UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended September 30, 2008March 31, 2009

OR

For the transition period from                            to                          

Commission file number 333-51918

FULLCIRCLE REGISTRY, INC.

(Exact Name of Registrant as Specified in Its Charter)

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 SX. 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):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes£. No SX.

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 73,996,906,77,970,573 Class A common shares and 20,000 Class B preferred shares, as of October 24, 2008.March 31, 2009.

FORM 10-Q

FULLCIRCLE REGISTRY, INC.

Table of Contents

Page

PART I.

Financial Information

Item 1.

Unaudited Financial Statements

3

Consolidated Balance Sheets for September 30, 2008 (Unaudited)

and December 31, 2007

4

Consolidated Statements of Operations (Unaudited) for the

Three Months Ended September 30, 2008 and 2007, and the

Nine Months Ended September 30, 2008 and 2007

5

Consolidated Statements of Cash Flows (Unaudited) for the

Nine Months Ended September 30, 2008 and 2007

6

Notes to Consolidated Financial Statements

7

Item 2.

Management’s Discussion and Analysis or Plan of Operation

12

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

18

Item 4.

Controls and Procedures

19

PART II.

Other Information

Item 1.

Legal Proceedings

19

Item 1A.

Risk Factors

19

Item 2.  

Unregistered Sales of Equity Securities and Use of Proceeds

19

Item 3.

Defaults Upon Senior Securities

19

Item 4.

Submission of Matters to a Vote of Security Holders

19

Item 5.

Other Information

20

Item 6.

Exhibits

20

Signatures

20

			Page
PART I.	Financial Information
	Item 1.	Unaudited Financial Statements	3
		Consolidated Balance Sheets for March 31, 2009
		and December 31, 2008	4
		Consolidated Statements of Operations for the
		Three Months Ended March 31, 2009 and 2008	5
		Consolidated Statements of Cash Flows for the
		Three Months Ended March 31, 2009 and 2008	6
		Notes to Consolidated Financial Statements	7
	Item 2.	Management’s Discussion and Analysis or Plan of Operation	9
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	15
	Item 4.	Controls and Procedures	15
PART II.	Other Information
	Item 1.	Legal Proceedings	16
	Item 1A.	Risk Factors	16
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
	Item 3.	Defaults Upon Senior Securities	16
	Item 4.	Submission of Matters to a Vote of Security Holders	16
	Item 5.	Other Information	16
	Item 6.	Exhibits	16
	Signatures		17

2

PART I – FINANCIAL INFORMATION

ITEM 1.  UNAUDITED FINANCIAL STATEMENTS.

In the opinion of management, the accompanying unaudited financial statements of FullCircle Registry, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Regulation S-X for the three month periods ended September 30, 2008.March 31, 2009. The financial statements reflect, in the opinion of management, all adjustments, which are of a normal and recurring nature, necessary for a fair presentation of the results for such periods.

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.

3

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

FullCircle Registry, Inc.

Consolidated Statements of Operations

(unaudited)

The accompanying notes are an integral part of these financial statements

5

FullCircle Registry, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

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

FullCircle Registry, Inc.

For Period Ending March 31, 2009

Notes to Consolidated Financial Statements

NOTE 1. BASIS OF FINANCIAL STATEMENT PRESENTATION.PRESENTATION.

FullCircle Registry, Inc. has elected to omit substantially all footnotes to the financial statements for the ninethree months ended September 30, 2008March 31, 2009 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 the Form 10-KSB10-K for the twelve months ended December 31, 2007.2008.

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 un-audited financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. 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, 200 7, Annual2008, A nnual Report on Form 10-KSB.10-K. Operating results for the three months and nine months ended September 30, 2008,March 31, 2009, are not necessarily indicative of the results that may be expected for the year ending December 31, 2008.2009.

NOTE 2. GOING CONCERN.

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease development of operations.

TheHowever, the Company has incurred losses resulting in an accumulated deficit of approximately $7.3$7.4 million as of September 30, 2008.March 31, 2009.

Management's plans with regards to these issues are as follows:

·

Expanding revenues by purchasing, or otherwise acquiring, independent insurance agencies.

·

Using the 68,000 name prescription customer database to provide the foundation of the FullCircle Prescription Service business.

·

Developing a new customer base from the recruitment of contractors/agents to market our FullCircleRx Relief prescription services.

·

Acquiring new customers from internet marketing, and brochure distribution to assist people in the Donut Hole part of Medicare Part D and others that are un-insured and underinsured.

·

Expanding revenues by finding new customers that can benefit by utilizing the Company’s information retrieval service.

·

Raising new investment capital, either in the form of equity or loans, sufficient to meet the Company's operating expenses, until the revenues are sufficient to meet operating expenses on an ongoing basis.

Presently, the Company cannot ascertain the eventual success of management's plans with any degree of certainty. No assurances can be given that the Company will be successful in raising immediate capital or that the Company will achieve profitability or positive cash flows.

FullCircle Registry, Inc.

For Period Ending March 31, 2009

Notes to Consolidated Financial Statements

NOTE 3. EARNINGS (LOSS) PER SHARE

The computation of earnings per share of common stock is based on the weighted average number of shares outstanding at the date of the consolidated financial statements.

NOTE 4. NOTES PAYABLE – RELATED PARTY

The Company's notes payable obligations, both related party and unrelated, are as follows for the period ending September 30, 2008March 31, 2009 and December 31, 2007.2008:

Accrued interest on these notes on September 30, 2008 was $75,685, and on December 31, 2007 accrued interest was $49,065.

NOTE 5.  RELATED PARTY

The Company received advances from shareholders during the 2008 year for operating needs. The balance of the notes payable to related parties was $398,564 on September 30, 2008 and $308,564 on December 31, 2007 respectively.

During the March quarter 2008 the company issued a $50,000 promissory note to a related party, a shareholder, that carries interest at 2% and is payable on December 31, 2010. Accrued interest on this note at September 30, 2008 is $612.00.

During the June quarter 2008 the Company issued 2,000,000 restricted shares for $80,000 cash for operating capital to a related party, a shareholder, at .04 per share.  The funds were used to satisfy two notes for cash in the amount of $70,000 in principal and $4,337 in accrued interest.

During the June quarter 2008 the company issued a $50,000 promissory note to a related party, a shareholder, that carries interest at 2% and is payable on December 31, 2010. Accrued interest on this note at September 30, 2008 is $419.86.

During the September quarter 2008 the company issued a $50,000 promissory note to a related party, a shareholder, that carries interest at 2% and is payable on December 31, 2010. Accrued interest on this note on September 30, 2008 is $224.66.

NOTE 6. COMMON STOCK

During the March quarter 2008 the company issued 100,000 shares to Trent Oakley for services at .04 per share.

In April 2008, 2,000,000 shares were issued for cash at the rate of .04 per share.  

During the June quarter 2008 the company issued 100,000 restricted shares to Trent Oakley for services at .04 per share.

During the June quarter 2008 the company issued 75,000 restricted shares for services for three new agents at .04 per share.

During the September quarter 2008 the company issued 25,000 restricted shares for services for one new agent at .04 per share.

NOTE 7. INTANGIBLE ASSETS

During September 2005, the company entered an agreement with American Medical Pharmaceutical Outlet II, Inc. (AMPO II), wherein the company would issue 1,500,000 shares of common stock and up to $150,000 over a six month period in return for a 50% interest in AMPO II. The company has accounted for the value of the shares and the cash advanced as an investment accounted for under the equity method. The company records it’s interest in the net income or loss of AMPO II through an entry to the statement of operations and an offsetting entry to the value of the investment.  The amount of funds invested in AMPO for 2006 was $93,900.  The total investment in AMPO II at the end of the year 2006 was $318,746 compared to $224,846 total amount invested at the end of the year 2005.

In 2007 the Company assumed a note payable to Norlander Information Services in the amount of $50,000, which increased the investment amount in AMPO II.  The total investment in AMPO on December 31, 2007 was $368,746.  Also during 2007, AMPOII ceased their operations and discontinued their business.  As part of the investment, the Company was transferred the exclusive rights to the AMPOII database of customers.  The Company has recorded this as an intangible asset for the amount the Company had invested in AMPOII, Inc., that will be amortized over a 15 year useful life.  The Company will also apply the guidance in SFAS No. 142,“Goodwill and Other Intangible Assets,”wherein they will perform an impairment analysis periodically to determine asset value.  At December 31, 2007, the customer database had not been put into service and, therefore has not been amortized.  Amortization began in July 2008 using straight line approach over a 15 - -year period. The amortization expense for the quarter ended September 30, 2008 was $6,146.

11

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF ACTION.OPERATIONS.

General

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 Condit ionCondition 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.

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 eventse vents or circu mstancescircumstances 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;

·

Delivering a quality product that meets customer expectations;

·

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

·

Competition in our market.

Our Business

Our initial business began in 2000, with the formation of FullCircle Registry, Inc. We were initially a technology-based business that provided emergency document and information retrieval services. Our service included, providing customers with secure storage and immediate access to their critical medical records, legal documents (living wills, powers of attorney, “do not resuscitate” orders, etc.), and emergency contact information.  The system was designed to allow medical personnel to quickly obtain critical information.  We provided these services directly to subscribers and through strategic alliances with health care providers.

In December 2006, our Directors unanimously consented that the Company should become an insurance agency. An application for a business entity license was submitted to the Department of Insurance in the Commonwealth of Kentucky. On February 27, 2007, a business entity license for Life and Health was issued to the Company. After March 1, 2007, appointment applications were submitted to various carriers and brokerage agencies.

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 addresses are www.fullcircleregistry.com, www.fullcirclerx.com, and www.medshelp4U.com. Our website and the information contained therein or connected thereto shall not be deemed to be incorporated into this Prospectus or the registration statement of which it forms a part. Our website will be immediately revised and updated upon receipt of funds to reflect our new business model.

Since the current economic situation occurred last year, our insurance sales have dropped significantly. One of our major insurance companies has undergone a significant loss of popularity and the insurance industry has experienced a domino effect. We do not expect our industry to return to pre-depression levels near term but we do expect that the situation will provide additional opportunities with our agency merger plans because of their diminished revenues.

Because of the unavailability of funds the Company has refrained from expanding the business model. Funds are tightly held and we have had to be extremely conservative about expending Company funds on marketing, salaries and other expenses until funds are available.

S-1 Application

In order to implement the following business plan and strategy we have submitted an S-1 registration statement to offer a new class of preferred shares for the required funding for our plans. We are requesting to offer One Million preferred Class B shares at the price of $1.00 per share with 2% yield and a conversion rate of .10 per share in two years. The Companyconversation rate is an arbitrary rate selected by management was determined after taking into consideration of the $7.3 million loss carryfoward, the value of our appraised database, the low float in the market, the value of the business plan, and the experience of management.

Our Business and Strategy

We have formed two new wholly-owned subsidiaries to begin the new business plan as specifically set forth beginning on page 12. Below, we have briefly summarized our business plan.

FullCircle Insurance Agency, Inc.

It is our plan to acquire, or otherwise merge with, small insurance agencies and incorporate them into the FullCircle family of businesses. We plan to offer a five to ten-year exit plan to agency owners, which may include issuance of shares of FullCircle Registry, Inc., to give them the ability to exit their business with the potential to meet or exceed the value of their business and participate financially in the growth of the Company. This plan should facilitate the transfer of loyalties from agency owner’s customers as well as provide the proper environment to attract new talent.

We are developing our plans and infrastructure for our new agencies. Initial plans for our FullCircle wheel of products and services that are in development are: Prescription assistance services, Life insurance, Health insurance (Group and Individual), Auto and Home insurance, Medical Record Storage and our ENC products. As our name, “FullCircle,” implies, we intend to become a full service, one-stop shop for all insurance needs of our clients.

As agencies are acquired, we will begin adding our products and services to their portfolios. By adding our additional products and services, we expect to increase the gross revenue with each new agency acquisition when assimilation is completed and new products are installed. With the additional sales force, we expect to experience higher commission rates because we will receive higher performance payout levels with each of our chosen insurance companies.

The number, diversity and sophistication of the insurance products available in the insurance marketplace have grown significantly in recent years. Our clients increasingly require sophisticated insurance planning services such as ours to support their complex needs. We believe we are well positioned for significant growth and have a multi-faceted growth strategy that builds on our new and existing client relationships, insurance products, brands and our integral role in the insurance process.

We have formed the FullCircle Insurance Agency, Inc. to be our vehicle for this business plan. At this time we have not begun operations since we are awaiting the approval for funding.

FullCircle Insurance Agency, Inc. Revenue Projections

The following projection timeline is based on the assumptions of available funding. The timeline begins when funding is available.

The five-year growth forecast assuming an average of $100,000 initial revenue from agencies after acquired, then expanding to an average of $200,000 revenue per agency after new products are introduced.

Any financial projection discussion of FullCircle included in this Prospectus is based upon assumptions that we believe to be reasonable. Even if the assumptions underlying its plans prove to be correct, there can be no assurance that FullCircle will not incur substantial operating losses in attaining its goals. There can be no assurance that the objectives will be realized if any of the assumptions underlying its plans prove to be incorrect. The Directors of FullCircle have studied, and are familiar with, the current insurance market; however, investors should be aware that no independent market studies have been conducted by us regarding the proposed business plans, nor are any such studies currently planned.

FullCircle Prescription Services, Inc.

FullCircle Prescription Services, Inc. has been established for the purpose of handling our new prescription services program. We have, at very little expense, been contacting potential contractors and agents to help move the project forward but are limited as to how aggressive we can be given limited capital.

Our launch with our FullCircleRx plan has been delayed waiting on funds, but FullCircle Prescription Services, Inc. has begun limited operations.

We have entered into an arrangement with a worldwide pharmacy located in Canada to assist our customers in shopping the world. We have entered into agreements with 37 contractors and agents to find the customers that are in need of assistance in reducing the cost of their medications.

In summary the marketing of our FullCircleRx prescription assistance program is:

·

AMPO database mailings.

·

Churches as contractors for fund raising projects.

·

Large marketing media like RV Trader, Auto Trader, etc.

·

Database sharing with organizations that do similar medical marketing but not in our niche or do not have prescription assistance programs.

·

Leasing or selling rights to our database as it continues to grow and evolve.

·

Insurance agents and agencies.

·

Small businesses without health benefits.

·

Web marketing. Fertility drugs, birth control drugs, Medicare Donut Hole problems, etc.

·

Word of mouth (incentives for existing customers to send us new customers).

·

Contractor and agent campaign through mailings and advertising.

·

Prescription gift card for friends and families to assist the elderly in the cost of their medications.

·

City, County, and State government employees.

·

Multipurpose FullCircle FullServices Health Card

We have entered into an agreement with Acap Security, Inc. (http://acapsecurity.com) for an exclusive co-branded FullCircle FullServices Health Card between PinPay, Global Health Management, and FullCircle. Global Health Management, LLC is the servicing company that provides our clients their medications. PinPay is owned by Acap Security.

We have also received an MISO agreement (Master Independent Sales Organization) from PinPay, Inc. PinPay is committed to provide significant focus support for FullCircle to bring the Health, Insurance and Pharmaceutical industries throughout the world to the PinPay program. www.pinpay.net is currently appointedengaged in beta testing with Shaw American, which isbanks and clients internationally. Once these beta tests are concluded, we will be released to begin approaching the health and insurance related companies worldwide. FullCircle currently has health industry professionals standing by to begin signing the health industry as merchants and agents as well.

FullCircle FullServices Health Card

The expansion of Shop the World with PinPay will include a large brokerage-clearing house for Life Insurance Carriers. The Companyreal card that can be loaded with a cafeteria of different plans and its agentsprograms. Some could be free and we would experience revenue as they are used and some would be annual fee based. We are in the stages of finalizing this plan and will be able to begin when funding is available. The plan tentatively includes the addition of the following services:

·

FullCircleRx Shop the World

·

FullCircleRx Pharmacy Discount Plan (like other pharmacy cards that are sold for $25 to $30 per year memberships) this is for immediate need drugs like antibiotics, etc.)

·

FullCircle Insurance Services Card (call for any quote on any kind of insurance proposals with alland we will shop for our members)

·

FullCircle PinPay card (transfer money anywhere internationally, payroll, merchants, etc. like a debit card) much lower cost than Western Union.

·

FullCircle Mini-Med card (for those without insurance, it provides near insurance level costs for medical, dental, vision, hospitalization)

FullCircle Prescription Services, Inc. Revenue Projections

The following projection timeline is based on the major carriers, such as Prudential, John Hancock, AIG,assumptions of available funding. The timeline begins when funding is available to support brochures, websites, mailings and TransAmerica, justoffice infrastructure.

Any financial projection discussion of FullCircle included in this Prospectus is based upon assumptions that we believe to name a few.  Throughbe reasonable. Even if the relationship with Shaw which was foundedassumptions underlying its plans prove to be correct, there can be no assurance that FullCircle will not incur substantial operating losses in 1964,attaining its goals. There can be no assurance that the Companyobjectives will be ablerealized if any of the assumptions underlying its plans prove to receive a high levelbe incorrect. The Directors of commissions while outsourcing back office support, application processing,FullCircle have studied, and policy issuance follow-up and services. At this time,are familiar with, the Company is not in a position to hirecurrent insurance market; however, investors should be aware that no independent market studies have been conducted by us regarding the support staff to handle the aforementioned administrative duties.proposed business plans, nor are any such studies currently planned.

Risks Affecting Us

Our business is subject to numerous risks. We have a limited history of operations as an insurance agency, have a history of operating losses, and may not achieve or maintain profitability. We are dependent upon the sale of our products and services to generate a significant percentage of our revenue. The insurance industry is a highly competitive market, and we will be competing against companies that have much longer operating histories, more established brands and greater resources than we do. We rely on third party insurance companies in our marketing and selling of services to a significant portion of our client base.

Our Strategy

Independent Insurance Agency Mergers and Acquisitions

Norman L. Frohreich, President and CEO, has been retained to formulate and direct the expansion of the new insurance business model and the growth of FullCircle Registry, Inc. It is Mr. Frohreich’s vision to emulate the H&R Block and Edward Jones business models and launch an insurance agency merger plan in rural America. Thus, we plan to expand the business model to include markets outside the greater Louisville area.

12

It is our plan to acquire, or otherwise merge with, small insurance agencies with a five-yearfive to ten-year exit plan as well as offer shares of FullCircle Registry, Inc. to these agency owners to give them the ability to exit their business with the potential to meet or exceed the value of their business and participate financially in the growth of the company.

The target model for an insurance agency acquisition is:

·1.

Agency in a town with a population less than 40,000.

·2.

Agency that has gross revenues of $50,000 to $150,000.

·3.

Agency owner that is over the age of 55.

Our research suggests that these smaller agencies are not targets for acquisition by larger companies, and, therefore, their individual owners have limited options for an exit strategy.

We are planning on moving cautiously initially. We have only 10 agencies targeted for purchasemerger during the first six monthsyear after funding is available. We will need ample time to develop the infrastructure and to train the individuals to manage these agencies once acquired. We expect that some of the owners will continue to work and will phase out over time; others will want to exit immediately. We will have to be flexible to move as needed as each situation emerges.

We have several strong licensed insurance industry veterans to provide the training and leadership for this task. We currently have the space in our corporate office to establish a training center for our initial needs. Initially we expect to operate in just a five state area: Kentucky, Indiana, Illinois, Ohio and Tennessee. Once the model is developed and operating, we expect to move into other regional offices so that we can service these agencies from a close proximity. We believe we can operate up to 25 agencies per regional office.

Once the agencies are acquired, we will begin the process of adding our products to their portfolios and services. We expect to receive additional income from our other core products.

We expect to receive assistance from our major insurance company partners—executive — many have already indicated they are aware of agent-owners who are looking for exit strategies. Research shows that the average age of the owners of the independent insurance agencies in our country is 5354 years old. Our information suggests that over 20% of the agencies nationally (over 125,000 agency owners) have no exit plan. Like other businesses, the independent insurance agents of rural America are having a problem “selling” their books of business. Many major insurance companies are beginning to acquire larger agencies but the smaller rural agencies are being passed over. Our goal is to merge with hundreds of these agencies over the next several years. We have been in contact with a number of agencies that are looking for an exit plan.

We believe we are well positioned for significant growth and have a multi-faceted growth strategy that builds on our new client relationships, insurance products, brands and integral role in the insurance and estate planning process. The number, diversity and sophistication of the insurance products available in the insurance marketplace have grown significantly in recent years. Our clients increasingly require sophisticated insurance and estate planning services such as ours to support their complex needs.

We are developing our plansEmployees, contractors, agents, and infrastructure for our new agencies.  Initial plans for our FullCircle wheel of products and services that are in development are; Prescriptions, Medicare services, ENC, Estate planning, Life insurance, Health insurance (Group and Individual), Auto and Home insurance, and Medical Record Storage.  We have identified and engaged talent with expertise in all areas except Auto and Home Insurance. As our name, “FullCircle,” implies, we intend to become a full service, one-stop shop for all insurance and financial planning for our clients.

We have selected two Vice Presidents to manage our Agency acquisition and Agency management functions.

Employeesagreements

The Company currently has five employees, six independent contractors, thirty-seven agents and four employees, twocompany agreements.

The Company currently has five full-time independent contractors and eight broker agents.six independent sales representatives.

Results of Operations for the Three Month Periods Ended September 30,March 31, 2009 and 2008 and 2007

Revenues during the three months ended September 30, 2008March 31, 2009 were $8,956$5,490 with a cost of sales of $6,447$146 yielding a gross profit of $2,508$5,343 compared to $61,845$32,578 in revenues for the same period in 20072008 with cost of sales of $22,208$21,645 yielding a gross profit of $39,637$10,933 for the same period in 2007.

132008. The reduction in revenues reflected the company’s transition into prescription services away from insurance sales for the near term because of the shortage of capital. Also, insurance sales have been impacted by the negative economic news revolving around AIG. The prescription services reflect a higher gross margin percentage. Once funding is available both segments of our business should provide higher revenues.

Operating expenses and selling, general and administrative costs during the current three-month period were $82,909$51,527 resulting in an operating loss of $80,401$46,183 compared to operating expenses of $49,232$39,654 for the three months ended September 30, 2007March 31, 2008 resulting in an operating loss of $9,595$28,721 in the same period in 2007.  2008. Operating expenses have increased because of our new depreciation plan for our database and additional operating expenses have occurred for SEC compliance.

Interest expense for the three months ended September 30, 2008March 31, 2009 was $9,314$10,755 resulting in a net loss from continuing operations of $89,715.$56,938. For the three months ended September 30, 2007March 31, 2008 the Company had interest expense of $5,445$11,695 and recognized a net loss of $15,040.

Legal, Accounting, and Auditing Expenses.

The major increase in our September Quarter operating expenses has come from SEC compliance requirements for our 10K and 10Q filings, and the development of the S-1 Preferred Share Offering for filing.

During the September Quarter we incurred expenses of $32,224 in professional fees including accounting, auditing, web design, brochure design, and legal services fees.  

It is anticipated that once the S-1 application is completed our professional fees will be much lower.$40,416.

Liquidity and Capital Resources

At September 30, 2008March 31, 2009 the Company had total assets of $367,302$361,009 compared to total assets of $378,814$378,785 at December 31, 2007.2008. The Company had total assets consisting of $4,702$10,701 in cash, $0 in property and $368,746 less amortization of $6,146equipment, and $350,308 investment in the 68,000 name database. Total assets at December 31, 20072008 consisted of $10,068$22,331 in cash, $0 in property and $368,746 inequipment, and $356,454 investment in our customer database.

In the September quarter the company began depreciating our database on a 15-year amortization plan of expensing $6,146 per quarter.

At September 30, 2008,March 31, 2009, the Company had $671,851$707,208 in total liabilities. Total liabilities include $88,692$87,112 in accounts payable, $75,685$93,353 in accrued interest, $3,910$3,180 in accrued expenses, $105,000 in notes payable, $248,564$268,563 in notes payable to related parties and $150,000 long-term notes payable-related parties. Total liabilities at December 31, 20072008 were $564,158$668,046, which were comprised of $71,271$76,690 in accounts payable, $49,065$84,198 in accrued interest, $20,259$3,595 in accrued expenses, $115,000$105,000 in notes payable and $308,563 note$248,563 in notes payable to related parties and $150,000 long-term notes payable-related parties.

Net cash used by operating activities for the ninethree months ended September 30, 2008March 31, 2009 was $165,366$31,630 compared to $104,011$55,646 for the same period in 2007.2008. During the ninethree months ended September 30, 2008,March 31, 2009, $0 was used for investments, and $160,000$20,000 was provided by financing activities. For the same period in 20072008 $0 was used for investments and $105,424$50,000 was provided by financing activities,.activities.

As of September 30, 2008March 31, 2009 we had no capital commitments. We are currently focused on increasing revenues from our 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. 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 will not begin our insurance agency mergers business plan until sufficient capital is available.  We have our FullCircleRx Relief program established and are poised to begin our marketing plans once the necessary capital is available. We have relied upon advances from officers and shareholders and we have issued stock to finance our operations to this point.

FullCircle currently owes $398,563$418,563 in notes payable to related parties, and other notes payable of $105,000. 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, 2008.March 31, 2009. These conditions raise substantial doubt about our ability to continue as a going concern.

In lateLate in 2007 and early in 2008 insurance sales revenue began to come in as a result of our transition into the insurance business. The accounting process; revenue recognition, cost of sales, gross profit and operating expenses will fluctuate as we continue to evolve as an insurance agency.

In the second half of 2008 and through the March quarter 2009 our insurance sales dropped because of the economic climate in the United States. We have expended considerable timedo not expect insurance sales to increase in the near term until we can fund our agency and expenses marketing and selling life insurance policies and group health insurance policies.  With recent economic conditions life insurance policies have been more difficult to place.  Specifically, recent negative reports about insurance companies have impacted our ability to sell insurance products.

14agent recruiting programs.

S-1 Offering

On July 1, 2008 our S-1 was submitted to the SEC.  We have received a response from the SEC that has requested additional information.  Currently our attorney and accountants are preparing our response.  No assurance can be given that we will be successful with this offering.

1,000,000 SHARES

FullCircle Registry, Inc.

CLASS B PREFERRED STOCK

No public market exists for our preferred shares. The Offering price will be $1.00 per share, and shares will be sold in blocks of 50,000 shares each.  We currently have several investors that have indicated they wish to participate in this offering. It is anticipated that existing shareholders and friends of the company will provide the necessary capital to complete this offering once approved.

Each share of class B preferred stock will be convertible, upon the expiration of two years following their issuance, to ten shares of class A common stock.  Holders of class B preferred stock will be entitled to vote on corporate matters.  Each share of class B preferred stock will be entitled to ten votes.  Each share of class B preferred stock will pay a $.02 dividend annually until such time as it is converted into class A common stock.

If the S-1 is approved we will make available the Class B Preferred shares to those accredited investors that are interested in this offering.  We will make no attempt to engage a separate organization to market these shares and we will not pay any finders fees for the offering.

Corporate Structure

The Board of Directors has elected to begin the process of compartmentalizing FullCircle’s corporate structure as the Company expands its range of services and products.  All product and service groups will eventually have their own separate operating subsidiaries.   The Board feels that this structure will provide additional protection for FullCircle and will allow each subsidiary to enter into product-specific agreements with agents, contractors, and merchants.  The Company began this process in the June Quarter by forming FullCircle Prescription Services, Inc. (“FCPS”), a wholly-owned subsidiary.   In the September Quarter the Company formed another wholly-owned subsidiary, FullCircle Insurance Agency, Inc.  Both companies are poised to begin activities once funding is available.

FullCircle Prescription Services, Inc.

FCPS has begun operations with the launch of our first beta mailing to the clients in our database in the September Quarter.  The database was analyzed and found to be current with a very high percentage of accurate names and addresses.  The beta mailer introduces the prior AMPO clients to FullCircleRx and provides an application to become a member of our services.  They are also directed to our website: Medshelp4U.com.

The response to our first beta mailing has been encouraging.  The Company has performed necessary corrections in our order entry process between our websites and our pharmacy’s servers.  We are poised to begin our second beta test mailings.

The Company has entered into a fulfillment agreement with a prescriptions services provider that will handle all prescription orders for Medshelp4U.com and FullcircleRx.com.  Revenues will be generated from commissions paid to FCPS.  At no time will FCPS handle or process specific prescriptions.  FCPS is operating only as a facilitator for clients to enjoy substantial savings in their prescription costs in the world markets.  The pharmacy that we have contracted with utilizes the same manufacturing facilities worldwide that provide FDA approved medications to the U.S. pharmacies.

To offset overhead costs associated with establishing new independent contractors, agents and customers, FCPS is charging a one-time lifetime membership fee of $25 per customer.  All other costs for the maintenance and servicing of our customers will be performed by our contracted pharmacy.

FCPS has entered into an agreement with our first major independent contractor who will introduce FullCircleRx program to their clients.

Additionally, we are in the process of negotiating agreements with several community churches and larger area church organizations that can use our FCPS services to assist their parishioners to save money and at the same time provide for an excellent fund raising opportunities for their programs.

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FullCircleRx brochures have been developed to provide to our physician associates for distribution in their offices and for use by our independent contractors.   Brochures are now available to customers and stockholders who contact our corporate offices.  We have begun distributing our brochures to doctors, clinics, and hospitals.

We have begun the recruiting of independent Contractors and Agents for marketing our Prescription Services.  The Company has scheduled training programs to be conducted in our corporate offices.  We have developed PowerPoint presentations to assist in training those contractors and agents that cannot attend our training classes and also intend to deliver to customers via the Internet.  Our first contractor training program was conducted at our company office on November 13.  

FCPS has entered into an agreement with a soft card company to provide the infrastructure behind our FullCircleRx Gift Card.  We anticipate that we will be in a position to launch our FullCircleRx Gift Card this year.

The FullCircleRx Business Plan

The FullCircleRx plan has four phases.

Phase One – Database mailings.

In phase one we are beginning the mailings to our client database.  This beta test and subsequent mailings will continue until all of the previous AMPO prescription customers receive notification of our new program.  We have several phases planned for the beta test that involves a series of three mailings to each customer.

Phase Two – Independent Contractor Agents

In the Phase Two plan we will complete our brochures and power point tools and begin the requiting of Independent contractors to offer our FullCircleRx plan to their clients.  We have already contracted with our first major FullCircleRx independent contractor.  We are currently entering into Phase Two and have completed several stages of this Phase.  The contractor applications and the contractor agreements have been completed and approved by counsel.  Contractor applications and agreements are being sent out.  We have received several applications and have processed several agreements.

Phase Three - Internet

Once our systems and infrastructure for FullCircleRx has proven to be operational we will begin our Internet marketing plan.  This Phase brings internet search optimization into play by directing potential customers to our website who are trolling the Internet for certain Keywords like; Medicare prescriptions, Medicare Part D, birth control prescriptions, fertility drugs, discount medications, discount prescriptions, etc.

Phase Four– Prescription Gift Cards

We have our soft card agreement completed and are waiting for our soft card service provider to complete their beta tests.  This gift card program will be the first of its kind.  Currently, gift cards from drug stores allow the card to be used for anything sold in those stores. Our gift cards can only be used to purchase prescriptions and nothing else.  

Since prescription costs are becoming a greater burden for our senior citizens we believe that this prescription specific card will provide a strong service for individuals with relatives and friends needing to help with these soaring costs.  Additionally, it will provide the giver peace of mind that the funds are being used to purchase needed medications only.

Expectations

It is our belief that most of the growth in our prescription service business will occur through mailings, doctor’s offices, and word of mouth, etc.  Once customers experience great savings they will help carry the torch for us.  

Initially, we do not anticipate strong results from the Internet.  Most of our target market, our senior citizens, do not use the Internet for their medicine purchases.  However, as more and more of our baby boomers enter the retirement age we expect this marketing avenue to increase significantly.

We do expect that our Internet marketing to the younger group of women that are searching for birth control prescriptions will become a good market for us.  Our birth control prescription website will be launched as soon as funding is available.

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10-K SEC letter

We received a letter from the SEC requesting language corrections to our 10K filing and to amend that filing with the additional language required by paragraph (b) of Rule 13a-15 or Rule 15d-15 of the Exchange Act.  

Our amendment was completed and submitted on September 12, 2008.  On September 18, 2008 we received a letter from the SEC stating that it had completed its review of our Form 10-KSB and related filings and had no further comments at this time.

We are very pleased that FullCircle has fulfilled all of the necessary responses and have been given the approval from the SEC for our filing.  Further, we thank the SEC for its guidance.

All of our communication with the SEC is now provided for our shareholders on Edgar.

S-1 SEC letter.

We received a response from the SEC regarding our S-1 application.  Their preliminary review has determined that they need further detail in the S-1 document pertaining to our database valuation.  Our attorney, accountant, and auditors are preparing these corrections.

It has taken considerable time and expenditures to acquire a valuation of our database.  Intangible assets are very difficult to appraise and require valuations to be performed by experienced valuation professionals.  We have engaged a professional intangible asset appraiser and the firm is working on providing the necessary documentation of the valuation of our database.  

Revenues

The increase in revenues for the first nine months this year is the result of the efforts of our company personnel selling our insurance products.  Although the recent three month period revenues were disappointing, we believe that once consumer confidence returns to the insurance marketplace we will again be in a position to sell additional insurance products.

We also anticipate that our FCPS will begin generating revenues in the fourth quarter of 2008.  The process to find and inform our potential customers of the tremendous savings is time consuming.  It is anticipated that once our customers experience this great savings they will begin to share with family and friends.  Some of our initial customers have realized a savings of up to $3,200 per year.

The investment to increase our exposure will begin when our funding is available.

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. In the event we are unsuccessful in our efforts to raise additional funds, we will be required to significantly reduce cash outflows and, possibly, discontinue our operations. We need to raise immediate capital to continue our operations and implement our plans to respond to competitive pressures, or otherwise to respond to unanticipated requirements. Our failure to obtain immediate financing, or inability to obtain financing on acceptable terms, could require us to limit our plans, incur indebtedness that has high rates of interest or substantial restrictive covenants, issue equity securities that will dilute your holdings, or discontinue all or a portion of our remaining operations.

The current expansion of the Company’s business demands that significant financial resources be raised to fund capital expenditures, working capital needs, debt service and the cash flow deficits expected to be generated over the next nine months by operating losses. Current cash balances and the realization of accounts receivable will not be sufficient to fund the Company’s current business plan beyond the next three months. Consequently, the Company is currently seeking convertible debt and/or additional equity financing in the aggregate amount of at least $1,000,000, to fund the Company’s expansion needs. Management is currently negotiating with existing shareholders and other accredited investors in order to obtain working capital necessary to meet current and future obligations and commitments. Management is confident that these efforts will produce financing to further the growth of the Company. Nevertheless, there can be no assurance t hatthat the Company will be able to raise additional capital on satisfactory terms or at all. In the event that the Company is unable to obtain capital on acceptable terms or in sufficient amounts, the impact thereof would have a material adverse impact on the Company’s business, operating results, and financial condition as well as its ability to service debt requirements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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Critical Accounting Policies and Estimates

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

Other Business Opportunities

Emergency Notification CompanyInsurance Products

The ENC product is operational and poised for growth.  This product’s web page is staged to be updated with the availability of the new funding.  

Not only is this product an integral partOne significant aspect of our new ventures, it providesfocus and direction is our ability to generate new prospects and clients. One immediate opportunity is the marketing insurance products to existing clients of a valuable security for our customers. Each purchaserLouisville area attorney who is also a licensed insurance agent. We expect to partner up with other local attorneys to expand this product offering. Phase one of the ENC product provides namesthis plan is currently in motion and addresses of friends and family to be contacted in case of emergency, and in turn, these names provide a prospective customer database for our other products and services.  Our ENC call center is current andrevenue has been kept active since inception.occurred.

AsWe will continue to recruit independent licensed agents. We feel that we have a lead generation toolvery unique recruiting proposition when it comes to obtaining quality agents for the company. We will be providedable to all of our existing customers at significantly reduced costs.  Weoffer attractive commission rates while giving the agent the opportunity for ownership in the company through a company stock incentive plan. This ownership by the agent will also provide this service to our new agencies books of business customers.

Medical Records Storage and Retrieval services

The on-line vault server for Medical Record Storage was upgraded to Web 2.0 standards for productivity and security.  We believe that our Medical Records Storage original core business was ahead of its time.  Now that politicians are continuing to emphasize this very important service andhelp serve as retention tool in an industry where turnover is the fact that Google has announced it is entering the storage business with an agreement with the Cleveland Clinic, we believe the timing is right to offer these services as a stand alone product or bundled with our other products.norm.

Inactive products and services

Our other products that have been previously discussed are currently inactive. We have elected to narrow our focus to utilize our limited people and financial resources to bring our best services to the surface for optimal revenues. Consequently, AskPhysicians, Spoken Data, Bright Star, MyClubCard, Living Wills, and Collar ID pet registry products and services are being reserved for later use once our strongest products, services and plans materialize.

Web page development

We have begun the foundation development of our new web page direction.  The FullCircleRegistry.com web page has been updated to include our new FullCircleRx Company.  Our Medshelp4U.com website has been launched as well.   dmcdon.com is our web service provider which is managed by Dennis McDonough our IT services manager.   We are outsourcing web page design to professionals.  

Our web portal will be the foundation providing integral system access to our new agencies, life insurance products, Medicare products, Emergency Notification products, FullCircle Prescription Services, Medical Records storage services, and other spokes in our wheel of FullCircle Services as they are developed.  This is flexible and dynamic technology that will provide a highly secure Internet portal for all FullCircle partners to use.  The design and tools being included will enhance our information flow, communications and productivity.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.

The Company’s chief executive officer and chief financial officer, after evaluating the effectiveness of the Company’s disclosure controls and procedures (as defined in Sections 13a-15(e) and 15d-15(e) of the regulations promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the most recent fiscal quarter covered by this quarterly report (the “Evaluation Date”), has concluded that as of the Evaluation Date, the Company’s disclosure controls and procedures were effective in ensuring that information required to be disclosed by the Company in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and are designed to ensure that information required to be disclosed in those reports is accumulated and communicated to management as appropriate to allow timely decisio nsdecisions regarding required disclosure.

Changes in Internal Controls.

There were no changes in the Company’s internal control over financial reporting identified in connection with the Company’s evaluation of controls that occurred during the Company’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company’s attorneys wereattorney was notified on May 15, 2008 that the CompanyFullCircle Registry had been named as a party in a lawsuit against AMPOII, LLC. Legal discovery has been ongoing.  The Company takesand its counsel are looking into the position thatmerits of the plaintiffs’ claims againstand the Company are without merit.  The Company is currently seekingpossibility of filing a swift resolutionmotion to dismiss this matter.  case. Clarification of the nature of the claims as well as the dollar amount of the damages has been requested of the plaintiff by FullCircle’s counsel. Damages were unspecified in the plaintiffs’ Complaint.

ITEM 1A. RISK FACTORS.

Not applicable.

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

Unless otherwise noted, the following shares were issued to an accredited investor in a private transaction exempt under Rule 506 of Regulation D promulgated under Section 4(2) of the Securities Act of 1933, as amended.

During the three month period ending September 30, 2008,March 31, 2009, in an effort to secure additional operating capital, and to pay down accounts payable, and notes payable, the Company borrowed $50,000,$20,000, with a Promissory Note from a major stockholder of the Company. This Note, together with interest accrued thereon at the rate of twoten percent (2%(10%) per annum, shall become due and payable in one lump sum on December 31, 2010.2009. The Note was issued pursuant to an exemption from registration under Regulation S of the Securities Act of 1933, as amended.

In January 2008 100,000 shares were issued for services at the rate of .04 per share.  

In April 2008 2,000,000 shares were issued for cash at the rate of .04 per share.  

In June 2008 175,000 shares were issued for services at the rate of .04 per share.

In July 2008 25,000 shares were issued for services at the rate of .04 per share.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF THE SHAREHOLDERS.

No matters were submitted to security holders to be voted upon during the quarter ending September 30, 2008.

19March 31, 2009.

ITEM 5. OTHER INFORMATION.

There are no further disclosures. We are building the business model and as soon as relevant information on our progress becomes available we will issue the necessary Forms 8-K and issue press releases.

ITEM 6. EXHIBITS

Attached

*The Exhibit attached to this Form 10-Q shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

SIGNATURES

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

Date:  November 19, 2008

FullCircle Registry, Inc.FULLCIRCLE REGISTRY, INC.

Date:May 15, 2009

By:  /s/ Norman L. Frohreich

Norman L. Frohreich

President

Chief Executive Officer and

Chief Financial Officer

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