Any financial projection discussion of FullCircle included in this Prospectus is based upon assumptions that we believeWe will not be permitted to be reasonable.  Evensubmit a Put Notice to Kodiak, or draw down any funds from the financing arrangement, if the assumptions underlying its plans proveshares issued to be correct, there can be no assurance that FullCircle will not incur substantial operating losses in attaining its goals.  There can be no assurance thatKodiak would cause them to beneficially own more than 9.99% of our outstanding common stock on the objectives will be realized if anydate of the assumptions underlying its plans prove to be incorrect.  The Directors of FullCircle have studied, and are familiar with, the current insurance market; however, investors should be aware that no independent market studies have been conducted by us regarding the proposed business plans, nor are any such studies currently planned.

Risks Affecting Us

Our business is subject to numerous risks, as more fully described in the section entitled “Risk Factors” below. Briefly, we have a limited history of operations as an insurance agency, have a history of operating losses, and may not achieve or maintain profitability. We are dependent upon the sale of our products and services to generate a significant percentage of our revenue. The insurance industry is a highly competitive market, and we will be competing against companies that have much longer operating histories, more established brands and greater resources than we do. We rely on third party insurance companies in our marketing and selling of services to a significant portion of our client base.

Offering

Currently, we have one class of common stock and one class of preferred stock outstanding. Additional details regarding the capital structureissuance of the Company are contained elsewhere in this Prospectus and the attached Financial Statements.  As partshares. The 21,000,000 shares being registered represent a good faith estimate of this Offering, we will issue one million (1,000,000) new shares of class B preferred stock, par value $0.001 per share. After the Offering, we will have one class of common stock and two classes of preferred stock. In this Prospectus, we refer to all of these actions together as the “Offering.” Except where otherwise noted, the description of the terms of our charter documents in this Prospectus reflects the terms of those documents as they will exist following the Offering. Except where otherwise noted in the historical data presented in the accompanying financial statements and elsewhere in this Prospectus, the Offering should have no dilutive effect on the class A common stock.

In this Offering, we are selling shares of class B preferred stock, which will have ten votes per share. One of the features of the class B preferred stock will be that each share of class B preferred stock will be converted into ten shares of class A common stock no sooner than two years following this Offering. In addition, until such time as the class B preferred stock is converted to class A common stock, the class B preferred stock will yield an annual dividend equal to two percent (2%) of its initial purchase price, or $0.02 per share.

The Offering price for the Shareholders as noted in this document was determined arbitrarily by FullCircle based upon a number of factors.  The Offering price is based primarily on the amount of funds sought from this financing and the number of shares of common stock that will be issuable pursuant to the Board is willingagreement.

On any Closing Date, we shall deliver to issue in order to raise these funds.  Accordingly, there is no relationship betweenKodiak the Offering price and the assets, earning or book valuenumber of FullCircle, the market valueshares of the class A common stock, or anyCommon Stock registered in the name of Kodiak as specified in the Put Notice. In addition, we must deliver the other recognized criteria of value.  As such,required documents, instruments and writings required. Kodiak is not required to purchase the Offering price does not necessarily indicateshares unless:

·

Our Registration Statement with respect to the current valueresale of the shares of Common Stock delivered in connection with the applicable put shall have been declared effective;

·

We shall have obtained all material permits and should notqualifications required by any applicable state for the offer and sale of the Registrable Securities; and

·

We shall have filed with the SEC in a timely manner all reports, notices and other documents required.

Kodiak has agreed that neither it nor its affiliates will engage in any short selling of the common stock.

All of the common stock registered by this Prospectus will be regarded as an indicationsold by Kodiak at the prevailing market prices at the time they are sold. We currently have 137,912,706 shares of any futurecommon stock outstanding, and if all of the shares included in the registration statement of which this Prospectus is a part are issued, we will have 158,912,706 shares of common stock outstanding.

Although it is subject to the market price of FullCircle’s class A common stock.

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Offering Details

Unless we indicate otherwise,believe we will be able to sell all informationof the shares covered by this Registration Statement and realize the maximum net proceeds described in this Prospectus:

SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

The following tables present our summary historical consolidated financial dataProspectus.  If we are able to receive the maximum proceeds, we believe we will be able to utilize the full amount of such proceeds for the periods presented and should be readpurposes described in conjunction with “Management’s Discussion and Analysis“Use of Financial Condition and Results of Operations” and the consolidated financial statements and notes thereto included elsewhere in this Prospectus.

The historical financial information presented below may not be indicative of our future performance and does not necessarily reflect what our financial position and results of operations would have been had we operated as a stand-alone company during the periods presented. Results for the three months ended March 31, 2008 are not necessarily indicative of results that may be expected for the entire year.

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Statement of Operations Summary

Balance Sheet Summary

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus contains forward-looking statements. All statements other than statements of historical facts contained in this Prospectus, including statements regarding our future results of operations and financial position, business strategy and plans and objectives of Management for future operations, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify these statements by forward-looking words such as “may,Proceeds,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking st atements, including those factors discussed under the caption entitled “Risk Factors.” You should specifically consider the numerous risks outlined under “Risk Factors.”

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. We do not plan to update any of these forward-looking statements after the date of this Prospectus to conform our prior statements to actual results or revised expectations.below.

RISK FACTORS

InvestingAny investment in our class B preferredcommon stock involves a high degree of risk. You should consider carefully consider the following risks and all ofinformation, together with the other information set forthcontained in this Prospectusprospectus, before decidingyou decide to investbuy our common stock. If one or more of the following events actually occurs, our business will suffer, and as a result our financial condition or results of operations will be adversely affected. In this case, the market price, if any, of our common stock could decline, and you could lose all or part of your investment in our common stock.

Risk Factors Related to the Offering

Existing stockholders may experience significant dilution from the sale of our common stock pursuant to the Kodiak Capital Group Stock Purchase Agreement.

The sale of our common stock to Kodiak Capital Group, LLC in accordance with the Stock Purchase Agreement may have a dilutive impact on our shareholders. As a result, our net income per share could decrease in future periods and the market price of our common stock could decline. In addition, the lower our stock price is at the time we exercise our put options, the more shares of our class B preferredcommon stock we will have to issue to Kodiak in order to exercise a put under the Stock Purchase Agreement. If our stock price decreases, then our existing shareholders would experience greater dilution for any given dollar amount raised through the offering.

The perceived risk of dilution may cause our stockholders to sell their shares, which may cause a decline in the price of our common stock. Moreover, the perceived risk of dilution and the resulting downward pressure on our stock price could encourage investors to engage in short sales of our common stock. By increasing the number of shares offered for sale, material amounts of short selling could further contribute to progressive price declines in our common stock.

The issuance of shares pursuant to the Kodiak Stock Purchase Agreement may have a significant dilutive effect.

Depending on the number of shares we issue pursuant to the Kodiak Stock Purchase Agreement, it could have a significant dilutive effect upon our existing shareholders. Although the number of shares that we may issue pursuant to the Stock Purchase Agreement will vary based on our stock price (the higher our stock price, the less shares we have to issue) the information set out below indicates the potential dilutive effect to our shareholders, based on different potential future stock prices, if the full amount of the Stock Purchase Agreement is realized.

Dilution is based upon common stock put to Kodiak and the stock price discounted to Kodiak’s purchase price of 75% of the lowest volume weighted average purchase price of the common stock during the five consecutive trading days immediately following the date of our notice to Kodiak of our election to put shares pursuant to the Stock Purchase Agreement. The example below illustrates dilution based upon a put of the maximum amount ($1,500,000), at various market prices (without regard to Kodiak’s 9.99% ownership limit):

The market for movie theater attendance is highly competitive. There are three other movie theaters within ten miles of Georgetown 14 Cinemas in Indianapolis. Our revenues are derived from selling movie tickets at our theater.  If our customers no longer wish to attend our theater, our business, financial condition or results of operations would likely suffer. In such case, the trading price of our class B preferred stock could decline due to any of these risks, and you may lose all or part of your investment. You should read the section titled “Special Note Regarding Forward-Looking Statements” immediately following these risk factors for a discussion of what types of statements are forward-looking statements, as well as the significance of such statements in the context of this Prospectus.

Risks Related tobe materially affected. Our Business

Theresuccess is no operational history of our Company in the new business area.

Our current business began in 2000 and the Company became public in 2002 with the formation of FullCircle Registry, Inc. Initially, we were solely a technology-based company providing emergency document and information retrieval services. We provided these services directly to subscribers and also offered our services through strategic alliances with health care providers.

In September 2005, the Company entered into an agreement with AMPO II, Inc. to acquire 50% of AMPO II, Inc. AMPO is a holding company for prescription fulfillment and assistance programs and companies.   Since that time AMPO II ceased operations and the Company took possession of the AMPO II 60,000 name customer database.

Since the acquisition of that database our approach to the market has taken a different direction. In addition to the database being the vehicle to launch our prescription services business, the database will also be a source of clients for our other products. We have not been a position to test this strategy.  We have learned from past experiences that the FullCircle Medical Records business, Emergency Medical ID Program and the Living Will Program are difficult sells as stand-alone products. Since the realization of this fact, we have searched for consumer-driven products with which our core product can be bundled as an additional benefit.

ENC “Emergency Notification Company” is another wholly-owned product. ENC is a product being marketed through automotive Dealers and RV Dealers to provide connections to medical information and family if a medical emergency occurs away from home.  ENC is a new concept to the industry, but the core value of this enterprise is the ability to generate leads. Each purchaser of the ENC product provides names and addresses of friends and family to be contacted in case of emergency, and in turn, these names provide a prospective customer database for our Auto Dealers and RV Dealers. The customer receives five years of emergency services coverage with the initial contract.

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We have not established any revenues or operations that will prove financial stability under the new business model in the long term.  There can be no assurance that we can realize our planshighly dependent on the projected forecasts described in this Prospectus in orderquality and popularity of movies made available to reach sustainable or profitable operations.  Any material deviation fromus by distributors. If we are unable to exhibit top performing movies, our forecastsrevenues and profitability could require that we seek additional capital.  There can be no assurance that such capital will be available at reasonable cost, or that it would not materially dilute the investment of investors in this Offering if it is obtained.severely impacted.

There is extensive competition in the insurancemedical supply marketplace for the sale of insurance products.health related products and services.

The market for insuranceThere are over fifty businesses in Louisiana that that offer similar products is highly competitive.  Our principal competitors in the insurance industry have significant financial resources which may enable them to attract more talent, initiate projects, and thus effect broad market distribution of insurance products.services.  There can be no assurance that we consistently will be able to undertake projects that will prove profitable to us in view of the intense competition to be encountered by us in all significant phases of our activities. There are thousands of medical supply outlets nationwide. We expect that our growth in the medical supply businesses, when we acquire them, will come principally from Internet marketing, social media and search engines

Initially, we do not plan to enter the Medicare / Medicaid competitive bidding markets, because those insurance payments are not as lucrative as in the other non-competitive bidding markets in the rest of the state.  In Louisiana the only competitive bidding markets are Baton Rouge and New Orleans.  Our plans to acquire up to twelve locations do not include Baton Rouge and New Orleans.  Once the Louisiana infrastructure is operating, we will then decide if we wish to enter the competitive bidding markets.

The medical supply business has come into difficult times due to the reduced approved payments for all insurance products.  Many of the medical supply businesses are seeing their costs increase, which is impacting their profitability.

The Company currently has approximately a $9.7 million accumulated operating loss. As of September 30, 2014, current liabilities exceed our assets by $451,210. There is no assurance that this Offeringoffering will result in sufficient capitalization of the Company.

Following completionMuch of this Offering, we anticipate having enough cash necessarythe loss on the books of the Company over the past three years has resulted from the Company’s investing in security, improvements and maintenance in our theater.  In addition, depreciation and amortization expenses amounted to fund operations, and otherwise provide for$290,212 in our financial requirements to enable us to achieve our business plans; however, such funding may, in fact, prove to be inadequate. Accordingly, there can be no assurances that the funds available pursuant to this Offering will be sufficient to enable us to achieve our business objectives. Furthermore, if debt financing is required to maintain our operations, there can be no assurances that any such financing, or sufficient financing, will be available to us or, if available, that its terms will be favorable.fiscal year ending December 31, 2013.

If we lose key outside suppliers of insurance products, we may not be able to provide our clients withOur planned business venture in the information and products they desire.

Our ability to sell our productsmedical supply sector is dependent upon the products of our carriers, specifically, Prudential, TransAmerica, AIG, Anthem Blue Cross Blue Shield, John Hancock, Humana, etc. If the products of our carriers are unavailable on acceptable terms, or are not available at all, our business, financial condition or results of operations could be materially adversely affected.

Some insurance carriers may seek to decrease our fees for selling their products. If we are unable to negotiate acceptable arrangements with these carriers or find alternative sources, we may be required to find other qualified insurance carriers.

Some of our third-party carriers have other agents who are our competitors, increasing the risks noted above.

Any failure to ensure and protect the confidentiality of client data could adversely affect our reputation and have a material adverse effect on our business, financial condition or results of operations.

Many of our products exchange information with clients through a variety of media, including the Internet, software applications and dedicated transmission lines. We rely on a complex network of internal process and controls to protect the confidentiality of client data, such as client data that may be provided to us. If we fail to maintain the adequacy of our internal controls, including any failure to implement required new or improved controls, or if we experience difficulties in implementation of our internal controls, misappropriation of client data could occur. Such internal control inadequacies could damage our reputation and have a material adverse effect on our business, financial condition or results of operations. However, under federal law, all insurance carriers are required to maintain HIPPA compliance policies and procedures.

Third parties may claim we infringe upon their intellectual property rights.

Third parties may claim we infringe upon their intellectual property rights. Businesses operating in the insurance and financial sectors, including our competitors and potential competitors, have in recent years increasingly pursued patent protection for their products and business methods. If any third parties were to obtain a patent on a methodology or product, we could be sued for infringement. Furthermore, there is always a risk that third parties will sue us for infringement or misappropriation of other intellectual property rights, such as trademarks, copyrights or trade secrets.  We have made and expect to continue making expenditures related to the use of technology and intellectual property rights as part of our strategy to manage this risk.

The impact of claims of intellectual property infringement could have a material adverse effect on our business, financial condition or results of operations.

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Our clients pay us a fee based on the premiums of an insurance product and may seek to negotiate a lower fee or may cease using our indices, which could limit the growth of or decrease our revenues from premium-based fees.

A large portion of our revenues are from premium-based fees. Though unlikely, our insurance carriers may seek to negotiate a lower premium-based fee for a variety of reasons. As the needs of our carriers change, they may request to pay us a lower premium-based fee, in which case our asset-based fees could dramatically decrease, which could have a material adverse effect on our business, financial condition or results of operations.

Our business is dependent on our clients continuing to invest in insurance products.need medical supplies and services. If our clients significantly reduce their investments in insurancepurchase of medical supply products, our business, financial condition or results of operations may be materially adversely affected.

The majority of our revenuesRevenues in the medical supply businesses come from the sale of insurancemedical related products. To the extent that our clients’ investment emphasis significantly changes from insurance productswe acquire DME businesses and the customers of those businesses change their purchases to equity, fixed income securities, or other investment strategies, the demand for our insurance products would likely decrease, whichcompetitor’s stores, it could have a materialan adverse effect on our business, financial condition or results of operations. However, it is our intent to use excellent (A+) and superior (A++) rated insurance carriers, as those ratings are published from time to time by A.M. Best.  In addition, it is our intention to provide one-stop financial services to our clients, thus deterring any attraction to competitors.business.

We mustwill need to continue to introduce new insurance products, new services, and product enhancements to address our clients’the customers’ changing needs in the DME business. We must be aware of and respond to market changes and developments.developments, and continue to be current with the latest medical technology products. Failure to do so may result in a loss of market share.

The market for our insurancethe medical supply products is characterized by shifting client demands and evolving market practices. Changed client demands, new market practices or new technologies can render existing products obsolete and unmarketable. As a result, our future success will continue to depend upon our ability to market new insurance products and product enhancements that address the future needs of our target markets and respond to market changes. We may not be successful in introducing and marketing new insurance products or product enhancements on a timely and cost effective basis, or at all, and our new insurance products and product enhancements may not adequately meet the requirements of the marketplace or achieve market acceptance. In addition, clients may delay purchases in anticipation of new insurance products or product enhancements.

A limited number of clients account for a material portion of our revenue. Cancellation of premiums by any of these clients could have a material adverse effect on our business, financial condition or results of operations.

If we fail to obtain a significant number of new clients or if our largest clients cancel their policies and we are unsuccessful in replacing those products, our business, financial condition or results of operation could be materially adversely affected.

Cancellation of policies of insurance or renegotiation of terms by a significant number of clients could have a material adverse effect on our business, financial condition or results of operations.

Our primary commercial model is to procure new and recurring annual premiums for our insurance products. For most of our products, our clients may cancel their insurance at a specified period during the insured term. While we believe this practice supports our marketing efforts by allowing clients to buy insurance as needed without the requirement of a long-term commitment, the cancellation of insurance policies by a significant number of clients at any given time may have a material adverse effect on our business, financial condition or results of operations.

Increased competition in our industry may result in loss of market share, which may materially adversely affect our business, financial condition or results of operations.

WeIn the medical supply business we will face significant competition for attracting and retaining our clients. Our competitors range in size from large companies with substantial resources to small, single-product businesses that are highly specialized. Our larger competitors may have access to more resources and may be able to achieve greater economies of scale, and our competitors that are focused on a narrower product line may be more effective in devoting technical, marketing and financial resources to compete with us. In addition, barriers to creating a single-purpose product may be low in many cases. The Internet as a distribution channel has allowed free or relatively inexpensive access to information sources, which has reduced barriers to entry even further. Low barriers to entry could lead to the emergence of new competitors. These competitive pressures may also result in fewer clients, fewer premiums, price reductions, and increased operating costs, such as for marketing, resulting in lower revenue, gross margins and operating income.

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Our growth may place significant strain on our Managementmanagement and other resources.

We must plan and manage our growth effectively to increase revenue and maintain profitability. Our growth has placed, and is expected to continue to place, significant demands on our personnel, management and other resources. We must continue to improve our operational, financial, management, legal and compliance processes and information systems to keep pace with the growth of our business. There can also be no assurance that, if we continue to grow internally or by way of mergers, Management will be effective in attracting and retaining additional qualified personnel, expanding our physical facilities and information technology infrastructure, integrating acquired businesses or otherwise managing growth. Any failure to effectively manage growth or to effectively manage the business could have a material adverse effect on our business, financial condition or results of operations.

There is considerable risk embedded in growth through agency mergers and acquisitions, which may materially adversely affect our business, financial condition or results of operations.

A principal element of our growth strategy is growth through mergers with independent third party insurance agencies.medical supply businesses. Any future mergers could present a number of risks, including:

·

incorrect assumptions regarding the future results of acquired operations or assets or expected cost reductions or other synergies expected to be realized as a result of acquiring operations or assets;

·

failure to integrate the operations or management of any acquired operations or assets successfully and on a timely and cost effective basis;

·

failure to achieve assumed synergies;

·

insufficient knowledge of the operations and markets of acquired businesses;

·

increased debt;

·

turnover of key personnel;

·

diversion of management’s attention from existing operations or other priorities; and

·

inability to secure, on terms we find acceptable, sufficient financing that may be required for any such merger, acquisition or investment.

In addition, if we are unsuccessful in completing mergers of other businesses, operations or assets or if such opportunities for expansion do not arise, our future growth, business, financial condition or results of operations could be materially adversely affected.

We are dependent on key personnel in our professional staff for their expertise. If we fail to attract and retain the necessary qualified personnel, our business, financial condition or results of operations could be materially adversely affected.

The development, maintenance and support of our clientsbusiness is dependent upon the knowledge, experience and ability of our highly skilled, educatedofficers and trained employees. Accordingly, the success of our business depends to a significant extent upon the continued service of our executive officers and other key Management, research, sales and marketing,management and other personnel. Although we do not believe that we are dependent upon any individual employee, the loss of a group of our key professional employees could have a material adverse effect on our business, financial condition or results of operations. We believe our future success will also depend in large part upon our ability to attract and retain highly skilled managerial, sales and marketing and other personnel. Competition for such personnel nationwide is intense, and there can be no assurance that we will be successful in attracting or retaining such personnel. If we fail to attract and retain the necessary qualified pers onnelpersonnel our products may suffer, which could have a material adverse effect on our business, financial condition or results of operations.

10SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

Catastrophic events could leadWe have made forward-looking statements in this Prospectus, including the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” that are based on our management’s beliefs and assumptions and on information currently available to interruptions in our operations, which may materially adversely affectmanagement. Forward-looking statements include the information concerning our business, financial conditionpossible or assumed future results of operations.

Our operations, depend on our ability to protect our equipmentbusiness strategies, financing plans, competitive position, industry environment, potential growth opportunities, the effects of future regulation, and the information storedeffects of competition. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions. These statements are only predictions and involve known and unknown risks and uncertainties, including the risks outlined under “Risk Factors” and elsewhere in our databases against fires, earthquakes and other natural disasters, as well as power losses, computer and telecommunications failures, technological breakdowns, unauthorized intrusions, terrorist attacks on sites where we or our clients are located, and other catastrophic events. We also depend on accessible office facilities for our employees in order for our operations to function appropriately. There is no assurance that the business continuity measures we have taken to reduce the risk of interruption in our operations caused by these events will be sufficient. Such events could have a material adverse effect on our business, financial condition or results of operations.this Prospectus.

Although we currently estimatebelieve that the total cost of developing and implementingexpectations reflected in our business continuity measures will not have a material impact on our business, financial condition or results of operations,forward-looking statements are reasonable, we cannot provideguarantee future results, events, levels of activity, performance or achievement. We are not under any assurance that our estimates regarding the timing and cost of implementing these measures will be accurate.

Risks Relatedduty to This Offering and Ownership of Our Class B Preferred Stock

Because holders of the shares of class A common stock will control the majority of the voting power of all classes of voting stock, you will not be able to determine the outcome of shareholder votes.

Our class A common stock will have one vote per share, and our class B preferred stock will generally have ten votes per share. Following this Offering, holders of shares of class A common stock will collectively control the majority of the combined voting power of all classes of voting stock. In addition, the holders of the class A common stock may seek to cause us to take courses of action that, in their judgment, could enhance their investment in us, but which might involve risks to holders of our class B preferred stock or adversely affect us or other investors, including you.

If equity research analysts do not publish research or reports about our business or if they issue unfavorable commentary or downgrade our class A common stock, the price of our class A common stock could decline.

The trading market for our class A common stock relies in part on the research and reports that equity research analysts publish about us and our business. The price of our stock could decline if one or more securities analysts downgrade our stock or if those analysts issue other unfavorable commentary or cease publishing reports about us or our business.

The Offering price for the class B preferred stock is arbitrary.

The Offering price for the Shareholders as noted in this document was determined arbitrarily by FullCircle based upon a number of factors.  The Offering price is based primarily on the amount of funds sought from this financing and the number of shares the Board is willing to issue in order to raise these funds.  Accordingly, there is no relationship between the Offering price and the assets, earning or book value of FullCircle, the market value of the class A common stock, or any other recognized criteria of value.  As such, the Offering price does not necessarily indicate the current value of the shares and should not be regarded as an indication of any future market price of FullCircle’s class A common stock.

The market price of our class A common stock may be volatile, which could result in substantial losses for you.

The initial public Offering price for our class B preferred stock will be one dollar ($1.00) per share. This initial public Offering price may vary from the market price of our class A common stock after the Offering. Some of the factors that may cause the market price of our class A common stock to fluctuate include:

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In addition, if the market for stocks in our industry, or the stock market in general, experiences a loss of investor confidence, the trading price of our class A common stock could decline for reasons unrelated to our business, financial condition or results of operations. Ifupdate any of the foregoing occurs, it could cause our stock price to fall and may expose us to lawsuits that, even if unsuccessful, could be costly to defend and a distraction to Management.

DILUTION

After completion of the Offering, the existing shareholders of class A common stock will own 100% of the total number of shares of class A common stock then outstanding. The purchasers of the shares offered hereby will own 100% of the total number of class B preferred shares then outstanding, for which they will have made a cash investment of in the aggregate up to $1,000,000, or $1.00 per Share.

Each share of class B preferred stock carries with it the right to convert into class A common stock of the Company at the rate of ten shares of class A common stock to one share of class B preferred stock.  The right to convert class B preferred stock into class A common stock arises upon the expiration of a period of two years followingforward-looking statements after the date of their issuance.  At the time of the conversion of each share of class B preferred stock into tenthis Prospectus to conform these statements to actual results, unless required by law.

USE OF PROCEEDS

This Prospectus relates to shares of class Aour common stock that may be offered and sold from time to time by the then shareholders owning common stockselling stockholder. We will be diluted by up to 10,000,000 sharesnot receive any proceeds directly from the sale of class A common stock.

Until such time as the stock is converted to class A common stock, each share of class B preferred stock will carry with it the right to ten votes on all matters in which common stock is entitled to vote.  

In addition, upon liquidation of the Company, each share of class B preferred stock will share in the proceeds of liquidation as if it had been converted to ten shares of common stock immediately priorby the selling stockholder in this offering, but will receive proceeds from the sale of shares to the liquidation.selling shareholder. We will pay for expenses of this offering, except that the selling stockholder will pay any broker discounts or commissions or equivalent expenses applicable to the sale of their shares.

The class B preferredWe will receive up to $1,500,000 from the sale of common stock by us to Kodiak under the Stock Purchase Agreement. These proceeds would be received from time-to-time as Put Notices are delivered to Kodiak, and we will use these proceeds principally for working capital needs, including approximately $237,000 of the offering proceeds to repay indebtedness. If all of the securities offered hereunder are sold, the entire $237,000 will be paid a dividendused; if less than all of $.02 per share per year. Until such time as the class B preferred stock is convertedsecurities offered are sold, the portion of the offering allocated to class A common stock, the class B preferred stockrepayment of indebtedness will not be entitled to participate in dividends declared on class A common stock.

12reduced accordingly.

USE OF PROCEEDSOur allocation of proceeds represents our best estimate based upon the expected requirements of our proposed business and marketing plan. If any of these factors change, we may reallocate some of the net proceeds. The portion of any net proceeds not immediately required will be invested in certificates of deposit or similar short-term interest bearing instruments.

Assuming that we sell all 1,000,00021,000,000 shares of class B preferredcommon stock, we estimate that the proceeds from this Offeringthe sale of our common stock to Kodiak under the Stock Purchase Agreement will be approximately $1 million,as much as $1,500,000 less costs, associated with this Offering, based on an assumed initial public Offering price of $1.00$.05 per share, or as low as $315,000, based on an assumed market price of $.02 per share. Proceeds from this OfferingThe proceeds we receive are expected to be used primarily to fund the acquisition of target insurance agenciesmedical supply businesses in accordance with our business plan and to fund immediate operating capital needs of FullCircle. We anticipate that

The following chart represents the allocation of funds willfrom the sale to Kodiak at the different levels of success. This is just an estimate given the facts known today. Adjustments may be spent as follows:necessary.

The exact break downbreakdown of the use of the proceeds received in this Offeringby us will change depending on the number of preferred class Bcommon shares sold and as the needs of the Company changes. Management will have broad discretion in the use of funds raised through this Offering.from the sale of shares to Kodiak. A discussion of our business plan and growth strategy follows.

All funds received from the sale of shares to Kodiak will be deposited into a separate account for the board to utilize as necessary as outlined in the above chart. We have committed to use the proceeds for the uses set forth above. However, certain factors beyond our control, such as increases in certain costs, could result in the Company being forced to reduce the proceeds allocated for other uses in order to accommodate these unforeseen changes. The failure of our management to use these funds effectively could result in unfavorable returns. This could have a significant adverse effect on our financial condition and could cause the price of our stock to decline.

As of the date of this Prospectus the Company is obligor on two promissory notes payable to non-affiliates. The first note, with a principal balance of $20,000, represents a loan made on February 11, 2006, bearing interest at the rate of 8% per annum, with an original maturity date of February 11, 2008. The second note, with a principal balance of $10,000, represents a loan made on March 1, 2005, bearing interest at the rate of 8% per annum, with an original maturity date of March 1, 2007. The holders of these notes have agreed to accept annual payments of interest only, and the interest payments are current. As of September 30, 2014, the principal balance of these notes is $30,000, bearing interest at 8% per annum, with accrued interest of $3,436.53, or a total of $33,436.53.  We plan to pay these notes first out of available proceeds.

The remaining notes, with the principal shareholders, officers and directors, will be paid as funds become available on an as needed basis. As of September 30, 2014, these notes are as follows: The Company has notes outstanding to (i) Alec G. Stone, a member of the Board of Directors, with a principal balance of $146,263 and accrued interest of $22,764, totaling $169,027, bearing interest at  rates between 10% and 12%,  (ii) Carl Austin, a member of the Board of Directors, with a principal balance of $96,263 and accrued interest of $21,383, totaling $117,646, bearing interest at 10% per annum, and (iii) Isaac Boutwell, a former member of the Board of Directors, with a principal balance of $142,889 and accrued interest of $21,383, totaling $178,675, bearing interest at 10% per annum. In addition, the Company has notes payable to CIA Theatres, a partnership of Messrs. Stone, Austin and Boutwell, with a principal balance of $214,887 and accrued interest of $16,331, totaling $231,218, bearing interest at 10% per annum. $309,563 of these notes is due and payable, but none of the payees has demanded payment.

The management is in continuous contact with our note holders.  No demand for repayment has been made by any note holder on the outstanding notes, which are in default.  

Factors beyond our control that could cause us to adjust our projections as to how proceeds will be used include, but are not limited to:

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Increases in operational costs;

·

Changes in government regulations;

·

A large company reading our Prospectus and duplicating our plans

·

Failure to make acquisitions at reasonable purchase prices

·

Inability to find sufficient talent to operate the Durable Medical Equipment business model.

STOCK PURCHASE AGREEMENT

On June 30, 2014, we entered into the Stock Purchase Agreement and a Registration Rights Agreement with Kodiak Capital Group, LLC in order to establish a possible source of funding for us. Before these transactions, we have had no dealings with Kodiak or its affiliates

Under the Stock Purchase Agreement, Kodiak has agreed to provide us with up to $1,500,000 of funding upon effectiveness of this prospectus; for which 21,000,000 shares of our common stock are being registered pursuant to this prospectus. During this period, we can deliver a put under the Stock Purchase Agreement by selling shares of our common stock to Kodiak and Kodiak will be obligated to purchase the shares. A put transaction must close before we can deliver another put notice to Kodiak.

We may request a put by sending a put notice to Kodiak, stating the amount of the put. During the five trading days following a notice, we will calculate the amount of shares we will sell to Kodiak and the purchase price per share. The number of shares of Common Stock that Kodiak shall purchase pursuant to each put notice shall be determined by dividing the amount of the put by the purchase price.

The purchase price per share of common stock will be set at seventy five-percent (75%) of the lowest volume weighted average price of the common stock during the five consecutive trading days immediately following the date of our notice to Kodiak of our election to put shares pursuant to the Stock Purchase Agreement. There are no other fees or commissions payable at the time of each put. At the time we entered into a letter of intent with Kodiak, we issued Kodiak 1,500,000 shares of restricted Common Stock.

There is no minimum amount we can put to Kodiak at any one time. Upon effectiveness of the Registration Statement, the Company shall deliver instructions to its transfer agent to issue shares of Common Stock to Kodiak free of restrictive legends on or before each closing date.

Pursuant to the Stock Purchase Agreement, Kodiak and its affiliates shall not be issued shares of our common stock that would result in its beneficial ownership equaling more than 9.99% of our outstanding common stock.

Kodiak has agreed that it will not enter into any short selling or any other hedging activities during the pricing period, and has advised us that it has not engaged in any short selling or hedging activities with regard to our common stock. On June 30, 2014, we entered into a Registration Rights Agreement with Kodiak requiring, among other things, that we prepare and file with the SEC a Registration Statement on Form S-1 covering the shares issuable to Kodiak under the Stock Purchase Agreement. As per the Stock Purchase Agreement, none of Kodiak’s obligations thereunder are transferrable and may not be assigned to a third party.

SELLING SECURITY HOLDERS

The Selling Shareholder is Kodiak Capital Group, LLC, a Delaware limited liability company.

In connection with the Stock Purchase Agreement, we (i) paid to Kodiak $5,000.00 to cover their legal and administrative costs, (ii) issued to Kodiak an aggregate of 1,500,000 shares of our common stock, restricted in accordance with Rule 144, as a commitment for the investment.

As of the date of this Prospectus, assuming a closing bid price of $.02 per share, our sales price to Kodiak would be $.015 per share and we would have to issue 100,000,000 shares of our common stock to receive all $1,500,000. Since this Registration Statement only covers 21,000,000 shares, however, we would only receive gross proceeds of $315,000 in that price scenario.

As of the date of this Prospectus, there are approximately 64,000,000 shares of our common stock held by non-affiliates, representing approximately 47% of the outstanding common stock prior to any sales to Kodiak. The 21,000,000 shares we are registering for resale by Kodiak represents approximately 16% of the outstanding common stock held by non-affiliates, and if all are issued will represent approximately 64.3 % of the outstanding common stock held by non-affiliates.

We cannot sell shares to Kodiak if such shares would cause Kodiak to own more than 9.99% of our common stock at any given time. Accordingly, we may “put” shares to Kodiak in small tranches, to allow Kodiak to sell shares before our next “put,” so that this limitation is observed. As a result, as of the date of this Prospectus, Kodiak cannot own more than approximately 20,298,286 shares after giving effect to that issuance to Kodiak. If our total number of outstanding shares of common stock increases, as it will as we sell shares to Kodiak under the Stock Purchase Agreement, then we would be able to sell more shares to Kodiak before reaching the 9.99% threshold. In the event gross proceeds reach $1,500,000 from the sale of less than 21,000,000 shares, the offering will end with no further shares sold. Our limited trading volume and price volatility is likely to inhibit Kodiak’s ability to resell shares we sell to them, which will negatively impact our ability to sell more shares to them. It is also likely that each sale will decrease our stock price which means subsequent sale may provide less proceeds per share that the previous sale. In addition, we have only registered 21,000,000 shares for resale by Kodiak.

Kodiak is an “underwriter” within the meaning of the Securities Act of 1933, as amended, in connection with the resale of our common stock under the Stock Purchase Agreement. As of date of this Prospectus, Kodiak or its affiliates owns 1,500,000 shares of our common stock prior to the offering. After the offering is completed, unless they have sold some or all of the shares held as of the date hereof, Kodiak will continue to own 1,500,000 shares of our common stock.

Ryan Hodson is the Managing Director of Kodiak Capital Group, LLC and, in that capacity, has voting and investment control of Kodiak.

PLAN OF DISTRIBUTION

The Selling Shareholder and any of its pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock on the principal trading market on which our common stock trades or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The Selling Shareholder may use any one or more of the following methods when selling shares:

·

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

·

block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

·

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

·

privately negotiated transactions;

·

broker-dealers may agree with the Selling Shareholder to sell a specified number of such shares at a stipulated price per share;

·

a combination of any such methods of sale; or

·

any other method permitted pursuant to applicable law.

Broker-dealers engaged by the Selling Shareholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Shareholder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

The Selling Shareholder is an underwriter within the meaning of the Securities Act and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The Selling Shareholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. Pursuant to a requirement by the Financial Industry Regulatory Authority, or FINRA, the maximum commission or discount to be received by any FINRA member or independent broker/dealer may not be greater than eight percent (8%) of the gross proceeds received by us for the sale of any securities being registered pursuant to SEC Rule 415 under the Securities Act.

Discounts, concessions, commissions and similar selling expenses, if any, attributable to the sale of shares will be borne by the Selling Shareholder. The Selling Shareholder may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares if liabilities are imposed on that person under the Securities Act.

We will pay all expenses in connection with the registration and sale of the common stock by the Selling Shareholder. The estimated expenses of issuance and distribution are set forth below:

We will not receive any proceeds from the resale of any of the shares of our common stock by the Selling Shareholder. We may, however, receive proceeds from the sale of our common stock under the Stock Purchase Agreement. Neither the Stock Purchase Agreement, nor any rights of the parties thereunder, may be assigned or delegated to any other person.

Because the Selling Shareholder is an “underwriter” within the meaning of the Securities Act, it will be subject to the Prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this Prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this Prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Shareholder.

We agreed to keep this Prospectus effective until all the shares covered by the registration statement of which this Prospectus is a part (i) have been sold, thereunder or pursuant to Rule 144, or (ii) (A) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and (B) (I) may be sold without the requirement for us to be in compliance with the current public information requirement under Rule 144 or (II) we are in compliance with the current public information requirement under Rule 144, or (iii) the commitment period under the Stock Purchase Agreement has expired and no registrable securities are then held of record by the Selling Shareholder that are subject to any resale restriction under Rule 144, as determined by our counsel in a written opinion letter to such effect, addressed and acceptable to the transfer agent and the affected Selling Shareholder. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Shareholder will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the common stock by the Selling Shareholder or any other person. We will make copies of this Prospectus available to the Selling Shareholder and have informed them of the need to deliver a copy of this Prospectus to each purchaser at or prior to the time of the sale.

The Securities Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure relating to the market for penny stocks in connection with trades in any stock defined as a penny stock. The Commission has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Such exceptions include any equity security listed on NASDAQ and any equity security issued by an issuer that has (i) net tangible assets of at least $2,000,000, if such issuer has been in continuous operation for three years, (ii) net tangible assets of at least $5,000,000, if such issuer has been in continuous operation for less than three years, or (iii) average annual revenue of at least $6,000,000, if such issuer has been in continuous operation for less than three years. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated therewith.

DESCRIPTION OF SECURITIES

Our authorized capital stock consists of 200,000,000 shares of Common Stock, $0.001 par value per share, of which 137,912,706 shares were issued and outstanding as of November 11, 2014, and 10,000,000 shares of Preferred Stock, of which there are 10,000 shares of Series A Preferred Stock issued and outstanding and 300,600 shares of Series B Preferred Stock issued and outstanding.

Common Stock. Each shareholder of our common stock is entitled to a pro rata share of cash distributions made to shareholders, including dividend payments. The holders of our common stock are entitled to one vote for each share of record on all matters to be voted on by shareholders. There is no cumulative voting with respect to the election of our directors or any other matter. Therefore, the holders of more than 50% of the shares voted for the election of those directors can elect all of the directors. The holders of our common stock are entitled to receive dividends when and if declared by our Board of Directors from funds legally available therefore. Cash dividends are at the sole discretion of our Board of Directors. In the event of our liquidation, dissolution or winding up, the holders of common stock are entitled to share ratably in all assets remaining available for distribution to them after payment of our liabilities and after provision has been made for each class of stock, if any, having any preference in relation to our common stock. Holders of shares of our common stock have no conversion, preemptive or other subscription rights, and there are no redemption provisions applicable to our common stock.

Preferred Stock.  Our preferred stock may be issued from time to time in  one  or  more series, with such distinctive serial designations as may be stated or expressed in the resolution or resolutions providing  for  the  issue of such stock adopted from time to  time  by  our    board  of  directors.   Our board of directors is expressly authorized to fix the rights, privileges, preferences and restrictions of the Preferred Stock. The Board of Directors has established two series of Preferred Stock, Class A Preferred Stock and Class B Preferred Stock.

The Class A Preferred Stock are non-voting shares and are available for conversion into Class A Common Stock.  The remaining 10,000 shares of Class A Preferred outstanding shares are convertible into 500,000 shares of Class A Common stock.

The Class B Preferred Stock is entitled to an annual cumulative dividend of $.02 per share, and each share is convertible into ten shares of Common Stock. Until converted, each share of Class B Preferred Stock is entitled to ten votes on any matter subject to a vote of the shareholders. The shares of Class B Preferred Stock are entitled to a liquidation preference equal to ten times the amount received per share of Common Stock upon liquidation.

Dividend Policy. We have not declared or paid any cash dividends on our capital stock and we do not expect to pay cash dividends on our common stock in the foreseeable future. We currently intend to retain our earnings, if any, for use in our business. Any dividends declared in the future will be at the discretion of our Board of Directors and subject to any restrictions that may be imposed by our lenders.

As of the date of this prospectus, we do not have any outstanding options, warrants, or other convertible securities.

BUSINESS

We operate our business through two subsidiaries, FullCircle Entertainment, Inc. and FullCircle Medical Supplies, Inc. Our other subsidiaries are currently inactive.

At present, our only operating asset is the Georgetown 14 Cinemas, a movie theater complex property located in Indianapolis, Indiana, which we acquired in 2010.

The Georgetown 14 Cinemas occupy an eight acre property, and was acquired for $5.5 million, including assumption of a mortgage of approximately $5,047,000.

Since acquiring the theater, we converted all the screens to a digital format and installed 3D capability, at a cost of $790,000, which we financed with a secured loan. The digital format offers a crisper view and allows the exhibition of 3D movies on three of our screens.

In 2013, we began a major upgrade to the Georgetown 14 Digital Cinemas, with more signage and a complete remodel of the concession and lobby areas, as well as new employee uniforms. We also added uniformed security from dusk to close, and increased our management compensation to be more commensurate with other local theaters.  We also improved our maintenance operations to improve the patron experience.

During 2015 we plan to improve our theater operations to allow us to offer:

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Free viewing of U.S. popular sporting events, such as the Major League Baseball World Series, NFL playoffs, NCAA Basketball and Football playoffs and NBA playoffs.  These would be primarily marketing events to increase concession revenue.

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Viewing of popular international sporting events, to serve our local international community.

·

Business meetings requiring high-speed internet upload and download capabilities

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Private party functions

During the last half of 2013, nationwide theater revenues were down compared to 2012, due principally to a series of poorly reviewed and disappointing movies that were released during this period.  We experienced a slight decline in attendance, so our ticket sale revenues were below 2012 levels by 1.9%. In general, during 2014 the top ten movie ticket sales nationally are down approximately 20%, while our Georgetown 14 ticket sales are down 17.9%.

A portion of the building housing the Georgetown Digital Cinemas also includes a grocery store space, which we lease to a Save-A-Lot Stores, a grocery store operator, pursuant to a twenty year lease with options to extend.

FullCircle Medical Supplies, Inc.

In 2013 we established a new subsidiary, FullCircle Medical Supplies, Inc. (“FullCircle Medical”), for the purpose of entering into the durable medical equipment (“DME”) supply business sector in the Sun Belt states.

Our current plan is to acquire or establish DME businesses throughout the state of Louisiana, with up to twelve DME locations, utilizing centralized warehousing, billing, and purchasing, and to provide all related DME services in each location.

Acquiring these businesses and covering the whole state should provide:

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Economies of scale, reducing costs of inventory and operational expenses

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Central warehousing, providing prompt supply to all stores and internet sales, and reducing obsolete inventory write-downs

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Smaller vehicle fleets

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Improved buying power by purchasing in volume

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Reduced insurance expense

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Improved individual store web sites

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Internet marketing allowing the stores to reach out to the entire country with product catalogues and shopping carts

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Social media marketing

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Centralized billing and insurance claim processing

·

Improved receivables controls

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Increased selection of products

·

Operational synergies between all stores

·

Improved margins and profitability

We are currently considering several existing DME businesses, with an average of approximately $1.2 million in revenues. At such time as we complete some acquisitions, we plan to employ a state manager with experience in the medical supply industry to supervise the managers of the purchased stores and operations in the state.

Many of these businesses are still owned by their founders, who are looking for an exit strategy to realize a gain for their life’s work.  Most have employees with ten to fifteen years’ experience, who are solid contributors to these businesses.  Most are contributors to civic activities in their communities, which provides them a business connection within their marketing area.  Our intent is to allow them to continue to operate autonomously, to continue to be profitable, and to improve net income with increased product selection, improved synergies, and Internet and social media exposure.

We have entered the analysis and selection phase of our acquisition activities, and our executives have made multiple trips to Louisiana for the purpose of collecting and analyzing information, reviewing each business, observing employees, and understanding the focus and strengths of each business. In some cases we are negotiating letters of intent for these proposed acquisitions, and in the process of financial evaluations of those businesses.

Typically, most DME businesses do not market on the Internet and many do not have websites.  Once we complete the first acquisition, we plan to create a web site introducing a products catalogue and shopping cart.  As acquisitions continue, we plan to “clone” the website for each location, connecting to our products catalogue and shopping carts.  This would allow each DME to market nationally as well as internationally and ship out of a central warehouse.  We believe that revenues from these businesses can be expanded by approximately 50% over the first two-year period through Internet and social media marketing.

Candidates to operate the proposed Louisiana company have been interviewed and, following acquisition of DME companies in the state, will be phased in with consulting arrangements and eventually assume management positions in the company. We believe our consultants will assist in providing a full range of products and services for each market.

Once we establish consolidated operations in Louisiana, and the infrastructure and operations are tested and functioning, we plan to utilize this approach in additional southern states.

We plan to finance acquisitions of DME companies either by issuance of our Common Stock or Preferred Stock, cash, notes or a combination of them.

We have not completed any acquisitions in this field, nor do we have funding commitments, so our ability to enter into the DME business is subject to these uncertainties.

FullCircle Insurance Agency, Inc.

The FullCircle Insurance Agency, Inc. was founded in August 2008, but is currently inactive.  In the past few years the insurance industry has experienced difficulties flowing from the financial problems of AIG and other major industry players, and the enactment of the Affordable Care Act has produced significant uncertainty in the healthcare insurance field.  Until these matters are stabilized, we have placed operations of this company on hold.   We believe that this industry will thrive once the Affordable Care Act is fully implemented, improved, and finalized. Increased agency knowledge and professionalism will be necessary to help businesses and individuals understand the new laws.   We believe there are opportunities to “roll up” several local agencies into regional agencies, for economies of scale in providing these professional services.

FullCircle Prescription Services, Inc.

FullCircle Prescription Services, Inc. was established for the purpose of handling our prescription assistance services program. Its mission is to assist consumers in finding medications at discounted rates worldwide in our “Shop the World” program. When it becomes operational, FullCircle Prescription Services, Inc. will not dispense any medications nor handle any prescriptions, but will function only as a customer assistance program.

Until a more favorable political climate exists we have placed the marketing efforts for the advancement of FullCircle Prescription Services, Inc. on hold.  Up until 2009 the political trend was to support the re-importation of generic drugs to assist in combating the increasing expense of prescription medications most importantly for senior citizens.  However, since that time the political trend has reversed largely influenced by large pharmaceutical companies.  The re-importation of generic drugs manufactured by U.S. companies, which is essential to the business strategy of FullCircle Prescription Services, Inc., is currently disfavored by the U.S. Government.  Pending a change in this policy, we are still operational but have elected to not expend any operational or marketing funds at this time.

Competition:

Movie Theater Entertainment:

The motion picture exhibition industry is fragmented and highly competitive. Our theaters compete against regional and independent operators as well as the larger theater circuit operators. Our operations are subject to varying degrees of competition with respect to film licensing, attracting customers, and obtaining new theater sites. In those areas where real estate is readily available, there are few barriers preventing competing companies from opening theaters near our existing theater, which may have a material adverse effect on our revenues. Demographic changes and competitive pressures can also lead to a theater location becoming impaired.

In addition to competition with other motion picture exhibitors, our theaters face competition from a number of alternative motion picture exhibition delivery systems, such as cable television, satellite and pay-per-view services and home video systems. The expansion of such delivery systems could have a material adverse effect upon our business and results of operations. We also compete for the public’s leisure time and disposable income with all forms of entertainment, including sporting events, concerts, live theatre and restaurants.

The movie theater industry is dependent upon the timely release of first run movies.  Ticket sales and concession sales are influenced by the availability of top producing movies.  At times, our revenues are impacted by the shortage of first run movies.  During the year we experience “slow” releases from the movie companies in January through March and then again during the late summer from August through October.

In 2015 we plan to expand into exhibition of live sporting events, such as world soccer, cricket, and possibly NFL playoff games and the World Series, to provide large screen viewing of these sporting events.  We are also taking an aggressive posture to expand into business conference sessions during “dead” screen time to facilitate the anticipated increase in demand for “upload and download” communication with enhanced WiFi and dish communication systems.

Durable Medical Equipment:

The durable medical equipment supply business is highly fragmented, consisting mainly of local pharmacies, small pharmacy chains, and local distributors and retail outlets. As a result, the business is not overly price competitive, and prices are generally comparable market to market and state to state.  Pricing is predominantly controlled by insurance companies and by Medicare / Medicaid reimbursement policies.  Revenue improvement depends on additional services and improved marketing.

Recently, Medicare has developed a competitive bidding process in larger cities that is squeezing margins of many DME businesses. We believe this trend will continue, and consequently will require better management and control of expenses to maintain profitability. We believe this situation will provide us an opportunity to acquire some of these businesses, and to provide the synergies to remain competitive and improve profits.

Employees:

FullCircle Registry, Inc., and its subsidiaries have employee levels generally ranging between 20 and 28 employees/officers depending on seasonal needs.   We have never experienced employment-related work stoppages and focus on good relations with our personnel and are continuing to attract stronger talent.

Properties:

Our principal executive offices are located at 161 Alpine Drive, Shelbyville, KY 40065.  Our office consists of approximately 1,200 square feet of office space, leased for $750 per month on a month-to-month basis.  We have elected to maintain a month-to-month agreement should acquisitions dictate the moving of our corporate offices.

We also own the Georgetown 14 Digital Cinemas movie complex located in Indianapolis, Indiana.  The property currently houses a 14 movie theatre complex, which is owned and operated by us. A portion of the building housing the Georgetown Digital Cinemas also includes a grocery store space, which we currently renewing with Save A Lot to expire in 20 years.

SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

The following tables present our summary historical consolidated financial data for the periods presented and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and notes thereto included elsewhere in this Prospectus.

The historical financial information presented below may not be indicative of our future performance and does not necessarily reflect what our financial position and results of operations would have been had we operated as a stand-alone company during the periods presented. Results for the period ended September 30, 2014 are not necessarily indicative of results that may be expected for forthcoming year.

Statement of Operations Summary

FullCircle Registry, Inc.

Consolidated Statements of Operations

(Unaudited)

The accompanying notes are an integral part of these consolidated financial statements.

Balance Sheet Summary

FullCircle Registry, Inc.

Consolidated Balance Sheets

The accompanying notes are an integral part of these consolidated financial statements.

FullCircle Registry, Inc.

Consolidated Statements of Cash Flows

DILUTION

After completion of the Offering, the outstanding shares will increase by 21,000,000 shares to approximately 159,000,000 shares.  The Board of Directors may elect to issue more shares for working capital to sustain our business.  In addition, it is expected that we will be offering shares in part or in total for the acquisition of the medical supply businesses which would further dilute our stock.

Given the business model that anticipates continued acquisitions we may need to increase the authorized share level to have sufficient shares available for those acquisitions, which would further dilute the stock.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

Results of Operations for the Three MonthThree-Month and Nine-Month Periods Ended March 31, 2008September 30, 2014 and 2007

Revenue2013.

Revenues during the three months ended March 31, 2008September 30, 2014 were $32,578$401,023 with a cost of sales of $21,645$154,285, yielding a gross profit of $10,934 compared$246,738 or 61.5%. This compares to $1,772$487,729 in revenues for the same period in 20072013, with a cost of sales of 207,090, yielding a gross profit of $280,639 or 57.5%.  Revenues during the nine months ended September 30, 2014 were $1,168,196, with a cost of sales of $458,157, yielding a gross profit of $710,039 or 60.8%. This compares with $1,411,573 in revenues for the same period in 2013, with cost of sales of $705$556,243, yielding a gross profit of $1,067 for the same period in 2007$855,330 or 60.6%.

Operating expenses and selling,Selling, general, and administrative costsexpenses during the current three-month period ended September 30, 2014 were $39.654$266,249, resulting in a loss before depreciation of $19,511, compared to selling, general and administrative expenses during the three month period ended September 30, 2013 of $220,779, resulting in operating profit before depreciation and amortization of $59,860.

Selling, general, and administrative expenses during the nine-month period ended September 30, 2014 were $709,002, resulting in income before depreciation of $1,037, compared to selling, general and administrative expenses during the nine-month period ended September 30, 2013 of $663,744, resulting in income before depreciation and amortization of $191,586.

Operating expenses for the nine-month period have increased because of the improvements of the Georgetown 14 Theater and services.

Operating expenses were also greater due to a one-time non-cash consulting expense of $37,500 with Kodiak Capital during the June Quarter.  In addition, our theater management compensation was increased to be more commensurate with our competition.  

Depreciation expense totaled $63,252, resulting an operating loss of $82,763 in the three-month period ended September 30, 2014.   Depreciation and amortization expense in the same period in 2013 was $60,339, resulting in an operating loss of $28,720 compared to$479.  Depreciation expense during the nine-month period ended September 30, 2014 was $189,756, resulting an operating expensesloss of $38,108  for$188,719. Depreciation and amortization expense in the three months ended March  31, 2007same period in 2013 was $224,039, resulting in an operating loss of $37,041 in the same period in 2007.  $32,453.

Interest expense for the three months ended March 31, 2008September 30, 2014 was $11,695$82,010, producing a net loss for the period of $164,773 compared to interest expense of $77,000, resulting in a net loss from continuing operations of $40,415.  For$77,479 during the threesame period in 2013.  Interest expense during the nine months ended March 31, 2007September 30, 2014 was $237,073, producing a net loss for the Company hadperiod of $425,792 compared to interest expense of $8,742 and recognized$252,010, resulting in a net loss of $45,783.$284,463 during the same period in 2013.

Outside the direct theater operation expenses of FullCircle Entertainment, Inc., our depreciation, interest, amortization, SEC compliance cost for auditors, accountants and attorneys continue to be the major part of our expenses.

During the nine-months of 2014 our revenues were down 17%, while national theater revenues were down 19%.  National theater revenues were a direct reflection of less strong first run movies being released compared to the same period last year.

Liquidity and Capital Resources

At March 31, 2008September 30, 2014 the Company had total assets of $373,168$5,664,188 compared to total assets of $378,814 at$5,854,062 on December 31, 2007.2013. The Company had total assets consisting of $4,422$19,814 in cash, $0$27,554 in property and equipment, and $368,746 investmentaccounts receivable, $1,390 in the 60,000 name database.prepaid expenses, $10,870 in utility deposits, $6,431,386 of fixed assets in Georgetown 14, less accumulated depreciation of $826,826. Total assets at December 31, 20072013 consisted of $10,068$14,267 in cash, $0$30,428 accounts receivable, $10,870 in propertyutility deposits, $5,126 prepaid expenses, and equipment, and $368,746$6,430,441 of fixed assets in investment in our customer database.Georgetown 14, less accumulated depreciation of $637,070.

At March 31, 2008,September 30, 2014 the Company had $594,927$6,115,398 in total liabilities. Total liabilities include $63,004$64,550 in accounts payable, $58,360$7539 in accrued expenses, $121,216 in accrued interest, $0$25,613 in accrued expenses, $115,000preferred dividends payable, $30,000 in notes payable, $308,563 in notes payable to related parties and $50,000 long-term$600,061 notes payable-related parties.  party, $326,970 current portion of long-term debt, $251,176 accrued property taxes, $366,917 digital equipment note and $4,321,366 mortgage payable.

Total liabilities at December 31, 20072013 were $564,158$5,995,651, which werewas comprised of $71,271$70,974 in accounts payable, $49,065 in$7,628 accrued expenses, $74,610 accrued interest, $20,259$21,083 in accrued expenses, $115,000preferred dividends payable, $35,000 in notes payable, and $308,563$426,248 note payable to related parties.

13party, current portion of long term debt $309,586, accrued property tax of $150,120, digital equipment note $464,875 and $4,435,527 mortgage payable.  

Net cash used by operating activities for the threenine months ended March 31, 2008September 30, 2014 was $55,646$12,576 compared to $18,987net cash provided by operating activities for the same period in 2007.nine months ended September 30, 2013 of $7,727. During the threenine months ended March 31, 2008, $0September 30, 2014, $945 was used for investments, and $50,000$19,068 was provided by financing activities. For the same period in 2007 $02013, $58,283 was used for investments and $20,000$25,118 was provided by financing activities.

As of March 31, 2008September 30, 2014 we had no capital commitments.commitments of our property mortgage and the digital equipment loan totaling $4,688,283, which is our long-term commitment and a current portion commitment of $326,970 for Georgetown 14 Theater. We are currently focused on increasing revenues from our operations and reducing debt through converting debentures and notes payable to common stock. We may also seek funding from unencumbered securities purchases or from lenders offering favorable terms. We currently have a Registration statement on Form S-1 pending with the SEC for equity funding.  No assurance can be given that we will be able to obtain the total capital necessary to fund our new business plans. In such an event, this may have a materially adverse effect on our business, operating results and financial condition.

We are planning on applying for our preferred class B share Offering at the completion of this filing.  No assurance can be given that we will be successful with this Offering.

We require additional capital to supplement our anticipated revenues and fund our continuing operations. We have relied upon advances from directors, officers and shareholders and we have issued stock to finance our operations to this point.

FullCircle currently owes $358,563$30,000 in notes payable and $600,051 notes payable to related parties, and other notes payable of $115,000. Our auditors have expressed concern that theparties. The Company has experienced losses from operations and negative cash flows from operations since inception. We have negative working capital and a capital deficiency at MarchSeptember 30, 2014. As of September 30, 2014 the stockholders equity is ($451,210) compared to ($141,589) on December 31, 2008.2013.  These conditions raise substantial doubt about our ability to continue as a going concern.

Late in 2007 and early in 2008 insurance sales revenue began to come in as a result of our transition into the insurance business.  The accounting process; revenue recognition, cost of sales, gross profit and operating expenses will fluctuate as we continue to evolve as an insurance agency.

We have expended considerable time and expenses working life insurance policies and group health insurance policies that should begin to show additional revenues later in 2008.

Results of Operations for Years ending December 31, 2007 and 2006

Revenue

Revenues during the twelve months ended December 31, 2007 were $67,303 with cost of sales of $46,319 yielding a gross profit of $20,984 compared to $25,067 in revenues for the same period in 2006 with a cost of sales of $9,007 and a gross profit of $16,060.

Operating expenses and other costs during the twelve-month period ending December 31, 2007 were $108,706 resulting in an operating loss of $87,722 compared to the operating expenses of $362,606 for the twelve months ending December 31, 2006 with an operating loss of $346,546.

Interest expense for the twelve months ending December 31, 2007 was $38,194 resulting in a net loss from continuing operations of $81,797.  By comparison, interest expense for the twelve months ending December 31, 2006 was $22,423 resulting in a net loss from continuing operations of $339,955.

Late in 2007 Insurance sales revenue began to come in as a result of our transition into the insurance business.  The accounting process; revenue recognition, cost of sales, gross profit and operating expenses will fluctuate as we continue to evolve as an insurance agency.

We have expended considerable time and expenses working life insurance policies and group health insurance policies that should begin to show revenues in 2008.

Liquidity and Capital Resources

As of December 31, 2007, the Company had assets in the amount of $378,814, compared to assets in the amount of $330,431 at December 31, 2006.  

On December 31, 2007, the Company had current assets consisting of $10,068 in cash, and $368,746 in a customer database that was assigned to us from AMPOII, Inc.

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Total assets as of year-end December 31, 2006 consisted of $573 in cash, $11,112 in property and equipment, and $318,746 in investment in AMPO II.

On December 31, 2007, the Company had $564,158 in total liabilities.  Current liabilities included $71,270 in accounts payable, $49,065 in accrued interest, $20,259 in accrued expenses, and $423,563 in current note payable liabilities.  Current note payable liabilities include $115,000 in notes payable, and $308,563 in notes payable to related parties.  

By comparison, on December 31, 2006 the Company had $480,814 in total liabilities. On December 31, 2006 liabilities included $102,687 in accounts payable, $31,417 in accrued interest, $78,571 in accrued expenses, and $268,139 in current note payable liabilities. December 31, 2006 liabilities included $165,176 in notes payable, $102,963 in notes payable to a related party.

Net cash used by operating activities for the twelve-month period ending December 31, 2007 was $125,929 compared to $55,226 used in the twelve-month period ending December 31, 2006.  During the twelve-month period ending December 31, 2007, $0 was used by investing activities, and $135,424 was provided by financing activities.  For the same period in 2006, $80,176 was provided by financing activities, and $43,621 was used by investing activities.

During the twelve month period ending December 31, 2007, in an effort to secure additional operating capital, and to pay down accounts payable and notes payable, the Company borrowed $185,600, represented by promissory note agreements from major stockholders of the Company.  Each Note, together with interest accrued thereon at the rate of ten percent (10%) per annum, shall become due and payable in one lump sum on their anniversary dates in 2008 or 2009. The Notes were issued pursuant to an exemption from registration under Regulation S of the Securities Act of 1933, as amended.  In addition two notes were issued to new investors on February 13, 2007 for $20,000 and were immediately converted into shares.

During the twelve month period ending December 31, 2007 the $10,000 balance of a $20,000 note written in 2006 was converted into shares and a note for $50,176 written on February 17, 2006, plus interest of $7,145 was paid.

From February 2003 through April 2003, the Company conducted a private placement of $600,000 in convertible debentures and warrants to buy 1,800,000 shares of the Company’s common stock.  The debentures bear interest at 12% and mature one year from the date of issuance.  The debentures may be converted for either $0.75 per share or 50% of the average three lowest trading prices for our common stock during the 20 trading days before the conversion date, whichever is lower.  The warrants are exercisable until seven years from the date of issuance at a purchase price of $0.075.  In addition, the exercise price of the warrants will be adjusted in the event we issue common stock at a price below market, with the exception of any securities issued as of the date of the warrant.  The full principal amount of the convertible debentures is due upon default under the terms of convertible debentures.  The investors hold a security interest in substa ntially all of our assets, intellectual property and registration rights with respect to the shares underlying the debentures and warrants.  

During 2003, the Company negotiated to reduce these convertible debentures and warrants through issuances of common stock.  Through December 31, 2003 the Company continued to reduce notes payable, convertible debentures and associated interest.  During 2003, the Company issued stock for the conversion of debentures and related interest.  Through the twelve months ended December 31, 2004, we settled $203,015 in notes payable and $369,307 in convertible debentures through the issuance of stock.  In November 2003, the Company defaulted on the convertible debenture agreement and a new note was signed pursuant to a settlement agreement.  The balance of the new note was $345,533 at December 31, 2003 and was due in November 2004.  We settled the outstanding balance of the convertible debentures and warrants for $150,000 prior to November 2004 and have negotiated the retirement of the warrants.  They were cancelled in 2007.

Except as otherwise disclosed herein, as of December 31, 2007, the Company had no capital commitments.  We are currently focused on increasing revenues from our insurance agency operations and reducing debt through converting debentures and notes payable to common stock.  We may also seek funding from unencumbered securities purchases or from lenders offering favorable terms.  At this time, we have no contracts, agreements, or understandings for additional funding, nor can any assurance be given that we will be able to obtain this capital on acceptable terms, if at all.  In such an event, this may have a materially adverse effect on our business, operating results and financial condition.  If the need arises, we may offer a private placement or attempt to obtain funding through the use of various types of short term funding, loans or working capital financing arrangements from financial institutions and or shareholders.

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Factors That May Impact Future Results

At the time of this Offering,report, we had insufficient cash reserves and receivables necessary to meet forecast operating requirements. In the event we are unsuccessful in our efforts to raise additional funds, we will be required to significantly reduce cash outflows and, possibly, discontinue our operations. We need to raise immediate capital to continue our operations and implement our plans to respond to competitive pressures, or otherwise to respond to unanticipated requirements. Our failure to obtain immediate financing, or inability to obtain financing on acceptable terms, could require us to limit our plans, incur indebtedness that has high rates of interest or substantial restrictive covenants, issue equity securities that will dilute your holdings, or discontinue all or a portion of our remaining operations.requirements for FullCircle Registry, Inc.

The current expansion of the Company’s business demands that significant financial resources be raised to fund capital expenditures, working capital needs, and debt service and the cash flow deficits expected to be generated over then next nine months by operating losses.service.  Current cash balances and the realization of accounts receivable will not be sufficient to fund the Company’s current business plan beyondfor the next threetwelve months. Consequently,The Company has received a commitment of $1,500,000 in equity financing from Kodiak Capital, which is pending registration of the company is pursuing this Offering inshares with the aggregate amount of upSecurities and Exchange Commission.  Management continues to $1,000,000 to fund the Company’s expansion needs.  

Management is currently negotiatingnegotiate with existing shareholders, financial institutions, new investors, and other accredited investors in order to obtain working capital necessary to meet current and future obligations and commitments.

Management is confidentbelieves that these efforts will produce financing to further the growth of the Company. Nevertheless, there can be no assurance that the Company will be able to raise additional capital on satisfactory terms or at all.  In the event that the Company is unable to obtain capital on acceptable terms or in sufficient amounts, the impact thereof would have a material adverse impact on the Company’s business, operating results, and financial condition as well as its ability to service debt requirements.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Critical Accounting Policies and Estimates

The Company’s discussion and analysis of its financial condition and results of operations are based upon its consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements may have required the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures. On an ongoing basis, the Company evaluates estimates, including those related to bad debts, inventories, fixed assets, income taxes, contingencies and litigation. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances; the results of which form the basis of the Company’s judgments on the carrying value of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions.

Forward-Looking Statements:

Where this Form S-1 includes “forward-looking” statements within the meaning of Section 27A of the Securities Act, we desire to take advantage of the “safe harbor” provisions thereof. Therefore, FullCircle is including this statement for the express purpose of availing itself of the protections of such safe harbor provisions with respect to all of such forward-looking statements. The forward-looking statements in this Form S-1 reflect our current views with respect to future events and financial performance. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ from those anticipated. In this Form S-1, the words “anticipates,” “believes,” “expects,” “intends,” “future” and similar expressions identify forward-looking statements. We undertake no obligation to publicly revise these forward-looking statements to reflect events or circumstances that may arise after the date hereof. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this section.

Some of the matters discussed in this “Management's Discussion and Analysis of Financial Condition and Results of Operation,” and elsewhere in our 10Q and annual report on Form 10-K include forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events including, among other things:

·

Attracting immediate financing;

·

Delivering a quality product that meets customer expectations;

·

Obtaining and expanding market acceptance of the products we offer; and

·

Competition in our market.

Critical Accounting Policies and Estimates Revenue Recognition

The Company’s discussion and analysis of its financial condition and results of operations are based upon its financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.

On an ongoing basis, the Company is prepared to evaluate any estimates, including those related to bad debts, inventories, fixed assets, income taxes, contingencies and litigation. The Company will base its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of the Company’s judgments on the carrying value of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions.

DETERMINATION OF VALUE OF CLASS B PREFERRED STOCKThis policy is in effect for any future events that would require estimates.  During the last two years under the direction of our current Chief Financial Officer, there have been no estimates needed to be used in our financial statements other than the valuation of our database which has been provided by an outside accounting firm.

The Offering price forIn this application, we have estimated the Shareholders as noted in this document was determined arbitrarily by FullCircle based upon a number of factors.  The Offering price is based primarily on the amount of funds sought from this financing and the number of shares the Board is willing to issue in order to raise these funds.  Accordingly, there is no relationship between the Offering price and the assets, earning or book value of FullCircle, the market valuecost of the class A common stock, or any other recognized criteriaissuance and distribution of value.  As such,this prospectus.   Some of this estimated cost has not been included in our financial statements at this time because the Offering price doesoutcome of this application is not necessarily indicate the current value of the shares and should not be regarded as an indication of any future market price of FullCircle’s class A common stock.known.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our class A common stock is listed on the Over the Counter Bulletin Board under the Symbol “FLCR.” However, therethe stock is currently no regular trading market or trading in the Company’s stock,thinly traded and we cannot give an assurance that such a marketliquidity (increased volume) will develop.occur. Our classClass A and Class B preferred stock willPreferred Stock is not be traded on any exchange and, therefore, will not have a symbol.

16exchange.

The following table sets forth the high and low bid quotations per share of our common stock for the periods indicated.

The above quotations are as reported at www.aolfinance.com. These quotations do not represent actual transactions.

Transfer Agent

Our transfer agent is Interwest Transfer Co., Inc.  It is located at 1981 Murray Holladay Road, Suite 100, Salt Lake City, Utah 84117. The phone number is (801) 272-9294

DIVIDEND POLICY

Our class B preferred shares will yield a dividend of $.02 per share.  Dividends on preferred class B stock will be paid annually following the yearly anniversary date of the issuance of such shares.

We anticipate that our Company’s future earnings, if any, will be retained to finance our growth and that we will not pay cash dividends on class A common stock for the foreseeable future.

OUR BUSINESS

History

Our initial business began in 2000, with the formation of FullCircle Registry, Inc.  We were initially a technology-based business that provided emergency document and information retrieval services.  Our service included, providing customers with secure storage and immediate access to their critical medical records, legal documents (living wills, powers of attorney, “do not resuscitate” orders, etc.), and emergency contact information.  The system was designed to allow medical personnel to quickly obtain critical information.  We provided these services directly to subscribers and through strategic alliances with health care providers.

In December 2006, our Directors unanimously consented that the Company should become an insurance agency. An application for a business entity license was submitted to the Department of Insurance in the Commonwealth of Kentucky. On February 27, 2007, a business entity license for Life and Health was issued to the Company. After March 1, 2007, appointment applications were submitted to various carriers and brokerage agencies.

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Our Growth  Strategy

Independent Insurance Agency Acquisitions

Norman L. Frohreich, President and CEO, has been retained to formulate and direct the expansion of the new insurance business model and the growth of FullCircle Registry, Inc.  It is Mr. Frohreich’s vision to emulate the H&R Block and Edward Jones business models and launch an insurance agency merger plan in rural America. Thus, we plan to expand the business model to include markets outside the greater Louisville area.

It is our plan to acquire, or otherwise merge with, small insurance agencies with a five-year exit plan as well as offer shares of FullCircle Registry, Inc. to these agency owners to give them the ability to exit their business with the potential to meet or exceed the value of their business and participate financially in the growth of the company.

The target model for an insurance agency acquisition is:

1.

Agency in a town with a population less than 40,000.

2.

Agency that has gross revenues of $50,000 to $150,000.

3.

Agency owner that is over the age of 55.

Our research suggests that these smaller agencies are not targets for acquisition by larger companies, and, therefore, their individual owners have limited options for an exit strategy.  

We are planning on moving cautiously initially. We have only 10 agencies targeted for purchase during the first six months after funding is available. We will need ample time to develop the infrastructure and to train the individuals to manage these agencies once acquired. We expect that some of the owners will continue to work and will phase out over time; others will want to exit immediately. We will have to be flexible to move as needed as each situation emerges.

We have several strong licensed insurance industry veterans available to provide the training and leadership for this task.  Initially we expect to operate in just a five state area: Kentucky, Indiana, Illinois, Ohio and Tennessee. Once the model is developed and operating, we expect to move into other regional offices so that we can service these agencies from a close proximity. We believe we can operate up to 25 agencies per regional office.

Once the Agencies are acquired, we will begin the process of adding our products to their portfolios and services. We expect to receive additional income from our other core products. With our additional products, we expect to double the gross revenue with each new agency when the training is completed and new products are installed. In addition to the standard commissions, we will begin to experience higher commission rates because we will receive higher performance payout levels with each of our partner insurance companies.

For example, each insurance company provides higher compensation levels when higher policy revenue is achieved. At that point, we can afford to continue to pay generous amounts to individual agents and receive exceptional revenue on the difference.

Compensation for the sales people in the agencies will be on a commission basis with the exception of clerical help, if needed. Preferably, we hope to find agents who can manage their own clerical functions.  Incentives will be provided for each agency manager to improve the revenues and net profits. Compensation will also be provided for the overall performance of each profit center.

We expect to receive assistance from our major insurance company partners—many have already indicated they are aware of agent-owners who are looking for exit strategies. Research shows that the average age of the owners of the independent insurance agencies in our country is 53 years old.   Our information suggests that over 20% of the agencies nationally (over 125,000 agency owners) have no exit plan.  Like other businesses, the independent insurance agents of rural America are having a problem “selling” their books of business.  Many major insurance companies are beginning to acquire larger agencies but the smaller rural agencies are being passed over.  Our goal is to merge with hundreds of these agencies over the next several years.  We have been in contact with a number of agencies that are looking for an exit plan.

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It is interesting to note that as large banks continue to acquire small rural banks, brand new small banks emerge and grow rapidly. When financial needs are at issue, the personal relationships continue to drive business in rural America. People like to trust their financial matters with those who they see at the local high school ball games, their local Chamber of Commerce meetings or the Rotary club meetings.  

We believe we are well positioned for significant growth and have a multi-faceted growth strategy that builds on our new client relationships, insurance products, brands and integral role in the insurance process. The number, diversity and sophistication of the insurance products available in the insurance marketplace have grown significantly in recent years. Our clients increasingly require sophisticated insurance planning services such as ours to support their complex needs.

We are developing our plans and infrastructure for our new agencies.  Initial plans for our FullCircle wheel of products and services that are in development are; ENC, Prescriptions, Life insurance, Health insurance (Group and Individual), Auto and Home insurance, and Medical Record Storage.  We have identified and engaged talent with expertise in all areas except Auto and Home Insurance. As our name, “FullCircle,” implies, we intend to become a full service, one-stop shop for all insurance and financial planning for our clients.

We have selected two Vice Presidents to manage our Agency acquisition and Agency management functions.

Summary of Growth Strategy 

The principal elements of our growth strategy are: