GALAXY NEXT GENERATION, INC. - Quarter Report: 2014 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

  X .

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2014

OR

      .

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

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 Incorporation or Organization)		(I.R.S. Employer Identification No.)

161 Alpine Drive, Shelbyville, KY 40065

(Address of Principal Executive Offices) (Zip Code)

(502) 410-4500

(Registrant’s Telephone Number, Including Area Code)

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, as amended, (the “Exchange Act”) 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 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 (§232.405 of this chapter) 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 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 Exchange Act). Yes      . No  X .

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 137,912,706 Class A common shares as of November 10, 2014.

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FORM 10-Q

FULLCIRCLE REGISTRY, INC.

Table of Contents

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PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

FULLCIRCLE REGISTRY, INC.

Consolidated Balance Sheets

ASSETS
		September 30,			December 31,
		2014			2013
Current Assets
Total Checking/Savings		$	19,814		$	14,267
Accounts Receivable			27,554			30,428
Prepaid Expenses			1,390			5,126
Total Current Assets			48,758			49,821
Fixed Assets
Georgetown Property			6,431,386			6,430,441
Accumulated Depreciation			(826,826)			(637,070)
Total Fixed Assets			5,604,560			5,793,371
Other Assets
Utility Deposit			10,870			10,870
Total Other Assets			10,870			10,870
TOTAL ASSETS		$	5,664,188		$	5,854,062
LIABILITIES & EQUITY
Liabilities
Current Liabilities
Accounts Payable		$	64,550		$	70,974
Current Portion of Long Term Debt			326,970			309,586
Property Tax Accrual			251,176			150,120
Accrued Expenses			7,539			7,628
Preferred Dividends Payable			25,613			21,083
Note Payable Related Parties			600,051			426,248
Note Payable			30,000			35,000
Accrued Interest			121,216			74,610
Total Current Liabilities			1,427,115			1,095,249
Long Term Liabilities
Digital equipment note, less current portion			366,917			464,875
Mortgage payable, less current portion			4,321,366			4,435,527
Total Long Term Liabilities			4,688,283			4,900,402
Total Liabilities		$	6,115,398		$	5,995,651
Stockholders:
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 137,912,706 and 131,784,426  shares, respectively			137,913			131,784
Additional Paid-in-Capital			9,114,539			8,999,967
Accumulated deficit			(9,703,972)			(9,273,650)
Total Stockholders' equity (deficit)			(451,210)			(141,589)
TOTAL LIABILITIES & EQUITY		$	5,664,188		$	5,854,062

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

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FULLCIRCLE REGISTRY, INC.

Consolidated Statements of Operations

(unaudited)

		For the Three Months						For the Nine Months
		Ended September 30,						Ended September 30
		2014			2013			2014			2013
Revenues		$	401,023		$	487,729		$	1,168,196		$	1,411,573
Cost of sales			154,285			207,090			458,157			556,243
Gross profit			246,738			280,639			710,039			855,330
Operating expenses
Selling, general & administrative			266,249			220,779			709,002			663,744
Total operating expenses			266,249			220,779			709,002			663,744
Income before depreciation and amortization			(19,511)			59,860			1,037			191,586
Depreciation and Amortization
Amortization expense			−			−			−			(43,022)
Depreciation expense			(63,252)			(60,339)			(189,756)			(181,017)
Operating Profit (Loss)			(82,763)			(479)			(188,719)			(32,453)
Other Income (expense)
Interest expense			(82,010)			(77,000)			(237,073)			(252,010)
Total other income (expense)			(82,010)			(77,000)			(237,073)			(252,010)
Net loss before income taxes			(164,773)			(77,479)			(425,792)			(284,463)
Income taxes			−			−			−			−
Net loss		$	(164,773)		$	(77,479)		$	(425,792)		$	(284,463)
Net basic and diluted net loss per share		$	(0.001)		$	(0.001)		$	(0.003)		$	(0.002)
Weighted average shares outstanding - Basic			136,750,030			125,743,502			134,120,709			121,028,110
Weighted average shares outstanding - Diluted			156,004,489			139,532,585			151,531,442			134,273,786

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

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FULLCIRCLE REGISTRY, INC.

Consolidated Statements of Cash Flows

(unaudited)

		For the Nine Months
		Ended September 30,
		2014			2013
Cash flows from operating activities
Net loss		$	(425,792)		$	(284,463)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Depreciation & amortization			189,756			224,039
Stock issued for services			75,701			69,322
Change in assets and liabilities
(Increase) decrease in prepaid expenses			3,736			(22,887)
(Increase) decrease in accounts receivable			2,874			4,603
Increase (decrease) in accounts payable			(6,424)			(5,794)
Increase (decrease) in accrued interest			46,606			12,447
Increase (decrease) in accrued expenses			100,967			10,460
Net cash provided by (used in) operating activities			(12,576)			7,727
Cash flows from investing activities
Purchase of fixed assets			(945)			(58,283)
Net cash provided by (used in) investing activities			(945)			(58,283)
Cash flows from financing activities
Payments on mortgage payable			(119,949)			(125,531)
Payments on digital equipment financing payable			(74,786)			(91,500)
Payments on notes payable			(5,000)			−
Proceeds from notes payable related parties			173,803			32,149
Proceeds from sale of common stock			45,000			210,000
Net cash provided by financing activities			19,068			25,118
Net increase (decrease) in cash			5,547			(25,438)
Cash and cash equivalents at beginning of period			14,267			34,469
Cash and cash equivalents at end of period		$	19,814		$	9,031
Supplemental cash flow information
Cash paid for:
Interest		$	190,467		$	239,563

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

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NOTE 1. BASIS OF FINANCIAL STATEMENT PRESENTATION.

The information furnished herein was taken from the books and records of the Company without audit. However, such information reflects all adjustments, which are, in the opinion of management, necessary to properly reflect the results of the interim period presented. The information presented is not necessarily indicative of the results from operations expected for the full fiscal year.

The accompanying unaudited financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim financial statements be read in conjunction with the Company’s most recent audited financial statements and notes thereto included in its December 31, 2013, Annual Report on Form 10-K. Operating results for the nine months ended September 30, 2014, are not necessarily indicative of the results that may be expected for the year ending December 31, 2014.

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 $9,703,972 and $9,273,650 as of September 30, 2014 and December 31, 2013, 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 fund acquisition goals and to meet the Company's operating expenses until the revenues are sufficient to meet operating expenses on an ongoing basis.

·

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

·

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

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. STOCKHOLDERS’ EQUITY

During the nine-month period ending September 30, 2014 the Company issued an aggregate amount of 6,128,280 shares of Common Stock. They were: 2,250,000 shares for operating capital at $.02 per share, 281,770 for consulting services at $.04 per share, 1,500,000 for consulting services at $.025 per share, 596,510 consulting services at $.02 per share, and 1,500,000 shares for services from employees at $.01 per share.

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NOTE 4. SIGNIFICANT ACCOUNTING POLICIES

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 at $.04 per share approximates fair value because negotiated terms and conditions are consistent with current market rates as of September 30, 2014 and December 31, 2013.

Capital Structure

In accordance with ASC 505, “Equity,” the Company’s capital structure is as follows:

Preferred stock, authorized 10,000,000 shares of $.001 par value. Class A issued and outstanding is 10,000. Class A preferred shares have no voting rights. Class B issued and outstanding is 300,600 shares. The Class B shares have voting rights of 10 votes for 1 Preferred B share. There is no publicly traded market for our preferred shares.

Common stock, authorized 200,000,000 shares of $.001 par value, issued and outstanding 137,912,706 on November 10, 2014 and 131,784,426 on December 31, 2013. The common stock has one vote per share. The common stock is traded on the OTCBB under the symbol FLCR.

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

Class B Preferred shares have a 2% preferred dividend, payable annually.

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.

Reclassifications

Certain 2013 financial information has been reclassified to conform to the 2014 presentation. The reclassifications have no impact on the previously reported financial position of the Company or its operations.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

General

Where this Form 10-Q 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 Registry, Inc., 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-Q 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-Q, 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. We have based these forward-looking statements on our current expectations and projections about future events, including, among other things:

·

Attracting immediate financing;

·

Merging with or acquiring profitable private businesses.

·

Delivering a quality product that meets customer expectations;

·

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

·

Competition in our market.

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 current business plan targets 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 our progress through PR newswire releases and stockholder letters.

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 and 2014 were predominantly from the movie theater operations. Our medical supplies distribution company, FullCircle Medical Supplies, Inc., plans to commence operations 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 June 30, 2014, we entered into a Stock Purchase Agreement with Kodiak Capital Group, LLC (“Kodiak”) for $1,500,000 in funding to assist in our capital requirements for Durable Medical Equipment (“DME”) acquisitions and operations. The agreement requires us to file a Registration Statement with the Securities and Exchange Commission to register the resale of the shares by Kodiak, which was filed on September 26, 2014 and we are in the process of preparing the Registration Statement.. We are unable to determine the time frame for the Registration Statement but we expect that we should be able to access funding during the December quarter and begin the acquisition process and the upgrade of our Georgetown 14 Theater before year-end.

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Funding has been difficult to acquire driven by the new regulations under the Dodd-Frank Act, which have added regulatory and professional services expenses. The time sequence and processes for access to funding are summarized as follows:

1.

Our initial term sheet with Kodiak Capital was finalized in March 2014.

2.

The agreements with Kodiak Capital were executed on June 30.

3.

We commenced preparation of the S-1 Registration statement, but it was delayed for a variety of reasons, including the need to complete the 10Q for the June 30 quarter before we could incorporate those financial statements and included them in the S-1. The 10Q was filed on August 14, which allowed us to proceed with the preparation of the S-1.

4.

The S-1 was filed on September 26^th.

5.

On October 22^nd we received comments from the SEC.

6.

In response to the comments, we filed Amendment No. 1 to the Registration Statement on November 13^th.

7.

We are currently waiting for the SEC’s response.

Once the S-1 Amendment 1 is approved then we will begin the process of selling shares to Kodiak Capital for our funding to proceed with our expansion plans.

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:

1.

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

2.

The appraised value was $7.85 million.

3.

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

4.

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 ¾ 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 current property mortgage interest rate is at 4.75%.

We 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 a major upgrade to the Georgetown 14 Digital Cinemas; with more signage and a complete 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. Continued upgrade expenses have contributed to our increased expenses shown in the consolidated statement of operations. 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. Our concession area will be remodeled for additional menu items. We plan to incorporate a dining area and a lounge in a section of our lobby.

We launched a gift card program as well as a Customer Rewards program. Since its inception in January 2014, 1,567 patrons have enrolled in our 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, and increased our management compensation to be more commensurate with other local theaters. We also improved our maintenance operations to improve the patron experience.

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Once funding is available 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

·

Expanded menus to provide more dining capability for our patrons for increased revenues

During 2014, nationwide theater revenues were down compared to the preceding year, due principally to a series of poorly reviewed and disappointing movies that were released during this period. For the year to date we have experienced a 17.24% decline in revenues compared with the corresponding period in 2013. By comparison, the latest information shows that the top ten movie list is down 19% year over year nationally.

Our market share in Indianapolis has improved slightly over last year.

A portion of the building housing the Georgetown Digital Cinemas also includes a grocery store space, which we lease to an independent operator. A new lease was executed in March this year for a seven-year period with three five-year extensions.

FullCircle Medical Supplies, Inc.

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, to acquire medical supply businesses and other related medical supply services in the Sun Belt states.

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

Acquiring these businesses and covering the whole state should provide:

·

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

We are currently considering several existing DME businesses and the list continues to grow. They are averaging approximately $1.1 million in annual revenues. Our Acquisition Manager for Louisiana continues to supply information to us for the necessary due diligence. At such time as we complete our initial acquisitions, we plan to employ a state manager with experience in the medical supply industry to supervise the managers of the purchased stores and to manage the operations in the state.

We have signed consulting agreements with two Acquisition Managers for the purpose of assisting in our acquisition process in Louisiana and South Carolina and to assist the CEO in the due diligence requirements necessary to determine each DME’s suitability to become part of our mission.

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Many of these businesses are still owned by their founders, who are looking for an exit strategy to realize a gain for their life’s work. Most have employees with ten to fifteen years’ experience, who are solid contributors to these businesses. Most are contributors to civic activities in their communities, which provides them a business connection within their marketing area. Our intent is to allow them to continue to operate autonomously, to continue to be profitable, and to improve net income with increased product selection, improved synergies, and Internet and social media exposure. We have entered the “analysis” and “selection” phase of our acquisition activities, and our CEO has made multiple trips to Louisiana for the purpose of collecting and analyzing information, reviewing each business, observing employees, and understanding the focus and strengths of each business. In some cases we are negotiating letters of intent for these proposed acquisitions, and in the process of financial evaluations of those businesses.

We are engaged in several acquisition negotiations and expect to execute purchase agreements as soon as funding is available. This is a very time consuming process with our limited management. Due to our limited resources this activity is secondary to the time constraints caused by our SEC compliance issues, 10K and 10Q filings as well as the current S-1 application in process.

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

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

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

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 U.S. Government currently disfavors the re-importation of generic drugs manufactured by U.S. companies, which is essential to the business strategy of FullCircle Prescription Services, Inc. pending a change in this policy, we are still operational but have elected to not expend any operational or marketing funds at this time.

Our Corporate Information

Our principal executive offices are located at 161 Alpine Drive, Shelbyville, Kentucky, 40065, and our telephone number is (502) 410-4500. Our current website address is www.fullcircleregistry.com. Our website and the information contained therein or connected thereto shall not be deemed to be incorporated into this report.

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SEC Compliance and Regulations

The requirements for regulatory compliance continue to be difficult. The HTML and the XBRL filing format are now both required by the SEC, which is expensive. FullCircle has been filing in both formats for the last two years. Both formats can be viewed on our web page under the Announcements Tab per SEC rules.

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.

Our operations are subject to varying degrees of competition with respect to film licensing, attracting customers, and obtaining new theater sites. In those areas where real estate is readily available, there are few barriers preventing competing companies from opening theaters near our existing theater, which may have a material adverse effect on our revenues. Demographic changes and competitive pressures can also lead to a theater location becoming impaired.

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

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

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.

The theater industry is in transition. Many theater companies are expanding into dining services. Several dining / theaters have emerged and those are expanding rapidly. We have discovered that some companies have seen a 3 to 5 times increase in ticket sales after improving dining capabilities. We are very aware of this development and are currently evaluating and discussing our options in this area.

Durable Medical Equipment (DME):

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 United States.

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 any 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.

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Employees

FullCircle Registry, Inc., and its subsidiaries have employee levels generally 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.

Results of Operations for the Three-Month and Nine-Month Periods Ended September 30, 2014 and 2013.

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

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

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

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

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

Depreciation expense totaled $63,252, resulting an operating loss of $82,763 in the three-month period ended September 30, 2014. Depreciation and amortization expense in the same period in 2013 was $60,339, resulting in an operating loss of $479. Depreciation expense during the nine-month period ended September 30, 2014 was $189,756, resulting an operating loss of $188,719. Depreciation and amortization expense in the same period in 2013 was $224,039, resulting in an operating loss of $32,453.

Interest expense for the three months ended September 30, 2014 was $82,010, producing a net loss for the period of $164,773 compared to interest expense of $77,000, resulting in a net loss of $77,479 during the same period in 2013. Interest expense during the nine months ended September 30, 2014 was $237,073, producing a net loss for the period of $425,792 compared to interest expense of $252,010, resulting in a net loss of $284,463 during the same period in 2013.

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

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

Liquidity and Capital Resources

At September 30, 2014 the Company had total assets of $5,664,188 compared to $5,854,062 on December 31, 2013. The Company had total assets consisting of $19,814 in cash, $27,554 in accounts receivable, $1,390 in prepaid expenses, $10,870 in utility deposits, $6,431,386 of fixed assets in Georgetown 14, less accumulated depreciation of $826,826. Total assets at December 31, 2013 consisted of $14,267 in cash, $30,428 accounts receivable, $10,870 in utility deposits, $5,126 prepaid expenses, $6,430,441 of fixed assets in Georgetown 14, less accumulated depreciation of $637,070.

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

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Total liabilities at December 31, 2013 were $5,995,651, which was comprised of $70,974 in accounts payable, $7,628 accrued expenses, $74,610 accrued interest, $21,083 in preferred dividends payable, $35,000 in notes payable, $426,248 note payable related party, current portion of long term debt $309,586, accrued property tax of $150,120, digital equipment note $464,875 and $4,435,527 mortgage payable.

Net cash used by operating activities for the nine months ended September 30, 2014 was $12,576 compared to net cash provided by operating activities for the nine months ended September 30, 2013 of $7,727. During the nine months ended September 30, 2014, $945 was used for investments, and $19,068 was provided by financing activities. For the same period in 2013, $58,283 was used for investments and $25,118 was provided by financing activities.

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

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

FullCircle currently owes $30,000 in notes payable and $600,051 notes payable to related parties. The Company has experienced losses from operations and negative cash flows from operations since inception. We have negative working capital and a capital deficiency at September 30, 2014. As of September 30, 2014 the stockholders equity is ($451,210) compared to ($141,589) on December 31, 2013. These conditions raise substantial doubt about our ability to continue as a going concern.

Factors That May Impact Future Results

At the time of this report, we had insufficient cash reserves and receivables necessary to meet forecast operating requirements for FullCircle Registry, Inc.

The current expansion of the Company’s business demands that significant financial resources be raised to fund capital expenditures, working capital needs, and debt service. Current cash balances and the realization of accounts receivable will not be sufficient to fund the Company’s current business plan for the next twelve months. The Company has received a commitment of $1,500,000 in equity financing from Kodiak Capital, which is pending registration of the shares with the Securities and Exchange Commission. Management continues to negotiate with existing shareholders, financial institutions, new investors, and other accredited investors in order to obtain working capital necessary to meet current and future obligations and commitments.

Management believes that these efforts will produce financing to further the growth of the Company. Nevertheless, there can be no assurance that the Company will be able to raise additional capital on satisfactory terms or at all.

Critical Accounting Policies and Estimates

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable

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ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company’s President and Chief Financial Officer have concluded, based on an evaluation of the Company’s disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15(d)-15(e)) that such disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Control Over Financial Reporting

There has been no change in the Company’s internal control over financial reporting during the nine months ended September 30, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

There are no pending legal proceedings.

ITEM 1A. RISK FACTORS.

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

During the nine-month period ending September 30, 2014 the Company issued an aggregate amount of 6,128,280 shares of Common Stock. They were: 2,250,000 shares for operating capital at $.02 per share, issued to accredited investors, 281,770 for consulting services at $.04 per share, 1,500,000 for consulting services at $.025 per share, 596,510 consulting services at $.02 per share, and 1,500,000 shares for services from employees at $.01 per share. The Company believes each of these sales was exempt from the registration requirements of the Securities Act of 1933, as amended by reason of Section 4(2) thereof and Regulation D thereunder.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS

Exhibit
Number		Title		Location
31.1		Certification of Chief Executive Officer/Chief Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002		Attached
32.1		Certification of Chief Executive Officer/Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002		Attached

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SIGNATURES

In accordance with the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

FULLCIRCLE REGISTRY, INC.

Date: November 18, 2014

/s/ Norman L. Frohreich

Norman L. Frohreich

President

Chief Executive Officer

Chief Financial Officer

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