S-1/A

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our class B preferred stock, you should carefully read this entire prospectus, including our audited consolidated financial statements and the related notes and the information set forth under the headings “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations,” in each case included elsewhere in this prospectus. References in this prospectus to “we,” “us,” “our,” the “Company” and “FullCircle” refer to FullCircle Registry, Inc. unless the context requires otherwise.

About Us

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.

Our Corporate Information

Our principal executive offices are located at 161 Alpine Drive, Shelbyville, Kentucky, 40065 and our telephone number is (502) 410-4500. Our current website addresses are www.fullcircleregistry.com, www.fullcirclerx.com, and www.medshelp4U.com. Our website and the information contained therein or connected thereto shall not be deemed to be incorporated into this Prospectus or the registration statement of which it forms a part. Our website will be immediately revised and updated upon receipt of funds to reflect our new business model.

Our Business and Strategy

We have formed two new wholly-owned subsidiaries to begin the new business plan as specifically set forth beginning on page 23. Below, we have briefly summarized our business plan.

FullCircle Insurance Agency, Inc.

In connection with this Offering, it is our plan to acquire, or otherwise merge with, small insurance agencies and incorporate them into the FullCircle family of businesses. We plan to offer a five-year exit plan to agency owners, which may include issuance of shares of FullCircle Registry, Inc., 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.

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: Prescription assistance services, Life insurance, Health insurance (Group and Individual), Auto and Home insurance, Medical Record Storage and our ENC products. We have identified 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 needs of our clients.

As agencies are acquired, we will add our products and services to their portfolios. By adding our additional products and services, we expect to increase the gross revenue with each new agency acquisition when assimilation is completed and new products are installed. With the additional sales force, we expect to experience higher commission rates because we will receive higher performance payout levels with each of our partner insurance companies. See the revenue projections below.

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 believe we are well positioned for significant growth and have a multi-faceted growth strategy that builds on our new and existing client relationships, insurance products, brands and our integral role in the insurance process.

We have formed the FullCircle Insurance Agency, Inc. to be our vehicle for this business plan. At this time we have not begun operations since we are awaiting the approval for funding.

FullCircle Insurance Agency, Inc. Revenue Projections

The following projection timeline is based on the assumptions of available funding. The timeline begins when funding is available.

The five-year growth forecast assuming an average of $100,000 initial revenue from agencies after acquired, then expanding to an average of $200,000 revenue per agency after new products are introduced.

12 mos.

24 mos.

36 mos.

48 mos.

60 mos.

72 mos.

Agencies

125

175

200

Agency Gross Rev

$200K

$3.0M

$9.37M

$18.75M

$35M

$40M

Any financial projection discussion of FullCircle included in this Prospectus is based upon assumptions that we believe to be reasonable. Even if the assumptions underlying its plans prove 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 that the objectives will be realized if any 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. See the “Risk Factors” section beginning on page 9 for further detail.

FullCircle Prescription Services, Inc.

FullCircle Prescription Services, Inc. has been established for the purpose of handling our new prescription services program. We describe the plan in detail under “Other Business Opportunities” beginning on page 28. We have, at very little expense, been contacting potential contractors and agents to help move the project forward but are limited as to how aggressive we can be given limited capital.

Our launch with our FullCircleRx plan has been delayed somewhat waiting on funds, but FullCircle Prescription Services, Inc. has begun operations. See the revenue projections below.

We have entered into an arrangement with a worldwide pharmacy located in Canada to assist our customers in shopping the world. We have entered into agreements with 37 contractors and agents to find the customers that are in need of assistance in reducing the cost of their medications.

In addition, we have retained a 22-person call center to contact our AMPO database of potential customers. Recently the call center has begun to contact our AMPO customers and the results are above expectations.

In summary the marketing of our FullCircleRx prescription assistance program is:

AMPO database mailings.

Churches as contractors for fund raising projects.

Large marketing media like RV Trader, Auto Trader, etc.

Database sharing with organizations that do similar medical marketing but not in our niche or do not have prescription assistance programs.

Leasing or selling rights to our database as it continues to grow and evolve.

Insurance agents and agencies.

Small businesses without health benefits.

Web marketing. Fertility drugs, birth control drugs, Medicare Donut Hole problems, etc.

Word of mouth (incentives for existing customers to send us new customers).

10.

Contractor and agent campaign through mailings and advertising.

11.

Prescription gift card for friends and families to assist the elderly in the cost of their medications.

12.

City, County, and State government employees.

13.

Multipurpose FullCircle FullServices Health Card

We have entered into an agreement with Acap Security, Inc. (http://acapsecurity.com) for an exclusive co-branded FullCircle FullServices Health Card between PinPay, Global Health Management, and FullCircle. Global Health Management, LLC is the servicing company that provides our clients their medications. PinPay is owned by Acap Security.

We have also received an MISO agreement (Master Independent Sales Organization) from PinPay, Inc. PinPay is committed to provide significant focus support for FullCircle to bring the Health, Insurance and Pharmaceutical industries throughout the world to the PinPay program. www.pinpay.net is currently engaged in beta testing with banks and clients internationally. Once these beta tests are concluded, we will be released to begin approaching the health and insurance related companies worldwide. FullCircle currently has health industry professionals standing by to begin signing the health industry as merchants and agents as well.

FullCircle FullServices Health Card

The expansion of Shop the World with PinPay will include a real card that can be loaded with a cafeteria of different plans and programs. Some could be free and we would experience revenue as they are used and some would be annual fee based. We are in the stages of finalizing this plan and will be able to begin when funding is available. The plan tentatively includes the addition of the following services:

FullCircleRx Shop the World

FullCircleRx Pharmacy Discount Plan (like other pharmacy cards that are sold for $25 to $30 per year memberships) this is for immediate need drugs like antibiotics, etc.)

FullCircle Insurance Services Card (call for any quote on any kind of insurance and we will shop for our members)

FullCircle PinPay card (transfer money anywhere internationally, payroll, merchants, etc. like a debit card) much lower cost than Western Union.

FullCircle Mini-Med card (for those without insurance, it provides near insurance level costs for medical, dental, vision, hospitalization)

We are currently building the infrastructure. We must acquire funding from our offering to enable us to begin our marketing process of our FullCircleRx.com business plan.

(The following statements are excerpts from the CEO message on our FullCircleRx.com web site.)

Citizens of the world are purchasing the same prescription drugs that we are buying but are paying a much lower price than we are paying!

The bottom line is simple: FullCircleRx can now assist you for a safe choice. You can choose to purchase your drugs from the U.S. (most are actually manufactured in other countries), or you can choose to purchase your drugs from the country where they are made at a much larger discount. More generic drugs are available outside the U.S. market.

The drugs are exactly the same. From the same manufacturers, YOUR CHOICE.

What FullCircleRx will do for you is SHOP THE WORLD. We will help you find the best price on prescription medications in the world market, not just the U.S. market. Our contract pharmacy will, however, only offer prescriptions from countries that have proper quality and manufacturing controls.

Most of the FDA approved drugs are manufactured outside the U.S.

Our pharmacy utilizes the same manufacturing facilities worldwide that provide FDA approved medications to the U.S. pharmacies.

The time has come for us to take action against our soaring prescription costs.

FullCircle Prescription Services, Inc. Revenue Projections

The following projection timeline is based on the assumptions of available funding. The timeline begins when funding is available to support brochures, websites, mailings and office infrastructure.


			Year 1		Year 2		Year 3		Year 4		Year 5
Projection of Revenue from Database
Application Fees		$	25,000	$	50,000	$	75,000	$	125,000	$	175,000
Projected Revenue by year from Database sales		$	298,080	$	596,160	$	894,240	$	1,490,400	$	2,086,560
	Total Revenue from database	$	323,080	$	646,160	$	969,240	$	1,615,400	$	2,261,560

Projection of Revenue from Agent Sales
Application Fees		$	50,000	$	100,000	$	200,000	$	400,000	$	800,000
Projected Revenue by year from Agent sales		$	261,696	$	523,392	$	1,046,784	$	2,093,568	$	4,187,136
	Total Revenue from Agent sales	$	311,696	$	623,392	$	1,246,784	$	2,493,568	$	4,987,136

Projection of Revenue from Internet Sales
Application Fees		$	12,500	$	25,000	$	50,000	$	100,000	$	200,000
Projected Revenue by year from Internet Marketing		$	89,424	$	178,848	$	357,696	$	715,392	$	1,430,784
	Total Revenue from Internet	$	101,924		203,848	$	407,696	$	815,392	$	1,630,784

Total Revenue Projection FCPS all marketing segments		$	736,700	$	1,473,400	$	2,623,720	$	4,924,360	$	8,879,480

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.

The Offering

Currently, we have one class of common stock and one class of preferred stock outstanding. Additional details regarding the capital structure of the Company are contained elsewhere in this Prospectus and the attached Financial Statements. As part 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 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.

Once the offering is approved we will begin to market this offering on our website, PRs, and with friends and associates of the Company.

Offering Details


Class B preferred stock offered by us	Up to 1,000,000 shares

Voting Rights

Conversion to Common Stock

The holders of class B preferred stock, par value $0.001 per share, are entitled to vote on corporate matters. The total number of votes each share is entitled to cast is 10 votes per share.

At any time after the expiration of the two year period following the date that a share of class B preferred stock is issued, the holder of such share may request, or FullCircle may require, that such class B preferred stock be converted into class A common stock at a conversion ratio of 10 shares of class A common stock for each one share of class B preferred stock.

Use of Proceeds

We estimate that the proceeds to us from this Offering will be approximately $1 million, less the costs of the offering, based on an assumed public Offering price of $1.00 per share. Management will have very broad discretion in the use of the proceeds from the Offering. The anticipated primary uses for the net proceeds from the Offering will be used to fund the acquisition of target insurance agencies in accordance with our business plan and to fund immediate operating capital needs of FullCircle. See section “Use of Funds” for additional details.


Dividend Policy	Until such time that a share of class B preferred stock is converted to class A common stock, each such share of class B preferred stock will yield a dividend of $.02 each year payable on the anniversary date of its issuance.

Plan of Distribution	The Offering will commence on the acceptance of this Prospectus by the Securities and Exchange Commission and will end on the earlier of the sale of all 1,000,000 Shares or the termination of the Offering by the Company. Subscriptions will be accepted on a rolling basis. Certificates for shares purchased will be issued within ninety days’ receipt of funds and distributed by our transfer agent promptly after a subscription is accepted and "good funds" are received in our account. Our officers and directors will manage the sale of the Shares in this Offering.

Market for Preferred Stock	Until such time as a share of class B preferred stock is converted into class A common stock, the class B preferred stock may not be resold or traded to another person or entity.


Risk Factors	There are many risks involved in purchasing class B preferred stock of the Company. As a prospective investor, you should read the “Risk Factors” section of this Prospectus for a discussion of factors that you should consider carefully before deciding to invest in shares of our class B preferred stock.

Unless we indicate otherwise, all information in this Prospectus:


	•		gives effect to the Offering and is based on there being no shares of class B preferred stock and 77,970,573 shares of class A common stock and 20,000 Class A preferred shares outstanding as of December 31, 2008;


	•		the Board has resolved to keep 10,000,000 shares of class A common stock reserved for issuance in furtherance of this Offering.

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 year ended December 31, 2008 are not necessarily indicative of results that may be expected for the entire year.

Statement of Operations Summary


		For the Years
		Ended December 31,
		2008		2007

Revenues	$	113,313	$	67,303

Cost of sales		74,986		46,319

Selling, general & administrative expenses		283,471		108,706

Total other income (expense)		(39,150)		5,925

Net loss	$	(284,294)	$	(81,797)

Net basic and fully diluted loss per share	$	(0.00)	$	(0.00)

Balance Sheet Summary


ASSETS

		December 31,		December 31,
		2008		2007



Cash	$	22,331	$	10,068
Total current assets		22,331		10,068
Other assets		356,454		368,746
Total assets	$	378,785	$	378,814

LIABILITIES AND STOCKHOLDERS' DEFICIT

Total current liabilities	$	518,046	$	564,158
Total long term liabilities		150,000		-
Total liabilities		668,046		564,158

Total liabilities and stockholders' deficit	$	378,785	$	378,814

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,” “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 statements, 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.

RISK FACTORS

Investing in our class B preferred stock involves a high degree of risk. You should carefully consider the following risks and all of the other information set forth in this Prospectus before deciding to invest in shares of our class B preferred stock. If any of the following risks actually occur, 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 to Our Business

There is no operational history of our Company in the new business areas.

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 68,000 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 begun to test this database with our first beta mailer. 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 critical 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.

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 plans on the projected forecasts described in this Prospectus in order to reach sustainable or profitable operations. Any material deviation from our forecasts 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.

There is extensive competition in the insurance marketplace for the sale of insurance products.

The market for insurance 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. 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 is no assurance that this Offering will result in sufficient capitalization of the Company.

Following completion of this Offering, we anticipate having enough cash necessary to fund operations, and otherwise provide for 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.

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

Our ability to sell our products 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 Health Insurance Portability and Accountability Act (HIPAA) 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.

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. If our clients significantly reduce their investments in insurance products, our business, financial condition or results of operations may be materially adversely affected.

The majority of our revenues come from the sale of insurance products. To the extent that our clients’ investment emphasis significantly changes from insurance products to equity, fixed income securities, or other investment strategies, the demand for our insurance products would likely decrease, which could have a material 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.

We must continue to introduce new insurance products and product enhancements to address our clients’ changing needs, market changes and developments.

The market for our insurance 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.

We 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.

Our growth may place significant strain on our Management 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 the acquisition of, and merger with, independent third party insurance agencies. Any future acquisitions and/or 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;


	•		dilution of your preferred stock;


	•		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 clients are dependent upon the knowledge, experience and ability of our highly-skilled, educated 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, 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 personnel our products may suffer, which could have a material adverse effect on our business, financial condition or results of operations.

Catastrophic events could lead to interruptions in our operations, which may materially adversely affect our business, financial condition or results of operations.

Our operations depend on our ability to protect our equipment and the information stored 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.

Although we currently estimate that the total cost of developing and implementing our business continuity measures will not have a material impact on our business, financial condition or results of operations, we cannot provide any assurance that our estimates regarding the timing and cost of implementing these measures will be accurate.

Risks Related 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 our business and us. 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 our business or us. The class B preferred stock, which is convertible to shares of class A common stock, could be materially affected by a decline in the value of the class A common stock.

We are selling this offering without an underwriter and may be unable to sell any shares. Unless we are successful in selling all of the shares and receiving all of the proceeds from this offering, we may have to seek alternative financing to implement our business plans and you would receive a return of your entire investment.

This Offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares. We intend to sell them through our officers and directors, who will receive no commissions. We will offer the shares to friends, relatives, acquaintances and business associates, however, there is no guarantee that we will be able to sell any of the shares.

All proceeds from the offering will be deposited into our business operating account, there is no guarantee all of the funds will be used as outlined in this prospectus.

All funds received from the sale of shares in this Offering will be deposited into our business operating account. We have committed to use the proceeds raised in this Offering for the uses set forth in the “Use of Proceeds” table. 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.

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

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. The class B preferred stock, which is convertible to shares of class A common stock, could be materially affected by fluctuations in the value of the class A common stock. Some of the factors that may cause the market price of our class A common stock to fluctuate include:


	•		fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;


	•		changes in estimates of our financial results or recommendations by securities analysts;


	•		failure of any of our products to achieve or maintain market acceptance;


	•		failure to produce or distribute our products;


	•		changes in market valuations of similar companies;


	•		success of competitive products;


	•		changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;


	•		announcements by us or our competitors of significant products, contracts, acquisitions or strategic alliances;


	•		regulatory developments in the U.S., foreign countries or both;

	•		litigation involving our Company, our general industry or both;


	•		additions or departures of key personnel;


	•		investors’ general perception of us, including any perception of misuse of sensitive information;


	•		changes in general economic, industry and market conditions; and


	•		changes in regulatory and other dynamics.

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. If 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.

Because we are subject to “penny stock” rules, the level of trading activity in our class A common stock may be limited.

Broker-dealer practices in connection with transactions in “penny stocks” are regulated by penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on some national securities exchanges). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, broker-dealers who sell these securities to persons other than established customers and “accredited investors” must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. Consequently, these requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security subject to the penny stock rules. If a trading market continues to develop for our common stock, these regulations will likely be applicable, and investors in our common stock may find it difficult to sell their shares once they are converted from class B preferred stock.

The sale of our class B preferred stock pursuant to this Prospectus, and future additional issuances of our shares of common and/or preferred stock, may result in immediate dilution to existing shareholders.

We are issuing a maximum of up to 1,000,000 shares of our class B preferred stock pursuant to this Prospectus, which preferred stock is convertible to class A common stock on a 10-to-1 basis. Further, each share of class B preferred stock carries with it ten votes until such time as it is converted. Our Board of Directors has the authority to cause us to issue additional shares of common stock, and to determine the rights, preferences and privilege of such shares, without consent of any of our stockholders. The sale of our preferred class B stock pursuant to this Prospectus, and any future additional issuances will result in immediate dilution to our existing shareholders’ interests, which may have a dilutive impact on our existing shareholders, and could negatively affect the value of your shares.

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 following the date of their issuance. At the time of the conversion of each share of class B preferred stock into ten shares of class A common stock, the then shareholders owning common stock will be diluted by up to 10,000,000 shares 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 prior to the liquidation.

The class B preferred stock will be paid a dividend of $.02 per share per year. Until such time as the class B preferred stock is converted to class A common stock, the class B preferred stock will not be entitled to participate in dividends declared on class A common stock.

USE OF PROCEEDS

Assuming that we sell all 1,000,000 shares of class B preferred stock, we estimate that the proceeds from this Offering will be approximately $1 million, less costs associated with this Offering, based on an assumed initial public Offering price of $1.00 per share. Proceeds from this Offering are expected to be used primarily to fund the acquisition of target insurance agencies in accordance with our business plan and to fund immediate operating capital needs of FullCircle. We anticipate that the funds will be spent as follows:


Agency mergers and expenses	35%

Retire notes	35%

New Management and staff expenses	15%

Web pages and marketing materials	5%

Operations, Call Center and Training Center	5%

Retire current operational liabilities	5%

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

All funds received from the sale of shares in this Offering will be deposited into our business operating account. We have committed to use the proceeds raised in this Offering 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.

PLAN OF DISTRIBUTION AND TERMS OF THE OFFERING

There Is No Current Market for Our Shares of Preferred Stock

There is currently no market for our shares of preferred stock. The shares you purchase are not traded or listed on any exchange or quotation medium. Our common stock is currently quoted on the Over-the-Counter Bulletin Board. There can be no assurance that an active trading market for our shares, or, if developed, that it will be sustained.

The Over-the-Counter Bulletin Board is maintained by the Financial Industry Regulatory Authority, Inc. The securities traded on the Over-the-Counter Bulletin Board are not listed or traded on the floor of an organized national or regional stock exchange. Instead, these securities transactions are conducted through a telephone and computer network connecting dealers in stocks. Over-the-counter stocks are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

In addition, broker-dealers may be discouraged from effecting transactions in our common stock because they are considered penny stocks and will be subject to the penny stock rules. Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934, as amended, impose sales practice and disclosure requirements on brokers-dealers who make a market in a "penny stock." A penny stock generally includes equity securities (other than securities registered on some national securities exchanges) that have a market price of less than $5.00 per share. Under the penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or "accredited investor" (generally, an individual with net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser's written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt. In addition, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities. Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer's account and information with respect to the limited market in penny stocks.

The additional sales practice and disclosure requirements imposed upon broker-dealers may discourage broker-dealers from effecting transactions in our common stock, which could severely limit the market liquidity of the shares and impede the sale of our shares in the secondary market, assuming one develops.

The Offering will be Managed by Our Officers and Directors

We are offering up to a maximum of 1,000,000 shares of class B preferred stock. The offering price is $1.00 per share. The Offering will commence on the acceptance by the Securities and Exchange Commission and will end on the earlier of the sale of all 1,000,000 shares or the termination of the Offering by the Company. In our sole discretion, we have the right to terminate the Offering or declared to be completed at any time, even before we have sold the shares. There are no specific events which might trigger our decision to terminate the Offering.

As money is received by us, it will be released to us, and we will use such funds in the execution of our business plan. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions.

Subscriptions will be accepted on a rolling basis. Certificates for shares purchased will be issued within ninety days’ receipt of funds and distributed by our transfer agent promptly after a subscription is accepted and "good funds" are received in our account.

If we are unable to raise enough money to effectuate our business plan, we may attempt to raise additional funds from a second public offering or loans. At the present time, we have not made any plans to raise additional money and there is no assurance that we would be able to raise additional money in the future. If we need additional money and are not successful, we will have to suspend or cease operations.

Our officers and directors will manage the sale of the Shares in this Offering. The officers and directors will receive no commission from the sale of the shares nor will they register as a broker-dealer pursuant to Section 15 of the Securities Exchange Act of 1934 in reliance upon Rule 3(a) 4-1. Rule 3(a) 4-1 sets forth those conditions under which a person associated with an issuer may participate in the offering of the issuer's securities and not be deemed to be a broker-dealer.

Each of our officers and directors satisfies the requirements of Rule 3(a) 4-1 in that none of them:


	1.	Are subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of their participation;

	2.	Are being compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities;

	3.	Are, at the time of his participation, an associated person of a broker- dealer; and

	4.	Meets the conditions of Paragraph (a)(4)(ii) of Rule 3(a) 4-1 of the Exchange Act, in that he (A) primarily perform, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of the issuer otherwise than in connection with transactions in securities; and (B) he is not a broker or dealer, or an associated person of a broker or dealer, within the preceding twelve (12) months; and (C) he does not participate in selling and offering of securities for any issuer more than once every twelve (12) months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).

We have no intention of inviting broker-dealer participation in this Offering.

Offering Period

This Offering will commence on the effective date of the registration statement of which this prospectus is a part, as determined by the Securities and Exchange Commission, and will continue until all securities offered hereunder are sold or until otherwise terminated by the Company.

Procedures for Subscribing

If you decide to subscribe for any shares in Offering, you must deliver a check or certified funds for acceptance or rejection. Shares are to be sold in blocks of 50,000 for individual investors. All checks for subscriptions must be made payable to "FullCircle Registry, Inc."

Subscriptions will be accepted on a rolling basis. Once we accept subscriptions, the funds will be deposited into an account maintained by us and be immediately available to us. Certificates for shares purchased will be issued and distributed by our transfer agent within ninety days after a subscription is accepted and "good funds" are received in our account.

Right to Reject Subscriptions

We maintain the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected within 48 hours of our having received them.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

Results of Operations for Year Ended December 31, 2008 and 2007

Revenue

Revenues during the twelve months ended December 31, 2008 were $113,313 with cost of sales of $74,986 yielding a gross profit of $38,327 compared to $67,303 in revenues for the same period in 2007 with a cost of sales of $46,319 and a gross profit of $20,984.

Operating expenses and other costs during the twelve-month period ending December 31, 2008 were $283,471 resulting in an operating loss of $245,144 compared to the operating expenses of $108,706 for the twelve months ending December 31, 2007 with an operating loss of $87,722.

Interest expense for the twelve months ending December 31, 2008 was $41,869 resulting in a net loss from continuing operations of $284,294. By comparison, interest expense for the twelve months ending December 31, 2007 was $38,194 resulting in a net loss from continuing operations of $81,797.

Late in 2007 and early 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. In late 2008 our insurance sales began to drop due to the impending economic situations. In addition, our main insurance company AIG and several other insurance companies received substantial negative press and many individuals began delaying the purchase of insurance products.

Revenues from our new company FullCircle Prescription Services, Inc. have not occurred because we are in the process of setting up that infrastructure and locating independent agents to offer our Rx services. We are not able to develop operational materials, brochures, mailings, training materials and additional web pages until our application for funding is approved and filled.

Legal, Accounting, and Auditing Expenses.

The major increase in our 2008 operating expenses has come from SEC compliance requirements for our 10K and 10Q filings and the development of the S-1 Preferred Share Offering for filing.

During 2008 we incurred expenses of $83,165 in professional fees including auditing, database appraisal, legal, accounting, IT services and web design fees.

It is anticipated that once the S-1 application and offering is completed our professional fees will be significantly lower.

Liquidity and Capital Resources

As of December 31, 2008, the Company had assets in the amount of $378,785 compared to assets in the amount of $378,814 at December 31, 2007. The Company had total assets consisting of $22,331 in cash and $368,746 less amortization of $12,292 investment in the 68,000 name database. Total assets at December 31, 2007 consisted of $10,068 in cash and $368,746 in investment in our customer database.

In the September quarter 2008, the company began depreciating our database on a 15-year amortization plan of expensing $6,146 per quarter.

On December 31, 2008, the Company had $668,046 in total liabilities. Current liabilities included $76,690 in accounts payable, $84,198 in accrued interest, $3,594 in accrued expenses and $353,564 in current note payable liabilities. Current note payable liabilities include $105,000 in notes payable and $248,564 in notes payable to related parties. Long term liabilities included $150,000 notes payable to related party.

By comparison on December 31, 2007, the Company had $564,158 in total liabilities. On December 31, 2007 liabilities included $71,271 in accounts payable, $49,065 in accrued interest, $20,259 in accrued expenses and $423,563 in current note payable liabilities. Current note payable included $115,000 in notes payable and $308,563 in notes payable to a related party.

Net cash used by operating activities for the twelve-month period ending December 31, 2008 was $232,737 compared to $125,929 used in the twelve-month period ending December 31, 2007. During the twelve-month period ending December 31, 2008, $0 was used by investing activities and $245,000 was provided by financing activities. For the same period in 2007, $0 was used by investing activities and $135,424 was provided by financing activities..

During the twelve month period ending December 31, 2008, in an effort to secure additional operating capital and to pay down accounts payable and notes payable, the Company borrowed $150,000 represented by promissory note agreements from major stockholders of the Company. Each Note, together with interest accrued thereon at the rate of two percent (2%) per annum, shall become due and payable in one lump sum on December 31, 2010. The Notes were issued pursuant to an exemption from registration under Regulation S of the Securities Act of 1933, as amended.

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.

Except as otherwise disclosed herein as of December 31, 2008, the Company had no capital commitments. We are currently focused on developing revenues from our insurance agency operations and our prescription services operations and reducing debt through converting debentures and notes payable to common stock when our common stock price provides a reasonable conversion ratio. 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. 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.

Our prime focus is to offer preferred shares to bring in funding to develop the company and move our business plans forward. We continue to stress the importance of a successful S-1 application and the successful completion of the offering once approved.

The strength of our business plan has provided support for operating capital for us to maintain minimal operations until our offering can be approved and completed.

Factors That May Impact Future Results

At the time of this Offering, 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.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The current expansion of the Company’s business demands that significant financial resources be raised to fund capital expenditures, working capital needs, debt service and the cash flow deficits expected to be generated over then next nine months by operating losses. Current cash balances and the realization of accounts receivable will not be sufficient to fund the Company’s current business plan beyond the next three months. Consequently, the company is pursuing this Offering in the aggregate amount of up to $1,000,000 to fund the Company’s expansion needs.

Management is currently negotiating with existing shareholders and other accredited investors in order to obtain working capital necessary to meet current and future obligations and commitments. Management is confident 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 financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these 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.

DETERMINATION OF VALUE OF CLASS B PREFERRED STOCK

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.

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, there is currently no regular trading market or trading in the Company’s stock, and we cannot give an assurance that such a market will develop. Our class B preferred stock will not be traded on any exchange and, therefore, will not have a symbol.

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



	High	Low	Quarter End Close
2008
First Quarter	.05	.02	.05
Second Quarter	.05	.025	.05
Third Quarter	.05	.016	.025
Fourth Quarter	.03	.004	.03

2007
First Quarter	.02	.009	.017
Second Quarter	.045	.011	.043
Third Quarter	.08	.03	.06
Fourth Quarter	.06	.02	.05

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.

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.

Our Growth Strategy

Independent Insurance Agency Mergers and Acquisitions with our FullCircle Insurance Agency, Inc. Division

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 to ten-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:

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

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

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 year 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.

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 Prescription Services and Agency management functions.

Prescription Services offered by our FullCircle Prescription Services, Inc. Division

We have developed two web pages that are currently active for customers to understand our services, research the drug industry issues, and shop the world to order our products. www.FullCircleRx.com and www.Medshelp4U.com.

Our discussion of this marketing process is discussed below under the heading of Prescription Services under Other Business Opportunities.

FullCircle Prescription Services, Inc. has one full time Operations Manager and two other employees that are available for incoming calls. We expect to be retaining additional call center employees once the call traffic increases.

We have begun to test our database with the following letter that has been mailed to the prior AMPO customers. We have received a good response from this letter and once funding is available the mailings will be increased. We have attached a copy of the solicitation letter that is being mailed to our potential customers on pages 24 and 25.

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Summary of Growth Strategy

The principal elements of our growth strategy are:


	•		Client Growth:


	•		Increase products and services within our current client base. Many of our clients have received little or no insurance planning, and we believe there are substantial opportunities to cross sell our services.


	•		Expand client base. We plan to add new clients by leveraging our experience, brand strength, our insurance products, and our strong knowledge of insurance process. In addition, we plan to expand our client base through the acquisition of independent insurance agencies in locations where we currently have limited or no access.


	•		Expand national presence. We intend to leverage our brands, reputation and products to expand and gain more clients in selected markets in which we currently have a limited presence. There are now fewer barriers to providing insurance products crossing state lines, therefore allowing us to expand rapidly.


	•		Product Growth:


	•		As our name, “FullCircle,” implies, we intend to become a full service, one-stop shop for all insurance and financial planning products for our clients.

	•		New product Offerings and enhancements. In order to enhance our leadership position, we plan to expand our product base and enhance existing products. We maintain an active dialogue with our clients in order to understand their needs and with our insurance partners to anticipate market developments.

	•		Expand our presence across all asset classes. We believe our well-established reputation and client base in the equity area as well as our experienced staff provide us with a strong foundation to become a leading provider of insurance products.

	•		Growth Through Acquisitions. We intend to actively seek to acquire independent insurance agencies that will enhance, complement or expand our client base, as well as increase our ability to provide quality insurance offerings to our clients.

Offering and Use of Funds

Competitive Advantages

We believe our competitive advantages include the following:


	•		Strong client relationships and deep understanding of their needs. Insurance is a hands-on service where clients prefer to know their service providers personally. Our approach to client development, dedication to client support, and range of products have helped us build strong relationships with our clients. We believe the skills, knowledge and experience of our Management enable us to develop and enhance our methodologies in accordance with client demands and needs.


	•		Competition in the insurance marketplace. Neither the Company nor its Directors have found anything like our business model currently being offered in the insurance marketplace. Thus, it is unlikely that competition will immediately come from within the insurance industry.


	•		Opportunity for quick growth through mergers and acquisitions. By acquiring trusted insurance agencies in rural America, Management believes that the Company can quickly grow its business to be a major insurance agency. It is anticipated that our acquisition of only a small portion of Kentucky’s rural insurance market share will make the Company immediately profitable.


	•		Availability of insurance products. We are currently able to market insurance products that are available in most major insurance markets throughout the United States of America. As our size increases, we anticipate that we will be able to further expand our product offerings.


	•		Highly skilled employees. Through our agency acquisition process, we will be targeting highly skilled, highly technical and, in some instances, highly specialized individuals who will bring a wealth of knowledge and experience to our Company.


	•		Extensive historical databases. We believe our substantial and valuable databases of proprietary client information, together with the databases of each agency we acquire, are valuable and would be difficult and costly for another party to replicate. Such data is a critical component of our success. Specifically, having access to a tested prescription client database will provide warm prospects, which could be a critical component to the growth of our client base.

Other Business Opportunities

Insurance Products

One significant aspect of our new focus and direction is our ability to generate new prospects and clients. One immediate opportunity is the marketing insurance products to existing clients of a Louisville area attorney who is also a licensed insurance agent. We expect to partner up with other local attorneys to expand this product offering. Phase one of this plan is currently in motion and new revenue has occurred.

We will continue to recruit independent licensed agents. We feel that we have a very unique recruiting proposition when it comes to obtaining quality agents for the company. We will be able to offer attractive commission rates while giving the agent the opportunity for ownership in the company through a company stock incentive plan. This ownership by the agent will also help serve as retention tool in an industry where turnover is the norm.

We have formed a new company FullCircle Insurance Agency, Inc. as a wholly-owned subsidiary to operate our insurance services business as a separate entity. The Commonwealth of Kentucky has issued our insurance license number DOI # 691844. This company is poised and ready to begin the implementation of this new business plan once funding is available.

Prescription Services

We believe that the time has come to seriously treat the Prescription Services business as a total international fulfillment process. In the recent years this has been a subject of dialogue with our politicians but the “fear of safe drugs” has been the topic of many media events. Many of our drugs are now manufactured outside the United States today. Because of the large disparity in the price of prescription drugs we believe that the pharmaceutical industry will soon “catch up” with all other industries that are marketing and manufacturing products internationally. As incomes rise internationally, so will the markets for U.S. Pharmaceutical companies products which will help drive prices down.

Shoes, clothing, automobiles, food, appliances, etc. are all of international supply and marketing scope today. The pharmaceutical industry is lagging behind. Several states are now leading the campaign to support the re-importation of pharmaceuticals. It is our belief that many other states will soon follow. We wish to participate in this trend.

It is planned to utilize our 68,000 name customer database to be part of our prescription spoke in the FullCircle wheel of services. We expect to use this tested database of previous AMPO II customers and to utilize additional media methods to attract new customers for our prescription services.

Also, being mindful of the billions of dollars that were spent on gift cards in the Christmas season last year we believe that there is a place for a prescription company specific gift card. We have signed an agreement with a new soft card company to provide an additional financial vehicle for our FullCircle Prescription Services. Our soft card combined with our arrangements with an international prescription fulfillment center will be the vehicle used to expand into that market. We are expecting to become operational with these soft card services once funding is available.

We have finalized our negotiations and contracts with a large Pharmacy, Global Health Management, LLC located in Alberta Canada and Nevada, and have begun providing services for our customers to participate in savings with their medications. Our pharmacy utilizes the same manufacturing facilities worldwide that provide FDA approved medications to the U.S. pharmacies. Our Pharmacy can deliver U.S. prescription medications as well as medications from around the world at highly reduced rates. Our clientele will have the option to select prescription services from one supplier for a U.S. filled prescription or an international filled prescription, their choice. Current pricing provides savings of up to 70% on many name brand prescription drugs. Our “Shop the World” program in our websites gives our customers a pricing tool and quality not offered elsewhere today.

Additionally, we are in the process of negotiating agreements with several community churches and larger area church organizations that can use our FCPS services to assist their parishioners to save money and at the same time provide for an excellent fund raising opportunities for their programs.

The prescription services will also be made available to the new Insurance Agencies that join our company. This will provide a new personalized service for their existing books of business in rural America.

FullCircleRx brochures have been developed to provide to our physician associates for distribution in their offices and for use by our independent contractors. Brochures are now available to customers and stockholders who contact our corporate offices. We have begun distributing our brochures to doctors, clinics, and hospitals.

Our new web pages: www.fullcircleRx.com and www.medshelp4U.com have been launched and are operational. Our customers can Shop the World and subscribe to our services on line. We have other new web pages designed ready to launch to troll the Internet for Birth Control Pills, Fertility Drugs, Medicare Part D assistance, and Donut Hole Assistance. Our progress is restricted awaiting the funding.

We have formed a new company FullCircle Prescription Services, Inc. as a wholly-owned subsidiary to be prepared to operate the prescription services business as a separate entity.

In summary our marketing of our FullCircleRx prescription assistance program is:

AMPO database mailings.

Churches as contractors for fund raising projects.

Large marketing media like RV Trader, Auto Trader, etc.

Database sharing with organizations that do similar medical marketing but not in our niche or do not have prescription assistance programs.

Leasing or selling rights to our database as it continues to grow and evolve.

Insurance Agents and Agencies.

Small businesses without health benefits.

Web trolling. Fertility drugs, birth control drugs, Medicare Donut hole problems, etc.

Word of mouth (incentives for existing customers to send us new customers).

Contractor and Agent campaign through mailings and advertising.

Prescription gift card for friends and families to assist the elderly in the cost of their medications.

City, County, and State government employees.

Multipurpose FullCircle FullServices Health Card

We have begun the process of locating contractors and agents. A contractor will be compensated on a per medication basis and will have sufficient commission available to hire agents to spread the marketing nationwide. Several of our contractors and agents have begun opening up web pages for their own marketing directions that link in the FullCircleRx Shop the World website. We have designed the business model to limit overheads for the performance of the plan. Once a customer is signed as a member we move the management and the operational costs to our pharmacy in Canada. We accept no health records and we do not accept prescriptions. That is the function of our contracted Pharmacy. For the most part we will operate the FullCircleRx plan with very few administrative assistants. Reorders of medications will be in the hands of our mail order Pharmacy. In return for finding customers the company will receive a commission percentage as well as a medication fill fee. That revenue is estimated on page 4 of this offering. We will continue to audit our customer satisfaction with follow-up calls once they begin receiving medications.

Emergency Notification Company

The ENC product is operational and poised for growth. This product’s web page, www.encglobal.com will also be updated with the availability of the new funding. We are not presenting a revenue forecast at this time because we expect our synergies to be focused on the insurance sales and prescription services. However once these segments are operational we will begin to focus on our ENC product and possibly add this product to our FullCircle FullServices Health Card.

Not only is this product an integral part of our new ventures, it provides a valuable security for our customers. 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 other products and services. Our call center is current and has been kept active since inception.

As a lead generation tool it will be provided to all of our existing customers at significantly reduced costs. We will also provide this service to our new agencies books of business customers.

Medical Records Storage and Retrieval Services

The on-line vault server for Medical Record Storage is being upgraded to Web 2.0 standards for productivity and security.

We believe that our Medical Records Storage original core business founded in 1999 was ahead of its time. Now that politicians are continuing to emphasize this very important service and the fact that Google has announced it is entering the storage business with an agreement with the Cleveland Clinic, we believe the timing is right to offer these services as a stand alone product or bundled with our other products. Medical record storage upgrades are expected to be operational within a few months once funding becomes available.

Web Page Development

We have begun the foundation development of our new web page direction. We have new web pages, although currently with basic foundations, they have been developed with the latest Web 2.0 standards for functionality and expandability. www.dmcdon.com is our web service provider which is managed by Dennis McDonough our IT services manager. It is poised and ready to expand our new messages when funding is available.

Our web portal will be the foundation providing integral system access to our new agencies, life insurance products, Medicare products, Emergency Notification products, FullCircle Prescription Services, Medical Records storage services, and other spokes in our wheel of FullCircle Services as they are developed. This is a flexible and dynamic technology that will provide a highly secure Internet portal for all FullCircle partners to use. The design and tools being included will enhance our information flow, communications and productivity.

VoIP Telephone Services and New Equipment

FullCircle Registry upgraded to a full Voice Over Internet Protocol (VoIP) telephone service for increased user efficiency and productivity. The VoIP system has already shown significant cost savings.

Our office has installed new computer equipment, applications and operating systems. These will provide optimal capabilities for information exchange between our current in house systems, and our online systems. We are installing new software applications to maintain our server and database communications in the most secure environment possible.

INDUSTRY OVERVIEW AND COMPETITION

Industry Growth

FullCircle Insurance Agency, Inc.

We will initially be marketing and selling insurance products in Louisville, Kentucky and in rural markets across the Commonwealth of Kentucky, Tennessee, Indiana, Ohio and Illinois.

Market research conducted by our Management and Directors indicates that the uniqueness of our business model will create new business opportunities in the insurance industry. Research shows that the average age of the owners of the independent insurance agencies in our country is 54 years old. According to ISU (an independent insurance agency network), there are 639,700 independent agencies nationally. Small agencies in the United States are the core of the insurance business. Many major insurance companies are beginning to acquire larger agencies but the smaller rural agencies are being passed over. Small agency proprietors have limited access to an exit strategy as they approach retirement age.

By purchasing trusted insurance agencies in rural America, Management believes that FullCircle can quickly grow its business to be a major insurance agency. It is anticipated that our acquisition of only a small portion of Kentucky’s rural insurance market share will make us profitable.

Once we have established the profitability of its business model through mergers in the five state region described above, we will begin to look into sales in other markets.

With the recent launching of our FullCircle Insurance Agency, Inc. company we are prepared to engage in agency acquisitions once funding is available. We have new management available to perform this activity.

Existing Insurance Agencies are struggling as premium commissions are being lowered each year. They must sell more to maintain adequate revenues to cover employees and overheads. Our plans to increase their products will provide a vehicle for them to continue to maintain their presence in their local rural markets.

FullCircle Prescription Services, Inc.

The problem with the increasing costs of medications continues to be one that severely affects the un-insured and under-insured U.S. citizens. The current economic problems are causing more unemployed people to loose their coveted insurance coverage. Many cannot afford the Cobra insurance payments. Many small businesses are dropping Prescription Coverage to be able to afford the increasing medical health care benefits.

We anticipate a continued growing demand for our Shop the World prescription services and other products discussed above.

Competition

Rural Agency Acquisition and Mergers

Neither FullCircle nor its Directors have found anything like the business model described herein currently being offered in the insurance marketplace. Thus, it is unlikely that competition will immediately come from within the insurance industry.

A more likely scenario might be attempts at repetition or copying of our business model. It may be possible for a competitor to come out with something that makes the Company less viable in a particular category. But, considering the size of the overall insurance market and the numerous insurance agencies available for acquisition throughout the United States, there is no indication that significant competitive threats are on the immediate horizon.

Prescription Services

There are numerous U.S. prescription drug providers but management has not found any U.S. company facilitating a “Shop the World” assistance program for U.S. individuals who are un-insured or under-insured for medications. This business plan could be replicated by any company wishing to provide these services. It is doubtful that any U.S. pharmacy would enter into this business model because their profits come from selling medications retail at the highest prices they can get.

On the Internet there are other suppliers around the world. Our research has shown that most of these discount prescription marketing companies do not have the necessary compliance and do not satisfy our standards and customers concerns about the quality of their medications. Our provider has all of the necessary quality practices and is a member of many certification organizations.

OUR MANAGEMENT

Directors, Executive Officers and Key Employees

Our Directors, executive officers and key employees are listed below (also collectively referred to herein as “Management”). The number of Directors is determined by our Board of Directors. All Directors hold office until the next annual meeting of the Board or until their successors have been duly elected and qualified. Officers are elected by the Board of Directors and their terms of office are, except to the extent governed by employment contract, at the discretion of the Board.


Name		Position

Isaac Boutwell		Chairman of the Board of Directors

David Allen		Member Board of Directors

Norman L. Frohreich		President and CEO and Board of Directors member

Trent Oakley		Executive Vice President

Brion Tinsley		Vice President

Deena Madison		Vice President

William Jackson		Vice President

Isaac Boutwell, Director.

Mr. Boutwell is a retired United States Marine Corp Colonel and pilot. Mr. Boutwell owns several multi-million dollar businesses. Mr. Boutwell is also a Director of Republic Theater Group, which owns several multi-screen movie theaters. Mr. Boutwell has been a FullCircle Director for several years and has held the positions of CEO and Chairman in the past.

David Allen, Director.

Mr. Allen is a small business owner and entrepreneur and has been a Director of FullCircle since 2002.

Norman L. Frohreich, President, CEO and CFO.

Mr. Frohreich is currently the President and Chief Executive Officer of FullCircle. Mr. Frohreich is also President of Norlander Information Services, Inc. and operates his own consulting firm providing services to the business community. He has participated in start-up or turn-around assignments with many companies in the past 36 years. Mr. Frohreich holds a degree in Economics from Purdue University with emphasis in financial management, and brings a wealth of experience to FullCircle. Mr. Frohreich stopped his consulting activities in March 2007 to be in a position to work full time with the FullCircle mission.

Mr. Frohreich manages FullCircle Registry, Inc. He is also President, CEO and CFO of FullCircle Prescription Services a holding company. In addition, Mr. Frohreich is President, CEO and CFO of FullCircle Insurance Agency, Inc. a holding company.

Mr. Frohreich has provided the new business plans and the vision to grow the company through the mergers of insurance agencies. Also, Mr. Frohreich has developed the “Shop the World” program in our FullCircleRx program assisting customers to find safe and quality medications at significantly reduced costs.

Mr. Frohreich has developed the web pages content, brochures, tent cards and mailers to previous AMPO customers.

Trent Oakley, Executive Vice President.

Until December 6, 2007, Mr. Oakley was President and Chief Executive Officer of FullCircle. Mr. Oakley has also served as Chief Financial Officer of the Company in the past. Mr. Oakley brings a wealth of experience to the position of Executive Vice President. Prior to joining FullCircle, Mr. Oakley was a marketing representative and sales manager for twenty-three years, contracting his services with various insurance companies, including TransAmerica Life, John Hancock Financial Services and Prudential Financial Services. Mr. Oakley has also completed the General Agency Management Course, which is the industry standard for insurance agency management.

Mr. Oakley previously served as President and CEO of AMPO II, Inc. (American Medical Pharmaceutical Outlet II). AMPO helps indigent individuals obtain their medications free from pharmaceutical companies. Also, AMPO assisted their customers to find discounted medications on an international basis.

Mr. Oakley assists the President in the operations of FullCircle Registry, Inc. Mr. Oakley is also marketing insurance products for the company.

Brion Tinsley, Vice President.

Mr. Tinsley is responsible the operations of FullCircle Prescription Services and assists the President in the operations of FullCircle Registry, Inc.

In December 2008 the Company released the following Form 8-K regarding Mr. Tinsley.

On December 11, 2008, Norman L. Frohreich, President and CEO, and the board of directors appointed Mr. Brion Tinsley to the positions of Vice President of the Company and Vice President of Operations for FCPS. Mr. Tinsley brings a wealth of experience to the Company. Prior to joining the Company, Mr. Tinsley worked in the banking industry for Citizens Fidelity Bank/Trust Company as Vice President of Financial Services. During his 15 year tenure from 1974 to 1989 with Citizens Mr. Tinsley managed Cash Management Services, Retail Lockbox Processing and Bank Processing. Customer banks varied from $50 million in assets to over $2.5 Billion in assets. From 1990 until 2005 Mr. Tinsley owned and managed several businesses, including a prescription drug distribution company. Mr. Tinsley’s distribution business provided prescriptions to nursing homes and individuals in the Commonwealth of Kentucky and distributed prescriptions to individuals nationally for AMPO, LLC. At its height, Mr. Tinsley’s distribution business employed fifteen pharmacists. Mr. Tinsley’s years’ of experience in the prescription drug distribution business is a welcome addition to the Company’s expansion of its business in that area.

Deena Madison, Vice President

Ms. Madison has accepted the position of Vice President, FullCircle Insurance Agency, Inc and Vice President of FullCircle Registry, Inc. Deena brings excellent knowledge and experience in the Insurance Industry, the Medical Industry and the Financial Services Industry.

Ms. Madison’s most recent experience was managing agents and agencies for Pyramid Life Insurance Company. She has also worked for Sterling Life, GE Medical Systems, University of Louisville Hospital, Humana Inc., and Edward Jones Investments. While at Pyramid Life she managed and supervised 20 offices with 170 agents nationwide. While at Sterling Life she was a Field Sales Manager. She also has experience managing her own Insurance Agency with a book of business of 300 clients. Ms. Madison has conducted large national sales and management meetings, is experienced in meeting web casting, and has conducted training in Medicare and other Insurance products.

Ms. Madison will be responsible for launching the agency acquisition project as soon as were are funded. She will also be helping and assisting the VP Operations of FullCircle Prescription Services bringing in dual agents and blending the synergies of the two companies.

William M. Jackson, Vice President Agency Management.

Mr. Jackson has been an independent insurance agent since 1986. Most of his experience has been with life and health products. Mr. Jackson has also focused on Group and Employee benefits to include Life, Health, Dental, Vision, and Disability for both fully-insured and self-funded programs. Bill also deals with Commercial policies to include General Liability, Property and Workman’s Comp. Mr. Jackson has many years of experience in upper management as a Vice President of Manufacturing, Chief Engineer and Plant Manager from 1968 - 1986. Mr. Jackson holds a Bachelors of Science Degree in Industrial Engineering from Memphis State University. Mr. Jackson served our country in the Air Force as a captain during the Vietnam Conflict.

In December 2008, our Vice President of Operations Jimm Axline, passed away after a short illness. Mr. Axline has been replaced by Brion Tinsley.

COMPENSATION OF OFFICERS AND DIRECTORS

The Directors receive no compensation for their services. The following table lists the compensation received by our Officers for YTD March 31, 2009, 2008 and 2007.


Name	Position	Year	Salary	Stock	Other	Total

Isaac Boutwell	Chairman	2009	-	-	-	-

Isaac Boutwell	Chairman	2008	-	-	-	-

Isaac Boutwell	Chairman	2007	-	-	-	-

Dave Allen	Director	2009	-	-	-	-

Dave Allen	Director	2008	-	-	-	-

Dave Allen	Director	2007	-	-	-	-

Norman Frohreich	Dir/CEO/CFO	2009	-	-	-	-

Norman Frohreich	Dir/CEO/CFO	2008	6,408	-	-	6,408

Norman Frohreich	Dir/CEO/CFO	2007	-	-	-	-

Trent Oakley (1)(2)	Executive VP	2009	-	-	146	146

Trent Oakley (1)(2)	Executive VP	2008	18,712	8,000	38,767	65,479

Trent Oakley (3)(4)	President & CEO	2007	30,000	5,200	22,426	57,626

Brion Tinsley(7)	VP Operations FCPS	2009	-	-	-	-

Brion Tinsley(7)	VP Operations FCPS	2008	-	-	-	-

James Axline (5)	VP Operations	2008	12,232	-	-	12,232



William Jackson (6)	VP Agency Mgt	2009	-	-	-	-

William Jackson (6)	VP Agency Mgt	2008	13,000	1,000	-	14,000

Deena Madison (8)	VP Operations FCIA	2009	-	-	-	-

Deena Madison (6)	Agent	2008	-	1,000	-	1,000

1. Trent Oakley was compensated with 200,000 restricted shares of common stock for services in 2008. The value of the shares is the closing price of the stock on the day they were ordered.

2. Trent Oakley received commissions on his insurance sales in 2008.

3. Trent Oakley was compensated with 160,000 restricted shares of common stock for services in 2007.

4. Trent Oakley received commissions on his insurance sales in 2007.

5. Deceased in December 2008.

6. William Jackson and Deena Madison received 25,000 restricted shares of common stock for services in 2008.

7. New V ice President Operations for FullCircle Prescription Services, Inc. in December 2008 replacing Jimm Axline.

8. New Vice President Operations for FullCircle Insurance Agency, Inc. in 2009.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth as of December 31, 2008, the name and shareholdings of each person known to us that either directly or beneficially holds more than 5% of our 77,970,573 issued and outstanding shares of common stock, par value $.001. The company has no knowledge of any change in holdings in the following list at the date of this filing in 2009. The table also lists the name and shareholdings of each director and of all officers and directors as a group. Except as otherwise indicated, the persons named in the table have sole voting and dispositive power with respect to all shares beneficially owned, subject to community property laws where applicable.


		Number of Shares
Name and Address	Title of Class	Beneficially Owned	% of Shares

Isaac Boutwell (1)(3)	Common	10,199,835	13.08%

Alec Stone (5)	Common	4,581,579	5.88%

Norman Frohreich (1)(2)(6)	Common	2,931,240	3.76%

Trent Oakley (2)	Common	1,261,672	1.62%

Brion Tinsley (2)	Common	623,397	.80%

David E. Allen (1)	Common	102,967	0.13%

Deena Madison (2)	Common	25,000	.03%

All Executive Officers,	Common	19,725,690	25.30%
Directors and major
Shareholders as a group
(5persons)

(1) Director

(2) Officer

(3) Includes 390,000 shares attributable to Isaac Boutwell’s family members

(5) Stockholder with over 5% of the outstanding shares

(6) Includes 2,798,940 shares attributable to family members of Norman Frohreich.

Employees, contractors, agents, and agreements

The Company currently has five employees, six independent contractors, thirty-seven agents and four company agreements.

Sale of Stock Pursuant to this Offering

For details of the distribution of the preferred class B stock see the “Plan of Distribution and Terms of Offering” section.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Unless otherwise noted, the following shares were issued to an accredited investor in a private transaction exempt under Rule 506 of Regulation D promulgated under Section 4(2) of the Securities Act of 1933, as amended.

During the year ending December 31, 2008, in an effort to secure additional operating capital, and to pay down accounts payable and notes payable, the Company borrowed $150,000, with Promissory Notes from two stockholders of the Company. These Notes, together with interest accrued thereon at the rate of two percent (2%) per annum, shall become due and payable in one lump sum on December 31, 2010. The Note was issued pursuant to an exemption from registration under Regulation S of the Securities Act of 1933, as amended.

The company currently has commitments for additional Promissory Notes.

In January 2008, 100,000 shares were issued for services at the rate of .04 per share. In April 2008, 2,000,000 shares were issued for cash at the rate of .04 per share. Two notes totaling $70,000 plus interest were paid. In June 2008, 175,000 shares were issued for services at the rate of .04 per share. In July 2008, 25,000 shares were issued for services at the rate of .04 per share. In October 2008 307,000 shares were issued for services at .011 per share. In October 2008 1,166,667 shares were issued for operating capital at .03 per share. In December 2008 2,500,000 shares were issued for operating capital at .02 per share.

In February 2007, the Company issued 2,000,000 shares of common stock at $0.01 per share. Also, in February the Company issued 123,452 shares of common stock valued at $0.01 per share for services. In March 2007, the Company issued 269,000 shares of common stock valued at $0.01 per share for services. In October 2007 146,000 shares were issued for services at .04 per share. In December 2007 14,681,414 shares were returned to treasury by our two largest stockholders to provide the shares to fund the new business plans. In December 2007 a $10,000 note was converted into 500,000 shares at .02 per share.

LEGAL PROCEEDINGS.

The Company’s attorneys were notified on May 15, 2008 that the Company had been named as a party in a lawsuit against AMPOII, LLC. Legal discovery has been ongoing. The Company takes the position that the plaintiffs’ claims against the Company are without merit. The Company is currently seeking to resolve this matter accordingly. Legal counsel asserts that it is still too early to determine the likelihood of an unfavorable outcome or an amount or range of potential loss, therefore, the Company has not accrued for a contingent liability per the provisions of SFAS No. 5 “Accounting for Contingencies.”

LEGAL MATTERS

The validity of our class B preferred stock offered hereby will be passed upon by the law firm of Lynch, Cox, Gilman & Mahan, PSC. Lynch, Cox, Gilman & Mahan, PSC is acting as our legal counsel in this Offering.

EXPERTS

The audited financial statements of FullCircle Registry, Inc. at December 31, 2008 and for each of the years in the two-year period ended December 31, 2007, have been included herein in reliance upon the report of Chisholm, Bierwolf & Nilson, LLC, independent registered public accountants, included elsewhere in this prospectus, and upon the authority of said firm as experts in accounting and auditing.

R. Lee Shannon, PSC, an independent accountant, is providing our internal audits and financial statements.

Potter & Company, LLP, independent Certified Public Accountants were engaged to provide our database valuation. Potter & Company is an independent member firm of Moore Stephens International Limited.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

During the two most recent fiscal years, we have had no disagreements with Chisholm, Bierwolf & Nilson, LLC, our independent auditor, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.

WHERE YOU CAN FIND MORE INFORMATION

At your request, we will provide you, without charge, a copy of any exhibits to our registration statement incorporated by reference in this prospectus. If you want more information, write or call us at:

FullCircle Registry, Inc.

161 Alpine Drive

Shelbyville, Kentucky 40065

(502) 410-4500

We are subject to the informational requirements of the Securities Exchange Act of 1934 and as required by the Exchange Act we file reports, proxy statements and other information with the SEC. Reports, proxy statements and other information filed by us may be inspected and copied at the Public Reference Room, maintained by the SEC, at 100 F Street, NE, Room 1580, Washington, DC 20549. You may obtain information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a website (http://www.sec.gov.) that contains additional information about us.

The following reports filed with the SEC are incorporated by reference into this Prospectus:

Our annual report on Form 10-K for the year ended December 31, 2008, filed with the SEC on April 3, 2009;

All other reports filed with the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act since December 31, 2007.

These reports contain important information about FullCircle Registry, Inc. and our financial condition.

FullCircle Registry, Inc.

Consolidated Financial Statements

In the opinion of management, the accompanying financial statements of FullCircle Registry, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America for the periods described therein. The financial statements reflect, in the opinion of management, all adjustments, which are of a normal and recurring nature, necessary for a fair presentation of the results for such periods.



Table of Contents	Page

Report of Independent Registered Public Accounting Firm	F-2

Consolidated Balance Sheets	F-3

Consolidated Statements of Operations	F-4

Consolidated Statements of Cash Flows	F-5

Consolidated Statements of Stockholders’ Deficit	F-6

Notes to Consolidated Financial Statements	F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

FullCircle Registry, Inc.

We have audited the accompanying consolidated balance sheets of FullCircle Registry, Inc. (a Nevada Corporation) as of December 31, 2008 and 2007, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the PCAOB (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of FullCircle Registry, Inc. and subsidiaries at December 31, 2008 and 2007, and the consolidated results of its operations and cash flows for the periods then ended in conformity with, accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that FullCircle Registry, Inc. will continue as a going concern. As discussed in Note 3 to the financial statements, FullCircle Registry, Inc. has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about the company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Chisholm, Bierwolf, Nilson & Morrill, LLC

Chisholm, Bierwolf, Nilson & Morrill LLC

Bountiful, Utah

April 3, 2009

F-2

FullCircle Registry, Inc.

Consolidated Balance Sheets


ASSETS
					December 31,		December 31,
					2008		2007
Current assets:

	Cash		$		22,331	$	10,068

		Total Current Assets			22,331		10,068

Other assets:

	Customer database and software, net				356,454		368,746

		Total other assets			356,454		368,746

		Total assets	$		378,785	$	378,814
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:

	Accounts payable		$	76,690		$	71,271
	Accrued interest			84,198			49,065
	Accrued expenses			3,595			20,259
	Notes payable			105,000			115,000
	Notes payable-related party			248,563			308,563

		Total current liabilities		518,046			564,158

Long term liabilities:

	Notes payable-related party			150,000			-

		Total long term liabilities		150,000			-

Total liabilities				668,046			564,158

Stockholders deficit:

	Preferred stock, authorized 5,000,000 shares of $.001 par value, issued and outstanding 20,000			20			20
	Common stock, authorized 200,000,000 shares of $.001 par value, issued and outstanding 77,970,573 and 71,696,906 shares, respectively			77,971			71,698
	Additional paid-in capital			7,009,821			6,835,717
	Accumulated deficit			(7,377,073)			(7,092,779)

		Total Stockholders' deficit		(289,261)			(185,344)

Total liabilities and stockholders' deficit			$	378,785		$	378,814

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

F-3

FullCircle Registry, Inc.

Consolidated Statements of Operations


			For the Years
			Ended December 31,
			2008		2007

Revenues		$	113,313	$	67,303

Cost of sales			74,986		46,319

Gross profit			38,327		20,984

Operating expenses

	Selling, general & administrative		283,471		108,706

	Total operating expenses		283,471		108,706

Operating loss			(245,144)		(87,722)

Other income (expense)

	Gain on settlement of debt		2,719		22,144

	Gain on settlement of litigation		-		21,975

	Interest expense		(41,869)		(38,194)

	Total other income (expense)		(39,150)		5,925

Net loss before income taxes			(284,294)		(81,797)

Income taxes			0.00		0.00

Net loss		$	(284,294)	$	(81,797)

Net loss per share		$	(0.00)	$	(0.00)

Weighted average shares outstanding			73,683,786		84,395,868

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

F-4

FullCircle Registry, Inc.

Consolidated Statements of Cash Flows


				For the Years
				Ended December 31,
				2008		2007
Cash flows from operating activities

	Net loss		$	(284,294)	$	(81,797)

	Adjustments to reconcile net loss to net cash
		Depreciation & amortization		12,292		11,112
		Stock issued for services		15,377		16,835
		Gain on settlements of accounts payable		(2,719)		(22,144)
	Change in assets and liabilities
		Increase (decrease) in accounts payable		8,138		(9,273)
		Increase (decrease) in accrued interest		35,133		17,648
		Increase (decrease) in accrued expenses		(16,664)		(58,310)
	Net cash used by operating activities			(232,737)		(125,929)

Cash flows from investing activities
	Net cash provided by investing activities			-		-

Cash flows from financing activities
	Proceeds from notes payable - related party			150,000		165,600
	Proceeds from notes payable			-		20,000
	Payments on notes payable			(70,000)		(50,176)
	Proceeds from sale of stock			165,000		-
	Net cash provided by financing activities			245,000		135,424

	Net increase in cash			12,263		9,495

Cash and cash equivalents at beginning of year				10,068		573

Cash and cash equivalents at end of year			$	22,331	$	10,068

Supplemental cash flow information

Cash paid for:

	Interest		$	6,737	$	19,344
	Taxes			-		-

Non-cash transactions

	Stock issued for notes payable and accrued interest		$	-	$	30,000
	Stock issued for services		$	15,377	$	16,835

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

F-5

FullCircle Registry, Inc.

Consolidated Statements of Stockholders’ Deficit

For the Years Ended December 31, 2008 and 2007


					Additional
	Preferred Stock		Common Stock		paid-in	Accumulated
	Shares	Amount	Shares	Amount	Capital	Deficit
Balance December 31, 2006	20,000	$20	83,339,868	$83,341	$6,777,239	$(7,010,982)

Stock issued for conversion of notes payable at .01 per share	-	-	2,000,000	2,000	18,000	-

Stock issued for conversion of notes payable at .02 per share	-	-	500,000	500	9,500	-

Stock issued for services at .031 per share	-	-	538,452	538	16,297	-

Shares returned and cancelled by shareholders	-	-	(14,681,414)	(14,681)	14,681	-

Net Loss for the year ended December 31, 2007	-	-	-	-	-	(81,797)

Balance, December 31, 2007	20,000	20	71,696,906	71,698	6,835,717	(7,092,779)

Stock issued for Services at .04 per share	-	-	300,000	300	11,700	-

Stock issued for Services at .011 per share	-	-	307,000	307	3,070	-

Stock issued for $80,000 cash at.04 per share to retire two notes	-	-	2,000,000	2000	78,000	-

Stock issued for $35,000 for cash at .03 per share	-	-	1,166,667	1166	33,834	-

Stock issued for $50,000 for cash at .02 per share	-	-	2,500,000	2500	47,500	-

Net Loss for the year ended December 31, 2008	-	-	-	-	-	(284,294)

Balance, December 31, 2008	20,000	$20	77,970,573	$77,971	$7,009,821	$(7,377,073)

F-6

FullCircle Registry, Inc.

For Year Ending December 31, 2008, and December 31, 2007

Notes to Consolidated Financial Statements

NOTE 1. SIGNIFICANT ACCOUNTING POLICIES

a. Organization

FullCircle Registry, Inc. (the Company), formerly Excel Publishing, Inc., (Excel) was incorporated on June 7, 2000 in the State of Nevada. On April 10, 2002, the Company merged with FullCircle Registry, Inc. a private Delaware corporation (FullCircle). Per the terms of the agreement, Excel agreed to deliver 12,000,000 shares of the Company’s common stock to the shareholders of FullCircle in exchange for 100% of FullCircle’s shares. The merger was treated as a reverse merger with FullCircle being the accounting acquirer; therefore, all historical financial information prior to the acquisition date is that of FullCircle. Pursuant to the merger, the Company changed its name from Excel Publishing, Inc. to FullCircle Registry, Inc.

FullCircle Registry, Inc., was incorporated as WillRequest.com, Inc. under the laws of the State of Delaware on January 20, 2000. In July 2000, the Company changed its name from WillRequest.com, Inc. to FullCircle Registry, Inc. The Company was formed to provide a digital safe deposit box for vital medical and legal information of its customers. The Company is currently focusing on raising capital to develop its operations.

In July of 2002 the Company issued 75,000 shares of common stock to acquire 100% of the shares of Electronic Luminescent Technologies, Inc. (“ELTI”) a Florida Corporation. ELTI was in possession of a license agreement for a “Bicycle Illumination System”. Subsequent to the merger, ELTI transferred its interest in the license for 1,000,000 shares (a 10% interest) in GloTech Industries. GloTech was merged into Inter-Asia and the stock of Inter-Asia was sold in 2006 for cash to cover expenses.

On October 10, 2002 the Company issued 210,000 shares of common stock for all issued and outstanding stock of Spoken Data Technologies, a Florida corporation (SDT). SDT is in possession of text-to-voice software technology developed by the University of New Brunswick. The Company intends to incorporate this technology with its digital medical and legal information database.

Also on October 10, 2002 the Company issued 6,000,000 shares of common stock and a $500,000 note payable for all issued and outstanding shares of Paradigm Solutions Group, LLC. (Paradigm), a Delaware Limited Liability Company. Paradigm promotes the HEalthier Plan, a medical reimbursement plan designed to assist employers in utilizing qualified IRS tax-free medical reimbursement programs. On July 29, 2003 the Company entered into a sales agreement for its wholly-owned subsidiary, Paradigm. Pursuant to the agreement, the 6,000,000 shares of common stock originally issued by the Company for the acquisition of Paradigm were returned to the Company and canceled.

On December 20, 2002 the Company issued 462,000 shares of common stock for all of the issued and outstanding shares of AskPhysicians.com, Inc. (APC), a Florida corporation. APC possesses a website where the public can ask questions of a physician and receive online advice.

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.

We have formed two new subsidiaries to begin to formulate the expansion of the new insurance business model and the growth of FullCircle Registry, Inc. FullCircle Prescription Services, Inc. and FullCircle Insurance Agency, Inc. were formed in 2008. The details of these companies and plans are identified in the section Item 1. Description of Business.

F-7

FullCircle Registry, Inc.

For Year Ending December 31, 2008, and December 31, 2007

Notes to Consolidated Financial Statements

b. Accounting Method & Revenue Recognition

The Company's policy is to use the accrual method of accounting to prepare and present financial statements which conform to generally accepted accounting principles (“GAAP”). The Company recognizes income and expenses on the accrual basis of accounting. Revenue is recognized for the performance of providing goods, services or other rights to customers. When evidenced by an arrangement of a purchase order or contract, delivery has occurred of a service and collection of funds has occurred, revenue is recognized at that time on the records of the company. The Company has chosen a fiscal year end of December 31.

Insurance sales, especially larger life insurance and estate planning events, require considerable investment in time and expenses to convert this work into commissionable sales. We have policies in motion and prospects in motion but in many instances the time from the initial contact, to the completion of the sale and to the funding of the commission may take three to six months before revenues can be recognized. Medical exams, underwriting reviews and policy audits are time consuming. Once policies are approved, there is a two to four week delay in receiving funds.

c. Capital Structure

In accordance with Statement of Financial Accounting Standards No. 129, “Disclosure of Information about Capital Structure,” the Company’s capital structure is as follows:

Preferred stock, authorized 5,000,000 shares of $.001 par value, issued and outstanding 20,000. The preferred shares have no voting rights. There is no publicly traded market for our preferred shares.

Common stock, authorized 200,000,000 shares of $.001 par value, issued and outstanding 77,970,573 on December 31, 2008 and 71,696,906 on December 31, 2007. The common stock has one vote per share. The common stock is traded on the OTCBB under the symbol FLCR.

The Company has not paid, nor declared, any dividends since its inception and does not intend to declare any such dividends in the foreseeable future. The Company's ability to pay dividends is subject to limitations imposed by Nevada law. Under Nevada law, dividends may be paid to the extent that the corporation's assets exceed its liabilities and it is able to pay its debts as they become due in the usual course of business.

d. Earnings (Loss) Per Share

The computation of earnings per share of common stock is based on the weighted average number of shares outstanding at the date of the consolidated financial statements.


Earnings (Loss) Per Share

		For the 12 Months
		Ended December 31,
		2008		2007

Net loss	$	(284,294)	$	(81,797)

Net loss per share	$	(0.00)	$	(0.00)

Weighted average shares outstanding		73,683,786		84,395,983

F-8

FullCircle Registry, Inc.

For Year Ending December 31, 2008, and December 31, 2007

Notes to Consolidated Financial Statements

Outstanding common stock warrants of 18,000,000 have not been considered in the fully diluted loss per share calculation for the year ended December 31, 2006 due to their anti-dilutive effect. The warrants were not included in the December 31, 2007 calculation because all warrants were cancelled during the year ended December 31, 2007. As such, the Company had no common stock equivalents.

e. Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents.

f. Provision for Income Taxes

We have adopted FASB 109 to account for income taxes. We currently have no issues which create timing differences that would mandate deferred tax expense. Net operating losses would create possible tax assets in future years, but due to the uncertainty as to the utilization of net operating loss carry forwards, a valuation allowance has been made to the extent of any tax benefit that net operating losses may generate.

No provision for income taxes has been recorded due to net operating loss carry-forwards totaling approximately $7,377,073 that may be offset against future taxable income. These NOL carry-forwards begin to expire in the year 2020. No tax benefit will be recorded until the Company generates taxable income.

Deferred tax assets and the valuation account are as follows at December 31, 2008 and December 31, 2007:


		2008		2007

Deferred tax asset:
NOL carryforward	$	2,508,000	$	2,383,000

Valuation allowance		(2,508,000)		(2,383,000)

Total deferred tax asset:	$	-	$	-

The components of current income tax expense are as follows:


		2008		2007

Current federal tax expense	$	-	$	-

Current state tax expense		-		-

Change in NOL benefits		125,000		115,000

Change in valuation allowance		(125,000)		(115,000)

Income tax expense	$	-	$	-

g. Use of Estimates in the Preparation of Consolidated Financial Statements

The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and expenses during the reporting period. In these Consolidated Financial Statements, assets, liabilities and expenses involve extensive reliance on management’s estimates. Actual results could differ from those estimates.

F-9

FullCircle Registry, Inc.

For Year Ending December 31, 2008, and December 31, 2007

Notes to Consolidated Financial Statements

h. Property and Equipment

Expenditures for property and equipment and for renewals and betterments, which extend the originally estimated economic life of assets or convert the assets to a new use, are capitalized at cost. Expenditures for maintenance, repairs and other renewals of items are charged to expense. When items are disposed of, the cost and accumulated depreciations are eliminated from the accounts, and any gain or loss is included in the results of operations.

The provision for depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Depreciation expense for the periods ended December 31, 2008 and 2007 is $-0- and $11,112 respectively.

i. Principles of Consolidation

For the years ended December 31, 2008 and 2007, the consolidated financial statements include the books and records of FullCircle Registry, Inc., Spoken Data Technologies and AskPhysicians.com, Inc. All inter-company transactions and accounts have been eliminated in the consolidation.

j. Fair Value of Financial Instruments

Statement of Financial Accounting Standards No. 107, “Disclosures About Fair Value of Financial Instruments,” requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts receivable, accounts payable and short-term borrowings, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments.

k. Concentration of Risk

Financial instruments which potentially subject the Company to concentrations of credit risk are cash and marketable securities. The Company places its cash with financial institutions deemed by management to be of high credit quality. The amount on deposit in any one institution that exceeds federally insured limits is subject to credit risk. All of the Company’s investment in marketable securities are considered “available-for-sale” and are carried at their fair value, with unrealized gains and losses (net of income taxes) that are temporary in nature recorded in accumulated other comprehensive income (loss) in the accompanying balance sheets. The fair values of the Company’s investments in marketable securities are determined based on market quotations.

l. New Technical Pronouncements

In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, (“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. We are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have material effect on our consolidated financial position and results of operations if adopted.

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60”. SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

F-10

FullCircle Registry, Inc.

For Year Ending December 31, 2008, and December 31, 2007

Notes to Consolidated Financial Statements

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOB’s amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities”, an amendment of FASB Statement No. 133. SFAS 161 requires entities utilizing derivative instruments to provide qualitative disclosures about their objectives and strategies for using such instruments as well as details of credit-risk-related contingent features contained within derivatives. SFAS 161 also requires entities to disclose additional information about the amounts and location of derivatives located within the financial statements, how the provisions of SFAS No. 133 have been applied and the impact that hedges have on an entity’s financial position, financial performance and cash flows. SFAS No. 161 is effective for fiscal years and interim periods beginning after November 15, 2008. Early application is encouraged. The Company does not have or utilize any derivative instruments and/or hedging activities and therefore SFAS 161 is not expected to have an impact on the Company’s financial statements.

In December 2007 the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51 (“SFAS 160”). SFAS 160 will change the accounting and reporting for minority interests which will be recharacterized as noncontrolling interests and classified as a component of equity. This new consolidation method will significantly change the accounting for transactions with minority interest holders. SFAS 160 is effective for us on January 1, 2009 and is not expected to have a material effect on our consolidated financial statements.

In December 2007 the Financial Accounting Standards Board (“FASB”) issued SFAS No. 141(R), “Business Combinations” (“SFAS 141R”). SFAS 141R establishes the principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired. SFAS 141R also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. SFAS 141R is effective for us on January 1, 2009, and is not expected to have a material effect on our consolidated financial statements.

In February 2007 the FASB issued SFAS No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities,” including an amendment of FASB Statement No. 115 (“SFAS 159”). SFAS 159 permits companies to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value, and establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. SFAS 159 is effective for us on January 1, 2008, and is not expected to have a material effect on our consolidated financial statements.

m. Intangible Assets

The Company accounts for intangible assets in accordance with SFAS No. 142, “Goodwill and Other Intangible Assets” which requires that intangible assets with definite lives to be amortized on a straight-line basis over the determined useful life of the asset. The management determined that the useful life was 15 years. Consequently the Company began amortizing the 68,000 customer database on a straight-line 15 year schedule on July 1, 2008. In 2008 the company amortized $12,292 for our database. No amortization expense was recorded in December 31, 2007 for the customer database.

During the years ended December 31, 2008 and 2007, the Company performed an internal review of its intangible assets and determined that no impairment charge for intangible assets was required.

F-11

FullCircle Registry, Inc.

For Year Ending December 31, 2008, and December 31, 2007

Notes to Consolidated Financial Statements

NOTE 2. FORGIVENESS OF ACCOUNTS PAYABLE AND LEGAL SETTLEMENT

On July 10, 2006 a complaint was filed by the Company against Winmar Company, Inc. as Trustee regarding an office lease agreement for premises previously housing the Company’s business at PNC Plaza, 500 West Jefferson St., 23^rd Floor, Louisville, KY 40202. The Complaint was filed in the Jefferson Circuit Court and amended on March 6, 2007, Case Number 06-CI-5994. The complaint stipulates that Winmar over-charged the Company for the space and requests a judgment for the amount of overpayment and damages. During 2007, the suit was completed and the court awarded the Company with judgment of $21,975. The amount has been recognized in the statements of operations for the year ended December 31, 2007.

During the years ending December 31, 2008 and 2007 the Company reviewed its outstanding accounts payable listings and negotiated reductions. In 2008 we realized a gain of $2,719 and in 2007 a gain of $22,144 was realized. These amounts have been recorded in the Company’s statements of operations.

NOTE 3. GOING CONCERN

The accompanying Consolidated Financial Statements have been prepared assuming that the Company will continue as a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has suffered recurring losses, negative working capital and is dependent upon raising capital to continue operations. The Company has incurred losses resulting in an accumulated deficit of $7,377,073and $7,092,779 as of December 31, 2008 and December 31, 2007 respectively.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. It is management’s plan to generate additional working capital by increasing revenue as a result of new sales and marketing initiatives and by raising additional capital from investors.

Management's plans with regards to these issues are as follows:

Expanding revenues by purchasing, or otherwise acquiring, independent insurance agencies.

Expanding revenues by finding new customers who can benefit by utilizing the Company’s information retrieval service.

Using the 68,000 name prescription customer database to provide the foundation of the FullCircle Prescription Service business.

Attracting contractors and agents to independently market our prescription services.

Locating and working with new company partners who will provide additional similar product. Developing additional synergies to work with these companies allowing access to our database for marketing their products. In return these companies would market our products within their organizations.

Raising new investment capital, either in the form of equity or loans, sufficient to meet the Company's operating expenses until the revenues are sufficient to meet operating expenses on an ongoing basis.

Management is continuing the process of renegotiating outstanding long and short-term obsolete debt. Presently, the Company cannot ascertain the eventual success of management's plans with any degree of certainty. No assurances can be given that the Company will be successful in raising immediate capital or that the Company will achieve profitability or positive cash flows.

F-12

FullCircle Registry, Inc.

For Year Ending December 31, 2008, and December 31, 2007

Notes to Consolidated Financial Statements

NOTE 4. NOTES PAYABLE


The Company's notes payable obligations, both related party and unrelated,
are as follows for the period ending December 31, 2008 and December 31, 2007:

			December 31, 2008		December 31, 2007

Notes payable related parties current liabilities

	Notes payable to various shareholders and officers bears Interest at 8.0% per annum principal and interest due on demand	$	25,000	$	70,000

	Notes payable to various shareholders and officers bears Interest at 10.0% per annum principal and interest due on demand		223,564		223,564

	Notes Payable to various shareholders and officers bears Interest at 12.0% per annum principal and interest due on demand		-		15,000

Total notes payable related parties current liabilities			248,564		308,564

Notes payable - other current liabilities

	Notes payable to various individuals bears Interest at 8.0% per annum principal and interest due on demand		65,000		60,000

	Notes payable to various individuals bears Interest at 12.0% per annum principal and interest due on demand		40,000		55,000

Total Notes Payable - Other Current Liabilities			105,000		115,000

Total current liabilities - notes			353,564		423,564

Notes payable related parties long-term liabilities

	Notes payable to various shareholders bears interest at 2%per annum principal and interest due on December 31, 2010		150,000		-

Total long-term liabilities - notes			150,000		-

Total liabilities notes		$	503,564	$	423,564

There are no long-term liabilities other than notes payable listed above.

F-13

FullCircle Registry, Inc.

For Year Ending December 31, 2008, and December 31, 2007

Notes to Consolidated Financial Statements

Included in the Notes Payable – Related party for 2007 is the assumption of the $50,000 note to Norlander Information Services, Inc., from AMPO II.

Accrued interest on these notes on December 31, 2008 was 84,198 and accrued interest on these notes on December 31, 2007 was $49,065.

Future minimum principal payments on notes payable are as follows:


2009	$	353,564
2010	$	150,000
2011 and after	$	-
Total Liabilities-Notes	$	503,564

NOTE 5. RELATED PARTY

Our officers, directors, and shareholders made the following loans to the company during 2007 and 2008:

The Company received advances from officers and shareholders during the 2008 year for operating needs. The balance of the notes payable to related parties was $398,563 and $308,563 as of December 31, 2008 and 2007, respectively. Our officers, directors and shareholders made the following loans to the company during 2008.

NOTE 6. COMMITMENTS AND CONTINGENCIES

Our principal executive offices are located at 161 Alpine Drive, Shelbyville, KY 40165. The facility consists of approximately 1,200 square feet of office space, leased for $750 per month. Our original lease expired on September 15, 2007 and due to high vacancies in the area we have elected to maintain a verbal month-to-month agreement. We will need to find additional office space once our new plans are funded.

NOTE 7. INTANGIBLE ASSETS

During September 2005 the Company entered an agreement with American Medical Pharmaceutical Outlet II, Inc. (AMPO II), wherein the Company would issue 1,500,000 shares of common stock and up to $150,000 over a six-month period in return for a 50% interest in AMPO II. The Company has accounted for the value of the shares and the cash advanced as an investment accounted for under the equity method. The Company records its interest in the net income or loss of AMPO II through an entry to the statement of operations and an offsetting entry to the value of the investment. The amount of funds invested in AMPO for 2006 was $93,900. The total investment in AMPO II at the end of the year 2006 was $318,746 compared to $224,846 total amount invested at the end of the year 2005.

In 2007 the Company assumed a note payable to Norlander Information Services in the amount of $50,000 which increased the investment amount in AMPO II. The total investment in AMPO II on December 31, 2007 was $368,746. Also during 2007, AMPO II ceased its operations and discontinued its business. As part of the investment, the Company was transferred the exclusive rights to the AMPO II database of customers. The Company has recorded this as an intangible asset for the amount the Company had invested in AMPO II, Inc., that will be amortized over a 15 year useful life according to SFAS No. 142, “Goodwill and Other Intangible Assets” which establishes new standards for the treatment of goodwill and other intangible assets. In July, 2008 the customer database was put into service and we began amortizing it at a rate of $6,146 per quarter.

In September of 2008 the Company engaged the firm of Potter and Company, LLP to perform a valuation of our 68,000 customer database. On January 26, 2009 the valuation was provided showing the value of the database asset to be $541,332 which exceeds our book value of $368,746, less accumulated depreciation of $12,292. Therefore, no impairment is determined at the end of December 31. 2008.

F-14

FullCircle Registry, Inc.

For Year Ending December 31, 2008, and December 31, 2007

Notes to Consolidated Financial Statements

NOTE 8. WARRANTS

The following table summarizes the changes in warrants outstanding and the related prices for the shares of the Company’s common stock issued to non-employees of the Company. These warrants were granted in lieu of cash compensation for convertible debt.


			Weighted Average
	Number of Shares		Exercise Price

Outstanding at January 1, 2007	18,000,000	$	0.075
Granted
Exercised	-		-
Cancelled	(18,000,000)	$	0.075
Outstanding at December 31, 2007	-		-
Exercisable at December 31, 2007	-		-
Granted	-		-
Exercised	-		-
Cancelled	-		-
Outstanding at December 31, 2008	-		-
Exercisable at December 31, 2008	-		-

NOTE 9. STOCKHOLDERS EQUITY

During the year ended December 31, 2007, the Company issued an aggregate amount 2,500,000 shares of the Company’s common stock for the conversion of $30,000 in notes payable. The shares were issued at a value of between $0.01 (2,000,000 shares) and $0.02 (500,000 shares) per share.

During 2007, the Company issued 538,452 shares of the Company’s common stock for services rendered in behalf of the Company. Accordingly, $538 and $16,297 has been charged to common stock and additional paid-in-capital, respectively.

On August 10, 2007, Alec Stone, Chairman of the Company’s Board of Directors, and Isaac Boutwell, former CEO and current Board Member, each surrendered 50% of their personal share holdings to the Company’s treasury for no consideration. In an effort to improve shareholder equity and stockholder confidence, these two directors and significant shareholders have surrendered 14,681,414 shares. The shares have been returned to the Company and have been cancelled. Also, 10,000,000 shares are reserved for the purpose of supporting the Preferred Share Offering.

During the March quarter 2008, the Company issued 100,000 shares to Trent Oakley for services at .04 per share.

During the June quarter 2008, the Company issued 100,000 restricted shares to Trent Oakley for services at .04 per share.

During the June quarter 2008, the Company issued 100,000 restricted shares for services for four new agents at .04 per share.

During the June quarter 2008, the Company issued 2,000,000 restricted shares for $80,000 cash for operating capital to a related party, a shareholder, at .04 per share. The funds were used to satisfy two notes for cash in the amount of $70,000 in principal and $4,337 in accrued interest.

In October 2008 the Company issued 307,000 restricted shares for services at .011 per share.

In October 2008 the Company issued 1,666,667 shares for cash for operations at .03 per share.

In December 2008 the Company issued 2,500,000 shares for cash for operations at .02 per share.

F-15

PART II

ITEMS NOT REQUIRED IN PROSPECTUS

Item 10. Other Expenses of Issuance and Distribution.

The following table sets forth an itemization of all estimated expenses, all of which we will pay, in connection with the issuance and distribution of the securities being registered hereunder:

Nature of Expense

Amount

SEC Registration Fee

$ 39.30

Accounting fees and expenses

$ 24,000.00*

Legal fees and expenses

$ 5,000.00*

Printing

$ 2,500.00*

Miscellaneous

$ 2,000.00*

Total

$ 35,539.30*

* These costs have been estimated.

Item 11.

Indemnification of Officers and Directors.

The Nevada Revised Statutes provide that a corporation may indemnify its officers and directors against expenses actually and reasonably incurred in the event an officer or director is made a party or threatened to be made a party to an action (other than an action brought by or in the right of the corporation as discussed below) by reason of his or her official position with the corporation provided the director or officer (1) is not liable for the breach of any fiduciary duties as a director or officer involving intentional misconduct, fraud or a knowing violation of the law or (2) acted in good faith and in a manner he or she reasonably believed to be in the best interests of the corporation and, with respect to any criminal actions, had no reasonable cause to believe his or her conduct was unlawful. A corporation may indemnify its officers and directors against expenses, including amounts paid in settlement, actually and reasonably incurred in the event an officer or director is made a party or threatened to be made a party to an action by or in the right of the corporation by reason of his or her official position with the corporation, provided the director or officer (1) is not liable for the breach of any fiduciary duties as a director or officer involving intentional misconduct, fraud or a knowing violation of the laws or (2) acted in good faith and in a manner he or she reasonably believed to be in the best interests of the corporation. The Nevada Revised Statutes further provides that a corporation generally may not indemnify an officer or director if it is determined by a court that such officer or director is liable to the corporation or responsible for any amounts paid to the corporation as a settlement, unless a court also determines that the officer or director is entitled to indemnification in light of all of the relevant facts and circumstances. The Nevada Revised Statutes require a corporation to indemnify an officer or director to the extent he or she is successful on the merits or otherwise successfully defends the action.

The Company’s Bylaws provide that we will indemnify our Directors and Officers to the maximum extent permitted by Nevada law. We are also permitted to apply for insurance on behalf of any director, officer, employee or other agent for liability arising out of his actions.

Item 12. Recent Sale of Unregistered Securities.

None.

II-1


Item 13.	Exhibits and Financial Statement Schedules


Exhibit Number	Location	Location

3.1	Articles of Incorporation*	Form 10-SB filed 2/15/00

3.2	Bylaws*	Form 10-SB filed 2/15/00

5.1	Opinion and Consent of the law office of Lynch, Cox, Gilman & Mahan, PSC regarding the legality of the securities being offered	Attached

14	Code of Ethics*	Form 10-KSB for the period ended 12/31/2004

23.1	Consent of Chisholm, Bierwolf, Nilson & Morrill LLC	Attached

23.2	Consent of Lynch, Cox, Gilman & Mahan, PSC	Attached at 5.1

99.1	Audited Financial Statements for the period ended December 31, 2008*	Form 10-K for the period ended 12/31/2008

99.2	Audited Financial Statements for the period ended December 31, 2007*	Form 10-KSB for the period ended 12/31/2007

* Incorporated by reference.

Item 14. Undertakings.

A. The undersigned registrant hereby undertakes:


1.	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the Offering.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing of this Amendment No. 1 to Form S-1 Registration Statement and has duly caused this amended Form S-1 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Shelbyville, Kentucky on this 10^th day of April, 2009.

FullCircle Registry, Inc.

By: /s/ Norman L. Frohreich

Norman L. Frohreich

President and Principal Accounting Officer

KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Peter L. Jensen as true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendment (including post-effective amendments) to this registration statement, and to file the same, therewith, with the Securities and Exchange Commission, and to make any and all state securities law or blue sky filings, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in about the premises, as fully to all intents and purposes he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or any substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Form S-1 Registration Statement has been signed by the following persons in the capacities and on the dates indicated:


Signature	Title	Date

s/Norman L. Frohreich	Director	April 10, 2009
Norman L. Frohreich

/s/ David Allen	Director	April 10, 2009
David Allen

/s/ Isaac Boutwell	Director	April 10, 2009
Isaac Boutwell

II-3


Large accelerated filer	.	Accelerated filer	.
Non-accelerated filer	. (Do not check if a smaller reporting company)	Smaller reporting company	X .


	Price to Public	*Underwriting*	Proceeds to Company
Per Share	$1.00	$ -0-	$1.00
Total	$1,000,000.00	$ -0-	$1,000,000.00


(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 promulgated under the Securities Act of 1933, as amended, based on the proposed Offering price of the common stock. Previously paid.


	Page
Prospectus Summary	1

Risk Factors	8

Dilution	14

Use of Proceeds	15

Plan of Distribution and Terms of Offering	15

Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Determination of Value of Class B Preferred Stock	19

Dividend Policy	20

Market for Common Equity and Related Stockholder Matters	20

Our Business	20

Industry Overview and Competition	29

Our Management	30

Compensation of Officers and Directors	32

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	34

Unregistered Sales of Equity Securities and Use of Proceeds	35

Legal Proceedings	35

Legal Matters	35

Experts	35

Changes in and Disagreements with Accountants	35

Where You Can Find More Information	36

Consolidated Financial Statements	F-1