ITEM 1. Description of 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 services 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 Business:
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 retained the services of Norman L. Frohreich, a business consultant who specializes in assisting businesses improve profitability and assisting in turn-around projects. He 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 acquisition plan in rural America. Thus, we will expand the business model to include markets outside the greater Louisville area into a national arena similar to H&R Block and Edward Jones. This focus is not available today in our insurance industry in rural America as the captured agents working for individual companies have made it very difficult for independent insurance agencies to survive with a narrow product inventory.
It is also our vision to add to and improve the product offerings for insurance agencies to provide more complete services to their existing customers. In today’s age of specialists and specialties we have lost sight of the need for busy people to be given the choice to purchase all of their insurance products from someone they know and trust.
In these difficult times we believe that the demand for additional cost savings in all insurance and medical products and services will become even more apparent as individuals, businesses and even local governments struggle to maintain their protection at an affordable cost. By providing additional products and services to individual agencies we believe that we can become even more cost and price effective in this business area.
We are developing our plans and infrastructure. Initial plans for our FullCircle wheel products and services that are in development are: Medicare Services, Prescription assistance, Estate Planning, 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.
In furtherance of these plans, in 2008 FullCircle Registry formed two new wholly-owned subsidiary companies: FullCircle Insurance Agency Inc. and FullCircle Prescription Services, Inc. Due to the lack of funding and the pending Form S-1 registration statement, we were unable to launch our business plan involving our two new subsidiaries. We only received $1,900 in revenue from the activities of our subsidiaries during the 2009 fiscal year, hence, we did not account for the subsidiaries separately on the Company’s financial statements. Once the funding becomes available through our preferred stock offering and we begin full operations of our subsidiaries, we will prepare separate financial statements for them.
FullCircle Insurance Agency, Inc.
The FullCircle Insurance Agency, Inc. was founded in August 2008.
FullCircle Insurance Agency Strategy:
Currently we have three major focus directions for our Insurance Agency Company.
1.
Provide exit plans for existing rural insurance agencies.
2.
Provide a one-stop shop for all insurance products with the addition of new products.
3.
Estate planning assistance and consulting services with attorneys.
Exit plans for rural insurance agencies:
Our country has been blessed with so many entrepreneurs who have started their own companies and have generated a new wealth in our nation. Unfortunately, these baby boomers are nearing retirement age and, because of our current economic conditions, have few options to exit their businesses. Small business is the strength of our economy and is the largest employer in our economy today. They make up 78.8%% of the jobs in America today as reported in Wikipedia.
Through our research we have determined that the average age of our target insurance agency owners is now 54 years. There are over 700,000 insurance agencies in our country today. Our research has revealed that over 25% of these owners have no exit plan from their agencies and have limited opportunities to pass on the value of their hard work and active customer lists. We believe the issue is not going to change; it is going to worsen for them. In the current lending environment, it will be difficult to finance the purchase of these agencies unless they can bring in sufficient cash to appease the bankers. These business owners are in trouble and have few options to pass on their lives’ work. We plan to fund the acquisition of these agencies through a preferred share offering.
These agency owners have educated their children but their children are not returning to rural America to continue with “Dad or Mom’s” work. In the older days businesses were passed on from generation to generation. Our culture has changed.
FullCircle has studied this issue and has determined that it is going to be a significant economic factor in the years to come, not only in the insurance business but also in many other small business industries as well.
We believe that we can provide the solution for an exit plan. We do not feel we need to spend cash to make this formula work. Instead, we can offer stock and/or profit incentives for the transfer of loyalties, assets and bottom line revenue participation. We believe that few other organizations recognize this problem/issue in the insurance industry. Nowhere can we find a similar rural America business model in the insurance industry.
The plan is to provide for these agencies to increase their product portfolio to the extent that they can increase revenues and at the same time move out of their businesses into retirement. Our exit plan is designed to phase out these owners and replace them with newly trained individuals who will become part of the community
Our target acquisition candidates will be:
1.
An agency in a town with a population less than 40,000.
2.
A profitable agency that has gross revenues of $50,000 to $150,000.
3.
An agency owner that is over the age of 55.
Our research suggests that these smaller agencies are not targets for acquisition by larger companies; therefore, their individual owners have no or limited exit strategy opportunities.
We are planning on moving cautiously initially. We have only 10 agencies targeted for purchase during the first year after funding from our preferred share offering is available. We will need ample time to test the infrastructure concept and to train the individuals to manage these agencies once we have acquired them. We expect that some of the owners will continue to work with us after the acquisition and will phase out over time; others will want to exit immediately. We will have to be flexible to respond to each situation.
Revenue Projections:
The following projection timeline assumes we will receive funds from our preferred share offering. The timeline begins when funding from our preferred share offering is available. The five-year growth forecast assuming an average of $100,000 initial revenue from agencies when 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 Acquired
Agency Gross Rev
$150K
$3.0M
$9.37M
$18.75M
$35M
$40M
Any financial projection discussion of FullCircle included in this document 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 other than our own independent research nor are any such studies currently planned.
We have several strong licensed insurance industry veterans available to provide the training and leadership for this task. We have the space in our corporate office to establish an education center for our recruitment and training needs. We initially expect to operate in a five state area: Kentucky, Indiana, Illinois, Ohio and Tennessee. Once the model is fully 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 by blending in our other products into existing agency portfolios. We expect to receive assistance from our major insurance company partners to identify new target agencies; several have already indicated they are aware of agent-owners who are looking for exit strategies. Based on our research we have determined that 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 already been in contact with a number of agencies that are looking for an exit plan.
We believe we are well positioned for significant growth and have a growth strategy that builds on new client relationships, insurance products, brands and our becoming an integral part in the insurance and estate planning process for our clients. 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 and estate planning services such as ours to support their complex needs.
We have selected an industry veteran as V.P. Operations to manage our agency acquisition and agency management functions.
We will 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 a retention tool in an industry where turnover is high.
Upon the completion of obtaining funds from our preferred stock offering, we will proceed with the agency acquisitions.
One-Stop Shop for Insurance:
As mentioned in our introduction the insurance industry has become extremely fragmented and specialized. Only in larger metropolitan areas are customers able to make a one-stop visit to take care of all of their insurance needs and that service is not readily available. Usually a customer must visit with several agents to complete all of their insurance needs. FullCircle Insurance Agency, Inc. wishes to turn the trend back to a one-stop shop where the customer can receive diversified products working with one agency.
One of the reasons for this problem is the complicated regulations that occur in each state. Unlike other industries, the insurance industry is regulated by state and federal governments and each state has its own special interest and regulations. Crossing the border from one state into another state is forbidden for certain products and illegal when it comes to selling Medicare products. It is our mission to develop agencies in all states that can service clients in all states. We do expect that we will have legislation soon that will allow us to sell medical health plans across state borders. If that occurs, it will enhance our business model with the reduction of some overhead costs.
As part of our One-Stop plan, we intend to provide Life Insurance, Medicare Insurance, Annuities, Home Owner Insurance, Car Insurance, Liability Insurance, Group Medical Plans for businesses, Mini-Med Programs, Prescription Services and Estate Planning Consulting. We have one attorney that we have begun assisting by providing consulting services and insurance products.
The message here is that there is so much unknown information about our health care costs that people cannot keep up and protect themselves from the exploding health care expenses and other difficult insurance issues. Larger agencies do not have the time to properly inform their customers and they usually work on an assembly line process. FullCircle is wishing to provide the latest information to help people understand the intricacies of the health care and insurance industry and help to combat exploding costs through periodic bulletins and info-emails.
Estate Planning Assistance and Consulting:
We expect to partner up with local attorneys to expand this product offering. We are informed of many instances in which attorneys find out about insurance products from their clients after it is too late for them to correct the inappropriate direction provided by the agent.
It is important to mention that there are serious problems in the credibility of insurance products today. As was covered in a recent “60 Minutes” segment, many people who are purchasing annuities are not informed about the penalties incurred with early withdrawals of funds for emergency purposes. We believe that there are good investment annuity products but also believe that each customer should be informed as to the benefits and the withdrawal risks of those investments.
Once we obtain funding from our preferred share offering, we will begin preparing brochures and contacting attorneys to be of assistance to their clients for integrity services.
Phase one of our new Insurance Agency Company is currently poised and ready for operations once funding is available through our preferred share offering.
FullCircle Prescription Services, Inc.
FullCircle Prescription Services, Inc. was founded in June 2008.
FullCircle Prescription Services History:
In September of 2005, the Company entered into an agreement with AMPO II, Inc. (“AMPO II”), a Kentucky corporation. Under the agreement, the Company would issue 1,496,926 shares of FullCircle Registry, Inc. stock and pay up to $150,000 over a nine-month period in exchange for fifty percent (50%) of the outstanding AMPO II stock. The AMPO II shares received by the Company are 50% voting and 50% non-voting. Under the agreement the Company did not have any other obligation to AMPO II. AMPO was formed in 2002 and AMPO II was formed in 2004 to provide prescription fulfillment and prescription assistance programs.
The purchase of half the stock of AMPO II was for the purpose of fulfilling the FullCircle portion of the GE Wellness Contract. The plan was to utilize the AMPO II database to begin fulfillment of the GE Wellness Contract. Shortly after the completion of the AMPO II purchase GE decided to vacate the Wellness program and all of their executives and staff were let go.
The disbanding of GE Wellness was a major set back for FullCircle and the financial condition of the company. Once funding is available we anticipate re-engaging in a Dental and Vision program as one of our products.
After the termination of the agreement with GE Wellness the Company began to source other suppliers for these products. The FullCircle Mini-Med card, which is discussed on page 9 under the heading “Multipurpose FullCircle FullServices Health Cards”, is the plan that will be offered that replaces the GE Wellness plan. Funding is required to initiate this service. Although several opportunities are available now we have elected to postpone any further negotiations until funding is available from our preferred share offering.
AMPO and FullCircle began sharing the same offices in September 2006 when AMPO came into financial difficulties. FullCircle provided funding for the space, the phone lines, and the Utilities. When AMPO elected to cease operations they vacated our premises and AMPO as an entity was discontinued in 2007. In 2007 AMPO II was dissolved and in return for the use of the FullCircle office space along with other unpaid expenses, AMPO II turned over all residual revenues and assets including the 68,000 customer database .We had access to all of the database, software, equipment and the records. There were no financial considerations other than the fact that FullCircle had purchased half of the stock in AMPO. AMPO closed its operation and walked away.
The database includes the names, addresses, and phone numbers of all of the customers of AMPO II. In January 2009 the database was appraised with a value of $541,000 as of December 31, 2007. FullCircle paid $368,746 for half the stock in AMPO II and now holds all of the assets of AMPO II, a discontinued company. The company booked $368,746 and began to depreciation over time. See the Notes to the Financials beginning at page for more information. In March 2010 the database was again appraised and was determined to have a value of $1,147,551 as of December 31, 2009.
It is planned to utilize the AMPO II database to be part of our prescription spoke in the FullCircle wheel of services in our new company, FullCircle Prescription Services, Inc. We have conducted a beta test of the 68,000 name database which returned a good indication that the database was current.
FullCircle Prescription Services, Inc. has been established for the purpose of handling our new prescription services program. We have, with very cautious expense controls, 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 waiting on funds, but FullCircle Prescription Services, Inc. has begun minimal operations.
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 entered into an agreement with a new soft card company, Acap Security, Inc., to provide an additional financial vehicle for our FullCircle Prescription Services. The PinPay soft card combined with our arrangements with an international prescription fulfillment center will be the vehicle used to expand into that market. The Prescription Gift Card will be marketed into our database and on the Internet. We are expecting to become operational with these soft card services once funding is available from our preferred share offering. The PinPay soft card link has been installed on our web sites.
We have finalized our negotiations with a large Canadian pharmacy that is also licensed in the United States and have begun providing services for our customers to participate in savings with their medications. The Canadian pharmacy utilizes the same manufacturing facilities worldwide that provide FDA approved medications to the U.S. pharmacies. The Canadian 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 can provide savings of up to 70% on many name brand prescription drugs. Our “Shop the World” program in our www.fullcircleRx.com website gives our customers a pricing advantage and quality that has limited availability elsewhere today.
Additionally, we are in the process of negotiating with several community churches and larger area church organizations that can use our prescription services to assist their parishioners to save money and at the same time provide for 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 to add to their existing books of business in rural America.
FullCircleRx brochures have been developed to provide to physicians 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 and have mailed those brochures to our stockholders.
Our 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 in development to troll the Internet for those who are looking for Birth Control Pills, Fertility Drugs, Medicare Part D assistance, and Donut Hole Assistance. Our progress is restricted awaiting funding from our preferred share offering.
FullCircle Prescription Services, Inc. has one full-time Officer and our Office Manager who are available for incoming calls. We expect to be retaining additional call center employees once the call traffic increases. Our other officers are currently assisting on an as needed, part-time basis.
We have begun to test our database by contacting prior AMPO customers. We have received a good response from our mailing and telemarketing efforts, and once funding is available, our efforts will be increased. We are currently building the infrastructure. We must acquire funding from our offering to enable us to begin our marketing phase of our FullCircleRx.com business plan.
We have entered into agreements with 35 independent contractors and independent agents to find the customers who are in need of assistance in reducing the cost of their medications. The marketing assistance tools and further recruiting of additional agents are on hold pending funding from the offering of preferred shares. Once the tools are available our agents are prepared to engage with their connections to provide sales for our prescription assistance.
We plan to place three mailings to the customers in our database and then, for those who have not responded, we will contact those customers through our internal call center.
In summary the marketing of our FullCircleRx prescription assistance program is:
1.
AMPO database mailings.
2.
Churches as contractors for fund raising projects.
3.
Large marketing media like RV Trader, Auto Trader, etc.
4.
Database sharing/leasing with organizations that do similar medical marketing but not in our niche or do not have prescription assistance programs.
5.
Leasing or selling rights to our expanded database as it continues to grow and evolve.
6.
Insurance agents and agencies.
7.
Small businesses without health benefits and limited or expensive medication benefits.
8.
Web marketing. Fertility drugs, birth control drugs, Medicare Donut Hole problems, etc.
9.
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. (Small governments are seeing tax revenues diminish with the recession and are having problems paying for the increasing health care cost.)
13.
Multipurpose FullCircle FullServices Health Card
A contractor will be compensated on a per medication basis and will have sufficient commission available to hire agents to spread the marketing nationwide. 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 the pharmacy in Canada. We accept no health records and we do not accept prescriptions. That is the function of the contracted pharmacy. For the most part we will operate the FullCircleRx plan with very few administrative assistants. We will continually audit that process by contacting our members on a regular basis to assure they are receiving excellent service from Global Health Management the medications provider. We are contacting our customers on a regular basis and provide refill reminder calls. In return for finding customers, the Company will receive a commission percentage as well as a medication fill fee.
FullCircle Prescription Services, Inc. Revenue Projections:
The following projection timeline is based on the assumptions of available funding obtained through our preferred share offering. The timeline begins when funding is available to support brochures, websites, mailings and office infrastructure. In the estimated revenues below, all amounts are net revenues after COGS. The prescription services company will only have COGS commissions in the Agent Sales part of our business model. All information below is identifying our Gross Margin.
Any financial projection discussion of FullCircle included in this document is based upon assumptions that we believe to be reasonable at the time of this report. 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.
Other Business Ventures:
We also own other products and services that are currently inactive.
ENC “Emergency Notification Company”
Medical Records Storage
AskPhysician.com, Inc.
Spoken Data
MyClubCard
These products and services are currently on hold pending funding to be obtained through our preferred stock offering. They will fit into our FullCircle of products once they are reinitiated.
Employees:
The Company currently has four employees/officers and five independent insurance sales representatives. As of December 31, 2009 the company also has added 35 outside independent contractors and agents with FullCircle Prescription Services, Inc. since the inception of that company.
ITEM 2.
ITEM 2. Description of Property
Our principal executive offices are located at 161 Alpine Drive, Shelbyville, KY 40065. Our telephone number is 502-410-4500. 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.
ITEM 3.
ITEM 3. 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. The case was filed in the Shelby Circuit Court, 53rd Judicial Circuit of the Commonwealth of Kentucky, Docket No. 06-CI-00594. The principal parties are: the Plaintiffs, R.C. and Cynthia Willimon and the Defendants, AMPO, LLC, AMPO II, Inc. and FullCircle Registry, Inc. The Plaintiffs alleged that the Company owed them for debts of AMPO, LLC and/or AMPO II, Inc. resulting from a commercial lease entered into by the Plaintiffs and AMPO, LLC and/or AMPO II, Inc. On August 12, 2009, the Court dismissed this case.
ITEM 4.
ITEM 4. Submission of Matters to a Vote of the Shareholders.
No matters were submitted to security holders to be voted upon during the year ended December 31, 2009.
PART II
ITEM 5.
ITEM 5. Market for Common Equity and Related Stockholder Matters.
High
Low
Close
First Quarter
0.05
0.014
0.0465
First Quarter
0.04
0.02
0.035
Second Quarter
0.034
0.016
0.03
Third Quarter
0.05
0.02
0.03
Fourth Quarter
0.04
0.012
0.04
First Quarter
0.05
0.02
0.05
Second Quarter
0.05
0.025
0.05
Third Quarter
0.05
0.016
0.025
Fourth Quarter
0.03
0.004
0.03
First Quarter
0.02
0.009
0.017
Second Quarter
0.045
0.011
0.043
Third Quarter
0.08
0.03
0.06
Fourth Quarter
0.06
0.02
0.05
The above quotations are as reported at www.aolfinance.com. These quotations do not represent actual transactions.
Unregistered Sales of Equity Securities and Use of Proceeds:
Unless otherwise noted, the following shares were issued to accredited investors in a private transaction exempt under Rule 506 of Regulation D promulgated under Section 4(2) of the Securities Act of 1933, as amended.
In December 2009 the company issued 500,000 restricted shares for $10,000 in cash for operations.
In December 2009 the company issued 3,371,416 restricted shares to retire $101,142 in notes and accrued interest.
In December 2009 the company issued 716,689 restricted shares in exchange for $48,807 in accounts payable and accrued interest.
In September 2009 the Company issued 666,668 restricted shares for $20,000 in cash for operations.
In September 2009 the company issued 500,000 shares for exchange of 10,000 Class A Preferred shares.
In May 2009 the Company issued 1,270,000 restricted shares for $40,000 cash for operations.
In December 2008 the Company issued 2,500,000 restricted shares for $50,000 cash for operations.
In October 2008 the Company issued 307,000 restricted shares for $3,377 in services at .011 per share.
In October 2008 the Company issued 1,666,667 restricted shares for $50,000 cash for operations.
During the June quarter 2008, the Company issued 100,000 restricted shares to Trent Oakley for $4,000 in services.
During the June quarter 2008, the Company issued 100,000 restricted shares for services for four new agents at $1,000 per agent.
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.
During the March quarter 2008, the Company issued 100,000 restricted shares to Trent Oakley for $4,000 in services.
During the twelve month period ending December, 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.
Subsequent to December 31, 2009 the company issued the following shares for cash and services:
In March 2010 the company issued 1,250,000 restricted shares for $50,000 in cash for operations at .04 per share.
In March 2010 the company issued 109,313 restricted shares for $3,279 in services at .03 per share.
In March 2010 the company issued 1,000,000 restricted shares for $40,000 in cash for .04 per share.
Defaults Upon Senior Securities.
None
ITEM 6.
ITEM 6. Management’s Discussion and Analysis or Plan of Operation.
New Business plan and new direction
In December 2007 Mr. Frohreich was appointed as President and CEO of FullCircle Registry, Inc. Mr. Frohreich introduced a business plan to the directors and has since been finalizing those plans designing the infrastructure, locating additional talent and preparing the Form S-1 registration statement to issue preferred shares to fund the Company plans.
It is very expensive and difficult for an emerging idea to be able to work with the numerous state and federal regulations in effect today. A great deal of Mr. Frohreich’s time and our Company resources over the last three years has been utilized maintaining regulatory compliance and developing our preferred stock offering. We wish to share with our stockholders that we believe this is a very worthwhile cause and will continue to pursue sources of funding to enable us to continue to be SEC compliant and to fulfill this business plan.
Results of Operations
Revenue:
Revenues during the twelve months ended December 31, 2009 were $9,524 with cost of sales of $351 yielding a gross profit of $9,173 compared to $113,313 in revenues for the same period in 2008 with a cost of sales of $74,986 and a gross profit of $38,327.
Operating expenses and other costs during the twelve-month period ending December 31, 2009 were $158,821 resulting in an operating loss of $149,648 compared to the operating expenses of $280,752 for the twelve months ending December 31, 2008 with an operating loss of $242,425.
Interest expense for the twelve months ending December 31, 2009 was $39,219 resulting in a net loss from continuing operations of $246,073. By comparison, interest expense for the twelve months ending December 31, 2008 was $41,869 resulting in a net loss from continuing operations of $284,294.
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. In 2009, because of the lack of funding we put our insurance company activities on hold to preserve cash.
Revenues from our new company FullCircle Prescription Services, Inc. are minimal because we are in the process of setting up that infrastructure and locating independent agents to offer our Rx services. Those marketing efforts are also on hold because of the lack of funding. We are not able to develop operational materials, brochures, mailings, training materials and additional web pages until funding is available from our preferred share offering.
Legal, Accounting, and Auditing Expenses:
The major portion of our 2009 operating expenses has come from SEC compliance requirements for our 2008 10K, three 10Q filings, and the four amendments of the S-1 Preferred Share Offering. In addition, in 2009, we expensed $55,312 for the amortization of our database and was included in our total operating expenses.
During 2009 we incurred expenses of $63,457 in professional fees including auditing, database appraisal, legal, accounting, IT services and web design fees.
It is anticipated that once the Form S-1 registration statement and offering is completed our auditing and legal fees will be significantly lower.
Liquidity and Capital Resources:
As of December 31, 2009, the Company had assets in the amount of $303,233 compared to assets in the amount of $378,785 at December 31, 2008. The Company had total assets consisting of $2,091 in cash and $356,454 less amortization of $55,312 investment in the 68,000 name database. Total assets at December 31, 2008 consisted of $22,331 in cash and $356,454 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.
In the September quarter 2009, the company revised our database amortization schedule from 15 years to 5 years. The expense with this amortization schedule is now $21,510 per quarter.
On December 31, 2009, the Company had $618,598 in total liabilities. Current liabilities included $62,067 in accounts payable, $85,675 in accrued interest, $2,292 in accrued expenses and $468,564 in current note payable liabilities. Current note payable liabilities include $65,000 in notes payable and $403,564 in notes payable to related parties.
By comparison on December 31, 2008, the Company had $668,046 in total liabilities. On December 31, 2008 liabilities included $76,690 in accounts payable, $84,198 in accrued interest, $3,595 in accrued expenses and $353,563 in current note payable liabilities. Current note payable included $105,000 in notes payable and $248,563 in notes payable to a related party. Total liabilities included long-term liabilities of $150,000 notes payable to related parties.
Net cash used by operating activities for the twelve-month period ending December 31, 2009 was $120,240 compared to $232,737 used in the twelve-month period ending December 31, 2008. During the twelve-month period ending December 31, 2009, $0 was used by investing activities and $100,000 was provided by financing activities. For the same period in 2008, $0 was used by investing activities and $245,000 was provided by financing activities..
During the twelve month period ending December 31, 2009, in an effort to secure additional operating capital and to pay down accounts payable and notes payable, the Company borrowed $30,000 represented by four promissory note agreements, $20,000, $2,000, $3,000 and $5,000 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 March 27, 2010, September 22, 2010, October 7, 2010, and November 18, 2010 respectively. 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, 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.
Except as otherwise disclosed herein as of December 31, 2009, 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 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 the completion of our Form S-1 registration statement 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 six 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 six 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.
Forward-Looking Statements:
Where this Form 10-K includes “forward-looking” statements within the meaning of Section 27A of the Securities Act, we desire to take advantage of the “safe harbor” provisions thereof. Therefore, FullCircle is including this statement for the express purpose of availing itself of the protections of such safe harbor provisions with respect to all of such forward-looking statements. The forward-looking statements in this Form 10-K reflect our current views with respect to future events and financial performance. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ from those anticipated. In this Form 10-K, the words “anticipates,” “believes,” “expects,” “intends,” “future” and similar expressions identify forward-looking statements. We undertake no obligation to publicly revise these forward-looking statements to reflect events or circumstances that may arise after the date hereof. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this section.
Some of the matters discussed in this “Management's Discussion and Analysis or Plan of Operations,” and elsewhere in this annual report on Form 10-K include forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events including, among other things:
·
Attracting immediate financing;
·
Delivering a quality product that meets customer expectations;
·
Obtaining and expanding market acceptance of the products we offer; and
·
Competition in our market.
Code of Ethics:
The Company has adopted a code of ethics that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller. Our Code of Ethics was included as an exhibit to our annual report on Form 10-K for the year ended December 31, 2004.
ITEM 7.
ITEM 7. Financial Statements.
The financial statements of the Company and notes thereto appear on page and are incorporated herein by reference.
ITEM 8.
ITEM 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
ITEM 9.
ITEM 9. Controls and Procedures.
Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out a formal evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report.
Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are not effective since the following material weaknesses exist:
i.
The Company’s management is relying on external consultants for purposes of preparing its financial reporting package; the officers may not be able to identify errors and irregularities in the financial reporting package before its release as a continuous disclosure document.
ii.
The foregoing material weaknesses identified in our disclosure controls and procedures were identified by our external consultants responsible for the preparation of our financial reporting package. The aforementioned material weaknesses did not impact our financial reporting or result in a material misstatement of our financial statements. As of March 25, 2010 we have not taken action to correct the material weaknesses identified in our disclosure controls and procedures.
Once the Company has sufficient personnel available, our Board of Directors will nominate an audit committee and audit committee financial expert and we will appoint additional personnel to assist with the preparation of our financial statements; which will allow for proper segregation of duties as well as additional manpower for proper documentation.
Our internal controls over financial reporting are designed by, or under the supervision of, our Chief Executive Officer and Principal Accounting Officer, or persons performing similar functions, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:
·
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets.
·
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
·
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Conclusions
Based upon the Evaluation, our Chairman and Principal officer has concluded that as a result of material weaknesses described above our disclosure controls and procedures are not effective as of December 31, 2009, based on Internal Control over Financial Reporting - Guidance for Smaller Public Companies issued by COSO.
We are a small business, with no viable business or revenues
The Company does not have the resources to employ a dedicated staff with extensive expertise in all facets of SEC disclosure and GAAP compliance. As is the case with many small businesses, the Company will continue to work with its external attorneys and accountants as it relates to new accounting principles and changes to SEC disclosure requirements. The Company has found that this approach worked well in the past and believes it to be the most cost effective solution available for the foreseeable future.
The Company will continue to conduct a review of existing sign-off and review procedures as well as document control protocols for critical accounting spreadsheets. The Company will also continue our management's review of key financial documents and records.
Company management does review the financial statements on a monthly basis. These actions, in addition to the controls identified above, will minimize any risk of a potential material misstatement occurring.
Changes in internal control over financial reporting.
There has been no change in our Internal Controls that occurred during our most recent fiscal period that has materially affected, or is reasonably likely to affect, our Internal Controls.
ITEM 10.
ITEM 10. Management’s Report on Internal Control Over Financial Reporting.
Our internal controls over financial reporting are designed by, or under the supervision of, our Chief Executive Officer and Principal Accounting Officer, or persons performing similar functions, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:
·
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets.
·
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
·
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Our Chief Executive Officer, who also acts in the capacity of Principal Accounting Officer, is responsible to design or supervise a process to be effected by our board of directors that provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The policies and procedures include:
·
Maintenance of records in reasonable detail to accurately and fairly reflect the transactions and dispositions of assets;
·
Reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors; and
·
Reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.
In connection with the preparation of this Annual Report on Form 10-K for the year ended December 31, 2009, management, with the participation of our Chief Executive Officer and Principal Accounting Officer, has evaluated the effectiveness of our internal controls over financial reporting, pursuant to Rule 13a-15 under the Exchange Act. Our Chief Executive Officer and Principal Accounting Officer have concluded that the design and operation of our internal controls and procedures are not effective as of December 31, 2009 for reasons identified in Item 9 above. For the year ended December 31, 2009, our management has relied on the Committee of Sponsoring Organizations of the Treadway Commission (COSO), “Internal Control - Integrated Framework,” issued in 1992, to evaluate the effectiveness of our internal control over financial reporting and based upon that framework management has determined that our internal control over financial reporting is not effective.
Conclusions
Based upon the Evaluation, our Chairman and Principal officer has concluded that as a result of material weaknesses described above our disclosure controls and procedures are not effective as of December 31, 2009, based on Internal Control over Financial Reporting - Guidance for Smaller Public Companies issued by COSO.
The Company does not have the resources to employ a dedicated staff with extensive expertise in all facets of SEC disclosure and GAAP compliance. As is the case with many small businesses, the Company will continue to work with its external attorneys and accountants as it relates to new accounting principles and changes to SEC disclosure requirements. The Company has found that this approach worked well in the past and believes it to be the most cost effective solution available for the foreseeable future.
The Company will continue to conduct a review of existing sign-off and review procedures as well as document control protocols for critical accounting spreadsheets. The Company will continue our management's review of key financial documents and records. Company management does review the financial statements on a monthly basis. These actions, in addition to the controls identified above, will minimize any risk of a potential material misstatement occurring.
Changes in internal control over financial reporting.
Our management has also determined that there were no significant changes in our internal controls over financial reporting that occurred during the fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
ITEM 11.
ITEM 11. Other Information.
There are no further disclosures. All information that was required to be disclosed has been disclosed. We are building the business model and as soon as relevant information on our progress becomes available we will issue the necessary Forms 8-K and issue press releases.
PART III
ITEM 12.
ITEM 12. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act.
The following table sets forth the name, age, position and office term of each executive officer and director of the Company.
Name
Age
Positions
Since
Isaac Boutwell
Chairman of the Board
David E. Allen
Director
Norman Frohreich
Director, President, CEO/CFO
Trent Oakley
Executive Vice President (Previous CEO/CFO)
Brion Tinsley
VP Operations FullCircle Prescription Services, Inc.
Deena Madison
VP Operations FullCircle Insurance Agency, Inc.
William M. Jackson
VP Agency Management, FullCircle Insurance Agency
The Company has no audit committee financial expert, as defined under Section 228.401, serving on its audit committee because it has no audit committee and is not required to have an audit committee because it is not a listed security as defined in Section 240.10A-3.
Isaac M. Boutwell, Chairman
Mr. Boutwell was elected a director of FullCircle Registry in October 2002. Subsequent to the resignation of our former CEO, Chris Whitten in 2003, Mr. Boutwell was named Chief Executive Officer of FullCircle. He resigned from that position in February 2006. Mr. Boutwell became Chairman in 2007. Mr. Boutwell is the sole owner of three movie theatres in Kentucky, Mr. Boutwell also owns an 1800 acre commercial cattle ranch in Kentucky since 1982.
David E. Allen, Director.
Mr. Allen was appointed a director of FullCircle Registry in April 2003. Since 1978 Mr. Allen has been the owner and general manager of Allen Air Conditioning and Heating.
Norman L. Frohreich, President and CEO/CFO and Director.
Mr. Frohreich joined FullCircle as a consultant and the CFO in March 2007 to develop the new business plans and design the new infrastructure for the complete transition of the company into that new business model. In August 2007 Mr. Frohreich was elected to the Board of Directors. On December 5, 2007 Mr. Frohreich was assigned the position of President and CEO. Mr. Frohreich owns and operates his own consulting firm providing services to the business community. Frohreich has participated in start up or turn-around assignments with many companies in the past 38 years. Frohreich holds a degree in Economics from Purdue University with emphasis in financial management.
Trent Oakley, Executive Vice President.
Mr. Oakley was the Chief Executive Officer from January 2006 until December 2007. Mr. Oakley was the Chief Financial Officer of FullCircle from 2003 until March 2007. Prior to joining FullCircle, Mr. Oakley was an independent marketing agent and sales manager for 10 years contracting his services to various insurance companies including Transamerica Life, American United Life and Guarantee Reserve Life. Mr. Oakley has also been a sales manager with John Hancock Financial Services from 1985 to 1992 and a marketing representative with Prudential Financial Services from 1993 to 1995.
Brion Tinsley, Vice President.
Mr. Tinsley is responsible for the operations of FullCircle Prescription Services and assists the president in the operations of FullCircle Registry, Inc. and FullCircle Insurance Agency, Inc.
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.
Deena Madison, Vice President.
Ms. Madison has accepted the position of Vice President of Operations for 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 holds a Bachelor’s Degree from McKendree College.
Ms. Madison has had continued employment over her adult life recently as the owner of her own insurance agency. Ms. Madison was an agency Manager for Pyramid Life from 2006 to 2008 and a Field Sales Manager for Sterling Life from 2005 to 2006. Prior to that Ms. Madison was the Office manager at Parrott & Associates from 2001. Ms. Madison joined FullCircle to assist in the implementation of our business plans.
In March 2010 Ms. Madison elected to resign as an officer for FullCircle Registry due to the continued delays in obtaining funding for our business plans. We anticipate that once funding is obtained though our preferred share offering we will have a sufficient number of interested applicants to fill this position.
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 Compensation. 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.
Mr. Jackson assists the president in the formation and the implementation of the business plans and has been working with FullCircle since 2006. Mr. Jackson has had continuous employment in his own insurance agencies for over five years.
In January 2010 Mr. Jackson elected to resign as an officer for FullCircle Registry due to the continued delays in obtaining funding for the business plans. We anticipate that once funding is obtained through our preferred share offering we will have a sufficient number of interested applicants to fill this position.
ITEM 13.
ITEM 13. Executive Compensation.
Compensation of Directors:
None.
Compensation of Officers:
The following table lists the compensation received by our former and current officers over the last two years.
SUMMARY COMPENSATION TABLE
Summary Compensation Table for 2009 and 2008
Name
Position
Year
Salary
Stock
Other
Total
Isaac Boutwell
Chairman
-
-
-
-
Dave Allen
Director
-
-
-
-
Norman Frohreich
Dir/CEO/CFO
-
-
-
-
Trent Oakley
Executive VP
-
-
$ 146
$ 146
Brion Tinsley
VP Operations FCPS
-
-
-
-
Isaac Boutwell
Chairman
-
-
-
-
Dave Allen
Director
-
-
-
-
Norman Frohreich
Dir/CEO/CFO
$ 6,408
-
-
$ 6,408
Trent Oakley (1)(2)
Executive VP
$ 18,712
$ 8,000
$ 38,767
$ 65,479
James Axline (3)
VP Operations
$ 12,232
-
-
$ 12,232
Brion Tinsley (4)
VP Operations FCPS
-
-
-
-
William Jackson (5)(7)
VP Agency Mgt
$ 13,000
$ 1,000
-
$ 14,000
Deena Madison (5)(6)
Agent
-
$ 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. Deceased in December 2008
4. New Vice President Operations for FullCircle Prescription Services, Inc. in December 2008 replacing Jimm Axline.
5. William Jackson and Deena Madison received 25,000 restricted shares of common stock for services in 2008
6. New Vice President Operations for FullCircle Insurance Agency, Inc. in 2009
7. Resigned because of the delay in funding.
ITEM 14.
ITEM 14. Security Ownership of Directors and Management.
The following table sets forth as of December 31, 2009 the name and shareholdings of each Director and Manager. 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.
ITEM 14A. Security Ownership of Shareholders in excess of 5%.
The following table sets forth as of December 31, 2009, the name and holdings of Shareholders with more than 5% of the outstanding shares.
ITEM 15.
ITEM 15. Certain Relationships and Related Transactions.
The Company has notes payable due to a former director of $67,963 as of December 31, 2009.
ITEM 16. Exhibits.
Exhibit Number
Title
Location
3(i)
Articles of Incorporation*
Form 10-SB filed 2/15/00
3(ii)
Bylaws*
Form 10-SB filed 2/15/00
Code of Ethics*
Form 10-K for the Period
Ended December 31, 2004
Certification of the Chief Executive Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Attached
Certification of the Chief Executive Officer and Principal Accounting Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
Attached
* Incorporated by reference.
** The Exhibit attached to this Form 10-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise set forth by specific reference in such filing.
ITEM 17. Principal Accountant Fees and Services
Accounting, Audit and Legal Fees:
The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal account for the audit of FullCircle’s annual financial statement and review of financial statements included in FullCircle’s 10-Q reports and services normally provided by the accountant in connection with statutory and regulatory filings or engagements were $37,913 for fiscal year ended 2009 and $53,789 for fiscal year ended 2008. Legal services for compliance with statutory and regulatory filings or engagements were $18,995 for fiscal year ended 2009 and $21,776 for fiscal year ended 2008.
Audit-Related Fees:
There were no fees for other audit related services for fiscal years ended 2009 and 2008.
Tax Fees:
There were no fees for tax compliance, tax advice and tax planning for the fiscal years 2009 and 2008.
All Other Fees:
There were no other aggregate fees billed in either of the last two fiscal years for products and services provided by the principal accountant other than the services reported above.
We do not have an audit committee currently serving and as a result our board of directors performs the duties of an audit committee. Our board of directors will evaluate and approve in advance the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. We do not rely on pre-approval policies and procedures.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: April 15, 2010
FullCircle Registry, Inc.
By: /s/ Norman L. Frohreich
Norman L. Frohreich
President, Chief Executive Officer, and
Principal Accounting Officer
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Date: April 15, 2010
By: /s/ Issac Boutwell
Isaac Boutwell
Director
Date: April 15, 2010
By: /s/ David E. Allen
David E. Allen
Director
Date: April 15, 2010
By: /s/ Norman L. Frohreich
Norman L. Frohreich
President
Chief Executive Officer
Principal Accounting Officer
Director
FullCircle Registry, Inc.
Financial Statements for the Period Ended
December 31, 2009
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 interim financial statements and with the instructions to Form 10-K and Article 8 of Reg. S-X for the twelve month periods ended December 31, 2009. 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.
Page
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Cash Flows
Consolidated Statements of Stockholders’ Deficit
Notes to Consolidated Financial Statements
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, 2009 and 2008, and the related consolidated statements of operations, stockholders’ deficit, 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, 2009 and 2008, 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 14, 2010
F - 2
FullCircle Registry, Inc.
Consolidated Balance Sheets
F - 3
FullCircle Registry, Inc.
Consolidated Statements of Operations
F - 4
FullCircle Registry, Inc.
Consolidated Statements of Cash flow
F - 5
FullCircle Registry, Inc.
Consolidated Statements of Stockholders’ Deficit
For the Years Ended December 31, 2009 and 2008
F - 6
FullCircle Registry, Inc.
For Year Ending December 31, 2009 and December 31, 2008
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.
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FullCircle Registry, Inc.
For Year Ending December 31, 2009 and December 31, 2008
Notes to Consolidated Financial Statements
b. Accounting Method & Revenue Recognition
The following is a summary of the significant accounting policies followed in the preparation of the accompanying consolidated financial statements. On July 1, 2009, the Financial Accounting Standards Board (“FASB”) issued the FASB Accounting Standards Codification (“ASC” or “the Codification”), the single source of authoritative, nongovernmental U.S generally accepted accounting principles (GAAP), except for rules and interpretive releases of the Securities and Exchange Commission (“SEC”), which are sources of authoritative GAAP for SEC registrants. All other nongrandfathered, non-SEC accounting literature not included in the Codification is nonauthoritative. The new guidelines and numbering system prescribed by the Codification are used when referring to GAAP in this Form 10-K. As the Codification was not intended to change or alter existing GAAP, has not had any impact on the Company’s consolidated financial statements.
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 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. Fair value of financial instruments.
On January 1, 2008, the Company adopted FASB ASC 820-10-50, “Fair Value Measurements. This guidance defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:
·
Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
·
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
·
Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.
The carrying amounts reported in the balance sheets for the cash and cash equivalents, receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The carrying value of convertible notes payable approximates fair value because negotiated terms and conditions are consistent with current market rates as of December 31, 2009 and 2008.
d. Capital Structure
In accordance with ASC 505, “Equity,” the Company’s capital structure is as follows:
Preferred stock, authorized 5,000,000 shares of $.001 par value, issued and outstanding 10,000. 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 84,995,346 on December 31, 2009 and 77,970,573 on December 31, 2008. The common stock has one vote per share. The common stock is traded on the OTCBB under the symbol FLCR.
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FullCircle Registry, Inc.
For Year Ending December 31, 2009 and December 31, 2008
Notes to Consolidated Financial Statements
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.
e. 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.
There are no outstanding common stock warrants .
f. Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents.
g. Provision for Income Taxes
The Financial Accounting Standards Board (FASB) has issued FASB ASC 740-10 (Prior authoritative literature: Financial Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - An Interpretation of FASB Statement No. 109 (FIN 48)). FASB ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements in accordance with prior literature FASB Statement No. 109, Accounting for Income Taxes. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits f the position. If the more-likely-than- not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by FASB ASC 740-10.
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
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FullCircle Registry, Inc.
For Year Ending December 31, 2009 and December 31, 2008
Notes to Consolidated Financial Statements
Deferred tax assets and the valuation account are as follows:
The Company has adopted FASB ASC 740-10 to account for income taxes. The Company currently has no issues creating timing differences that would mandate deferred tax expense. Net operating losses would create possible tax assets in future years. Due to the uncertainty of the utilization of net operating loss carry forwards, an evaluation allowance has been made to the extent of any tax benefit that net operating losses may generate. A provision for income taxes has not been made due to net operating loss carry-forwards of $2,534,664 and $2,508,000 as of December 31, 2009 and December 31, 2008, respectively, which may be offset against future taxable income. These NOL carry-forwards begin to expire in the year 2020. No tax benefit has been reported in the financial statements.
The Company did not have any tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the next 12 months.
The Company includes interest and penalties arising from the underpayment of income taxes in the consolidated statements of operations in the provision for income taxes. As of September 30, 2009 and 2008, the Company had no accrued interest or penalties related to uncertain tax positions.
The tax years that remain subject to examination by major taxing jurisdictions are for the years ended December 31, 2009, 2008 and 2007.
h. 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.
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FullCircle Registry, Inc.
For Year Ending December 31, 2009 and December 31, 2008
Notes to Consolidated Financial Statements
i. Property and Equipment
All Tangible Property and Equipment has been fully depreciated.
j. Principles of Consolidation
For the years ended December 31, 2009 and 2008, the consolidated financial statements include the books and records of FullCircle Registry, Inc., FullCircle Prescription Services, Inc. and FullCircle Insurance Agency, Inc. All inter-company transactions and accounts have been eliminated in the consolidation.
l. 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.
m. New Technical Pronouncements
In March 2008, the FASB issued FASB ASC 815-10 (Prior authoritative literature: SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities”), which is effective January 1, 2009. FASB ASC 815-10 requires enhanced disclosures about derivative instruments and hedging activities to allow for a better understanding of their effects on an entity’s financial position, financial performance, and cash flows. Among other things, this standard requires disclosures of the fair values of derivative instruments and associated gains and losses in a tabular formant. This standard is not currently applicable to the Company since we do not have derivative instruments or engage in hedging activity.
In May 2008, the FASB issued FASB ASC 944 (Prior authoritative literature: SFAS No. 163, "Accounting for Financial Guarantee Insurance Contracts - an interpretation of FASB Statement No. 60"). FASB ASC 944 interprets Statement 60 and amends existing accounting pronouncements to clarify their application to the financial guarantee insurance contracts included within the scope of that Statement. This standard is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended March 31, 2009. The Company does not believe this standard will have any impact on the financial statements.
In April, 2009, the FASB issued FASB ASC 810-10-65 (Prior authoritative literature: SFAS No. 164, “Not-for-Profit Entities: Mergers and Acquisitions”) which governs the information that a not-for-profit entity should provide in its financial reports about a combination with one or more other not-for-profit entities, businesses or nonprofit activities and sets out the principles and requirements for how a not-for-profit entity should determine whether a combination is in fact a merger or an acquisition. This standard is effective for mergers occurring on or after Dec. 15, 2009 and for acquisitions where the acquisition date is on or after the beginning of the first annual reporting period, beginning on or after Dec. 15, 2009. This standard does not apply to the Company since the Company is considered a for-profit entity
In May 2009, FASB issued FASB ASC 855-10 (Prior authoritative literature: SFAS No. 165, "Subsequent Events"). FASB ASC 855-10 establishes principles and requirements for the reporting of events or transactions that occur after the balance sheet date, but before financial statements are issued or are available to be issued. FASB ASC 855-10 is effective for financial statements issued for fiscal years and interim periods ending after June 15, 2009. As such, the Company adopted these provisions at the beginning of the interim period ended June 30, 2009. Adoption of FASB ASC 855-10 did not have a material effect on our financial statements.
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FullCircle Registry, Inc.
For Year Ending December 31, 2009 and December 31, 2008
Notes to Consolidated Financial Statements
In June 2009, the FASB issued FASB ASC 860-10 (Prior authoritative literature: issued SFAS No. 166, “Accounting for Transfers of Financial Assets, an Amendment of FASB Statement No. 140”), which eliminates the concept of a qualifying special-purpose entity (“QSPE”), clarifies and amends the de-recognition criteria for a transfer to be accounted for as a sale, amends and clarifies the unit of account eligible for sale accounting and requires that a transferor initially measure at fair value and recognize all assets obtained and liabilities incurred as a result of a transfer of an entire financial asset or group of financial assets accounted for as a sale. This standard is effective for fiscal years beginning after November 15, 2009. The Company is currently evaluating the potential impact of this standard on its financial statements, but does not expect it to have a material effect.
In June 2009, the FASB issued FASB ASC 810-10-65 (Prior authoritative literature: SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)”) which amends the consolidation guidance applicable to a variable interest entity (“VIE”). This standard also amends the guidance governing the determination of whether an enterprise is the primary beneficiary of a VIE, and is therefore required to consolidate an entity, by requiring a qualitative analysis rather than a quantitative analysis. Previously, the standard required reconsideration of whether an enterprise was the primary beneficiary of a VIE only when specific events had occurred. This standard is effective for fiscal years beginning after November 15, 2009, and for interim periods within those fiscal years. Early adoption is prohibited. The Company is currently evaluating the potential impact of the adoption of this standard on its financial statements, but does not expect it to have a material effect.
In June 2009, FASB issued ASC 105-10 (Prior authoritative literature: SFAS No. 168, "The FASB Accounting Standards Codification TM and the Hierarchy of Generally Accepted Accounting Principles - a replacement of FASB Statement No. 162").FASB ASC 105-10 establishes the FASB Accounting Standards Codification TM (Codification) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. FASB ASC 105-10 is effective for financial statements issued for fiscal years and interim periods ending after September 15, 2009. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ending September 30, 2009. Adoption of FASB ASC 105-10 did not have a material effect on the Company’s financial statements.
n. Intangible Assets
The Company accounts for intangible assets in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles - Goodwill and Other (Formerly 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. Management made a change of the estimate of useful life from 15 years to 5 years and hence the company began to amortize over the new estimated life starting the 3Q of 2009. The new amortization is $21,510 per quarter.
For the year ending December 31, 2009 the Company expensed $55,312 and in year ending December 31, 2008 the Company expensed $12,292 for the database.
Under the Accounting Standards Codification (“ASC”) 350, Intangibles - Goodwill and Other (Formerly SFAS rule No. 142, “Goodwill and Other Intangible Assets”) the company is required to perform an impairment analysis of our database. Because the database has not been placed into service the Company elected to perform a new appraisal for year ending December 31, 2009. The results of that new appraisal from Rodefer Moss & Co, PLLC valued the database at $1,147,551, which is above our current book value of $303,233.
o. Subsequent Events
The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and has determined that there are no such events that would have a material impact on the financial statements.
F - 12
FullCircle Registry, Inc.
For Year Ending December 31, 2009 and December 31, 2008
Notes to Consolidated Financial Statements
NOTE 2. FORGIVENESS OF ACCOUNTS PAYABLE AND LEGAL SETTLEMENT
In the December Quarter 2009 the company negotiated to exchange notes payable and accounts payable and interest for shares. Three accounts payable and accrued interest totaling $48,827 were negotiated for 716,689 restricted shares of common stock. Three notes payable and accrued interest totaling $101,142 were negotiated for 3,371,416 restricted shares of common stock. The stock was issued on December 30 and December 31, 2009. We recorded a gain on settlement of debt of $57,206 in the statement of operations for the year ended December 31, 2009. We also recorded a related party gain or settlement of debt in additional paid-in capital of $11,000.
During the year ending December 31, 2008 the Company reviewed its outstanding accounts payable listings and negotiated reductions. In 2008 we realized a gain of $2,719 and were recorded in the Company’s statement 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 $7,565,940 and $7,377,073 as of December 31, 2009 and December 31, 2008 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.
·
Locating and merging with other profitable private companies where the owners are seeking liquidity and exit plans.
·
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.
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.
F - 13
FullCircle Registry, Inc.
For Year Ending December 31, 2009 and December 31, 2008
Notes to Consolidated Financial Statements
NOTE 4. NOTES PAYABLE
The Company's notes payable obligations, both related party and unrelated, are as follows:
In December 2009 $40,000 in notes bearing interest at 12% and accrued interest were exchanged for restricted shares. Also, in December 2009 a $25,000 note bearing 8% interest and accrued interest with a Director was exchanged for restricted shares.
Accrued interest on these notes on December 31, 2009 was $85,675 and accrued interest on these notes on December 31, 2008 was $84,198.
$288,564 of our notes payable of $468,563 are in default as of December 31, 2009. $223,564 of those notes that are in default are with related parties. $65,000 of these notes that are in default are with non-related parties.
Future minimum principal payments on notes payable are as follows:
$
468,564
2011 and after
$
Total Liabilities-Notes
$
468,564
F - 14
FullCircle Registry, Inc.
For Year Ending December 31, 2009 and December 31, 2008
Notes to Consolidated Financial Statements
NOTE 5. RELATED PARTY
The Company received advances from an officer during the 2009 year for operating needs. The balance of the notes payable to related parties was $403,564 and $398,564 as of December 31, 2009 and 2008, respectively. An Officer made $30,000 in loans to the Company during 2009 and a Director converted one note of $25,000 to common restricted stock during the year ended December 31, 2009.
NOTE 6. COMMITMENTS AND CONTINGENCIES
Our principal executive offices are located at 161 Alpine Drive, Shelbyville, KY 40065. 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.
The Company’s attorneys were notified on May 15, 2008 that the Company had been named as a defendant in a lawsuit filed by R.C. and Cynthia Willimon. The case was filed in the Shelby Circuit Court, 53rd Judicial Circuit of the Commonwealth of Kentucky, Docket No. 06-CI-00594. The principal parties were: the Plaintiffs, R.C. and Cynthia Willimon and the Defendants, AMPO, LLC, AMPO II, Inc. and FullCircle Registry, Inc. The Plaintiffs alleged that the Company owed them for debts of AMPO, LLC and/or AMPO II, Inc. resulting from a commercial lease entered into by the Plaintiffs and AMPO, LLC and/or AMPO II, Inc.
On August 12, 2009, the Shelby Circuit Court dismissed this case.
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 Accounting Standards Codification (“ASC”) 350, Intangibles - Goodwill and Other, (formally 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 exceeded our book value of $368,746, less accumulated depreciation of $12,292. Therefore, no impairment is determined at the end of December 31. 2008.
In September of 2009 Management made a change of the estimate of useful life from 15 years to 5 years and hence the company began to amortize over the new estimated life starting the 3Q of 2009. The new amortization is $21,510 per quarter.
In March of 2010 Rodefer Moss & Co, PLLC was retained for a new appraisal of our database for December 31, 2009 and the value was estimated to be $1,147,551 and therefore Management determined that no impairment of our database was necessary.
F - 15
FullCircle Registry, Inc.
For Year Ending December 31, 2009 and December 31, 2008
Notes to Consolidated Financial Statements
NOTE 8. WARRANTS
There are no outstanding Warrants.
NOTE 9. STOCKHOLDERS EQUITY
During the March quarter 2008, the Company issued 100,000 restricted shares to Trent Oakley for $4,000 in services at .04 per share.
During the June quarter 2008, the Company issued 100,000 restricted shares to Trent Oakley for $4,000 in services at .04 per share.
During the June quarter 2008, the Company issued 100,000 restricted shares for $4,000 in 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 $3,377 in services at .011 per share.
In October 2008 the Company issued 1,666,667 restricted shares for $50,000 cash for operations at .03 per share.
In December 2008 the Company issued 2,500,000 restricted shares for $50,000 cash for operations at .02 per share.
In May 2009 the Company issued 1,270,000 restricted shares for $40,000 cash for operations at .0315 per share.
In September 2009 the Company issued 666,668 restricted shares for $20,000 cash for operations at .03 per share.
In September 2009 the company issued 500,000 shares for exchange of 10,000 Class A Preferred shares.
In December 2009 the company issued 716,689 restricted shares in exchange for $48,827 in accounts payable and accrued interest.
In December 2009 the company issued 3,371,416 restricted shares to retire $101,142 in notes and accrued interest.
In December 2009 the company issued 500,000 restricted shares for $10,000 in cash for operations at .02 per share.
NOTE 10. SUBSEQUENT EVENTS
Subsequent to December 31, 2009 the company issued the following shares for cash and services:
In March 2010 the company issued 1,250,000 restricted shares for $50,000 in cash for operations at .04 per share.
In March 2010 the company issued 109,313 restricted shares for $3,279 in services at .03 per share.
In March 2010 the company issued 1,000,000 restricted shares for $40,000 in cash for operations at .04 per share.
F - 16