U

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Form 10-QSB

(Mark One)

[ X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2005

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _____________ to ______________

Commission file number: 333-51918

FULLCIRCLE REGISTRY, INC.

(Exact name of small business issuer as specified in its charter)

Nevada 87-0653761

(State or other jurisdiction of (IRS Employer Identification No.)

incorporation or organization)

500 West Jefferson Street, PNC Plaza, Suite 2310, Louisville, KY 40202

(Address of principal executive offices)

502-540-5112

(Issuer’s telephone number)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [ ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING

THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under plan confirmed by a court. Yes ____ No ____

APPLICABLE ONLY TO CORPORATE ISSUERS

The aggregate number of shares issued and outstanding of the issuer’s common stock as of March 31, 2005 was 71,960,516 shares of $0.001par value.

Transitional Small Business Disclosure Format (Check one):

Yes [ ] No [X]

FORM 10-QSB

FULLCIRCLE REGISTRY, INC.

INDEX

		Page
PART I.	Financial Information
	Item 1. Unaudited Financial Statements Consolidated Balance Sheets for March 31, 2005 (Unaudited) and December 31, 2004 Consolidated Statements of Operations (Unaudited) for the Three Months Ended March 31, 2005 and 2004 Consolidated Statement of Cash Flows (Unaudited) for the Three Months Ended March 31, 2005 and 2004 Note to Consolidated Financial Statements Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Item 3. Controls and Procedures	3 3-4 5 6 7 8 12
PART II.	Other Information Item 2. Changes in Securities and Use of Proceeds Item 6. Exhibits and Reports on Form 8-K	12 15
	Signatures	16

(Inapplicable items have been omitted)

PART I- FINANCIAL INFORMATION

ITEM 1. Financial Statements

In the opinion of management, the accompanying unaudited financial statements included in this Form 10-QSB reflect all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of operations for the periods presented. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.

FullCircle Registry, Inc.

Consolidated Balance Sheets

(Unaudited)

ASSETS
	March 31,	December 31,
	2005	2004
	(Unaudited)
CURRENT ASSETS:
Cash	$ -	$ 7,963

Total Current Assets	-	7,963

PROPERTY AND EQUIPMENT, NET	107,105	120,388

OTHER ASSETS:
Investments available for sale	48,849	29,795
Investment in Joint Venture	25,000
Deposits	1,000	1,000

Total Other Assets	74,849	30,795

TOTAL ASSETS	$ 181,954	$ 159,146

See accompanying notes to consolidated financial statements

FullCircle Registry, Inc.

Consolidated Balance Sheets

(Unaudited)

LIABILITIES AND STOCKHOLDERS' EQUITY
	March 31,	December 31,
	2005	2004
	(Unaudited)
CURRENT LIABILITIES:
Bank overdraft	$ 40,517	$ -
Accounts payable	19,997	57,389
Accrued expenses	53,180	49,874
Current protion of long-term liabilities	195,535	99,572

Total Current Liabilities	309,229	206,835

LONG-TERM LIABILITIES:
Notes payable	36,250	40,000
Notes payable-related party	159,285	53,985
Capital lease payable	8,458	8,458
Less: current portion of long-term liabilities	(195,535)	(99,572)

Total Long Term Liabilities	8,458	2,871

Total Liabilities	317,687	209,706


STOCKHOLDERS' EQUITY:
Preferred stock, authorized 5,000,000 shares of $.001 par value,
issued and outstanding 20,000 shares	20	20
Common stock, authorized 200,000,000 shares of $.001 par value,
issued and outstanding 71,960,516 and 71,615,242 shares, respectively	71,963	71,616
Additional paid in capital	6,366,360	6,344,256
Accumulated comprehensive income	(68,901)	(87,955)
Retained earnings (deficit)	(6,505,175)	(6,378,497)

Total Stockholders' Equity	(135,733)	(50,560)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 181,954	$ 159,146

See accompanying notes to consolidated financial statements

FullCircle Registry, Inc.

Consolidated Statements of Operations

(Unaudited)


	For the three months ended
	March 31,
	2004	2003

Revenues	$ 23,642	$ 2,881

Cost of sales	18,927	506

Gross Profit	4,715	2,375

Operating Expenses
Selling, general & administrative	123,146	267,496

Total Operating Expenses	123,146	267,496

Operating Income (Loss)	(118,431)	(265,121)

Other Income (Expense)
Interest expense	(8,247)	(8,043)

Total Other Income (Expense)	(8,247)	(8,043)

Net Income (Loss)	$ (126,678)	$ (273,164)

Net Income (Loss) Per Share	$ (0.00)	$ (0.01)

Weighted Average Shares Outstanding	71,807,945	52,180,420

See accompanying notes to consolidated financial statements

FullCircle Registry, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

	For the three months ended
	March 31,

	2005	2004

Cash Flows from Operating Activities

Net Income (Loss)	$ (126,678)	$ (273,164)
Adjustments to Reconcile Net Loss to Net Cash
Provided by Operations:
Depreciation & amortization	13,283	10,545
Stock issued for services	22,451	22,100
Change in Assets and Liabilities
(Increase) decrease in accounts receivable	-	-
Increase (decrease) in bank overdraft	40,517	13,199
Increase (decrease) in accounts payable	(37,392)	20,177
Increase (decrease) in accrued expenses	3,306	10,675

Net Cash Provided(Used) by Operating Activities	(84,513)	(196,468)

Cash Flows from Investing Activities
Payments for investments	(25,000)	-

Net Cash Provided (Used) by Investing Activities	(25,000)	-

Cash Flows from Financing Activities
Payments for capital leases		(1,511)
Proceeds from notes payable	105,300	260,625
Payments for notes payable	(3,750)	(63,125)

Net Cash Provided(Used) by Financing Activities	101,550	195,989

Increase (Decrease) in Cash	(7,963)	(479)

Cash and Cash Equivalents at Beginning of Period	7,963	479

Cash and Cash Equivalents at End of Period	$ -	$ -

Cash Paid For:
Interest	$ 5,912	$ 333
Income Taxes	$ -	$ -

See accompanying notes to consolidated financial statements

FullCircle Registry, Inc.

Notes to the Consolidated Financial Statements

March 31, 2005

GENERAL

FullCircle Registry, Inc. (the Company) has elected to omit substantially all footnotes to the financial statements for the three months ended March 31, 2005 since there have been no material changes (other than indicated in other footnotes) to the information previously reported by the Company in their Annual Report filed on Form 10-KSB for the fiscal year ended December 31, 2004.

UNAUDITED INFORMATION

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.

Item 2. Management’s Discussion and Analysis or Plan of Operation

Safe Harbor for Forward-Looking Statements

When used in this report, the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend,” and similar expressions are intended to identify forward-looking statements within the meaning of Section 27a of the Securities Act of 1933 and Section 21e of the Securities Exchange Act of 1934 regarding events, conditions, and financial trends that may affect the Company’s future plans of operations, business strategy, operating results, and financial position. Persons reviewing this report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that actual results may differ materially from those included within the forward-looking statements as a result of various factors. Such factors are discussed under the “Item 2. Management’s Discussion and Analysis of Financial Condition or Plan of Operations,” and also include general economic factors and conditions that may directly or indirectly impact the Company’s financial condition or results of operations.

History

Our current business began with the formation of FullCircle Registry, Inc., a Nevada corporation, in 1991. Founder Steven Whitten (who resigned as Chief Executive Officer and Director in 2003) conceived of a company that would provide customers with secure storage and immediate access to their critical medical records, wishes (living will, do not resuscitate, etc.) and emergency contact information. FullCircle would obtain the customers' information, providing them with a user identification and PIN that is required to access the information. Customers can contact FullCircle's Emergency Response Personnel, who can make the information available to the consumer electronically through the internet, by mail, fax, and even courier, anywhere in the world, 24 hours a day, 7 days a week.

Our Subsidiaries

In December 2002, we acquired AskPhysicians.com, Inc, a Florida corporation. AskPhysicians.com operates a website whereby visitors can get basic medical health information and, for a nominal fee, pose questions to board-certified physicians. While this service does not replace traditional medical care, it offers an efficient way to inform consumers of treatment options. AskPhysicians.com is currently in development.

Spoken Data is another subsidiary that is currently in development. Spoken Data is a text-to-voice service that will allow emergency personnel to access medical information in the event of an emergency. Medical conditions, drug allergies, blood type, family contact information, current medications or any other pertinent information can be made available via telephone to assist emergency personnel in their efforts to treat our registry members.

We did not expend any resources on our Spoken Data or Askphysicians.com subsidiaries during the three-month period ended September 30, 2004.

In April, 2004 the Company exchanged 60,000 shares of its common stock for all of the outstanding shares of Security Promotions Marketing, Inc. (SPM), a Nebraska corporation, making SPM a wholly owned subsidiary of FullCircle Registry, Inc. SPM currently operates the website www.myclubcard.com. which offers registered members significant discounts on online purchases from over 500 of the nation’s top merchants. For each online purchase made through the myclubcard.com website, SPM earns a commission. SPM also provides fundraising opportunities to organizations by allowing them to sell myclubcard.com memberships to the public. Organizations then split the $24 yearly membership fee equally with SPM. As a value added incentive, each new member of myclubcard.com is entitled to one free registration with our Bright Star photo ID service (see below).

Our Business

FullCircle Registry is a technology-based company that provides emergency document and information retrieval services. We provide these services directly to subscribers and also offer our services through strategic alliances with health care providers.

Subscribers join FullCircle by completing a simple, one page enrollment form that includes the primary subscriber's name and address, along with the names of his or her spouse and children to be included if a family membership is purchased, and payment information. Payment options include payroll deduction, if FullCircle is offered by an employer, and no payment information is requested if it is an included prepaid benefit. When FullCircle receives the enrollment form, unique User ID's and Personal Identification Numbers ("PIN's") are assigned to each subscriber together with unique User ID's and PIN's for each family member. A complete membership package is generated and immediately mailed directly to the subscriber. This package contains a wallet-size ID Card for each member with the unique User ID and PIN for that member and all instructions and all forms needed for membership including medical history and emergency contact questionnaires, the BrightStar emergency identification tools and forms to create the appropriate advanced directives (such as living wills) for the applicable state. The subscriber and/or family members complete the documents and return them in the postage paid envelopes provided to them.

When the completed documents are received by FullCircle, they are immediately scanned into a secure electronic database, linked to the customer's assigned User ID and PIN, and the service is activated. In addition, customers may store legal and other documents using the Company's "Electronic Safe Deposit Box" feature. These additional documents are also linked to the member's User ID and PIN, but require an additional password, known only to the member, to be accessed. Once activation occurs, members or emergency medical personnel acting in an emergency can access the appropriate information and documents by using the customer's ID Card directly via the internet or by calling FullCircle's Emergency Response Personnel 24-hours a day. Upon security verification, our Emergency Response Personnel can provide direction to the FullCircle website and/or immediately send the documents via fax, mail or courier. Members accessing personal information and stored documents in their "Electronic Safe Deposit Box" must use their assigned User ID and PIN along with their password.

Our registry stores digital copies of subscribers’ emergency documents and medical information to make them instantly available to the client or to emergency personnel. Our system is designed to allow medical personnel to quickly obtain critical information including special medical needs, treatment preferences and emergency contact information. Our registry has live customer support accessible by phone, fax or secure Internet connection twenty-four hours a day.

Other services we provide include the Collar ID pet registry for missing pets and the BrightStar Photo ID Kit. By using BrightStar, parents may digitally store photographs and physical information about their children on our database so it may be rapidly distributed to law enforcement and the media in the event a child is abducted or missing.

Call Center

Our call center operates 24 hours a day, seven days a week to process emergency calls and provides access to information and documents to members, emergency personnel, or the authorities as applicable. FullCircle personnel handle all calls between 9:00 AM and 5:00 PM Monday through Friday. We contract with Answer Xact to handle all after-hours and weekend calls. The contract with Answer Xact is on a 30 day basis, renewable from month to month. We provide extensive training for all call center staff and have implemented a strict protocol that must be followed.

Security

Our security system includes designs, methodology and systems to prevent intrusion both to the physical space where documents, records and systems are stored as well as the virtual space where images and other data are stored. In each case, the system balances reasonable access against appropriate levels of security so that the system can be claimed to be virtually impenetrable while still allowing reasonably convenient access in fulfillment of the promise of making emergency information immediately accessible to the needs of our customers. Customer information is stored in both paper and digital form in an ultra-secure, access controlled environment with 24-hour video surveillance, motion detectors, and numerous other security measures. Visitors to our operations center have to pass five video cameras, with the last video camera requiring identification by a staff member, prior to being granted access to the outer office. Direct access to the further secured document storage and retrieval area is limited to only a few individuals. Hardcopies and originals of all documents are catalogued and stored for immediate access as a backup in the event the computer system goes down.

FullCircle's computer system is contained in its own autonomous network behind multiple layers of hardware-based and software-based firewalls allowing only authorized Internet traffic to access the system. The system utilizes multiple layering of passwords and all transmissions use the high level of 128 bit Secure Socket Layer encryption. Access to the network is routed through the firewalls into one of the primary processing computers set up with multiple processors, redundant services including RAID 5 hard drive arrays, redundant power, auto-loading backups, and multi-homed internet connectivity. The computers and network are monitored offsite, 24 hours a day to insure accessibility.

Brightstar Photo ID Registry

In the event of a missing or abducted person or child, FullCircle Registry's BrightStar Photo ID Kit provides police and other authorities with instant access to key identification data. This critical information is stored on a secure server and aids police in properly identifying missing or abducted persons, especially during the most critical first minutes.

The BrightStar Photo ID Kit incorporates all five identification elements as recommended by the National Center for Missing and Exploited Children and includes: member data; descriptive information, a color photograph (which can be updated on our system as necessary); an identifying marks chart, fingerprint chart, dental records, as well as friend and family contact information.

FullCircle Registry makes this information available immediately worldwide, 24 hours a day, 7 days a week, via access through its website or toll-free telephone number.

Employees

We currently have two full-time employees working for us, and eight independent sales representatives.

Results of Operations for the Three Month Period Ended March 31, 2005 and 2004

Revenues during the three months ended March 31, 2005 were $23,642 with cost of sales of $18,927 yielding a gross profit of $4,715 compared to $2,881 in revenues for the same period in 2004 with cost of sales of $506 and a gross profit of $2,375. Operating expenses and selling, general and administrative costs during this period were $123,146 resulting in an operating loss of $118,431 compared to operating expenses of $267,496 for the three months ended March 31, 2004 with an operating loss of $265,121. Interest expense for the three months ended March 31, 2005 were $8,247 resulting in a net loss from continuing operations of $126,678. For the three months ended March 31, 2004, interest expense was $8,043 and a net loss of $273,164.

Liquidity and Capital Resources

At March 31, 2005 the Company had total assets of $181,954 compared to total assets of $159,146 at December 31, 2004. The Company had current assets consisting of $-0- in cash, $107,105 in property and equipment, $48,849 of investments available for sale and $25,00 investment in a joint venture and $1,000 in deposits. Total assets at December 31, 2004 consisted of $7,963 in cash, $120,388 property and equipment, $29,795 in investments available for sale and $1,000 in deposits.

At March 31, 2005, the Company had $217,687 in total liabilities. Current liabilities include $40,517 bank overdraft, $19,997 I accounts payable, $53,180 in accrued expenses and $195,535 current portion of long-term liabilities. Long term liabilities include $36,250 in notes payable, $159,285 in notes payable to a related party and $8,458 in capital lease payable.

Net cash used by operating activities for the three months ended March 31, 2005 was $84,512 compared to $196,468 for the same period in 2004. Proceeds from notes payable was $105,300 for the three months ended March 31, 2005 and payments for notes payable was $3,750. For the same period in 2004, were received $260,625 from notes payable and may payments on notes payable of $63,125 and payments for capital leases of $1,511. For the three months ended March 31, 2005, we paid $5,912 in interest compared to $333 for the same period in 2004.

Our material funding requirements include operating debt, salaries, professional fees, and the maintenance of our office and equipment leases. We will also have ongoing operating costs related to maintaining our emergency data retrieval services, enhancing our registry, and hardware and software upgrades.

We require additional capital to supplement our anticipated revenues and fund our continuing operations. We have relied upon advances from officers and shareholders and we have issued stock to finance our operations to this point. Fullcirlce currently owes $159,285 in notes payable to related parties. There are no agreements or understandings that additional funding will be forthcoming. Our auditors have expressed concern that 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 March 31, 2005. These conditions raise substantial doubt about our ability to continue as a going concern.

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

We will also continue to explore resale agreements, whereby other organizations bundle FullCircle Registry memberships into the consumer-driven products they are already selling. If successful, this will reduce sales expenses and broaden our client base. In addition, our overhead should not increase significantly since we will not have additional data entry expenses and will be able to negotiate and enter into agreements with multiple competitors within any given arena. Our resellers typically collect retail from their customers and remit wholesale to FullCircle, as a result, we will save the costs associated with billing and paying commissions. Finally, we can customize our services to provide components that augment the vendor’s existing product, while still enabling the vendor to meet a competitive price point. We intend to continue exploring resale agreements and cross-marketing opportunities.

FullCircle is able to sell medical care expense reimbursement models on a fee-for-service basis and our members are automatically included for participants in these plans. Recent guidance promulgated by the Internal Revenue Service provides us a proper framework in which to offer our, health reimbursement arrangements to the public. FullCircle intends to use only licensed, bonded and insured third party administrators to review and authorize reimbursements. Participants will have the convenience of an employer-funded debit cards to purchase health care products and services that are not reimbursable by their group health plan.

ITEM 3. Controls and Procedures

(a) Evaluation of disclosure controls and procedures. Based on the evaluation of our disclosure controls and procedures (as defined in Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) required by Securities Exchange Act Rules 13a-15(b) or 15d-15(b), our Chief Executive Officer and our Chief Financial Officer have concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective.

(b) Changes in internal controls. There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 2. Changes in Securities and Use of Proceeds

Unless otherwise noted the following shares were sold in private transactions and issued in reliance of the exemption provided by Section 4(2) and/or Regulation D of the Securities Act of 1933. The transactions did not involve any public offering or broker and no commissions were paid on the transaction.

During April 2003, the Company issued 65,000 shares of common stock for notes payable and interest of $23,155.

Under an arrangement whereby FullCircle Registry, Inc. received $200,000 in gross funding in February 2003 and another $400,000 in April 2003, which is secured by convertible debentures, certain holders exercised a portion of their conversion privilege in April 2003 resulting in the issuance of 258,181 shares in free-trading common stock.

Under an arrangement whereby FullCircle Registry, Inc. received $200,000 in gross funding in February 2003 and another $400,000 in April 2003, which is secured by convertible debentures, certain holders exercised a portion of their conversion privilege in May 2003 resulting in the issuance of 980,000 shares in free-trading common stock.

During May 2003, the Company issued 877,112 shares of common stock for notes payable and accrued interest at $0.16 per share.

During May 2003, the Company issued 220,279 shares of common stock as compensation for services valued at $38,000.

During the May 2003 meeting of the FullCircle Registry, Inc.'s board of directors, the board unanimously approved resolutions authorizing the issuance of common stock under a Stock Incentive Plan for employees, directors and independent contractors. The Company filed a Registration Statement on Form S-8 to register those shares on May 22, 2003.

During May 2003, the Company issued 225,689 shares of common stock for notes payable and accrued interest at $0.16 per share.

Under an arrangement whereby FullCircle Registry, Inc. received $200,000 in gross funding in February 2003 and another $400,000 in April 2003, which is secured by convertible debentures, certain holders exercised a portion of their conversion privilege in May 2003 resulting in the issuance of 1,192,886 shares in free-trading common stock at $0.03 per share.

Under an arrangement whereby FullCircle Registry, Inc. received $200,000 in gross funding in February 2003 and another $400,000 in April 2003, which is secured by convertible debentures, certain holders exercised a portion of their conversion privilege in June 2003 resulting in the issuance of 714,608 shares in free-trading common stock at $0.03 per share.

Under an arrangement whereby FullCircle Registry, Inc. received $200,000 in gross funding in February 2003 and another $400,000 in April 2003, which is secured by convertible debentures, certain holders exercised a portion of their conversion privilege in June 2003 resulting in the issuance of 734,550 shares in free-trading common stock at $0.04 per share.

During June 2003, we issued 666,623 shares of common stock for services valued at $82,921.

During June 2003, the Board of Directors and shareholders approved an increase in the number of authorized shares of common stock to 200,000,000.

During July 2003, the Company issued 20,000 shares of common stock for settlement of accounts payable at $0.09 per share.

Under an arrangement whereby FullCircle Registry, Inc. received $200,000 in gross funding in February 2003 and another $400,000 in April 2003, which is secured by convertible debentures, certain holders exercised a portion of their conversion privilege in July 2003 resulting in the issuance of 834,373 shares in free-trading common stock at $0.04 per share.

Under an arrangement whereby FullCircle Registry, Inc. received $200,000 in gross funding in February 2003 and another $400,000 in April 2003, which is secured by convertible debentures, certain holders exercised a portion of their conversion privilege in July 2003 resulting in the issuance of 1,170,523 shares in free-trading common stock at $0.03 per share.

During July 2003, the Company sold 3,750,000 shares of common stock for cash at $0.04 per share.

During July 2003, The Company received and cancelled the 6,000,000 shares of common stock that had been used to purchase its Paradigm subsidiary.

During July 2003, the Company issued 40,000 shares of common stock for services at $0.06 per share.

During August 2003, The Company issued 2,103,736 shares of common stock for convertible debentures and accrued interest at $0.02 per share.

During August 2003, the Company issued 500,081 shares of common stock for services performed at $0.04 per share.

In September of 2003, we issued 1,516,207 shares of common stock in exchange for the cancellation of convertible debentures and accrued interest at $0.02 per share.

In September of 2003, we issued 2,812,498 shares of common stock in exchange for the cancellation of convertible debentures and accrued interest at $0.01 per share.

In September of 2003, we issued 112,000 shares of common stock in exchange for services valued at $6,720.

In September 2003, we issued 3,117,498 shares of common stock in exchange for services at $0.04 per share.

In October 2003, the Company issued 1,406,249 shares of common stock for convertible debentures and interest at $0.01 per share.

In November 2003, the Company issued 2,715,187 shares of common stock as payment of a penalty on a default of convertible debentures at $0.05 per share.

In November 2003, the Company issued warrants for $13,343 in common stock.

In November 2003, the Company issued 431,000 shares of common stock as compensation for services performed at $0.05 per share.

In November 2003, the Company issued 10,000 shares of common stock for services performed at $0.05 per share.

In December 2003, the Company issued 9,037,500 shares of common stock for 180,750 shares of preferred stock.

In December 2003, the Company issued 39,000 shares of common stock for services performed at $0.15 per share.

In February 2004, the Company issued 85,000 shares of common stock for services performed at $0.26 per share.

In March 2004, the Company issued 500,000 shares of common stock pursuant to conversion of Preferred shares.

In April 2004, the Company issued 86,500 shares of common stock for services performed at $.28 per share.

In April 2004, the Company issued 60,000 shares of common stock in exchange for certain technology at $0.29 per share.

In June 2004, the Company issued 97,500 shares of common stock for services performed at $0.21 per share.

In July 2004, the Company issued 24,000 shares of common stock for services performed at $0.09 per share.

In August 2004, the Company issued 24,000 shares of common stock for services performed at $0.07 per share.

In September 2004, the Company issued 24,000 shares of common stock for services performed at $0.09 per share.

In October 2004, the Company issued 24,000 shares of common stock for services performed at $0.10 per share.

In November 2004, the Company issued 19,329,725 shares of common stock for notes payable at $0.04 per share.

In November 2004, the Company issued 44,000 shares of common stock for services performed at $0.09 per share.

In December 2004, the Company cancelled 840,959 shares of common stock that was returned in settlement of a lawsuit.

In December 2004, the Company issued 29,000 shares of common stock for services performed at $0.08 per share.

In January 2005, the Company issued 147,856 shares of common stock for services performed at $0.15 per share.

In March 2005, the Company issued 2,523,274 shares of common stock that had been previously authorized for issuance prior to year end 2004 and included in the 2004 year end audit. Of these shares, 2,250,000 were issued for notes payable and the balance of 273,274 were issued for services performed.

ITEM 6. Exhibits and Reports on Form 8-K

No reports on Form 8-K were filed by FullCircle during the quarter ended September 30, 2004.

Exhibits:

Exhibit

Number

Title

Location

31.1

Certification of Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002

Attached

31.2	Certification of Chief Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002	Attached
32.1	Certification of Chief Executive Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002	Attached
32.2	Certification of Chief Financial Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002	Attached

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: June3, 2005

/s/Isaac Boutwell

Isaac Boutwell

Chief Executive Officer

Date: June3, 2005

/s/Trent Oakley

Trent Oakley

Chief Financial Officer