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 September 30, 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 September 30, 2005 was 72,106,516 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 September 30, 2005 (Unaudited) and December 31, 2004 Consolidated Statements of Operations (Unaudited) for the Three and Nine Months Ended September 30, 2005 and 2004 Consolidated Statement of Cash Flows (Unaudited) for the Nine Months Ended September 30, 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 4 5 6 8 9 13
PART II.	Other Information Item 2. Changes in Securities and Use of Proceeds Item 6. Exhibits and Reports on Form 8-K	13 16
	Signatures	17

(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
ASSETS
	September 30,	December 31,
	2005	2004
	(Unaudited)
CURRENT ASSETS:
Cash	$ 4,640	$ 7,963

Total Current Assets	4,640	7,963

PROPERTY AND EQUIPMENT, NET	86,985	120,388

OTHER ASSETS:
Investments available for sale	55,866	29,795
Investment in joint venture	25,000	-
Investment in 50% investee	7,500	-
Deposits	1,000	1,000
Total Other Assets	89,366	30,795

TOTAL ASSETS	$ 180,991	$ 159,146
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$ 48,229	$ 57,389
Accrued expenses	57,170	49,874
Current protion of long-term liabilities	338,985	99,572
Total Current Liabilities	444,384	206,835

LONG-TERM LIABILITIES:
Notes payable	105,210	40,000
Notes payable-related party	225,317	53,985
Capital lease payable	8,458	8,458
Less: current portion of long-term liabilities	(338,985)	(99,572)
Total Long Term Liabilities	-	2,871

Total Liabilities	444,384	209,706

STOCKHOLDERS' EQUITY (DIFICIENCY):
Preferred stock, authorized 5,000,000 shares of $.001 par value,
issued and outstanding 20,000	20	20
Common stock, authorized 200,000,000 shares of $.001 par value,
issued and outstanding 72,106,516 and 71,615,242 shares, respectively	72,107	71,616
Additional paid in capital	6,374,736	6,344,256
Accumulated comprehensive income (loss)	(61,884)	(87,955)
Retained earnings (deficit)	(6,648,372)	(6,378,497)

Total Stockholders' Equity (Deficiency)	(263,393)	(50,560)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 180,991	$ 159,146

The accompanying notes are an integral part of these financial statements


FullCircle Registry, Inc.
Consolidated Statements of Operations
(Unaudited)

	For the Three Months Ended		For the Nine Months Ended
	September 30,		September 30,
	2005	2004	2005	2004

Revenues	$ 8,698	$ 24,549	$ 55,029	$ 32,358

Cost of Sales	8,026	18,100	57,339	23,746

Gross Profit	672	6,449	(2,310)	8,612

Operating Expenses
Selling, General & Administrative	49,943	35,924	244,845	374,335

Total Operating Expenses	49,943	35,924	244,845	374,335

Operating Income (Loss)	(49,271)	(29,475)	(247,155)	(365,723)

Other Income (Expense)
Interest Income	-	-	-	-
Interest Expense	(6,053)	(11,700)	(22,717)	(27,955)

Total Other Income (Expense)	(6,053)	(11,700)	(22,717)	(27,955)

Net Income (Loss) from Continuing Operations	(55,324)	(41,175)	(269,872)	(393,678)

Discontinued Operations
Gain (loss) from Operations (Net of Income Tax)	-	-	-	-
Gain (loss) on Disposal (Net of Income Tax)	-	-	-	-

Total Gain (Loss) from Discontinued Operations	-	-	-	-

Net Income (Loss)	$ (55,324)	$ (41,175)	$ (269,872)	$ (393,678)

Net Income (Loss) Per Share	$ (0.001)	$ (0.001)	$ (0.004)	$ (0.007)

Weighted Average Shares Outstanding	72,082,255	52,957,476	71,982,522	52,697,663

The accompanying notes are an integral part of these financial statements


FullCircle Registry, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
	For the Nine Months Ended
	September 30,
	2005	2004
Cash Flows from Operating Activities

Net Income (Loss) from Continuing Operations	$ (269,872)	$ (393,678)
Adjustments to Reconcile Net Loss to Net Cash
Provided by Operations:
Depreciation & amortization	33,574	31,805
Stock issued for services	4,726	73,770
Change in Assets and Liabilities
(Increase) decrease in accounts receivable	-	-
(Increase) decrease in commission advances	-	(3,000)
Increase (decrease) in accounts payable	(9,160)	(35,627)
Increase (decrease) in accrued expenses	7,296	42,297

Net Cash Provided(Used) by Operating Activities	(233,436)	(284,433)

Cash Flows from Investing Activities
Change in investments available for sale	26,071	-
Investment in AMPO II, Inc.	(7,500)	-
Investment in joint venture	(25,000)	-

Net Cash Provided (Used) by Investing Activities	(6,429)	-

Cash Flows from Financing Activities
Proceeds from notes payable	236,542	409,625
Payments for capital leases	-	(1,511)
Payments for notes payable	-	(111,874)

Net Cash Provided(Used) by Financing Activities	236,542	296,240

Increase (Decrease) in Cash from Continuing Operations	(3,323)	11,807
Increase (Decrease) in Cash from Discontinued Operations	-	-

Net Increase (Decrease) in Cash	(3,323)	11,807

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

Cash and Cash Equivalents at End of Period	$ 4,640	$ 12,286

Cash Paid For:
Interest	$ -	$ -
Income Taxes	$ -	$ -

The accompanying notes are an integral part of these financial statements


FullCircle Registry, Inc.
Consolidated Statements of Cash Flows (continued)
(Unaudited)

	For the Nine Months Ended
	September 30,
	2005	2004
Non-Cash Activities:
Accrued expenses and accounts payable forgiven by shareholders	$ -	$ -
Stock issued for notes payable and accrued interest	$ -	$ -
Stock issued for convertible debentures and accrued interest	$ -	$ -
Stock issued for services	$ -	$ 73,770
Convertible debentures issued for services	$ -	$ -
Stock issued for technology	$ -	$ 17,400
Stock issued for settlement of accounts payable	$ -	$ -
Sale of Subsidiary and Cancellation of Debt Exchanged for
Company's stock	$ -	$ -

The accompanying notes are an integral part of these financial statements

FullCircle Registry, Inc.

Notes to the Consolidated Financial Statements

September 30, 2005

GENERAL

FullCircle Registry, Inc. (the Company) has elected to omit substantially all footnotes to the financial statements for the nine months ended September 30, 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.

INVESTMENT IN AMPO II, INC.

In September 2005, the Company entered into agreement with AMPO II, Inc. to acquire 50% of AMPO II, Inc. for up to $225,000 in cash. The Company agreed to advance to AMPO II, Inc. sums of money as required to fund its ongoing losses up to $225,000.

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.

Effective September 20, 2005, Mr. Trent Oakley and Mr. Toby Wolcott resigned from the Board of Directors of the Company. Both directors resigned to dedicate their time on other activities and had no disagreements with the Company. Both positions are vacant at the present time. Mr. Oakley remains as Chief Financial Officer

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, 2005.

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).

AMPO is a holding company for prescription fulfillment and assistance programs and companies. AMPO, LLC was founded in early 2000 by Jimm Axline. In mid-2004, AMPO II, Inc. was formed by AMPO, LLC's shareholders to serve as a holding company for AMPO, LLC, the Rx Relief Network and the Medicine Assistance Program (MAP). In 1997, Mr. Axline founded the National Association for the Terminally Ill (NATI), a 501(c)(3) non-profit organization that serves as a financial hospice for the terminally ill. Both the for-profit (AMPO II, Inc.) and non-profit (NATI) organizations have helped individuals with their prescription needs as well as, from the non-profit side, helped terminally ill people pay utility bills, car payments, house payments and buy groceries. While serving as chairman for NATI, Mr. Axline found that terminally ill individuals were using a large portion of their income to purchase medications. After extensive research, it was found that most pharmaceutical companies have patient assistance programs, through which medications are given free of charge to qualifying individuals. Because of the complex procedures in obtaining these medications, AMPO, LLC was formed to help not only the terminally ill, but other individuals that were taking maintenance medications. While patient assistance programs are free from the pharmaceutical industry, AMPO, LLC charges a small service fee to help guide the patient through the completion of the paperwork and procedures to obtain their medications. Since October 2000, AMPO, LLC and the other affiliated programs have helped thousands of people throughout the U.S. save hundreds of dollars on their prescription needs.

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 September 30, 2005 and 2004

Revenues during the three months ended September 30, 2005 were $8,698 with cost of sales of $8,026 yielding a gross profit of $672 compared to $24,549 in revenues for the same period in 2004 with cost of sales of $18,100 and a gross profit of $6,449. Operating expenses and selling, general and administrative costs during the current three-month period were $49,943 resulting in an operating loss of $49,271 compared to operating expenses of $35,924 for the three months ended September 30, 2004 with an operating loss of $29,475. Interest expense for the three months ended September 30, 2005 was $6,053 resulting in a net loss from continuing operations of $55,324. For the three months ended September 30, 2004, interest expense was $11,700 and a net loss of $41,175.

Results of Operations for the Nine Month Period Ended September 30, 2005 and 2004

Revenues during the nine months ended September 30, 2005 were $55,029 with cost of sales of $57,339 yielding a gross loss of $2,310 compared to $32,358 in revenues for the same period in 2004 with cost of sales of $23,746 and a gross profit of $8,612. Operating expenses and selling, general and administrative costs during the current nine-month period were $244,845 resulting in an operating loss of $247,155 compared to operating expenses of $374,335 for the nine months ended September 30, 2004 with an operating loss of $365,723. Interest expense for the nine months ended September 30, 2005 was $22,717 resulting in a net loss from continuing operations of $269,872. For the nine months ended September 30, 2004, interest expense was $27,955 and a net loss of $393,678.

Liquidity and Capital Resources

At September 30, 2005 the Company had total assets of $180,991 compared to total assets of $159,146 at December 31, 2004. The Company had current assets consisting of $4,640 in cash, $86,985 in property and equipment, $55,866 of investments available for sale, $25,000 investment in a joint venture, $7,500 in investment in 50% of AMPO II, Inc., 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 September 30, 2005, the Company had $444,384 in total liabilities. Current liabilities include $48,229 in accounts payable, $57,170 in accrued expenses and $338,985 current portion of long-term liabilities. Long term liabilities include $105,210 in notes payable, $225,317 in notes payable to a related party and $8,458 in capital lease payable. Total liabilities at December 31, 2004 were $209,706 which were comprised of $57,389 in accounts payable, $49,874 in accrued expenses, $99,572 in current portion of long-term liabilities, $40,000 in notes payable, $53,985 in notes payable to a related party, and $8,458 in capital lease payable.

Net cash used by operating activities for the nine months ended September 30, 2005 was $233,436 compared to $284,433 for the same period in 2004. During the nine months ended September 30, 2005, $6,429 was used for investments, and $$236,542 was provided by financing activities. For the same period in 2004, $296,240 was provided from financing activities.

On September 20, 2005, in an arms length transaction not involving any affiliates or related parties, FullCircle Registry, Inc. (“FLCR”) completed the acquisition of a 50% interest in American Medical Pharmaceutical Outlet II, Inc. (“AMPO”), a Kentucky corporation, in exchange for 1,500,000 restricted shares of FLCR common stock, par value $0.001 per share. The stock portion was valued at approximately $.06 per share.

FLCR received 50% of AMPO’s total issued and outstanding common stock of which 25% of the common stock has voting rights. In addition, FLCR will pay $20,000 to $25,000 per month for a six month period to AMPO distributed each month on either a weekly or monthly basis or at the end of the first three months, FLCR may issue stock in lieu of cash in order to fulfill its purchase obligation. If FLCR stock is issued, the amount of restricted common stock shall be 500,000 shares.

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. We currently owe $225,317 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 September 30, 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.

During the three months ended June 30, 2004, the Company issued 72,000 shares of common stock for services performed at $0.04 per share.

On July 14, 2005, the Company issued 48,000 shares of common stock for services performed at approximately $0.053 per share.

On September 19, 2005, the Company issued 97,000 shares of common stock for services performed at $0.065 per share.

ITEM 6. Exhibits and Reports on Form 8-K

During the three month period ended September 30, 2005, we filed the following report on Form 8-K:

Date

Items Reported

10-27-05

2.01, 5.02 and 9.01

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: November 18, 2005

/s/ Isaac Boutwell

Isaac Boutwell

Chief Executive Officer

Date: November 18, 2005

/s/ Trent Oakley

Trent Oakley

Chief Financial Officer