and result in increased cost savings.

TBCS:

Costs related to services and goods increased by approximately $883,000 for the three months ended September 30, 2006 as compared to the same period in 2005, an increase of 87%, primarily due to the following:

· With the continued increase in business in its existing telephone answering services, specifically in its daytime answering service, the Company has continued to hire additional telephone answering service supervisors and operators in its Long Island City location. These personnel additions along with general pay rate increases and associated payroll taxes has accounted for approximately $44,000 of increased costs as compared to the same period in 2005. As the Company continues to grow its customer base and revenues, it will continue to evaluate personnel levels and determine if additional personnel are necessary.

· During 2006 and the fourth quarter of 2005, as discussed above, the Company purchased the assets of three separate telephone answering service businesses which resulted in additional costs related to sales for the three months ended September 30, 2006 of approximately $839,000. The costs related to sales in regard to the acquisitions were as follows: NSAS - $227,000; ACT - $316,000 and MD OnCall - $296,000.

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Selling, General and Administrative Expenses:

Selling, general and administrative expenses increased by approximately $1,242,000 for the three months ended September 30, 2006 as compared to the same period in 2005, an increase of 51%. The increase is primarily attributable to the following:

· The Company incurred approximately $804,000 of selling, general and administrative expenses for the three months ended September 30, 2006 as a result of the acquisition of three telephone answering service businesses during 2006 and the fourth quarter of 2005. The largest expenses relate to salaries and related payroll taxes and amortization relating to customer lists and non-compete agreements.

· During the second quarter of 2006, the Company hired a Controller and Human Resources director. During this period the Company also moved its accounting department from its Oceanside, New York location to its Long Island City, New York facility. As part of this process, the Company hired personnel for the LIC location while winding down operations in Oceanside and, therefore incurred additional payroll costs while transitioning this change in location. These items along with general rate increases for existing personnel accounted for approximately $60,000 of increased payroll and associated payroll tax costs as compared to the same period in the prior year. The Company believes the hiring of these employees was necessary to handle the increased workload in both the accounting and human resources departments.

· In the third quarter of 2006, the Company expanded its health benefit options to its employees. As a result of these expanded benefits, the Company experienced an increase in the number of employee’s participating. This, along with increased benefits costs, resulted in approximately a $55,000 increase for the three months ended September 30, 2006 as compared to the same period in the prior year. The Company believes this will help to minimize employee turnover.

· Certain executives entered into new employment agreements whereby effective January 1, 2006 their salaries were increased and they received certain stock grants. As a result of these new agreements, the Company recorded approximately $85,000 of additional compensation expense, including payroll taxes, for the three months ended September 30, 2006 as compared to the same period in 2005.

· In August 2006, the Company granted an aggregate of 50,000 stock options to purchase common stock to its independent Board of Directors. In accordance with FASB Statement No. 123(R), which the Company adopted on January 1, 2006, the Company recognized an expense of approximately $45,000. Prior to the adoption of this Statement, the Company was not required to record the issuance of stock options to purchase common stock as an expense.

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There were other increases in selling, general and administrative expenses which arose out of the normal course of business such as consulting expense, which were partially offset by a reduction in amortization relating to the HSMS segment.

Interest Expense:

Interest expense for the three months ended September 30, 2006 and 2005 was approximately $87,000 and $10,000, respectively. The increase was primarily due to the Company borrowing additional funds in December 2005 of $2,550,000 and in March 2006 of $2,500,000 for the purpose of financing its acquisitions of ACT and MD OnCall, respectively.

Other Income:

Other income for the three months ended September 30, 2006 and 2005 was approximately $136,000 and $104,000, respectively. Other Income for the three months ended September 30, 2006 and 2005 includes a Relocation and Employment Assistance Program (“REAP”) credit in the approximate amounts of $117,000 and $83,000, respectively. In connection with the relocation of certain operations to Long Island City, New York in April 2003, the Company became eligible for the REAP credit which is based upon the number of employees relocated to this designated REAP area. The REAP is in effect for a twelve year period; during the first five years the Company will be refunded the full amount of the eligible credit and, thereafter, the benefit will be available only as a credit against New York City income taxes.

Income Before Provision for Income Taxes:

The Company’s income before provision for income taxes for the three months ended September 30, 2006 was approximately $511,000 as compared to $391,000 for the same period in 2005. The increase of $117,000 for the three months ended September 30, 2006 primarily resulted from an increase in the Company's service revenues offset by an increase in the Company’s costs related to services and selling, general and administrative costs.

Nine Months Ended September 30, 2006 Compared to Nine Months Ended September 30, 2005

Revenues:

HSMS

Revenues, which consist primarily of monthly rental revenues, increased approximately $710,000, or 7%, for the nine months ended September 30, 2006 as compared to the same period in 2005. Monthly rental revenues represent revenues that are generated from the leasing and monitoring of the medical devices placed in subscriber’s residences. The increase is primarily attributed to the following factors:

· The Company continues to experience growth primarily in its existing customer base. The largest growth continues to be as a result of an agreement, which was executed in November 2003, whereby over 3,000 Personal Emergency Response Systems (“PERS”) were placed online from December 2003 through the first quarter of 2004. This account, which now has grown to approximately 6,300 PERS online, has resulted in approximately $238,000 more revenue in 2006 as compared to the same period in 2005. The Company anticipates that the growth in this account will continue.

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· In late 2004, the Company initiated and executed a new agreement with a home healthcare agency whereby PERS were placed online. Since inception, this account has grown to approximately 1,400 subscribers and accounted for an approximate $97,000 increase in revenue during 2006 as compared to the same period in the prior year.

The remaining increase in revenue is from the increase in the execution of new agreements, the increase in the number of subscribers currently utilizing the PERS device within the remainder of the customer base as well as the Company increasing its sale of products to retirement communities. The Company anticipates that it will continue to grow its subscriber base and corresponding revenue through its continued sales and marketing efforts.

TBCS

The increase in revenues of approximately $5,796,000, or 117%, for the nine months ended September 30, 2006 as compared to the same period in 2005 was primarily due to the following:

· During 2006 and the fourth quarter of 2005, the Company purchased the assets of three separate telephone answering service businesses which resulted in additional revenue for the nine months ended September 30, 2006, as compared to the same period in 2005, of approximately $5,191,000. The acquisitions were as follows:

· In October 2005, the Company purchased the assets of North Shore Answering Service (“NSAS”). As a result of this acquisition, the Company realized approximately $1,518,000 of revenue in 2006. The Company believes the acquisition of NSAS will help facilitate its growth within the Long Island/New York geographical area.

· In December 2005, the Company purchased the assets of Answer Connecticut, Inc. (“ACT”). As a result of this acquisition, the Company realized approximately $2,181,000 of revenue in 2006. The Company believes this acquisition will help facilitate its expansion into the Northeast geographical area.

· In March 2006, the Company purchased the assets of Capitol Medical, Inc. and Rhode Island Medical Bureau (“MD OnCall”). As a result of this acquisition, the Company realized approximately $1,492,000 of revenue in 2006. The Company believes this acquisition will further facilitate its expansion into the Northeast geographical area.

· The Company experienced revenue growth within its existing telephone answering service businesses of approximately $618,000, as compared to 2005. This growth is due to the execution of new agreements with healthcare and hospital organizations as a result of new daytime communication service offerings, as well as increases in the physician base. The Company has experienced strong growth in this business segment and anticipates that it will continue to grow this business segment with further expansion into healthcare and hospital organizations, as evidenced by its latest agreement with a hospital organization in which the providing of daytime services commenced in January 2006, and to physicians through its marketing strategies. This growth was partially offset by a rate renegotiation from one of its large physician based customers resulting in a decrease in revenue of approximately $140,000.

· In May 2005, the Company acquired the assets of a telephone answering service, Long Island Message Center (LIMC). As a result of this acquisition the Company recorded approximately $127,000 of additional revenue for the nine months ended September 30, 2006 as compared to the same period in 2005.

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· Along with the plan to grow the TBCS segment through its daytime communication service offerings, the Company continues to evaluate potential additional TBCS business acquisitions.

Costs Related to Services and Goods Sold:

HSMS

Costs related to services and goods increased by approximately $234,000 for the nine months ended September 30, 2006 as compared to the same period in 2005, an increase of 5%, primarily due to the following:

· During 2005 and into 2006, the Company has increased the number of personnel working in its Emergency Response Center (“ERC”) department which accounted for increased costs of approximately $132,000 in 2006 as compared to the same period in 2005. The Company hired additional personnel due to the increased volume of calls which is directly correlated to the increased subscriber base. The Company believes it currently has the appropriate number of personnel to handle the increased call volume.

· During 2006, the Company hired a Manager of Engineering and Fulfillment at a rate of $95,000 per annum. In addition, during the second quarter of 2006, the Company moved its fulfillment and warehouse distribution center from Mt. Laurel, New Jersey into its Long Island City facility. As part of this process, the Company hired personnel for the LIC location while winding down operations in Mt. Laurel and, therefore incurred additional payroll costs while transitioning this change in location. These items accounted for approximately $145,000 of increased costs as compared to the same period in the prior year. The Company believes, as part of its overall consolidation initiative, that the Company will realize significant cost efficiencies as a result of this move of its fulfillment and warehouse distribution center to its LIC facility.

This increase was partially offset by a reduction of upgrades and repairs that were performed by an outside third party. As part of the Company’s relocation of its engineering and fulfillment center, the Company commenced the upgrading and repairing of units in house. This has resulted in a decrease of approximately $75,000 of costs related to these activities. As the Company continues to make this transition, it believes that a greater percentage of upgrades and repairs will be performed in house moving forward and result in increased cost savings.

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TBCS:

Costs related to services and goods increased by approximately $2,767,000 for the nine months ended September 30, 2006 as compared to the same period in 2005, an increase of 107%, primarily due to the following:

· With the continued increase in business in its existing telephone answering services, specifically in its daytime answering service, the Company continued to hire additional telephone answering service supervisors and operators in its Long Island City location, especially in the second half of 2005 as a result of the Company executing agreements with hospital organizations throughout 2005. The increase in daytime service business has continued into 2006 as evidenced by an additional hospital commencing service in January 2006. In addition, in July 2005 the Company initiated a pay rate increase to all its supervisors and operators in an effort to stabilize employee tenure with the Company. These personnel additions along with general pay rate increases and associated payroll taxes has accounted for approximately $473,000 of increased costs as compared to the same period in 2005. As the Company continues to grow its customer base and revenues, it will continue to evaluate personnel levels and determine if additional personnel are necessary.

· During 2006 and the fourth quarter of 2005, as discussed above, the Company purchased the assets of three separate telephone answering service businesses which resulted in additional costs related to sales for the nine months ended September 30, 2006 of approximately $2,083,000. The costs related to sales in regard to the acquisitions were as follows: NSAS - $572,000; ACT - $870,000 and MD OnCall - $641,000.

Selling, General and Administrative Expenses:

Selling, general and administrative expenses increased by approximately $3,344,000 for the nine months ended September 30, 2006 as compared to the same period in 2005, an increase of 46%. The increase is primarily attributable to the following:

· The Company incurred approximately $2,190,000 of selling, general and administrative expenses as a result of the acquisition of three telephone answering service businesses during 2006 and the fourth quarter of 2005. The largest expenses relate to salaries and related payroll taxes and amortization relating to customer lists and non-compete agreements.

· In early 2006, the Company obtained additional space in Long Island City with the intention of consolidating its warehouse and distribution center and accounting department into the location where its principal New York HSMS and TBCS call center is located. For a period of time, the Company was still conducting its warehouse and distribution center and accounting operation from their original locations. As a result of this, the Company recorded approximately $190,000 of additional rent expense.

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· During the second quarter of 2006, the Company hired a Controller and Human Resources director. During this period the Company also moved its accounting department from its Oceanside, New York location to its Long Island City, New York facility. As part of this process, the Company hired personnel for the LIC location while winding down operations in Oceanside and, therefore incurred additional payroll costs while transitioning this change in location. These items along with general rate increases for existing personnel accounted for approximately $125,000 of increased payroll and associated payroll tax costs as compared to the same period in the prior year. The Company believes the hiring of these employees was necessary to handle the increased workload in both the accounting and human resources departments.

· In the third quarter of 2006, the Company expanded its health benefit options to its employees. As a result of these expanded benefits, the Company experienced an increase in the number of employee’s participating. This, along with increased benefits costs, resulted in approximately a $70,000 increase as compared to the same period in the prior year. The Company believes this will help to minimize employee turnover.

· Certain executives entered into new employment agreements whereby effective January 1, 2006 their salaries were increased and they received certain stock grants. As a result of these new agreements, the Company recorded approximately $216,000 of additional compensation expense, including payroll taxes, as compared to the same period in 2005.

· As a result of the Company executing new agreements with healthcare and hospital organizations in 2006, the Company recorded additional commission expense of $155,000 due to a salesperson for the nine months ended September 30, 2006.

These increases were partially offset by a decrease in amortization expense in the HSMS segment. In June 2005, the Company entered into an amended agreement with Health Hero Network (“HHN”). The amendment includes an extension of the initial term for an additional three years, and converted the exclusive license to a non-exclusive one. The cost of the licensing component of $1,115,000, including $115,000 of professional fees, which has been paid in full, was being amortized over a 40-month period which commenced in July 2003 upon the Company meeting certain milestones under the agreement. With this extension of the initial term, the Company is amortizing the remaining value of the licensing component as of June 30, 2005 over the revised initial term of the Agreement. This resulted in a reduction of amortization expense of approximately $120,000 in 2006 as compared to the same period in 2005.

There were other increases in selling, general and administrative expenses which arose out of the normal course of business such as consulting expense, travel and entertainment expense and bad debt expense.

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Interest Expense:

Interest expense for the nine months ended September 30, 2006 and 2005 was approximately $263,000 and $33,000, respectively. The increase was primarily due to the Company borrowing additional funds in December 2005 of $2,550,000 and in March 2006 of $2,500,000 for the purpose of financing its acquisitions of ACT and MD OnCall, respectively. Interest rate increases in 2006 also have contributed to the increase.

Other Income:

Other income for the nine months ended September 30, 2006 and 2005 was approximately $393,000 and $276,000, respectively. Other Income for the nine months ended September 30, 2006 and 2005 includes a Relocation and Employment Assistance Program (“REAP”) credit in the approximate amounts of $318,000 and $240,000, respectively. In connection with the relocation of certain operations to Long Island City, New York in April 2003, the Company became eligible for the REAP credit which is based upon the number of employees relocated to this designated REAP area. The REAP is in effect for a twelve year period; during the first five years the Company will be refunded the full amount of the eligible credit and, thereafter, the benefit will be available only as a credit against New York City income taxes.

Income Before Provision for Income Taxes:

The Company’s income before provision for income taxes for the nine months ended September 30, 2006 was approximately $1,484,000 as compared to $1,356,000 for the same period in 2005. The increase of $128,000 for the nine months ended September 30, 2006 primarily resulted from an increase in the Company's service revenues offset by an increase in the Company’s costs related to services and selling, general and administrative costs.

Liquidity and Capital Resources

In March 2006, the Company obtained an additional $2,500,000 term loan, the proceeds of which were utilized to finance the acquisition of MD OnCall and Capitol Medical Bureau.

As of September 30, 2006, the Company has a credit facility of $6,850,000, which includes a term loan in the original amount of $5,350,000 and a revolving credit line that permits maximum borrowings of $1,500,000 (based on eligible receivables, as defined). Borrowings under the term loan bear interest at either (a) LIBOR plus 2.25% or (b) the prime rate or the federal funds effective rate plus .5%, whichever is greater, and the revolving credit line will bear interest at either (a) LIBOR plus 2.0% or (b) the prime rate or the federal funds effective rate plus .5%, whichever is greater. The term loan is payable in equal monthly principal payments of $91,667 over five years while the revolving credit line is available through May 2008. The outstanding balance on the term loan at September 30, 2006 was $4,800,000 and there were no amounts outstanding on the revolving credit line at September 30, 2006. As of November 8, 2006, the Company had $300,000 outstanding on its revolving credit line.

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As of September 30, 2006, the Company was in compliance with its financial covenants in its loan agreement.

The following table is a summary of contractual obligations as of September 30, 2006:

	Payments Due by Period
Contractual Obligations	Total		Less than 1 year		1-3 years		4-5 years		After 5 years
Revolving Credit Line	$	- 0 -
Debt (a)	$	4,833,567	$	1,114,248	$	3,319,319	$	400,000
Capital Leases (b)	$	122,999	$	38,505	$	84,494
Operating Leases (c)	$	9,284,745	$	957,664	$	2,391,969	$	1,473,533	$	4,461,579
Total Contractual Obligations	$	14,241,311	$	2,110,417	$	5,795,782	$	1,873,533	$	4,461,579

(a) - Debt includes the Company’s term loan in the original amount of $5,350,000 which matures in March 2012, as well as loans associated with the purchase of automobiles.

(b) - Capital leases include the leases of telephony equipment associated with the Company’s telephone answering service in its Rhode Island location.

(c) - Operating leases include rental of facilities at various locations within the United States. These operating leases include the rental of the Company’s call center, warehouse and the office facilities. These operating leases have various maturity dates. The Company currently leases office space from the Chief Executive Officer and principal shareholder pursuant to a lease which expires in September 2007. The Company leased a second building from the Chief Executive Officer and principal shareholder until October 2004, at which time the Company was released from its obligation.

Net cash provided by operating activities was approximately $3.3 million for the nine months ended September 30, 2006, as compared to approximately $2.2 million for the same period in 2005. During 2006, increases in cash provided by operating activities from depreciation and amortization of approximately $2.5 million, increases in liabilities of $0.8 million and net earnings of approximately $0.8 million were partially offset by an increase in trade receivables of approximately $0.7 million. The increase in liabilities is related to the Company’s increased capital expenditures, acquisition of a telephone answering service business and increased income tax obligations. The increase in trade receivables is primarily due to the following reasons: (i) the Company consummated acquisitions which resulted in approximately $0.3 million of increased receivables through the normal course of business, (ii) with the Company expanding its daytime service offerings to homecare and hospital organizations, the number of days receivables remaining outstanding has increased as these organizations typically process invoices slower than the physician based customer who receives the traditional answering service offering (accounts for approximately $0.2 million of the increased receivable), and (iii) the Company reimbursement under the HRA program due in the month of September in the amount of approximately $0.2 million was delayed due to computer processing issues. Such amount was paid in October 2006 and the computer processing issues have been resolved.

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Net cash used in investing activities for the nine months ended September 30, 2006 was approximately $6.6 million as compared to $2.8 million in the same period in 2005. The primary components of net cash used in investing activities in 2006 were the acquisition of telephone answering service businesses and capital expenditures. The payments towards acquisition of telephone answering service businesses were approximately $3.3 million and capital expenditures were approximately $2.9 million. Capital expenditures for 2006 primarily relate to the continued production and purchase of the traditional PERS system as well as construction performed on new facilities. The primary components of net cash used in investing activities in 2005 were capital expenditures of $1.8 million and the acquisition of a telephone answering service business of $0.4 million.

Cash flows for the nine months ended September 30, 2006 provided by financing activities were approximately $2.2 million compared to $1.4 million for the same period in 2005. The primary component of cash flow provided by financing activities in 2006 were proceeds received from additional borrowings. The proceeds from the borrowing were $2.5 million and were primarily used for the acquisition of a telephone answering service. The primary component of cash flow provided by financing activities in 2005 was proceeds received of approximately $1.8 million from the exercise of stock options and warrants.

During the next twelve months, the Company anticipates it will make capital expenditures of approximately $2.75 - $3.25 million for the production and purchase of the traditional PERS systems and telehealth systems, enhancements to its computer operating systems, its retirement facility resident monitoring systems and the production of its Med-Time pill dispenser (this includes outstanding purchase orders issued to purchase approximately $1,050,000 of the traditional PERS systems). This amount is subject to fluctuations based on customer demand. The Company also anticipates incurring approximately $0.2 - $0.4 million of costs relating to research and development of its telehealth product and Med-Time dispenser. In July 2005, the Company entered into a technology, licensing, development, distribution and marketing agreement with a supplier for its HSMS sector. Pursuant to this agreement the Company anticipates expending approximately $0.3 - $0.5 million over the next twelve to eighteen months.

As of September 30, 2006, the Company had approximately $1.6 million in cash and the Company’s working capital was approximately $2.8 million. The Company believes that with its present cash balance and with operations of the business generating positive cash flow, it will be able to meet its cash, working capital and capital expenditure needs for at least the next twelve months. The Company also has a revolving credit line, which expires in May 2008 that permits borrowings up to $1.5 million of which no amounts were outstanding at September 30, 2006.

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Off-Balance Sheet Arrangements:

As of September 30, 2006, the Company has not entered into any off-balance sheet arrangements that are reasonably likely to have an impact on the Company’s current and future financial condition.

Other Factors:

On March 10, 2006, the Company acquired substantially all of the assets of MD OnCall, a Rhode Island based company and Capitol Medical Bureau,a Maryland based company (collectively “MD OnCall”), providers of telephone after-hour answering services and stand-alone voice mail services. The purchase price was $3,382,443 and consisted of an initial cash payment of $2,696,315, common stock valued at $343,064 and future cash payments of $343,064 to be paid to the Seller within twelve months from the date of the executed agreement, of which $170,032 was paid in October 2006. The Company also recorded finder and professional fees of approximately $183,000. A potential exists for the payment of additional purchase price consideration if certain thresholds concerning revenues and earnings of the acquired business are met as of March 31, 2007, 2008 and 2009. The results of operations of MD OnCall are included in the Telephone Based Communications Services (“TBCS”) segment as of the date of acquisition.

On December 9, 2005, the Company acquired substantially all of the assets of Answer Connecticut, Inc. (“ACT”), a Connecticut based provider of telephone after-hour answering services and stand-alone voice mail services. The purchase price was $3,088,923 and consisted of an initial cash payment of $2,316,692, common stock valued at $154,446 and $617,785 to be paid to the Seller within twelve months from the date of the executed agreement. The Company also recorded professional fees of approximately $62,000. A potential exists for the payment of additional purchase price consideration if certain thresholds concerning revenue and earnings are met as of December 31, 2006, 2007 and 2008.

On October 3, 2005, the Company acquired substantially all of the assets of North Shore Answering Service (“NSAS”), a Long Island, New York based provider of telephone after-hour answering services. The purchase price was $2,719,461 and consisted of an initial cash payment of $2,175,569 and $543,892 to be paid twelve months from the date of the executed agreement, of which $393,892 was paid in October 2006. The Company also recorded professional fees of approximately $82,000.

On May 17, 2005, the Company acquired substantially all of the assets of Long Island Message Center, Inc., a Long Island, New York based provider of telephone after-hour answering services. The purchase price was $397,712 and consisted of an initial cash payment of $318,170 and $79,542 which was paid in February 2006. The Company also recorded finder and professional fees of approximately $46,000.

On January 14, 2002, the Company entered into an operating lease agreement for space in Long Island City, New York in an effort to consolidate its HCI and Oceanside ERC and Customer Service facilities. The Company believes that centralization of the ERC, Customer Service and H-LINK® OnCall operations will provide additional efficiencies and facilitate the continued projected growth of the H-LINK and PERS divisions. The fifteen (15) year lease term commenced in April 2003 when the property was first occupied by the Company. The lease calls for minimum annual rentals of $269,500, subject to a 3% annual increase plus reimbursement for real estate taxes.

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During 2005, the Company entered into two operating lease agreements for additional space at its Long Island City, New York location with the intention of consolidating its warehouse and distribution center and accounting department into the location which currently houses its principal New York HSMS and TBCS call center. The leases expire in March 2018, call for minimal annual rentals of $220,000 and $115,000, respectively, and are subject to increases in accordance with the term of the agreements. The Company is also responsible for the reimbursement of its share of real estate taxes.

On November 1, 2001, the Company entered into a Cooperative Licensing, Development, Services and Marketing Agreement with HHN (the “HHN Agreement”) pursuant to which the Company developed, with the assistance of HHN, a new integrated appliance combining the features of the Company’s PERS product with HHN’s technology. Pursuant to the HHN Agreement, the Company was the exclusive manufacturer and distributor in the United States, of an enhanced PERS system that combines the Company’s traditional safety monitoring features with HHN’s internet based disease management monitoring technology. The HHN Agreement, which had a minimum five-year term (“initial term”), and provided for the payment by the Company of certain fees based on the service revenue derived from the enhanced PERS product, was amended on June 30, 2005. The amendment includes an extension of the initial term for an additional three years, and converted the exclusive license to a non-exclusive one. The cost of the licensing component of $1,115,000, including $115,000 of professional fees, which has been paid in full, was being amortized over a 40-month period which commenced in July 2003 upon the Company meeting certain milestones under the agreement. With this extension of the initial term, the Company is amortizing the remaining value of the licensing component as of June 30, 2005 over the revised initial term of the Agreement. Additionally, if certain acceptance criteria were met, the Company would have been required to purchase a minimum of 1,500 devices over the term of the Agreement at an estimated aggregate cost of $450,000. Such criteria were not met; therefore, the Company is not obligated to purchase a minimum of 1,500 devices.

Since 1983, the Company has provided Personal Emergency Response Systems (“PERS”) services to the City of New York’s Human Resources Administration Home Care Service Program ("HCSP"). The Company has been operating since 1993 with a contract to provide HCSP with these services, which has been extended for 1-2 year periods since 1993, the last such extension through December 31, 2006.

In November 2002, a new Request for Proposals (“RFP”) was issued by HRA to provide emergency response services to HCSP from April 1, 2004 through March 31, 2007. After receiving notification from the City of New York’s Human Resources Administration (“HRA”) that the Company was selected as the approved vendor under the RFP to provide PERS services to the Home Care Services Program to Medicaid Eligible individuals, the Company subsequently received notification from HRA that it canceled the RFP “in the best interest of the City of New York.” The Company was advised that the cancellation of the RFP is not related to any performance issue or negative reflection upon the Company. Concurrently, the Company was advised of HRA’s decision to issue a new contract extension to the Company through June 2005 under the terms of the contract that the Company has been operating under since 1993. The Company has since received this contract extension and also has received subsequent extensions which go through December 31, 2006. In accordance with the original contract and consistent with previous extensions, HRA has the right to terminate the contract without cause or “in the best interest of the City of New York” upon thirty days written notice. HRA has also advised the Company that HRA plans to issue a new RFP with respect to PERS services in the future. In September 2006, HRA issued a bid proposal relating to the providing of PERS services. In October 2006, the Company received notice that the bid process was temporarily postponed. As of November 8, 2006, the bid process is still under postponement.

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The Company cannot determine (i) when and if the bid process will be continued, (ii) when and if a new RFP will be published, (iii) what the terms of the bid or new RFP will be, (iv) how long the current contract terms will remain in effect or (v) whether AMAC will be the successful bidder on the bid process or new RFP (and if so, under what terms and conditions). While the Company has greatly reduced its dependence on revenue from HCSP, if subsequent to September 2006, the Company does not maintain this contract, approximately 8% of the Company’s revenue could be lost, albeit over a protracted period, which could have a material adverse effect on operating results and cash flows. The Company continues to implement a variety of operational efficiencies, as well as continuing to enhance and diversify its other revenue streams, to offset the impact, if any, of this occurrence.

As of September 30, 2006 and December 31, 2005, accounts receivable from the contract represented 12% and 11%, respectively, of accounts receivable and medical devices in service under the contract represented approximately 15% and 17%, respectively, of medical devices used for primary monitoring.

The Company’s PERS equipment is subject to approval from the Federal Communication Commission (“FCC”). In November 2004, the Company received an inquiry from the Federal Communications Commission. In response to that inquiry the Company has determined that certain versions of its PERS equipment emit levels of radio frequency energy that exceed applicable standards designed to reduce the possibility of interference with radio communications.

In July 2006, the Company reached an agreement with the FCC on an action plan and timeframe to complete an upgrade program for the affected PERS equipment and agreed upon a voluntary payment of $75,000 to be paid in regards to this matter. At December 31, 2005, the Company had accrued such amount. As part of this agreement, the FCC will allow the upgrade program to run substantially parallel with the normal recycling of the Company’s PERS equipment and, as such the only additional cost to be incurred will be the incremental cost to bring the units into compliance with the FCC regulations.

Through September 30, 2006, the Company has expensed approximately $1,055,000 in connection with this matter, of which approximately $145,000, primarily relating to costs associated with the replacement of equipment, legal fees and other professional fees, was recorded in 2006. The Company anticipates the total charge to complete this upgrade program to range from $1,100,000 to $1,300,000.

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Recent Accounting Pronouncements:

In June 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections,” a replacement of APB No. 20 and SFAS No. 3. SFAS No. 154 applies to all voluntary changes in accounting principle and changes the requirements for accounting for and reporting of a change in accounting principle to be applied retrospectively with all prior period financial statements presented on the new accounting principle. SFAS No. 154 is effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005. The Company adopted SFAS No. 154 and the adoption of this statement did not have a material impact on the consolidated results of operations or financial position.

In November 2004, the FASB issued FASB Statement No. 151, “Inventory Costs - An Amendment of ARB No. 43,” Chapter 4 (“SFAS 151”), which is the result of its effort to converge U.S. accounting standards for inventories with International Accounting Standards. SFAS 151 requires idle facility expenses, freight, handling costs, and wasted material (spoilage) costs to be recognized as current-period charges and not included in overhead. It also requires that allocation of fixed production overhead cost to inventory be based on normal capacity of the production facilities. SFAS 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The adoption of SFAS 151 did not have a material impact on ourfinancial.

In July 2006, FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109” (“FIN 48”) was issued, clarifying the accounting for uncertainty in tax positions. This Interpretation requires that we recognize in our financial statements, the impact of a tax position, if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The provisions of FIN 48 are effective as of the beginning of our 2007 fiscal year, with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings. We are currently evaluating the impact of adopting FIN 48, if any, on our financial statements.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” which defines fair value, establishes guidelines for measuring fair value and expands disclosure regarding fair value measurements. SFAS No. 157 does not require new fair value measurements but rather eliminates inconsistencies in guidance found in various prior accounting pronouncements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. We do not expect the adoption of SFAS No. 157 to have a material effect on our financial statements.

In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin (SAB) No. 108, “Financial Statements - Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements”. SAB No. 108 provides interpretive guidance on how the effects of prior year uncorrected misstatements should be considered when quantifying misstatements in the current year financial statements. SAB No. 108 is effective for years ending after November 15, 2006. We do not expect the provisions of SAB No. 108 will have a material impact on its financial position or results of operations.

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Critical Accounting Policies:

In preparing the financial statements, the Company makes estimates, assumptions and judgments that can have a significant impact on our revenue, operating income and net income, as well as on the reported amounts of certain assets and liabilities on the balance sheet. The Company believes that the estimates, assumptions and judgments involved in the accounting policies described below have the greatest potential impact on its financial statements due to the materiality of the accounts involved, and therefore, considers these to be its critical accounting policies. Estimates in each of these areas are based on historical experience and a variety of assumptions that the Company believes are appropriate. Actual results may differ from these estimates.

Reserves for Uncollectible Accounts Receivable

The Company makes ongoing assumptions relating to the collectibility of its accounts receivable. The accounts receivable amount on the balance sheet includes a reserve for accounts that might not be paid. In determining the amount of the reserve, the Company considers its historical level of credit losses. The Company also makes judgments about the creditworthiness of significant customers based on ongoing credit evaluations, and it assesses current economic trends that might impact the level of credit losses in the future. The Company recorded reserves for uncollectible accounts receivable of $546,000 as of September 30, 2006, which is equal to 9.6% of total accounts receivable. While the Company believes that the current reserves are adequate to cover potential credit losses, it cannot predict future changes in the financial stability of its customers and the Company cannot guarantee that its reserves will continue to be adequate. For each 1% that actual credit losses exceed the reserves established, there would be an increase in general and administrative expenses and a reduction in reported net income of approximately $57,000. Conversely, for each 1% that actual credit losses are less than the reserve, this would decrease the Company’s general and administrative expenses and increase the reported net income by approximately $57,000.

Fixed Assets

Fixed assets are stated at cost. Depreciation for financial reporting purposes is being provided by the straight-line method over the estimated useful lives of the related assets. The valuation and classification of these assets and the assignment of useful depreciable lives involves significant judgments and the use of estimates. Fixed assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Historically, impairment losses have not been required. Any change in the assumption of estimated useful lives could either result in a decrease or increase the Company’s financial results. A decrease in estimated useful life would reduce the Company’s net income and an increase in estimated useful life would increase the Company’s net income. If the estimated useful lives of the PERS medical device were decreased by one year, the cost of goods related to services would increase and net income would decrease by approximately $175,000 per annum. Conversely, if the estimated useful lives of the PERS medical device were increased by one year, the cost of goods related to services would decrease and net income would increase by approximately $140,000 per annum.

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Valuation of Goodwill

Pursuant to Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets,” goodwill and indefinite life intangible assets are no longer amortized, but are subject to annual impairment tests. To date, the Company has not been required to recognize an impairment of goodwill. The Company tests goodwill for impairment annually or more frequently when events or circumstances occur indicating goodwill might be impaired. This process involves estimating fair value using discounted cash flow analyses. Considerable management judgment is necessary to estimate discounted future cash flows. Assumptions used for these estimated cash flows were based on a combination of historical results and current internal forecasts. The Company cannot predict certain events that could adversely affect the reported value of goodwill, which totaled $8,374,769 and $6,086,428 at September 30, 2006 and December 31, 2005, respectively. If the Company were to experience a significant adverse impact on goodwill, it would negatively impact the Company’s net income.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

We are exposed to market risk related to changes in interest rates.

Interest Rate Risk

We are exposed to market risk from changes in interest rates primarily through our financing activities. Interest on our outstanding balances on our term loan under our credit facility accrues at a rate of LIBOR plus 2.25%. Our ability to carry out our business plan to finance future working capital requirements and acquisitions of TBCS businesses may be impacted if the cost of carrying debt fluctuates to the point where it becomes a burden on our resources.

Item 4. Controls and Procedures.

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of its Chief Executive Officer, President and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the Chief Executive Officer, President and the Chief Financial Officer concluded that the Company's controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports filed by it under the Securities and Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company's management, including the Chief Executive Officer, President and Chief Financial Officer of the Company, as appropriate to allow timely decisions regarding required disclosure.

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There were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended September 30, 2006 that has materially affected, or is reasonably likely to affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.Legal Proceedings.

The Company is aware of various threatened or pending litigation claims against the Company relating to its products and services and other claims arising in the ordinary course of its business. The Company has given its insurance carrier notice of such claims and it believes there is sufficient insurance coverage to cover any such claims. Currently, there are no litigation claims for which an estimate of loss, if any, can be reasonably made as they are in the preliminary stages and therefore, no liability or corresponding insurance receivable has been recorded.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None

Item 6. Exhibits.

No.	Description
31.1	Certification of CEO Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
31.2	Certification of President Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
31.3	Certification of CFO Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
32.1	Certification of CEO Pursuant to Section 906 of the Sarbanes Oxley Act of 2002
32.2	Certification of President Pursuant to Section 906 of the Sarbanes Oxley Act of 2002
32.3	Certification of CFO Pursuant to Section 906 of the Sarbanes Oxley Act of 2002

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	AMERICAN MEDICAL ALERT CORP.
Dated: November 14, 2006	By:	/s/ Howard M. Siegel
		Name: Howard M. Siegel
		Title:   Chairman of the Board, Chief Executive Officer

By:	/s/ Richard Rallo
	Name: Richard Rallo
	Title: Chief Financial Officer

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