GALAXY NEXT GENERATION, INC. - FORM 10-K

Attached files

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EX-32.1 - EXHIBIT 32.1 SECTION 906 CERTIFICATION - GALAXY NEXT GENERATION, INC.	f10k123115_ex32z1.htm
EX-31.1 - EXHIBIT 31.1 SECTION 302 CERTIFICATION - GALAXY NEXT GENERATION, INC.	f10k123115_ex31z1.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-K

X .Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2015

.Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 333-51918

FULLCIRCLE REGISTRY, INC.

(Exact name of registrant as specified in its charter)


NEVADA		87-0653761
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)

161 Alpine Drive, Shelbyville, Kentucky 40065

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (502) 410-4500

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

(None)

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

(None)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes . No X .

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes . No X .

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes X . No .

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes X . No .

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule

12b-2 of the Exchange Act. (Check one):


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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes . No X .

The aggregate market value of the voting stock of the registrant held by non-affiliates (affiliates being, for these purposes only, directors, executive officers and holders of more than 5% of the registrant’s common stock) of the registrant as of June 30, 2015 was approximately $561,141 for 98,445,809 shares at $.0057 per share.

The number of shares outstanding of the issuer's Common Stock, as of December 31, 2015 was 185,754,300

Table of Contents


		Page
Part I
Item 1 Business		4
Item 1A Risk Factors		11
Item 1B Unresolved Staff Comments		11
Item 2 Properties		11
Item 3 Legal Proceedings		11
Item 4 Mine Safety Disclosures		11

Part II
Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchase Of Equity Securities		11
Item 6 Selected Financial Data		12
Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations		12
Item 7A Quantitative and Qualitative Disclosures about Market Risk		15
Item 8 Financial Statements and Supplementary Data		15
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosures		15
Item 9A Controls and Procedures		15
Item 9B Other Information		16

Part III
Item 10 Directors, Executive Officers, and Corporate Governance		16
Item 11 Executive Compensation		17
Item 12 Security Ownership of Certain Beneficial Owners and Directors and Management and Related Stockholder Matters		18
Item 13 Certain Relationships and Related Transactions, and Director Independence		18
Item 14 Principal Accounting Fees and Services		18

Consolidated Financial Statements for the Period Ended December 31, 2015 and 2014		F-1

Part IV
Item 15 Exhibits, Financial Statement Schedules		19

Audit and Signatures		20

PART I

ITEM 1. Business.

History:

Our initial business began in 2000 with the formation of FullCircle Registry, Inc (“FullCircle” or the “Company”). We were a technology-based business that provided emergency document and information retrieval services. 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 Current Business:

Our business plan is to target the acquisition of small profitable businesses with the following mission statement:

FullCircle Registry, Inc.’s, mission is to provide exit capabilities for small to medium sized private profitable companies through acquisition to improve our stockholder value while leaving those companies autonomous where possible to continue to be managed by the team that founded them, and subsequently providing liquidity and increased returns for the founder(s).

We have entered the “analysis” and “selection” phase of our M&A activities and will be announcing any major activities through PR newswire releases. However, with recent rule changes we are now permitted to release news via our Announcements page on our web site: www.fullcircleregistry.com. Watch for updates on progress on our business model change on our web site. These will also be broadcast via our email blasts to those stockholders who have registered their name and email address with the company.

New Business plan and new direction

We have established four subsidiaries. In addition to the parent company, FullCircle Registry, Inc., we have added companies in the following business sectors: distribution of medical supplies, entertainment, insurance agency and prescription assistance services. In 2010 we purchased our first property, in Indianapolis, Indiana, that contains the Georgetown 14 Digital Cinemas. Revenues for 2011, 2012, 2013, 2014 and 2015 were predominantly from the movie theater operations. Our medical supplies distribution company, FullCircle Medical Supplies, Inc., plans to commence operations in 2016 when funding is available. FullCircle Insurance Agency, Inc. and FullCircle Prescriptions, Inc. are currently inactive, pending national economic improvements and changes in the healthcare sector.

Funding for acquisitions, theater improvements and operating capital

On January 3^rd, 2015 we issued a put for $100,000 to Kodiak Capital under our Stock Purchase Agreement with that firm. During the subsequent five-day pricing period our stock dropped from $.0465 to $.0035. Consequently the put price of our shares was lowered to $.00391, which provided only $47,500 in funding.

Based on this difficult situation with the market price of our stock, and the effect of possible short selling activity, we have refrained from further action regarding any additional funding requests from Kodiak Capital. Our arrangement with Kodiak Capital expired on June 30, 2015.

In July 2015 we entered into discussions with Local Initiatives Support Corporation (“LISC”) for the purpose of receiving funding assistance for the business model change of our theater in Indianapolis. Additional information regarding those activities is reported under “New direction business model for Georgetown 14 Cinemas,” below.

FullCircle Entertainment, Inc.

In 2010 we established FullCircle Entertainment, Inc. (“FullCircle Entertainment”) for the purpose of acquiring movie theaters and other entertainment venues.

On December 31, 2010, FullCircle Entertainment purchased Georgetown 14 Cinemas, a movie theater complex property at 3898 Lafayette Road, Indianapolis, Indiana 46224.

A summary of the Georgetown 14 acquisition follows:

The 8-acre property purchase price was $5.5 million.

The appraised value was $7.85 million.

Assumed mortgage was $5,047,841 with issuance of Company stock valued at $452,159.

24 employees.

In January 2012 we converted all of our screens to a digital format and installed 3D capability at a cost of $790,000, which we financed with a secured loan. The digital format offers a crisper view and allows the exhibition of 3D movies on three of our screens. Two of our theaters had been previously converted to digital prior to 2012.

In 2012 we renegotiated the mortgage on the property, resulting in a reduction of 3/4 percentage point in the interest rate. In March 2013 we again renegotiated the mortgage, resulting in a further reduction of 1/4 percentage point. Our mortgage currently is currently at a 4 ¾ % interest rate. Due to the decline in movie revenues and related decline in operating cash flows, in 2015 it was difficult for us to maintain the current level of principal and interest payments. On July 31, 2015, we entered into a change in terms agreement with our lender whereby our lender agreed to modify our payment schedule from a monthly fixed principal and interest payment in the amount of $34,435 to interest only payments beginning with payment due date of June 15, 2015 thru November 15, 2015. The normal payment of principal and interest of $34,435 was to resume on December 15, 2015. Due to the continued poor movie revenues, we are currently delinquent in our mortgage payments, as payments of interest only have been made in December 2015 and the January and February months subsequent to year-end. In late 2015, the mortgage on our property was transferred to another lender, and we are in negotiations with our new lender to further revise our payment schedule so as to allow us to be in compliance with the payment provisions and avoid being delinquent on our loan obligation.

During 2013 we increased pricing of our tickets and concessions to be in line with other competing full service digital theaters in our area; however, we remain the most competitive theater in our area.

We also developed a new web page for the Georgetown 14 Digital Cinemas allowing for a more complete patron information center. The new site is: www.georgetowncinemas.com. Our patrons can now find us on Facebook and Twitter, and sign up for our weekly newsletter keeping them informed about the upcoming movies and news about our Georgetown improvements and community events.

In 2013, we began an upgrade to the Georgetown 14 Digital Cinemas, with more signage and a planned remodel of our concession and lobby areas, as well as new employee uniforms. Funding for these improvements has been difficult, but we have managed to begin the process with the assistance from major stockholders. We plan to install new furniture, which will allow a place for our patrons to meet and enjoy our enhanced concession menu, as well as enjoy our new WiFi hot spots throughout the theater. The progress has been slower than expected because of the shortage of stronger movies in for the last three years.

We launched a gift card program as well as a Customer Rewards program. Since its inception in January 2014 more than 500 patrons have enrolled in the Customer Rewards program. This will allow us to identify the zip codes of our patrons, so that we can target specialized marketing materials and monitor our growth outside our immediate area.

We also added uniformed security from dusk to close on weekends, and increased our management compensation to be more commensurate with other local theaters. We hired a maintenance manager to maintain the theater and to improve the patron experience.

If we are able to procure additional financing, we plan to improve our theater operations to allow us to offer:

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

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

Business meetings requiring high-speed internet upload and download capabilities

Private party functions

Adult beverages and increase food selections with our menu

In 2015, nationwide theater revenues were down again compared to the preceding year, due principally to a series of poorly reviewed and disappointing movies that were released. We experienced a decline in attendance, so our ticket sale revenues are below 2014 levels.

A portion of the building housing the Georgetown Digital Cinemas also includes a grocery store space, which we lease to an independent operator. The lease was set to expire in 2014, and in March 2014 we renewed the lease to Save-A-Lot Stores, a grocery store operator, for another 7 years with three 5-year options.

Our theatre operations are under the supervision of our General Manager who is responsible for overseeing the day-to-day operations of our controls, company procedures, company policies, film scheduling, employee training and scheduling.

The majority of our revenues come from the sale of movie tickets and concessions. For the year ended December 31, 2015, box office admissions and concession sales were 84% of total revenues. We license our movies from distributors generally owned by the major studios. In 2015 our film rental expense constituted 58% of our ticket sales, leaving only 42% for overhead and operating expenses.

Most of the tickets we sell are sold at our theatre box offices immediately before the start of a film. Patrons can also buy tickets in advance on the Internet.

Our strategy emphasizes quick and efficient service in our concession stand built around a limited menu, primarily focused on higher margin items such as popcorn, soft drinks, flavored popcorn, candy, frozen drinks, hot dogs, pizza and pretzels. Our concession inventory is purchased from a local supplier. We are attempting to upgrade to digital menu boards. We believe that the installation of these menu boards will enhance customer service and may lead to incremental concessions revenue.

We plan to expand our food and beverage menus, including the sale of alcoholic beverages in the future, as well as a rollout of other theatre dining options, if funding is available.

Typically, movie studios release films with the highest expected revenues during the summer and the holiday period between Thanksgiving and Christmas, causing seasonal fluctuations in revenues. Our slow season is January through March, usually because of weather, and the period August through October.

We believe that it is important to build patron loyalty through enhancing the benefits received by attending our theatre. We are finalizing our loyalty program where members earn points based on admissions and concessions purchases. Upon achieving designated point thresholds, members are eligible for specified awards, such as admission tickets, concession items and theater logo shirts and hats.

We obtain licenses to exhibit films by using a booking agent to negotiate directly with film distributors. Prior to negotiating for a film license, the booking agent evaluates the prospects for upcoming films, applying criteria such as cast, director, plot, and performance of similar films, estimated film rental costs and expected revenues, as well as the demographics of our market area. Because we only license a portion of newly released first-run films, our success in licensing depends greatly upon the availability of commercially popular motion pictures, and the preferences of patrons in our market and insight into trends in those preferences.

Negative economic conditions have adversely affected our business and financial results by reducing amounts consumers spend from expendable dollars on attending movies and purchasing concessions.

Our business depends on consumers voluntarily spending discretionary funds on leisure activities. Movie theatre attendance and concessions sales may be affected by prolonged negative trends in the general economy that adversely affect consumer spending.

Our customers may have less money for discretionary purchases because of negative economic conditions such as job losses, foreclosures, bankruptcies, sharply falling home prices, reduced availability of credit and other matters, resulting in a decrease in consumer spending or causing consumers to shift their spending to alternative forms of entertainment. This may affect the demand for movies or severely impact the motion picture production industry such that our business and operations could be adversely affected.

In 2014 and 2015 we have invested over $200,000 in upgrades to the building in Indianapolis. More work is necessary but we believe that the facility is in better condition than during recent years. Most of the funding for our upgrade work is being supplied by our largest shareholders with 15% notes.

New direction business model for Georgetown 14 Cinemas

The cost of renting movies from studios and filmmakers continues to increase. In addition, the quantity of major new releases each week has declined. In general, we do not receive the best first run movies anymore.

On the other hand, the casual restaurant business has been on the upswing in recent years, and consumer demand for restaurant meals has increased.

Because of these trends, we have been attempting to refinance the theater or acquire other funding to finance the conversion of the theater into an “In-Theater Dining” experience and replace the stadium seating with recliner lounge seating. As a result of changes in Hollywood’s direction and the popularity of Netflix and other movie aftermarket activity, the theater business model is changing, and many theater companies are starting to convert to enhanced food and beverage services. In addition, many theaters are transforming their auditoriums to luxury reclining seating. Fortunately, as of this date only two theaters in our marketplace have converted. Studio Movie Grill converted a facility 10 miles from us to full in-dining services and Circle Center has converted to just luxury recliners. We believe that we need to move quickly to protect our investment.

We believe we have an ideal theater footprint for us to do a complete conversion, including a nice area for a lounge and a lobby large enough to install a food or beverage destination area as well. The plan would be to convert the smallest auditorium into a kitchen. In our phase one plans we would convert four auditoriums into luxury recliner seating and begin serving an expanded menu and beverages. In phase two more theaters would be converted as well.

Because of the improved performance in the casual restaurant sector in past years, we believe that this trend will continue. Economically, if a person and their spouse want to do a dinner and a movie it takes about four hours to do and if they have children the babysitting cost is very high. Combining the theater and the restaurant reduces the time to about two hours and becomes more economically attractive.

Since October 2014 we have been working with agencies that are involved in economic development in the depressed areas of Indianapolis. We have had two meetings with representatives of the Mayor of Indianapolis, and a meeting with Mayor Ballard on July 28^th. The Mayor’s office introduced us to Local Initiatives Support Corporation (“LISC”), which provides grants and financing for redevelopment of urban commercial properties and we are requesting a grant to provide the funding to convert the theater. Indianapolis has expressed interest in improving the Georgetown 14 area, and members of the city’s economic development staff are assisting us in our campaign. Our applications for the conversion grant and the refinancing of the property have been submitted.

The area has been economically damaged by the problems with the Lafayette Square Mall, adjacent to us, along with the recession. Currently, Lafayette Square Mall is less than 50% occupied. LISC is interested in helping the area to improve the business climate and begin a recovery. Another mall area, Lafayette Shoppes, which is adjacent to our property, has also experienced a decline in tenants. Currently that center’s shops are only 50% occupied.

Among other activities, we have been engaged in a property tax appeal since May 2012 to correct our valuations, back to 2011. In late August we made a presentation to the Tax Review Board of Marion County for the purpose of evaluation of our historical assessments and taxes on the theater property. We won this appeal and we have received credits of $190,000 dating back to the assessments in 2011. We have engaged in a payment plan to clear the remaining property tax balance in monthly payments of $4,010 per month through June of 2016. We are still in the process of appealing the 2014 and 2015 assessments.

Since we have resolved the valuation and tax issues, we became cleared to submit our LISC application. All of the required information, financial history and pro formas, along with details of the five phases of our plan, have been submitted to LISC.

If we receive a favorable response from LISC, it is our goal that LISC would provide the funding for the theater conversion and upgrade. We are requesting funds sufficient to complete the conversion of half the theater. Our pro forma with the conversion is estimated to take our FullCircle Entertainment revenues to the $2.7 to $3.0 million level in the first year after conversion, which would be more than double our current revenue. Performances of other existing theaters that have made this conversion have had even greater percentages increases. Of course, these pro forma estimates depend on a number of assumptions.

No assurances can be made at this time as to the success of our plan to acquire the funding and lease or sell the property.

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. In such an event, this may have a materially adverse effect on our business, operating results and financial condition. 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.

Subsequent to December 31, 2015 on February 20, 2016 we received a Letter of Intent (LOI) for the purpose of purchasing a portion of our parking lot. The LOI purpose is to use the south end of the parking lot for a mixed-use building housing retail shops and millennium apartments. At this time the developer is engaged in a feasibility study. If this purchase for the development moves forward it will provide some working capital as well as improve the value of our remaining property. The area being discussed is about one acre in size.

FullCircle Medical Supplies, Inc.

Until the theater funding is available the development of FullCircle Medical Supplies, Inc. has been put on hold.

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

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

Acquiring these businesses and covering the whole state of Louisiana should provide:

Economies of scale, reducing costs of inventory and operational expenses

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

Smaller vehicle fleets

Improved buying power by purchasing in volume

Reduced insurance expense

Improved individual store web sites

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

Social media marketing

Centralized billing and insurance claim processing

Improved receivables controls

Increased selection of products

Operational synergies between all stores

Improved margins and profitability

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

We have not completed any acquisitions at this time because of our current stock price and because of funding.

During 2014 we signed an agreement with Kodiak Capital for the purpose of acquiring equity funding to proceed with our acquisition plans. Subsequent to December 31, 2014 we exercised a put for $100,000 in funding to begin the process of accessing $1.5 million in funding.

Because of the immediate drop in our stock price our put for funding only resulted in funds of $47,500, because Kodiak Capital reached their limit of 9.9% of our Common Stock.

Because of our current share price we are not able to continue our funding plans with Kodiak Capital until our share price returns to reasonable levels.

We believe that individuals or institutions that are engaged in a shorting process targeted us because of our very low float as well as our limited liquidity.

On April 2, 2015 we announced that we engaged Innovative Marketing to assist in disseminating information about the mission of our company and to assist in attracting more investors to increase our stockholder base, improve our stock price and provide additional liquidly of our stock in the market. The performance of Innovative Marketing was unsatisfactorily so we vacated the agreement.

FullCircle Insurance Agency, Inc.

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

FullCircle Prescription Services, Inc.

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

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

Competition:

Movie Theater Entertainment:

The motion picture exhibition industry is fragmented and highly competitive. Our theaters compete against regional and independent operators as well as the larger theatre circuit operators.

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

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

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

One of our advantages is that we have a radius of 7.5 miles without a competitive theater. In a five-mile radius we have an estimated 240,000 wall-to-wall people available taken from the 2010 census. No other theater location in Indianapolis has the exclusive large market area that we hold.

The theater business model is in transition. Since the rental cost of movies is increasing the concession sales is the only way for a theater to be profitable. Movie rental fees now reach 58% of the ticket price. Consequently theaters are evolving into restaurants. Instead of a theater with concessions the new model will become a restaurant with entertainment. It is expected that the current theater business model will become obsolete in five years giving way to the restaurant business with entertainment in urban markets.

Durable Medical Equipment:

Because of the delay in the resolve of our theater the DME business model has been placed on hold.

The durable medical equipment supply business is highly fragmented, consisting mainly of local pharmacies, small pharmacy chains, and local distributors and retail outlets. As a result, the business is not overly price competitive, and prices are generally comparable market to market and state to state. Pricing is predominantly controlled by insurance companies and by Medicare / Medicaid reimbursement policies. Revenue improvement depends on additional services and improved marketing. According to Forbes Magazine, in 2012 the medical supply business was the second most profitable of the top 20 small businesses in the country.

Successful medical supply businesses are profitable because the founders or managers devote their attention to customer service and inventory management, to ensure quick delivery to their patrons. We plan to maintain this performance in businesses we acquire.

Recently, Medicare has developed a competitive bidding process in larger cities that is squeezing margins of many DME businesses. We believe this trend will continue, and consequently will require better management and control of expenses to maintain profitability. We believe this situation will provide us an opportunity to acquire some of these businesses, and to provide the synergies to remain competitive and improve profits. Initially, we plan to work in the more rural markets, which do not have competitive requirements from Medicare like New Orleans and Baton Rouge.

Debt:

We have a substantial amount of indebtedness, which may adversely affect our cash flow and our ability to operate our business. As of December 31, 2015, we have approximately $1,112,000 in unsecured notes payable. The majority of our unsecured notes are with insiders of the company and does not require any debt maintenance at this time, as interest is accrued.

We have a mortgage of $4,373,000 for our property in Indianapolis and $361,295 in the outstanding balance on our digital equipment note, which is also secured.

Our amount of indebtedness could have important consequences. For example, it could:

increase our vulnerability to adverse economic, industry or competitive developments;

result in an event of default if we fail to satisfy our obligations with our mortgage, which requires debt maintenance of $34,434 per month.

require a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our mortgage indebtedness, therefore reducing our ability to use our cash flow to fund our operations, capital expenditures and future business opportunities;

increase our cost of borrowing;

restrict us from making strategic acquisitions

limit our ability to service our indebtedness;

limit our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions or general corporate purposes;

limit our flexibility in planning for, or reacting to, changes in our business or the industry in which we operate, placing us at a competitive disadvantage to less highly leveraged competitors who may be able to take advantage of opportunities that our leverage prevents us from exploiting; and

prevent us from raising the funds necessary to proceed with planned acquisitions in our Medical Supplies business model.

Employees:

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

ITEM 1A. Risk Factors

As a “smaller reporting company” we are not required to respond to this item.

ITEM 1B. Unresolved Staff Comments

As a “smaller reporting company” we are not required to respond to this item.

ITEM 2. Properties

Our principal executive offices are located at 161 Alpine Drive, Shelbyville, KY 40065. Our telephone number is 502-410-4500. Our office consists of approximately 1,200 square feet of office space, leased for $750 per month on a month-to-month basis. We have elected to maintain a month-to-month agreement should acquisitions dictate the moving of our corporate offices.

We also own the Georgetown 14 Digital Cinemas movie complex located in Indianapolis, Indiana. The property currently houses a 14 movie theatre complex, which is owned and operated by us. A portion of the building housing the Georgetown Digital Cinemas also includes a grocery store space, with a Save A Lot lease which we renewed in 2014 for seven years with three five year options.

ITEM 3. Legal Proceedings.

We are not currently subject to any material pending legal proceedings.

ITEM 4. Mine Safety Disclosures.

Not applicable.

PART II

ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Our common stock trades on the OTC Bulletin Board, or OTCBB, under the trading symbol FLCR.

The following table sets forth, for the periods indicated, the high and low closing prices as reported by OTCBB for our common stock for fiscal years 2014 and 2015 and the latest information during the first quarter 2016. The OTCBB quotations reflect inter-dealer prices, without retail mark-up, markdown or commission and may not represent actual transactions. We experienced a short attack on our stock in January 2015 and at this time we have been unable to recover from that manipulation. It is expected that if we are able to acquire funding for the theater conversion our market price will return to more realistic values.


	High	Low	Close
2016
First Quarter	0.0035	0.0014	0.0014

2015
First Quarter	0.0465	0.0041	0.0043
Second Quarter	0.013	0.0043	0.0057
Third Quarter	0.0057	0.002	0.0039
Fourth Quarter	0.0039	0.0028	0.0032

2014
First Quarter	0.07	0.028	0.036
Second Quarter	0.060	0.02	0.02
Third Quarter	0.03	0.015	0.0225
Fourth Quarter	0.0465	0.015	0.0465

We have never declared or paid any cash dividends on our common stock and we do not anticipate paying any cash dividends on our common stock in the foreseeable future. The payment of dividends, if any, in the future is within the discretion of our Board of Directors and will depend on our earnings, capital requirements and financial condition and other relevant facts. We currently intend to retain all future earnings, if any, to finance the development and growth of our business.

The number of record holders of our common stock at March 31, 2016 was approximately 612.

ITEM 6. Selected Financial Data

As a “smaller reporting company” we are not required to respond to this item.

ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

New Business plan and new direction

In recent years we have established four operating subsidiaries. In addition to the parent company, FullCircle Registry, Inc., we have added companies in the following business sectors: distribution of medical supplies, entertainment, insurance agency and prescription assistance services. In 2010 we purchased our first property, in Indianapolis, Indiana, that contains the Georgetown 14 Digital Cinemas. Revenues for 2011, 2012, 2013, 2014 and 2015 were predominantly from the movie theater operations. Our medical supplies distribution company, FullCircle Medical Supplies, Inc., plans to commence operations when the theater issues are resolved. FullCircle Insurance Agency, Inc. and FullCircle Prescriptions, Inc. are currently inactive, pending funding, national economic improvements and changes in the healthcare sector.

Results of Operations

Revenue:

Revenues during the year ended December 31, 2015 were $1,142,484 with cost of sales of $363,174 yielding a gross profit of $779,310, 68.2% of revenue. This compares to revenues of $1,497,813 with cost of sales of $589,176 yielding a gross profit of $908,637, 60.7% of revenue, for the same period in 2014.

During 2015 year nationwide theater revenues were down compared to the preceding year, due principally to a series of poorly reviewed and disappointing movies that were released. We experienced a decline in attendance, so our theater revenues were below 2014 levels by 18.8%. In addition to the less popular movies we continue to be impacted by the poor economy in the theater’s area. Although the nation has begun to show signs of recovery, the expendable incomes with the people in this area have not improved.

Selling, general, and administrative expenses during the year ended December 31, 2015 were $712,944 resulting in an income before depreciation and amortization of $66,366. Depreciation expense totaled $408,517, resulting in an operating loss of $342,151. Other expenses, including interest expense was $353,527, resulting in a net loss of $695,678. In 2014, selling, general, and administrative expenses were $957,831, resulting in a loss before depreciation of $311,156. Depreciation expense totaled $261,962, resulting in an operating loss of $311,156. Other expenses, including interest expense totaled $342,272, resulting in a net loss of $653,428.

Non-cash expenses during the year ending December 31, 2015 were $603,403, including depreciation expense of $408,517, and stock issued for services of $194,886. Non-cash expenses during the year ending December 31, 2014 were $394,137, including depreciation expense of $261,962 and stock issued for services of $132,175.

Our 2015 revenues were down from 2014. Our 2016 revenues are expected to remain consistent with 2015 because the economy around the theater is expected to stabilize as unemployment is starting to drop in the area. However, we remain dependent on first run releases from the movie companies to generate revenues from the theater. Providing that funding is obtained in 2016, improved revenues could occur.

Legal, Accounting, Amortization and Depreciation Expenses:

A large portion of our 2015 parent company operating expenses was the result of SEC compliance requirements for our 2014 10K and three 10Q SEC filings in, accounting, and legal services.

Liquidity and Capital Resources:

As of December 31, 2015, the Company had total assets in the amount of $5,315,979 compared to total assets in the amount of $5,713,556 at December 31, 2014. These assets principally consisted of $17,313 in cash, $28,496 in accounts receivable, $10,870 in utility deposits, $3,267 in inventory, $305 in prepaid expenses, $5,255,728 in property and equipment (including the Georgetown 14 Digital Cinemas property.). Total assets at December 31, 2014 consisted of $6,316 in cash, $28,584 in accounts receivable, $2,583 in inventory, prepaid expenses of $958 and $5,664,245 in property and equipment.

On December 31, 2015, the Company had $6,374,179 in total liabilities. Current liabilities included $90,111 in accounts payable, $8,845 in accrued expenses, $13,373 in prepaid rental income, $234,588 in accrued interest, $33,124 in preferred dividends payable, current notes payable of $30,000, $1,081,653 in notes payable – related party, current portion of mortgage and equipment loan of $4,477,921, $148,190 in accrued property taxes, a long term portion of digital equipment note of $256,374.

On December 31, 2014 the Company had $6,327,444 in total liabilities. Current liabilities included $79,997 in accounts payable, $5,534 in accrued expenses, $13,373 in prepaid rental income, $140,324 in accrued interest, $27,128 in preferred dividends payable, current notes payable of $30,000, $836,311 in notes payable – related party, current portion of mortgage and equipment loan of $312,593, $266,627 in accrued property taxes, long term portion of digital equipment note of $348,087, and long term portion of mortgage payable of $4,267,461.

Net cash used by operating activities for the year ended December 31, 2015 was $103,000 compared to net cash used of $53,331 in the year ended December 31, 2014.

During the year ended December 31, 2015, $113,997 was provided by financing activities compared to $178,216 provided by financing activities in 2014.

During the year ended December 31, 2015, $0 was used in investing activities and $132,836 was used in investing activities in 2014.

In 2015, in an effort to secure capital to cover operations at our Georgetown 14 Digital Cinemas, we borrowed $245,342 from certain major related stockholders, represented by promissory notes.

On December 31, 2015, our stockholders’ deficit was $1,058,200 as compared to a deficit of $613,888 on December 31, 2014.

We are currently focused on acquiring $1,500,000 in funds from LISC.org for the purpose of converting our theater to the “In-Dining Theater” concept with recliner seating.

On July 10, 2014 we announced that we had entered into a $1.5 million common stock purchase agreement with Kodiak Capital Group, LLC pending SEC approval. A Registration Statement on S-1 was filed on July 10, 2014. On December 18, 2014 the SEC declared the Registration Statement effective.

Subsequent to December 31, 2014, on January 3^rd, 2015 we issued a put for $100,000 to Kodiak Capital. During the subsequent five-day pricing period our stock dropped from $.0465 to $.0035. Consequently the put price of our shares was lowered to $.00391, which provided only $47,500 in funding.

Based on this difficult situation with the market price of our stock and the damages from the possible shorting activity we have refrained from further action regarding any additional funding requests from Kodiak Capital. Our arrangement with Kodiak Capital expired on June 30, 2015.

In early 2014 we received a letter of intent for the purpose of leasing our Georgetown 14 Theater. We negotiated and accepted reasonable terms of a lease and after six months the company vacated the LOI. Their broker informed us that they were unable to obtain the funds necessary for their planned $2.5 million conversion of the theater.

The interest resulted from the CEO’s solicitation of over 40 national theater companies beginning in 2013 which continues alongside our funding discussions.

In October 2014 we once again returned to seeking a theater company to lease or purchase our property. We continue our mission to lease the theater before or after our planned conversion. We are in discussion with several theater companies. Many of those companies who believe in the new direction of the theater industry are very busy converting their own theaters. The top majors have been slow to react.

No assurances can be made as to the success of the leasing or sale of our property; however we have paid down our mortgage by approximately $1 million since acquisition in 2010 so should this occur we would be in a better financial position.

Factors That May Impact Future Results:

At the time of this filing, 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 expand our operations and implement our plans.

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 paragraphs, attain profitable operations and acquire profitable companies. 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 occur once we continue our acquisition program. Current cash balances and the realization of accounts receivable will not be sufficient to fund planned acquisitions.

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, contingencies and litigation. If the company is profitable in 2016 our loss carry forward should eliminate cash needs for income taxes. 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 of Financial Condition and Results of Operation,” 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 products,

Selling our property,

Leasing Georgetown 14 Cinemas; and

Competition in our market.

ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company” we are not required to respond to this item.

ITEM 8. Financial Statements and Supplementary Data

The financial statements of the Company and notes thereto appear on page F-1 and are incorporated herein by reference.

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

None.

ITEM 9A. Controls and Procedures.

Under the supervision and with the participation of our management, including the Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer), we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e), as of the end of the period covered by this report.

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (“Disclosure Controls”) as of the end of the period covered by this Form 10-K. The Disclosure Controls evaluation was conducted under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer. Disclosure Controls are controls and procedures designed to reasonably assure that information required to be disclosed in our reports filed under the Exchange Act, such as this Form 10-K, is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms. Disclosure Controls are also designed to provide reasonable assurance that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

The evaluation of our Disclosure Controls included a review of the controls’ objectives and design, our implementation of the controls and the effect of the controls on the information generated for use in this Form 10-K. During the course of our evaluation of our internal control over financial reporting, we advised our Board of Directors that we had identified a material weakness as defined under standards established by the Public Company Accounting Oversight Board (United States). A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness we identified is discussed in “Management’s Report on Internal Control Over Financial Reporting” below. Our Chief Executive Officer and Chief Financial Officer have concluded that as a result of the material weakness, as of the end of the period covered by this Annual Report on Form 10-K, our Disclosure Controls were not effective.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting; as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.

Our internal control system was designed 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. Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management, including our principal executive officer and principal accounting officer, conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework.

Based on our evaluation, our management concluded that there is a material weakness in our internal control over financial reporting. The material weakness identified did not result in the restatement of any previously reported financial statements or any related financial disclosure, nor does management believe that it had any effect on the accuracy of the Company’s financial statements for the current reporting period.

The material weakness relates to the fact that our management is relying on external consultants for purposes of preparing its financial reporting package; however, the officers may not be able to identify errors and irregularities in the financial reporting package before its release as a continuous disclosure document.

We will continue to engage an outside CPA with SEC related experience to assist in correction of these material weaknesses. In addition we will continue to appoint an accountant to provide financial statements on a monthly basis and to assist with the preparation of our SEC financial reports, which will allow for proper segregation of duties as well as additional manpower for proper documentation.

Because of the material weakness described above, management concluded that, as of December 31, 2015 our internal control over financial reporting was not effective based on the criteria established in Internal Control-Integrated Framework issued by COSO.

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.

In May 2013, the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") released an updated version of its Internal Control - Integrated Framework ("2013 Framework"), Initially issued in 1992, the original framework ("1992 Framework") provided guidance to organizations to design, implement and evaluate the effectiveness of internal control concepts and simplify their use and application. The 2013 Framework is intended to improve upon systems of internal control over external financial reporting by formalizing the principles embedded in the 1992 Framework, incorporating business and operating environment changes and increasing the framework ease of use and application. The 1992 Framework remained available until December 15, 2014, after which it was superseded by the 2013 Framework. As of December 31, 2014, the Company transitioned to the 2013 Framework. The Company did not experience significant changes to its internal control over financial reporting as a result from the transition to the 2013 Framework.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit smaller reporting companies like us to provide only management’s report in this annual report.

This report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

ITEM 9B. Other Information.

None.

PART III

ITEM 10. Directors, Executive Officers, and Corporate Governance

The following table sets forth the name, age, position and office term of each executive officer and director of the Company.


Name	Age	Position	Since
Alec G. Stone	74	Chairman of the Board	2012
Carl R. Austin	75	Director	2012
Norman Frohreich	73	Director, President, CEO/CFO	2007

Alec G. Stone, Chairman

Mr. Stone has been an attorney in private practice since 1968. Mr. Stone is not currently serving on the Board of any other public company. Mr. Stone is a major stockholder of the Company and holds multiple notes from the Company, representing loans for working capital.

Carl R. Austin.

Mr. Austin holds a B.S. degree from Indiana University. Mr. Austin is a retired developer and operator of supermarkets, shopping centers and various other businesses. He is not on the board of directors of any other public company. Mr. Austin is a major stockholder of the Company and holds multiple notes from the Company, representing loans for working capital.

Norman L. Frohreich, President and CEO/CFO and Director.

Mr. Frohreich joined the Company 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 appointed as President and CEO. Mr. Frohreich owns his own consulting firm and prior to the FullCircle appointment he provided services to the business community for thirty-five years. He holds a degree in Economics from Purdue University with emphasis in financial management.

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 11. Executive Compensation.

Compensation of Directors:

Directors will be paid 250,000 shares per year for their services. Each director received compensation of 250,000 shares in 2015 for services in 2015.

Compensation of Officers:

The following table lists the compensation received by our former and current officers over the last two years.

SUMMARY COMPENSATION TABLE


Compensation of Officers and Directors
For the Years Ended December 31, 2015 and 2014

Name	Position	Year	Salary	Stock	Other	Total
Alec Stone (4)	Chairman	2015	-	$ 3,750	-	$ 3,750
Carl Austin (4)	Director	2015	-	$ 3,750	-	$ 3,750
Norman Frohreich (1)	Dir/CEO/CFO	2015	-	$ 53,750	-	$53,750
Randall Clauson (3)	VP Secretary	2015	-	$ 3,750	-	$ 3,750

Name	Position	Year	Salary	Stock	Other	Total
Alec Stone (5)	Chairman	2014	-	$ 2,500	-	$ 2,500
Carl Austin (5)	Director	2014	-	$ 2,500	-	$ 2,500
Norman Frohreich (2) (5)	Dir/CEO/CFO	2014	-	$ 42,500	-	$42,500
Randall Clauson (3)	VP Secretary	2014	-	$ 2,500	-	$ 2,500

(1) For services as CEO and CFO and board member from January 2014 to December 2015
(2) For services as CEO and CFO and board member from January 2012 to December 2013
(3) For services as VP Secretary
(4) For services as board member 2014 & 2015
(5) For services as board member 2013
Compensation for Frohreich as CEO and CFO is 2,000,000 shares per year

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth as of December 31, 2015 the name and shareholdings of each director, officer and stockholders holding more than five percent of the Company’s outstanding shares. Except as otherwise indicated, the persons named in the table have sole voting and dispositive power with respect to all shares beneficially owned, subject to community property laws where applicable.


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

Norman Frohreich (2)(3)(4)(5)	Common	25,393,190	13.67%

Alec G. Stone (1)(2)	Common	19,651,855	10.58%

Carl Austin (2)	Common	15,124,499	8.14%

Richard Davis	Common	13,079,247	7.04%

Randall Clauson (3)	Common	5,422,882	2.92%


All as a group	Common	78,671,673	42.35%

(1) Chairman
(2) Director
(3) Officer
(4) Includes 3,213,400 shares attributable to family members of Norman Frohreich
(5) Includes 2,215,514 shares attributable to Norlander Information Services, Inc.

ITEM 13. Certain Relationships and Related Transactions and Director Independence

None

ITEM 14. Principal Accounting Fees and Services.

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of our annual financial statements and review of financial statements included in our Form 10-K and 10-Q reports and services normally provided by the accountant in connection with statutory and regulatory filings or engagements were:

Somerset CPA’s, P.C. $34,000 in 2015

Somerset CPA’s, P.C. $3,000 in 2014

Rodefer Moss & Co, PLLC $26,000 in 2014

Tax Fees:

There were no fees for tax compliance, tax advice and tax planning to our auditors for the fiscal years 2015 and 2014.

All Other Fees:

There were no other 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.

PART IV

Item 15. Exhibits, Financial Statement Schedules.


Exhibit Number	Title	Location

3(i)	Articles of Incorporation*	Form SB-2 filed 2/15/00

3(ii)	Bylaws*	Form SB-2 filed 2/15/00

14	Code of Ethics*	Form 10-K for the Period
		Ended December 31, 2004

31	Certification of the Chief Executive Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Attached

32	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.

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 14, 2016

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 14, 2016

By: /s/ Alec G. Stone

Alec G. Stone

Director

Date: April 14, 2016

By: /s/ Carl R. Austin

Carl R. Austin

Director

Date: April 14, 2016

By: /s/ Norman L. Frohreich

Norman L. Frohreich

President

Chief Executive Officer

Principal Accounting Officer

Director

FullCircle Registry, Inc.

Consolidated Financial Statements for the Period Ended

December 31, 2015 and 2014


Table of Contents	Page

Report of Independent Registered Public Accounting Firm	F-2

Consolidated Balance Sheets	F-3

Consolidated Statements of Operations	F-4

Consolidated Statements of Cash Flows	F-5

Consolidated Statements of Stockholders’ Deficit	F-6

Notes to Consolidated Financial Statements	F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

FullCircle Registry, Inc. and Subsidiaries

Shelbyville, Kentucky

We have audited the accompanying consolidated balance sheets of FullCircle Registry, Inc. and Subsidiaries (a Nevada Corporation) as of December 31, 2015 and 2014, 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 Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements; assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of FullCircle Registry, Inc. and Subsidiaries as of December 31, 2015 and 2014 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Somerset CPAs, P.C.

Indianapolis, Indiana

April 14, 2016

F-2


FullCircle Registry, Inc.
Consolidated Balance Sheets
ASSETS
				December 31,		December 31,
				2015		2014

Current Assets
	Cash		$	17,313	$	6,316
	Inventory			3,267		2,583
	Accounts receivable, net			28,496		28,584
	Prepaid expenses			305		958
Total Current Assets				49,381		38,441
Fixed Assets
	Property and equipment			6,563,277		6,563,277
	Accumulated depreciation			(1,307,549)		(899,032)
Total Fixed Assets				5,255,728		5,664,245
Other Assets				10,870		10,870
TOTAL ASSETS			$	5,315,979	$	5,713,556

LIABILITIES & STOCKHOLDERS' DEFICIT
Liabilities
	Current Liabilities
		Current portion of long term debt	$	4,477,921	$	312,593
		Accounts payable		90,111		79,997
		Deferred rental income		13,373		13,373
		Accrued property taxes		148,190		266,627
		Other accrued expenses		8,845		5,543
		Preferred dividends payable		33,124		27,128
		Note payable related parties		1,081,653		836,311
		Note payable		30,000		30,000
		Accrued interest		234,588		140,324
	Total Current Liabilities			6,117,805		1,711,896
	Long Term Liabilities
		Equipment note payable, less current portion		256,374		348,087
		Mortgage note payable, less current portion		-		4,267,461
	Total Long Term Liabilities			256,374		4,615,548
Total Liabilities				6,374,179		6,327,444
Stockholders' Deficit
	Preferred stock, authorized 10,000,000 shares of $.001 par value
		Preferred A, issued and outstanding is 10,000		10		10
		Preferred B, issued and outstanding is 300,600		300		300
	Common stock, authorized 200,000,000 shares of $.001 par value, issued and outstanding shares of 185,754,300 and 143,605,394 shares, respectively			185,755		143,606
	Additional paid-in-capital			9,390,532		9,175,320
	Accumulated deficit			(10,634,797)		(9,933,124)
		Total Stockholders' Deficit		(1,058,200)		(613,888)
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT			$	5,315,979	$	5,713,556

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

F-3


FullCircle Registry, Inc.
Consolidated Statements of Operations


				For the Years
				Ended December 31,
				2015		2014

Revenues			$	1,142,484	$	1,497,813

Cost of sales				363,174		589,176

Gross profit				779,310		908,637

Operating expenses

	Selling, general & administrative			712,944		957,831

		Total operating expenses		712,944		957,831

Income (loss) before depreciation and amortization				66,366		(49,194)

Depreciation and Amortization

	Depreciation expense			(408,517)		(261,962)

Operating income loss				(342,151)		(311,156)

Other expense

	Interest expense			(353,527)		(342,272)

	Total other expense			(353,527)		(342,272)

Net loss before income taxes				(695,678)		(653,428)

Income taxes				-		-

Net loss			$	(695,678)	$	(653,428)

Net basic and fully diluted loss per share			$	(0.004)	$	(0.005)

Weighted average shares outstanding - Basic				170,062,348		135,076,500

Weighted average shares outstanding - Diluted				195,389,178		150,753,583

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

F-4


FullCircle Registry, Inc.
Consolidated Statements of Cash Flows

				For the Years
				Ended December 31,
				2015		2014
Cash flows from operating activities
	Net loss		$	(695,678)	$	(653,428)
	Adjustments to reconcile net loss to net cash
	used in operating activities
		Depreciation		408,517		261,962
		Stock issued for services		194,886		132,175
		Stock returned to treasury		(25)		-
	Change in assets and liabilities
		Decrease in prepaid expenses		653		4,168
		Decrease in accounts receivable		88		1,844
		Increase in inventory		(684)		(2,583)
		Increase in accounts payable		10,114		9,023
		Increase in accrued interest		94,264		65,714
		Increase (decrease) in accrued expenses		(115,135)		127,794
		Net cash provided by (used in) operating activities		(103,000)		(53,331)

Cash flows from investing activities
	Purchase of fixed assets			-		(132,836)
	Net cash used in investing activities			-		(132,836)

Cash flows from financing activities
	Payments on mortgage payable			(100,885)		(172,366)
	Payments on digital equipment financing payable			(92,960)		(109,481)
	Payments on notes payable			-		(5,000)
	Proceeds from notes payable related parties			245,342		410,063
	Proceeds from sale of common stock			62,500		55,000
	Net cash provided by financing activities			113,997		178,216

	Net increase in cash			10,997		(7,951)

Cash at beginning of period				6,316		14,267
Cash at end of period			$	17,313	$	6,316
Supplemental cash flow information
Cash paid for:
	Interest		$	259,263	$	276,559
Non-cash transactions
	Stock issued for services		$	194,866	$	132,175

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

F-5


FullCircle Registry, Inc.
Consolidated Statements of Stockholders’ Deficit
For the Years Ended December 31, 2015 and 2014

						Additional
		Preferred Stock		Common Stock		paid-in	Accumulated
		Shares	Amount	Shares	Amount	Capital	Deficit

	Balance, January 1, 2014	310,600	$ 310	131,784,426	$ 131,784	$ 8,999,967	$ (9,273,650)

Stock issued for cash at .02 per share		-	-	2,250,000	2,250	42,750	-
Stock issued for cash at .015 per share		-	-	666,667	667	9,333	-
Stock issued for services at .04 per share		-	-	281,770	282	10,989	-
Stock issued for services at .025 per share		-	-	1,500,000	1,500	36,000	-
Stock issued for services at .02 per share		-	-	1,217,905	1,218	23,140	-
Stock issued for services at .01 per share		-	-	5,904,626	5,905	53,141	-
Preferred stock dividend		-	-	-	-	-	(6,046)
Net loss for the year ended December 31, 2014		-	-	-	-	-	(653,428)
	Balance, January 1, 2015	310,600	$ 310	143,605,394	$ 143,606	$ 9,175,320	$ (9,933,124)

Stock issued for services at .005 per share		-	-	13,215,588	13,215	52,863	-
Stock issued for services at .02 per share		-	-	738,280	738	14,028	-
Stock issued for cash at .01 per share		-	-	1,000,000	1,000	9,000	-
Stock issued for services at .01 per share		-	-	8,544,180	8,544	76,898	-
Stock issued for cash from S-1 at .00391 per share		-	-	12,153,358	12,154	35,346	-
Stock returned to Treasury at .01 per share		-	-	(2,500)	(2)	(23)	-
Stock issued for services at .0052 per share		-	-	5,500,000	5,500	23,100	-
Stock issued for cash at .005 per share		-	-	1,000,000	1,000	4,000	-
Preferred stock dividend		-	-	-	-	-	(5,995)
Net loss for the year ended December 31, 2015		-	-	-	-	-	(695,678)
	Balance, December 31, 2015	310,600	$ 310	185,754,300	$ 185,755	$ 9,390,532	$ (10,634,797)

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

F-6

FullCircle Registry, Inc.

For the Years Ended December 31, 2015 and December 31, 2014

Notes to Consolidated Financial Statements

NOTE 1. SIGNIFICANT ACCOUNTING POLICIES

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.

In 2008 the Company elected to revise the mission statement that it would become a holding company for the purpose of acquiring small profitable businesses to provide exit plans for those companies’ owners.

In 2008 the Company formed two new subsidiaries to begin to formulate the expansion of the new business model and the growth of FullCircle Registry, Inc. FullCircle Prescription Services, Inc. and FullCircle Insurance Agency, Inc. were formed in 2008. FullCircle Entertainment, Inc. was formed in 2010 to engage in the operation of a movie theater. In 2013 the Company formed FullCircle Medical Supplies, Inc. to engage in the medical equipment supply business. The details of these companies and plans are identified in the section Item 1. Description of Business of our Form 10-K for 2015

Accounting Method & Revenue Recognition

The Company's policy is to use the accrual method of accounting to prepare and present financial statements that conform to generally accepted accounting principles (“GAAP”). Revenue is recognized for the performance of providing goods, services or other rights to customers.

Principles of Consolidation

For the years ended December 31, 2015 and 2014, the consolidated financial statements include the books and records of FullCircle Registry, Inc., FullCircle Entertainment, Inc., FullCircle Medical Supplies, Inc., FullCircle Prescription Services, Inc. and FullCircle Insurance Agency, Inc. All inter-company transactions and accounts have been eliminated in the consolidation.

Use of Estimates in the Preparation of Consolidated Financial Statements

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

F-7

FullCircle Registry, Inc.

For the Years Ended December 31, 2015 and December 31, 2014

Notes to Consolidated Financial Statements

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, 2015 and 2014. At December 31, 2015 and 2014, the Company had no assets or liabilities that are measured at fair value on a recurring or non-recurring basis.

Capital Structure

The Company’s capital structure is as follows:

The Company is authorized 10,000,000 shares of Preferred stock with a par value of $.001. The Company’s Class A issued and outstanding shares is 10,000. The Company’s Class B issued and outstanding is 300,600.

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

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

Class A preferred shares have no voting rights. Class B preferred shares have voting rights at 10 for 1 share. There is no publicly traded market for our preferred shares.

Preferred dividends declared were $5,995 and $6,046 for each of the years ended December 31, 2015 and 2014, respectively for the Class B shares issued.

Common stock, authorized 200,000,000 shares of $.001 par value, issued and outstanding 185,754,300 on December 31, 2015 and 143,605,394 on December 31, 2014. The common stock has one vote per share. The common stock is traded on the OTCBB under the symbol FLCR.

The Company has not paid, nor declared, any dividends on common shares 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.

F-8

FullCircle Registry, Inc.

For the Years Ended December 31, 2015 and December 31, 2014

Notes to Consolidated Financial Statements

Property and Equipment

Property and equipment are recorded at cost. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation of property and equipment is provided using the straight-line method over the respective useful lives ranging from 3-40 years. Depreciation expense for the years ended December 31, 2015 and 2014 totaled $408,517 and $261,962, respectively.

Impairment of Long Lived Assets

The Company assesses whether certain relevant factors limit the period over which acquired assets are expected to contribute directly or indirectly to future cash flows for amortization purposes. Under certain conditions the Company may assess the recoverability of the unamortized balance of its long-lived assets based on undiscounted expected future cash flows. Should the review indicate that the carrying value is not fully recoverable; the excess of the carrying value over the fair value of any intangible asset is recognized as an impairment loss.

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.


		For the Years
		Ended December 31,
		2015		2014

Net loss	$	(695,678)	$	(653,428)

Net basic and fully diluted loss per share	$	(0.004)	$	(0.005)

Weighted average shares outstanding - Basic		170,062,348		135,076,500

Weighted average shares outstanding - Diluted		195,389,178		150,753,583

There are no outstanding common stock options and/or warrants.

F-9

FullCircle Registry, Inc.

For the Years Ended December 31, 2015 and December 31, 2014

Notes to Consolidated Financial Statements

Provision for Income Taxes

Deferred tax assets and the valuation account are as follows:


		12/31/2015		12/31/2014

Net operating loss carry forward	$	9,821,617	$	9,055,821

Deferred tax asset:

NOL carryforward		3,535,783		3,260,096

Valuation allowance		(3,535,783)		(3,260,096)

Total deferred tax asset:	$	-	$	-

The components of current income tax expense are as follows:

		12/31/2015		12/31/2014

Current federal tax expense	$	-	$	-

Current state tax expense		-		-

Change in NOL benefits		275,687		235,080

Change in valuation allowance		(275,687)		(235,080)

Income tax expense	$	-	$	-

The Company has adopted FASB ASC 740-10 to account for income taxes. The Company currently has no items creating material temporary differences that would give rise to deferred tax assets or liabilities. Net operating losses give rise to possible tax assets in future years. Due to the uncertainty of the utilization of net operating loss carry forwards; a valuation allowance has been made to the extent of any future tax benefit that the net operating losses may generate. A provision for income taxes has not been made due to the deferred tax asset associated with the net operating loss carry-forwards of $3,535,783 and $3,260,096 as of December 31, 2015 and December 31, 2014, respectively, which may be offset against future taxable income. These net operating loss carry-forwards begin to expire in the year 2020. No tax benefit has been reported in the financial statements. Tax rates differ from statutory rates due to the uncertainty of the above.

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 December 2015 and 2014, 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, 2015, 2014, 2013 and 2012.

Concentration of Risk

Financial instruments which potentially subject the Company to concentrations of credit risk are cash and cash equivalents. The Company places its cash with financial institutions deemed by management to be of high credit quality.

F-10

FullCircle Registry, Inc.

For the Years Ended December 31, 2015 and December 31, 2014

Notes to Consolidated Financial Statements

Statements of Financial Accounting Standards

The Company does not believe that the recently issued Statements of Financial Accounting Standards will have any material impact on the Company’s Consolidated Statements of Operations or its Consolidated Balance Sheets except:

On February 25, 2016, the FASB issued ASU 2016-02, its highly-anticipated leasing standard for both lessees and lessors. Under its core principle, a lessee will recognize lease assets and liabilities on the balance sheet for all arrangements with terms longer than 12 months. The new standard takes effect in 2019 for public business entities.

Advertising

Advertising costs are expensed as incurred. Advertising expense was $546 and $500 for the years ending December 31, 2015 and 2014, respectively.

Cash and Cash Equivalents

For the purposes of the Statements of Cash Flows, the Company considers cash and cash equivalents to be cash in all bank accounts, including money market and temporary investments that have an original maturity of three months or less.

Subsequent events

The Company evaluated subsequent events through the date the consolidated statements were issued and filed with the annual report. In February 2016, a Letter of Intent (LOI) was received for the purchase or lease of the unused portion of the Georgetown 14 Digital Cinemas movie complex parking lot for the purpose of retail shops and millennium apartments. Negotiations as a result of the LOI are ongoing. The Company has been soliciting for the lease or sale of the unused parcel since 2012. Progress on these discussions will be announced when agreements are consummated.

NOTE 2. 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 $10,634,797 as of December 31, 2015 and $9,933,124 as of December 31, 2014, 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:

Improving our Georgetown 14 Cinemas investment.

Expanding revenues by purchasing, or otherwise acquiring, independent businesses.

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.

Leasing our Georgetown 14 Cinema or selling our Indianapolis property.

Locating and merging with other profitable private companies where the owners are seeking liquidity and exit plans.

Maintaining the Company mission of minimal overhead costs while sourcing services in consulting roles to keep overhead costs at a minimum.

F-11

FullCircle Registry, Inc.

For the Years Ended December 31, 2015 and December 31, 2014

Notes to Consolidated Financial Statements

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.

NOTE 3. NOTES PAYABLE

The Company's notes payable obligations are as follows:


			12/31/2015		12/31/2014
Current Liabilities
	Demand Notes

	Notes payable to a related party for funds installed into FullCircle Entertainment Inc. at 15% interest.	$	151,891	$	151,891

	Note payable to a related party for funds installed into FullCircle Entertainment Inc. at 12% interest. The note payable principal and interest at the election of the lender can be converted to restricted shares of common voting stock at $.04 per share.		50,000		50,000

	Notes payable to related parties for funds installed into FullCircle Registry and FullCircle Entertainment Inc. at 10% interest. The notes payable principal and interest at the election of the lenders can be converted to restricted shares of common voting stock at $.04 per share.		803,136		557,794

	Notes payable to a related party for funds installed into Fullcircle Entertainment Inc. at 8% interest.		76,626		76,626

	Notes payable to various individuals at 8.0% interest per annum.		30,000		30,000

	Total Demand Notes		1,111,653		866,311

	Current portion of long-term debt		4,477,921		312,593

	Total current liabilities - notes		5,589,574		1,178,904

Long-term Liabilities
	Long-term Debt

	Mortgage payable assumed in acquisition, less current portion; interest payable at 4.75% monthly payments of $34,435 through July 2017 with balloon payment of the balance upon maturity. The outstanding balance of $4,373,000 at December 31, 2015 has been classified as a current liability. The mortgage payable is secured by the building and land as well as guarantees by related parties.		-		4,267,461

	Digital equipment note payable, less current portion; interest payable at 7% through January 2018; secured by the digital equipment.		256,374		348,087

	Total long-term liabilities - notes		256,374		4,615,548

	Total notes payable obligations	$	5,845,948	$	5,794,452

F-12

FullCircle Registry, Inc.

For the Years Ended December 31, 2015 and December 31, 2014

Notes to Consolidated Financial Statements

At the election of the lenders, principal and interest under related party notes as described above may be paid through the issuance of restricted shares of common voting stock of the Company at the price of $.04 per share.

On July 31, 2015, the Company entered into a change in terms agreement with the lender associated with the mortgage payable whereby the lender modified the payment schedule from a monthly fixed principal and interest payment in the amount of $34,435 to interest only payments beginning with the payment due date of June 15, 2015 thru November 15, 2015. The normal payment of principal and interest of $34,435 was to resume of December 15, 2015. The Company is currently delinquent in the mortgage payments, as payments of interest only have been made in December 2015 and the January and February months subsequent to year-end. The lender has not amended the terms of the agreement to allow for interest only payments and as a result the mortgage payable obligation has been classified as a current liability.

Future minimum principal payments on notes payable are as follows:


2016	$	4,477,921
2017		122,706
2018		133,668
Total	$	4,734,295

NOTE 4. RELATED PARTY

The Company received advances from related parties for $245,342 and $410,063 for operating needs in 2015 and 2014, respectively. The balance of the notes payable to related parties was $1,081,653 and $836,311 as of December 31, 2015 and 2014 respectively.

NOTE 5. COMMITMENTS

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 we have maintained a verbal month-to-month lease agreement.

NOTE 6. INTANGIBLE ASSETS

The company’s intangible assets have been fully amortized.

NOTE 7 - LEASES – LESSORS

The Company leases space to a Save A Lot grocery store at our Indianapolis location.

Save A Lot corporate assumed the lease in March 2014 for seven years with three five-year options.

Monthly rent charged to the tenant $13,280 per month. Total rental income relating to this lease is 159,360 for each of the years beginning with December 31, 2015. The following is a schedule of future minimum rentals under the lease:


Year Ending December 31,
2016			159,360
2017			159,360
2018			159,360
2019			159,360
2020			159,360
Thereafter			129,337
Total			926,137

The initial lease terms ends September 30, 2021. Save A Lot has the ability to exercise three five-year options, which would extend the maturity date to September 30, 2036.

F-13

FullCircle Registry, Inc.

For the Years Ended December 31, 2015 and December 31, 2014

Notes to Consolidated Financial Statements

NOTE 8. STOCKHOLDERS EQUITY

In 2015, the Company issued 738,280 shares of common stock for $14,766 in consulting work at $.02 per share.

In 2015, the Company returned to treasury 2,500 shares of common stock for $25 at $.01 per share.

In 2015, the Company issued 2,377,480 shares of common stock for $23,774 in consulting work at $.01 per share.

In 2015, the Company issued 6,166,700 restricted shares of common stock for $61,667 in consulting work at $.01 per share.

In 2015, the Company issued 1,000,000 and 1,000,000 restricted shares of its common stock for a total of $15,000 at $.01 and $.005 per share for working capital, respectively.

In 2015, the Company issued 2,000,000 shares of common stock for $10,400 in consulting work at $.0052 per share.

In 2015, the Company issued 3,500,000 restricted shares of common stock for $18,200 in consulting work at $.0052 per share.

In 2015, the Company issued 13,215,588 restricted shares of common stock for $66,078 in consulting work at $.005 per share.

In 2015, the Company issued 12,153,358 shares of common stock for $47,500 at $.00391 per share for working capital.

In 2014, the Company issued 2,250,000 restricted shares of its common stock for $45,000 in cash at $.02 per share and 666,667 restricted shares of common stock for $10,000 at $.015 per share.

In 2014, the Company issued 8,904,301 shares of its common stock for services at the price of 132,175.

The Company estimates the fair value of its shares issued for services based on prices obtained for cash from non-related third parties or the bid price of the market of our stock.

F-14

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