As filed with the Securities and Exchange Commission on November 13, 2014

Registration No. 333-198968March 10, 2020

Registration No. 333-235905

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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AMENDMENT NO. 1

TO

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

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Galaxy Next Generation, Inc.

(Exact name of Registrant as specified in its charter)

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286 Big A Road

Toccoa, Georgia 30577

(706) 391-5030

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

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Gary LeCroy

Chief Executive Officer and

Chairman of the Board of Directors

Galaxy Next Generation, Inc.

286 Big A Road

Toccoa, Georgia 30577

(706) 391-5030

(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Copies to:

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Copies of communications to:

Robert J. Zepfel

Haddan & Zepfel LLP

Corporate and Securities Lawyers

500 Newport Center Drive, Suite 580

Newport Beach, CA 92660

949.706.6000

949.706.6060 (fax)

Approximate date of commencement of proposed sale to the public:public: As soon as practicalpracticable after the Registration Statement becomes effective.effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:box. X.þ

If this Form is filed to register additional securities for an Offeringoffering pursuant to Rule 462(b) under the Securities Act pleaseof 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same Offering.     offering..¨

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If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same Offering.     offering..¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.¨

Indicate by check mark whether the registrantRegistrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.Act of 1934.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. []

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CALCULATION OF REGISTRATION FEE

The registrantRegistrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrantRegistrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until thisthe Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. WeThe selling stockholder may not sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION DATED MARCH 10, 2020

FullCircle Registry, Inc.PROSPECTUS

161 Alpine Drive

Shelbyville, KY 400654,000,0000 Shares of Common Stock

UpThis prospectus relates to 21,000,000 SHARES OF COMMON STOCK

We are registering 21,000,000 shares, representing approximately 15.4%the offering and resale of our outstanding common stock if all shares are sold, for sale by Kodiak Capital Group, LLC, a Delaware limited liability company, pursuant to a Stock Purchase Agreement. The agreement allows us to require Kodiak to purchase up to $1,500,0004,000,000 shares (the “Shares”) of our common stock.stock, par value $0.0001 (the “common stock”) that are issuable upon conversion of a certain amended and restated secured convertible debenture, dated as of November 25, 2019 (the “Convertible Debenture”) entered into by and between us and the selling stockholder named in the section of this prospectus entitled “Selling Stockholder” (the “Selling Stockholder”).  The Convertible Debenture was issued to the Selling Stockholder in a private placement transaction that we consummated on or about November 25, 2019 (the “Private Placement”).  See the section of this prospectus entitled “The Private Placement” for a description of the Private Placement, and the section of this prospectus entitled “Selling Stockholder” for additional information regarding the Selling Stockholder.

We are not selling any shares of common stockShares in the resalethis offering. We, therefore, will not receive any proceeds from the sale of the sharesShares by the selling shareholder. WeSelling Stockholder.

The Selling Stockholder may sell the Shares described in this prospectus in a number of different ways and at varying prices. The prices at which the Selling Stockholder may sell the Shares in this offering will however, receive proceeds frombe determined by the saleprevailing market price for the shares of securities to Kodiakour common stock or in negotiated transactions. See “Plan of Distribution” for more information about how the Selling Stockholder may sell the Shares being registered pursuant to Put Notice(s)this prospectus. The Selling Stockholder may be deemed an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended. The Selling Stockholder has informed us that it does not currently have any agreement or understanding, directly or indirectly, with any person to distribute the Shares.

We have agreed to pay the expenses of the registration of the shares of our common stock offered and sold under the Stock Purchase Agreement.registration statement by the Selling Stockholder. The Selling Stockholder will pay any underwriting discounts, commissions and transfer taxes applicable to the shares of common stock sold by it.

This offering will terminateOur common stock issued is traded on the earlierOTCQB under the symbol “GAXY”. On March 9, 2020 the last reported sale price of (i) when all 21,000,000 shares are sold, (ii) when the maximum offering amount of $1,500,000 has been achieved, or (iii)our common stock on the date which is two years after the effective date hereof, unless we terminate it earlier.OTCQB was $0.012.

Investing in the common stockour securities involves various risks. See “Risk Factors” beginning on page 6. Our13 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is _______, 2020

Table of Contents

The registration statement containing this prospectus, including the exhibits to the registration statement, provides additional information about us and the common stock is governedoffered under this prospectus. The Securities Enforcementregistration statement, including the exhibits, can be read on our website and Penny Stock Reform Act of 1990, and as a result you may be limited in your ability to sell our stock.

Our common stock is registered under Section 12(g)the website of the Securities and Exchange ActCommission. See “Where You Can Find More Information.”

Information contained in, and that can be accessed through, our web sitewww.galaxynext.us shall not be deemed to be part of 1934this prospectus or incorporated herein by reference and is currently traded onshould not be relied upon by any prospective investors for the OTC Markets Group (OTC.QB Tier) underpurposes of determining whether to purchase the symbol “FLCR.” The closing price of our common stock as reported on the OTC Bulletin Board on November 7, 2014 was $ ..0225 ..Shares offered hereunder. 

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These shares may be sold by Kodiak from time

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains, in addition to time in the over-the-counter market or other national securities exchange or automated interdealer quotation system on which our common stock is then listed or quoted, through negotiated transactions or otherwise at market prices prevailing at the time of sale or at negotiated prices. Kodiak is an“underwriter”historical information, certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the“Securities “Securities Act”) in connection with the resale of our common stock under the Stock Purchase Agreement. Kodiak will pay us 75%, and Section 21E of the lowest daily volume weighted averageSecurities Exchange Act of the common stock during the five consecutive trading days immediately following the date1934, as amended (the “Exchange Act”), that includes information relating to future events, future financial performance, strategies, expectations, competitive environment, regulation and availability of resources. Such forward-looking statements include those that express plans, anticipation, intent, contingency, goals, targets or future development and/or otherwise are not statements of historical fact. These forward-looking statements are based on our noticecurrent expectations and projections about future events and they are subject to Kodiak of our electionrisks and uncertainties known and unknown that could cause actual results and developments to put shares pursuantdiffer materially from those expressed or implied in such statements.

In some cases, you can identify forward-looking statements by terminology, such as “may,” “should,” “would,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “continue,” “plan,” “potential” and similar expressions. Accordingly, these statements involve estimates, assumptions and uncertainties that could cause actual results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety by reference to the Stock Purchase Agreement.factors discussed throughout this prospectus or incorporated herein by reference.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securitiesor passed on the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

This date of this Prospectus is ___________ __,2014

TABLE OF CONTENTS

You should rely only onread this prospectus and the documents we have filed as exhibits to the registration statement, of which this prospectus is part, completely and with the understanding that our actual future results may be materially different from what we expect. You should not assume that the information contained in this prospectus (the “Prospectus”). We have not authorizedor any other person to provide you with additional or different information. This Prospectusprospectus supplement is not an offer to sell, nor is it seeking an offer to buy, these securities in any state where the offer or sale is not permitted. The information in this prospectus is complete and accurate as of any date other than the date on the front cover of those documents.

Risks, uncertainties and other factors that may cause our actual results, performance or achievements to be different from those expressed or implied in our written or oral forward-looking statements may be found in this Prospectus, butprospectus under the heading “Risk Factors”.

Forward-looking statements speak only as of the date they are made. You should not put undue reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of the information may have changed since that date.presented in this prospectus particularly our forward-looking statements, by these cautionary statements.

Market data and industry statistics used throughout this Prospectus are based on independent industry publications,INDUSTRY AND MARKET DATA

This prospectus contains estimates and other statistical data made by independent sources available on the Internet. Some dataparties and by us relating to market size and growth and other information are also based ondata about our good faith estimates, which are derivedindustry. We obtained the industry and market data in this prospectus from our review of internalown research as well as from industry and general publications, surveys and independent sources. Althoughstudies conducted by third parties. This data involves a number of assumptions and limitations and contains projections and estimates of the future performance of the industries in which we operate that are subject to a high degree of uncertainty, including those discussed in “Risk Factors.” We caution you not to give undue weight to such projections, assumptions and estimates. Further, industry and general publications, studies and surveys generally state that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe that these sourcespublications, studies and surveys are credible,reliable, we have not independently verified the data or information obtainedcontained in them. In addition, while we believe that the results and estimates from these sources. Accordingly, investors shouldour internal research are reliable, such results and estimates have not place undue reliance on this information. By including such market data and information, we do not undertake a duty to provide such data in the future or to update such data when such data is updated.been verified by any independent source.

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PROSPECTUS SUMMARY

Company Overview

We are a manufacturer and distributor of interactive learning technologies and enhanced audio solutions. We develop both hardware and software that allows the presenter and participant to engage in a fully collaborative instructional environment. We also develop award winning classroom audio solutions and school PA and Intercom products, creating a full line card offering for classrooms to our channel partners. Our products include our own private-label interactive touch screen panel as well as numerous other national and international branded peripheral and communication devices. New technologies like our own touchscreen panels are sold along with renowned brands such as Google Chromebooks, Microsoft Surface Tablets, Lenovo and Acer computers, Verizon WiFi and more. We provide a multitude of services to our customers, including installation, training, and maintenance.

Our current distribution channel consists of 30 resellers across the United States who primarily sell our product within the commercial and educational market. While we do not control where our resellers focus their efforts, based on experience, the kindergarten through 12th grade education market is the largest customer base for the product, comprising nearly 90% of all purchases. In addition, we possess our own resell channel that sells directly to the Southeast region of the United States.

We believe the market space for interactive technology in the classroom is a perpetual highway of business opportunity. Public and private school systems are in a continuous race to modernize their learning environments. Our goal is to be an early provider of the best and most modern technology available.

We are striving to become the leader in the market for interactive flat panel technology, associated software and peripheral devices for classrooms. Our goal is to provide an intuitive system to enhance the learning environment and create easy to use technology for the teacher, increasing student engagement and achievement. Our products are developed and backed by a management team with more than 30 combined years in the classroom technology space.

On June 22, 2018, we consummated a reverse triangular merger whereby Galaxy merged with and into FullCircle Registry, Inc.’s (FLCR) newly formed subsidiary, Galaxy MS, Inc. (Galaxy MS or Merger Sub), which was formed specifically for the transaction. Under the terms of the merger, Galaxy’s shareholders transferred all their outstanding shares of common stock to Galaxy MS, in return for FLCR’s Series C Preferred Shares, which were equivalent to approximately 3,065,000,000 shares of the common stock of FLCR on a pre-reverse stock split basis. This represents approximately 89% of the outstanding common stock of FLCR, with the remaining 11% of common stock distributed as follows: (a) an ownership interest of seven percent (7%) to the holders of common stock, pro rata; and (b) four percent (4%) of the common stock to the holders of convertible debt, pro rata. FLCR is an over-the-counter public company traded under the stock symbol FLCR. FLCR owns Georgetown 14 Cinemas, a fourteen-theater movie complex located on approximately seven acres in Indianapolis, Indiana. Prior to the merger, its sole business and source of revenue was from the operation of the theater, and as part of the merger agreement, the parties have the right to spinout the theater to the prior shareholders of FLCR. Effective February 6, 2019, we sold our interest in our theater to focus our resources in its technology operations.

Recent Developments

This summary highlights information contained elsewherePurchase of Concepts and Solutions

On September 4, 2019, we entered into a stock purchase agreement with Interlock Concepts, Inc. (“Concepts”) and Ehlert Solutions Group, Inc. (“Solutions”).  Under the stock purchase agreement, we acquired 100% of the outstanding capital stock of both Concepts and Solutions. The purchase price for the acquisition was 1,350,000 shares of our common stock and we issued to Concepts and Solutions three notes payable in the aggregate principal amount of $3,000,000. The notes payable issued to the seller are subject to adjustment based on the achievement of certain future gross revenues and successful completion of certain pre-acquisition withholding tax issues of Concepts and Solutions.

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Solutions and Concepts are Utah-based audio design and manufacturing companies creating innovative products that provide fundamental tools for building notification systems primarily to K-12 education market customers located primarily in the north and north-west United States. Solutions and Concepts’ products and services allow institutions access to intercom, scheduling, and notification systems with improved ease of use.  The products provide an open architecture solution to customers which allows the products to be used in both existing and new environments.  Intercom, public announcement (PA), bell and control solutions are easily added and integrated within the open architecture design and software model.  These products combine elements over a common internet protocol (IP) network, which minimizes infrastructure requirements and reduces costs by combining systems.

Private Placement

Pursuant to the terms of a Securities Purchase Agreement, initially dated as of October 28, 2019 and amended and restated as of November 25, 2019 (the “Securities Purchase Agreement”),we issued and sold the Convertible Debenture to the Selling Stockholder in the aggregate principal amount of $1,000,000 that is convertible into shares of our common stock, which bears interest at the rate of 8.0% per annum that matures on November 25, 2020, which may be extended at the option of the Selling Stockholder in the event that, and for so long as, an Event of Default (as defined in the Convertible Debenture) will have occurred and be continuing on the maturity date. The Convertible Debenture was issued with a 7.0% original issue discount, resulting in net proceeds to us of $930,000. As part of the issuance of the Convertible Debenture, we issued to the Selling Stockholder 500,000 shares of common stock. See the section of this prospectus entitled “The Private Placement” for a more detailed description of this transaction.

Business Environment and does not contain allTrends

The educational technology market is currently experiencing substantial growth due to government mandates for improving the education results in the United States. Education, governments, corporations and individuals are recognizing the growing need to utilize technology for more effective delivery of information to educate end users. Today, most classrooms are equipped with some type of smart board technology but given the ever-changing nature of technology, previous investments are becoming obsolete. The industry has several hundred technology resellers, selling a variety of products, already selling into these entities directly. Our goal is to target the resellers to gain market share growth in the education technology market.

Opportunities and Plan of Operations

We believe that our products, both hardware and software, and the products we intend to develop as part of our extensive product road map, positions us to be one of the informationleading providers of interactive educational products. We believe that you should considerthe increase in making your investment decision. Before investingconsumer spending along with the ever-evolving increase in standards for curriculum are two driving focuses for the increase in the demand for interactive educational technology. Some additional factors that we believe will impact our opportunity include:

Significant resources are being devoted to primary and secondary education, both in the United States and abroad. As set forth in the Executive Office of the President, Council of Economic Advisers report, United States education expenditure (primary, secondary and post-secondary) has been estimated at approximately $1.3 trillion, with primary and secondary education accounting for close to half ($625 billion) of this spending. Global spending is approximated at roughly triple United States spending for primary and secondary education.

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The demand for interactive flat panels is on the rise. With traditional interactive whiteboards having been in the market for more than fifteen years, many of these technologies are coming to a refresh period and are being replaced with the newer, more advanced interactive flat panels.

We intend to build upon our proven ability to produce and sell interactive classroom products. We have begun to implement the growth strategies described below and expect to continue to do so over the course of the next couple of upcoming years. In order to implement each goal pertaining to growth, we may need additional capital to implement each strategy, particularly in relation to the target acquisition(s) of complementary businesses or technologies.

We intend to grow our business by using the following methodology:

Capitalizing on market trends in the educational industry: We believe our long history of selling into the K-12 education market provides us with the expertise to continue to stay on the cutting edge of new product development and needs of the classroom teacher. We also believe our expertise in customer service and training positions us well for expected growth. We intend to build our core business by leveraging the strengths of our leadership and building out a solid team with experience and expertise in our Common Stock, you should carefully read this entire prospectus, includingmarket.

Expanding our audited consolidated financial statementsreseller channel sales: The educational technology industry is driven a lot by relationships. We intend to continue to grow and expand our resellers in strategic geographical regions so that we are able to leverage the related notesrelationships in the local school systems within those regions.

Growth through acquisitions: We believe that the interactive and collaborative classroom has many components and moving parts. We intend to stay on the information set forthcutting edge of new products by building out our product offerings and line card through strategic acquisitions. The acquisition(s) provides us with significant opportunities to grow our business by adding complementary products to provide a whole classroom G2 experience to our customers. We intend to pursue acquisitions that provide services within our current core product offerings, extend our geographic reach and expand our product offerings.

Further developing intellectual property: We intend to build upon our success in developing original software that we own and license to other brands, and distributors globally. When we develop an original software or application, we retain the copyright and patent of that content. We will create additional revenue streams from development fees, brand license fees, distribution license fees and ancillary sources.

Expanding our geographic presence: We believe that by expanding our physical presence into select domestic and international regions, we will be better able to attract and retain clients. With a physical presence in strategic locations around the US, we believe we can provide better customer service and offer local services and training resulting in an increase in revenue for those areas.

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Corporate Information

We were formed on June 7, 2000 under the headings “Risk Factors” and “Management's Discussion and Analysislaws of Financial Condition and Resultsthe State of Operations,” in each case included elsewhere in this prospectus. References in this prospectus to “we,” “us,” “our,”Nevada under the “Company” and “FullCircle” refername Excel Publishing, Inc. On April 10, 2002, we merged with FullCircle Registry, Inc., with FullCircle Registry, Inc. surviving the merger.  In connection with the merger we changed our name from Excel Publishing, Inc to FullCircle Registry, Inc.  unless the context requires otherwise.

About Us

We were formed in 2000 as 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. In 2006 we were licensed by the Commonwealth of Kentucky as an insurance agency. However, due to adverse conditionsGalaxy CO was organized in the insurance industry,state of Georgia in February 2017 while R & G Sales, Inc. (“R&G”) was organized in the state of Georgia in August 2004. Galaxy CO merged with R&G on March 16, 2018, with R&G becoming the surviving company. R&G subsequently changed its name to Galaxy Next Generation, Inc., which is incorporated in the State of Nevada.

On June 22, 2018, we suspended that businessconsummated a reverse triangular merger whereby we merged with and into FLCR’s newly formed subsidiary, which was formed specifically for the transaction (Galaxy MS). The merger resulted in 2009 ..

In 2010 we formedGalaxy MS becoming a wholly-owned subsidiary FullCircle Entertainment, Inc., which purchased Georgetown 14 Cinemas, a movie theater complex property at 3898 Lafayette Road, Indianapolis, Indiana 46224. We currently own and operate the Georgetown 14 Cinemas

In 2013 we established a new subsidiary, FullCircle Medical Supplies, Inc. (“FullCircle Medical”), for the purpose of entering into the durable medical equipment (“DME”) supply business sector. We plan to have Full Circle Medical acquire several medical supply businesses in the Sun Belt states, although none have been acquired as of the date of this Prospectus.

We received a “going concern” opinion on our financial statements for the fiscal years ended December 31, 2012 and 2013, which means that our financial statements were prepared assuming that we would continue as a going concern. Our auditors have stated that due to our lack of profitability and our negative working capital, there is "substantial doubt" about our ability to continue as a going concern. For the fiscal years ended December 31, 2013 and 2012, respectively, we have reported net losses of $448,102 and $369,784, respectively. During the six months ended June 30, 2014, our most significant expenses have been interest ($155,062), depreciation ($126,504) and payroll ($116,689). As of September 30, 2014 we had cash and cash equivalents of approximately $19,814.13.

Corporate Information

FLCR.

Our principal executive offices are located at 161 Alpine Drive, Shelbyville, Kentucky, 40065286 Big A Road Toccoa, Georgia 30577, and our telephone number is (502) 410-4500. Our current website addresses are www.fullcircleregistry.com and www.georgetowncinemas.com.(706) 391-5030. Our website address iswww.galaxynext.us. Information contained in our website does not form part of the prospectus and is intended for informational purposes only.

This prospectus contains references to our trademarks and to trademarks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus, including logos, artwork and other visual displays, may appear without the ® or^TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

Summary Risks

Our business and our ability to execute our business strategy are subject to a number of risks of which you should be aware of before you decide to buy our common stock; In particular, you should carefully consider following risks, which are discussed more fully in “Risk Factors” beginning on page 13 of this prospectus:

·we have incurred losses for the year ended June 30, 2019 and three month period ended June 30, 2018;

·we require substantial funds to expand our business;

·we may pursue acquisitions, joint ventures or other growth opportunities, which could present unforeseen integration obstacles or costs and could dilute our stockholders;  

·we may have difficulty in entering into and maintaining strategic alliances with third parties;

·we generate substantially all of our revenue from the sale of our interactive learning technology hardware and software products, and related installation, training, and maintenance services, and any significant reduction in sales of these products or services would materially harm our business;

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·our business is subject to seasonal fluctuations, which may cause our operating results to fluctuate from quarter-to-quarter and adversely affect our working capital and liquidity throughout the year;

·our working capital requirements and cash flows are subject to fluctuation, which could have an adverse effect on our financial condition;

·we operate in a highly competitive industry;

·if we are unable to continually enhance our products and to develop, introduce and sell new technologies and products at competitive prices and in a timely manner, our business will be harmed;

·we receive a significant portion of our revenues from a small number of customers and the information contained thereinloss of any one of these customers or connected thereto shallfailure to collect a receivable from them could adversely affect our operations and financial position;

·we rely on highly skilled personnel, and, if we are unable to attract, retain or motivate qualified personnel, we may not be deemedable to operate our business effectively;

·we use resellers and distributors to promote and sell our products;

·we are controlled by our management;

·our businesses are geographically concentrated and could be incorporated into this Prospectussignificantly affected by any adverse change in the regions in which we operate;

·our suppliers may not be able to always supply components or products to us on a timely basis and on favorable terms, and as a result, our dependency on third party suppliers has adversely affected our revenue and may continue to do so;

·our facilities and information systems and those of our key suppliers could be damaged as a result of disasters or unpredictable events, which could have an adverse effect on our business operations;

·increases in component costs, long lead times, supply shortages, and supply changes could disrupt our supply chain and have an adverse effect on our business, financial condition, and operating results;

·adverse changes in economic and political policies of the registration statementChinese government could have a material adverse effect on the overall economic growth of China, which could adversely affect our business;

·we face significant challenges growing our sales in foreign markets;

·decreases in, or stagnation of, spending or changes in the spending policies or budget priorities for government funding of schools, colleges, universities, other education providers or government agencies may have a material adverse effect on our revenue;

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·if our products fail to comply with consumer product or environmental laws, it formscould materially affect our financial performance;

·defects in our products can be difficult to detect before shipment; If defects occur, they could have a part.material adverse effect on our business;

The Offering·we may not be able to obtain patents or other intellectual property rights necessary to protect our proprietary technology and business;

We·our business may suffer if it is alleged or determined that our technology or another aspect of our business infringes the intellectual property of others;

·if we are registering upunable to 21,000,000 sharesanticipate consumer preferences and successfully develop attractive products, we might not be able to maintain or increase our revenue or achieve profitability

·we may be unable to keep pace with changes in technology as our business and market strategy evolves;

·future sales of our common stock for resale by Kodiak Capital Group, LLC, pursuant to a Stock Purchase Agreement. The agreement allows us to require Kodiak to purchase up to $1,500,000 ofcould adversely affect our common stock.

These shares may be sold by Kodiak from time to time in the over-the-counter market or other national securities exchange or automated interdealer quotation system on which our common stock is then listed or quoted, through negotiated transactions or otherwise at market prices prevailing at the time of sale or at negotiated prices.

We can, from time to time, require Kodiak to purchase shares of our Common Stock for an amount to be determinedshare price, and any additional capital raised by us up to an aggregate of $1,500,000, by delivering to Kodiak a notice specifyingthrough the amount. Kodiak will purchase the shares of our common stock for seventy-five percent (75%) of the  lowest daily volume weighted average price of our Common Stock during the five trading days preceding our notice.

Kodiak received a one-time issuance of 1,500,000 shares of our common stock, restricted in accordance with Rule 144, as a commitment for the investment. Kodiak has informed us that they do not have any agreement or understanding, directly or indirectly, with any person to distribute their common stock.

We will not be permitted to submit a Put Notice to Kodiak, or draw down any funds from the financing arrangement, if the shares issued to Kodiak would cause them to beneficially own more than 9.99% of our outstanding common stock on the date of the issuance of the shares. The 21,000,000 shares being registered represent a good faith estimate of the number of shares of common stock that will be issuable pursuant to the agreement.

On any Closing Date, we shall deliver to Kodiak the number of shares of the Common Stock registered in the name of Kodiak as specified in the Put Notice. In addition, we must deliver the other required documents, instruments and writings required. Kodiak is not required to purchase the shares unless:

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Our Registration Statement with respect to the resale of the shares of Common Stock delivered in connection with the applicable put shall have been declared effective;

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We shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the Registrable Securities;equity or convertible debt securities may dilute your ownership in us and

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We shall have filed with the SEC in a timely manner all reports, notices and other documents required.

Kodiak has agreed that neither it nor its affiliates will engage in any short selling of the common stock.

All of the common stock registered by this Prospectus will be sold by Kodiak at the prevailing market prices at the time they are sold. We currently have 136,316,196 shares of common stock outstanding, and if all of the shares included in the registration statement of which this Prospectus is a part are issued, we will have 157,316,196 shares of common stock outstanding.

Although it is subject to may adversely affect the market price of our Common Stock from timecommon stock;

·the market price of our common stock may be volatile, which could cause the value of your investment to time, fluctuate and possibly decline significantly;

·certain provisions of Nevada law may have anti-takeover effects;

·we believe have no intention of declaring dividends in the foreseeable future;

·we willmay be ableexposed to sell allrisks relating to evaluations of the shares coveredcontrols required by this Registration StatementSarbanes-Oxley Act of 2002; and realize the maximum net proceeds described

·if our internal controls and accounting processes are insufficient, we may not detect in this Prospectus.   If we are able to receive the maximum proceeds, we believe we willa timely manner misstatements that could occur in our financial statements in amounts that could be able to utilize the full amount of such proceeds for the purposes described in “Use of Proceeds,” below.material.

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THE OFFERING

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RISK FACTORS

AnyAn investment in our common stock involves a high degree of risk. You should consider carefully the following information, together with therisks and other information containedincluded in this prospectus before you decide whether to buy our common stock. If one or more of theThe following events actually occurs,risks may adversely affect our business, will suffer,financial condition, and asoperating results. As a result, our financial condition or results of operations will be adversely affected. In this case, the markettrading price if any, of our common stock could decline and you could lose allpart or partall of your investment ininvestment. Additional risks, uncertainties and other factors not presently known to us or that we currently deem immaterial may also impair our common stock.business operations.

Risk FactorsRisks Related to the OfferingOur Business, Operations and Financial Condition

Existing stockholders may experience significant dilution from the sale of our common stock pursuant to the Kodiak Capital Group Stock Purchase Agreement.

The sale of our common stock to Kodiak Capital Group, LLC in accordance with the Stock Purchase Agreement may have a dilutive impact on our shareholders. As a result, our net income per share could decrease in future periods and the market price of our common stock could decline. In addition, the lower our stock price is at the time we exercise our put options, the more shares of our common stock we will have to issue to Kodiak in order to exercise a put under the Stock Purchase Agreement. If our stock price decreases, then our existing shareholders would experience greater dilution for any given dollar amount raised through the offering.

The perceived risk of dilution may cause our stockholders to sell their shares, which may cause a decline in the price of our common stock. Moreover, the perceived risk of dilution and the resulting downward pressure on our stock price could encourage investors to engage in short sales of our common stock. By increasing the number of shares offered for sale, material amounts of short selling could further contribute to progressive price declines in our common stock.

The issuance of shares pursuant to the Kodiak Stock Purchase Agreement may have a significant dilutive effect.

Depending on the number of shares we issue pursuant to the Kodiak Stock Purchase Agreement, it could have a significant dilutive effect upon our existing shareholders. Although the number of shares that we may issue pursuant to the Stock Purchase Agreement will vary based on our stock price (the higher our stock price, the less shares we have to issue) the information set out below indicates the potential dilutive effect to our shareholders, based on different potential future stock prices, if the full amount of the Stock Purchase Agreement is realized.

Dilution is based upon common stock put to Kodiak and the stock price discounted to Kodiak’s purchase price of 75% of the lowest volume weighted average purchase price of the common stock during the five consecutive trading days immediately following the date of our notice to Kodiak of our election to put shares pursuant to the Stock Purchase Agreement. The example below illustrates dilution based upon a put of the maximum amount ($1,500,000), at various market prices (without regard to Kodiak’s 9.99% ownership limit):

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Portions of this table are for illustrative purposes only. The maximum number of shares that can be issued to Kodiak and sold pursuant to this Registration Statement is 21,000,000.

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Based on 137,912,706 shares outstanding before the Put as of November 10, 2014.

Kodiak Capital Group, LLC will pay less than the then-prevailing market price of our common stock which could cause the price of our common stock to decline.

Our common stock to be issued to Kodiak under the Stock Purchase Agreement will be purchased at a twenty five percent (25%) discount or 75% of the lowest volume weighted average trading price of the common stock during the five consecutive trading days immediately following the date of our notice to Kodiak of our election to put shares pursuant to the Stock Purchase Agreement.

Kodiak has a financial incentive to sell our shares immediately upon receiving the shares to realize the profit between the discounted price and the market price. If Kodiak sells our shares, the price of our common stock may decrease. If our stock price decreases, Kodiak may have a further incentive to sell such shares. Accordingly, the discounted sales price in the Stock Purchase Agreements may cause the price of our common stock to decline.

Kodiak Capital Group, LLC has entered into similar agreements with other public companies and may not have sufficient capital to meet our put notices.

Kodiak has entered into similar investment agreements with other public companies, and some of those companies have filed registration statements with the intent of registering shares to be sold to Kodiak pursuant to similar stock purchase agreements. We do not know if management at any of the companies who have or will have effective registration statements intend to raise funds now or in the future, what the size or frequency of each put request would be, if floors will be used to restrict the amount of shares sold, or if the stock purchase agreement will ultimately be cancelled or expire before the entire amount of shares are put to Kodiak. Since we do not have any control over the requests of these other companies, if Kodiak receives significant requests, it may not have the financial ability to meet our requests. If so, the amount of available funds may be significantly less than we anticipate.

We are registering an aggregate of 21,000,000 shares of common stock to be issued under the Kodiak Stock Purchase Agreement. The sale of such shares could depress the market price of our common stock.

We are registering an aggregate of 21,000,000 shares of common stock under the registration statement of which this Prospectus forms a part for issuance pursuant to the Kodiak Stock Purchase Agreement. The sale of these shares into the public market by Kodiak could depress the market price of our common stock.

Because we are subject to “penny stock” rules, the level of trading activity in our common stock may be limited.

Broker-dealer practices in connection with transactions in “penny stocks” are regulated by penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on some national securities exchanges). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotationshave incurred losses for the penny stock, the compensation of the broker-dealeryear ended June 30, 2019 and its salesperson in the transaction,three month period ended June 30, 2018 and if the broker-dealer is the sole market maker, the broker-dealer must disclose this factyear ended March 31, 2018 and the broker-dealer’s presumed control over the market, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, broker-dealers who sell these securities to persons other than established customers and “accredited investors” must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. Consequently, these requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security subject to the penny stock rules. If a trading market continues to develop for our common stock, these regulations will likely be applicable, and investors in our common stock may find it difficult to sell their shares.

The proceeds of the Stock Purchase Agreement with Kodiak may be inadequate to provide proper funding for the Company to survive.

Because there is no minimum amount of proceeds required, the proceeds from sales to Kodiak under the Stock Purchase Agreement may be utilized for salaries, offering expenses, and other general corporate expenditures and there may be insufficient funds available, if at all, to implement any of the proposed revisions, business plans, expansions or acquisitions.

The sale of our common stock pursuant to this Prospectus, and future additional issuances of our shares of common and/or preferred stock, may result in immediate dilution to existing shareholders.

We are issuing a maximum of up to 21,000,000 shares of our common stock pursuant to this Prospectus. Our Board of Directors has the authority to cause us to issue additional shares of common stock, and to determine the rights, preferences and privilege of such shares, without consent of any of our stockholders. The sale of our common stock pursuant to this Prospectus, and any future additional issuances will result in immediate dilution to our existing shareholders’ interests, which may have a dilutive impact on our existing shareholders, and could negatively affect the value of your shares.

Risk Factors Related to the Business of the Company

We have a limited history and face many of the risks inherent to a new business. As a result of our limited operating history, it is difficult to accurately forecast our potential revenue. Our revenue and income potential is unproven and our business models are still emerging. Therefore, there can be no assurance that we will providegenerate net income

For the year ended June 30, 2019 and three month period ended June 30, 2018, we had a return on investment innet loss of $6,663,117 and $1,370,123, respectively.  In addition, for the future. An investor in our common stock must consider the challenges, risks and uncertainties frequently encountered in the establishmentsix months ended December 31, 2019, we incurred an additional net loss of new technologies, products and processes in emerging markets and evolving industries. These challenges include our ability to:

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Execute our business model;

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Manage growth in our operations;

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Create a customer base in a cost-effective manner;

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Acquire businesses in the DME market; and

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Attract and retain key personnel.

$ 4,839,554. There can be no assurance that our business modellosses will be successful or that it will successfully address these and other challenges, risks and uncertainties.

We will need additional fundingnot continue in the future, even if our revenues and ifexpenditures for the products and solutions we are unable to raisesell and distribute increase. In addition, as of December 31, 2019, the Company had an accumulated deficit of $14,310,239 and negative working capital when needed, we may be forced to delay, reduce or eliminate our acquisition efforts.

We may need toof approximately $5,800,000. These factors raise substantial additional capital in the future in order to execute our business plan. We may need to finance future cash needs through public or private equity offerings, debt financings or strategic collaboration arrangements. To the extent that we raise additional funds by issuing equity securities, our stockholders may experience additional dilution, and debt financing, if available, may involve restrictive covenants and may result in high interest expense.

We have no operational history in the medical supply business, which may have a material adverse effect on our business, financial condition or results of operations.

We have not yet acquired or operated any medical supply business and our officers have no experience in operating such businesses.

Our independent auditors have expressed doubt aboutregarding our ability to continue as a going concern, and the amounts recorded in ourconcern.

Ourconsolidated financial statements may require adjustments if the assumption that the entity is a going concern proves untrue, which may hinder our ability to obtain future financing

The Company received a “going concern” opinion on its financial statements for the fiscal years ended December 31, 2012 and 2013, which means that our financial statements werehave been prepared assuming that we wouldwill continue as a going concern.

Our auditors have stated that due to our lack of profitabilityrecurring losses from operations and our negative workingnet capital there is "substantial doubt"deficiency raises substantial doubt about our ability to continue as a going concern. The going concern opinionconsolidated financial statements for the year ended June 30, 2019 and three month period ended June 30, 2018 and year ended March 31, 2018 do not include any adjustments that might result from the outcome of this uncertainty, and contemplate the realization of assets and the settlement of liabilities and commitments in the normal course of business. The report of our auditors represents a strong warning regarding our financial conditionindependent registered public accounting firm for the year ended June 30, 2019 and ability to stay in business. In addition, the going concern opinion may limitthree month period ended June 30, 2018 and year ended March 31, 2018 included an explanatory paragraph expressing substantial doubt about our ability to obtain the financing required.continue as a going concern. If we continuecannot generate the required revenues and gross margin to experience losses and negative cash flows, it could cause usachieve profitability or obtain additional capital on acceptable terms, we will need to curtailsubstantially revise our business plan or cease operations.

operations and an investor could suffer the loss of a significant portion or all of his investment in our company.

Although weWe have beena limited operating history for which you can evaluate our movie theater business since 2011, we have yet to operate at a profit in this businessbusiness.

The market for movie theater attendance is highly competitive. There are three other movie theaters within ten milesPrior to June 2018, our sole business and source of revenue was from the operation of the Georgetown 14 Cinemas, a fourteen-theater movie complex located on approximately seven acres in Indianapolis. Our revenuesIndianapolis, Indiana. In June 2018, we commenced operations in the educational products industry. We have subsequently sold the Georgetown 14 Cinemas and now our operations are derived from selling movie tickets atsolely concentrated within the educational products industry. Therefore, we have a limited history of operations in our theater.current line of business upon which investors can evaluate our business.

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We require substantial funds to expand our business.

We will require substantial funds to purchase additional inventories and pay our accounts payable to our vendors, as well as to build our marketing and sales staff. If our customers no longer wishwe do not succeed in raising additional funds on acceptable terms, we may be unable to attend our theater,expand our business financial condition or resultsand could default in payment of operations may be materially affected. Our success is highly dependent on the quality and popularitycertain of movies made available to us by distributors. If we are unable to exhibit top performing movies, our revenues and profitability could be severely impacted.

There is extensive competition in the medical supply marketplace for the sale of health related products and services.

There are over fifty businesses in Louisiana that that offer similar products and services.obligations. There can be no assurance that such financing will be available and that the equity interests of all of our stockholders would not be substantially diluted.

We have disclosed a material weakness in our internal control over financial reporting relating to our accounting procedures which could adversely affect our ability to report our financial condition, results of operations or cash flows accurately and on a timely basis.

In connection with our assessment of internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002, we consistentlyidentified a material weakness in our internal control over financial reporting relating to our disclosure controls and procedure. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. As a result of the deficiencies we have discovered, it is reasonably possible that internal controls over financial reporting may not have prevented or detected errors from occurring that could have been material, either individually or in the aggregate.

The Debenture we issued to the Selling Stockholder is secured by a security interest in all of our assets and our failure to comply with the terms and covenants of the Debenture could result in our loss of all of our assets.

The Debenture is secured by all of our assets. The Debenture contains both affirmative and negative covenants. Our obligations under the Debenture may be accelerated upon the occurrence of an event of default in accordance with the terms of the Debenture, which includes customary events of default, including payment defaults, the inaccuracy of representations or warranties, cross-defaults related to material indebtedness, bankruptcy and insolvency related defaults, defaults relating to certain other matters. If we fail to comply with these covenants or if we fail to make certain payments under the secured loans when due, the Selling Stockholder could declare the Debenture in default. If we default on the Debenture, the Selling Stockholder has the right to seize our assets that secure the Debenture, which may force us to suspend all operations.

Our failure to fulfill all of our registration requirements in connection with the Debenture may cause us to suffer liquidated damages, which may be very costly.

Pursuant to the terms of the registration rights agreement that we entered into in connection with the Debenture, we are required to file a registration statement with respect to securities underlying the Debenture within a certain time period, have the registration statement declared effective within a certain time period and maintain the effectiveness of such registration statement. The failure to do so could result in the payment of liquidated damages by us, which could be significant. There can be no assurance as to when this registration statement will be declared effective or that we will be able to undertake projects that will prove profitable to us in view ofmaintain the intense competition to be encountered by us in all significant phases of our activities. There are thousands of medical supply outlets nationwide. We expect that our growth in the medical supply businesses, when we acquire them, will come principally from Internet marketing, social media and search engines

Initially, we do not plan to enter the Medicare / Medicaid competitive bidding markets, because those insurance payments are not as lucrative as in the other non-competitive bidding markets in the rest of the state.  In Louisiana the only competitive bidding markets are Baton Rouge and New Orleans.  Our plans to acquire up to twelve locations do not include Baton Rouge and New Orleans.  Once the Louisiana infrastructure is operating, we will then decide if we wish to enter the competitive bidding markets.

The medical supply business has come into difficult times due to the reduced approved payments for all insurance products.  Many of the medical supply businesses are seeing their costs increase, which is impacting their profitability.

The Company currently has approximately a $9.3 million accumulated operating loss. As of June 30, 2014, current liabilities exceed current assets of the Company by $306,851. There is no assurance that this offering will result in sufficient capitalization of the Company.

Much of the loss on the books of the Company over the past three years has resulted from the Company’s investing in security, improvements and maintenance in our theater.  In addition, depreciation and amortization expenses amounted to $290,212 in our fiscal year ending December 31, 2013.

Our planned business venture in the medical supply sector is dependent upon the clients continuing to need medical supplies and services. If our clients significantly reduce their purchase of medical supply products, our business, financial condition or results of operations may be materially adversely affected.

Revenues in the medical supply businesses come from the sale of medical related products. To the extent that we acquire DME businesses and the customers of those businesses change their purchases to competitor’s stores, it could have an adverse effect on our business.

We will need to continue to introduce new products, new services, and product enhancements to address the customers’ changing needs in the DME business. We must be aware of and respond to market changes and developments, and continue to be current with the latest medical technology products. Failure to do so may result in a loss of market share.

The market for the medical supply products is characterized by shifting client demands and evolving market practices. Changed client demands, new market practices or new technologies can render existing products obsolete and unmarketable. As a result, our future success will continue to depend upon our ability to market new products and product enhancements that address the future needs of our target markets and respond to market changes. We may not be successful in introducing and marketing new products or product enhancements on a timely and cost effective basis, or at all, and our new products and product enhancements may not adequately meet the requirements of the marketplace or achieve market acceptance. In addition, clients may delay purchases in anticipation of new products or product enhancements.

Increased competition may result in loss of market share, which may materially adversely affect our business, financial condition or results of operations.

In the medical supply business we will face significant competition for attracting and retaining our clients. Our competitors range in size from large companies with substantial resources to small, single-product businesses that are highly specialized. Our larger competitors may have access to more resources and may be able to achieve greater economies of scale, and our competitors that are focused on a narrower product line may be more effective in devoting technical, marketing and financial resources to compete with us. In addition, barriers to creating a single-purpose product may be low in many cases. The Internet as a distribution channel has allowed free or relatively inexpensive access to information sources, which has reduced barriers to entry even further. Low barriers to entry could lead to the emergence of new competitors. These competitive pressures may also result in fewer clients, fewer premiums, price reductions, and increased operating costs, such as for marketing, resulting in lower revenue, gross margins and operating income.

Our growth may place significant strain on our management and other resources.

We must plan and manage our growth effectively to increase revenue and maintain profitability. Our growth has placed, and is expected to continue to place, significant demands on our personnel, management and other resources. We must continue to improve our operational, financial, management, legal and compliance processes and information systems to keep pace with the growth of our business. There can also be no assurance that, if we continue to grow internally or by way of mergers, Management will be effective in attracting and retaining additional qualified personnel, expanding our physical facilities and information technology infrastructure, integrating acquired businesses or otherwise managing growth. Any failure to effectively manage growth or to effectively manage the business could have a material adverse effect on our business, financial condition or results of operations.

There is considerable risk embedded in growth through mergers and acquisitions, which may materially adversely affect our business, financial condition or results of operations.

A principal element of our growth strategy is growth through mergers with independent medical supply businesses. Any future mergers could present a number of risks, including:

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incorrect assumptions regarding the future results of acquired operations or assets or expected cost reductions or other synergies expected to be realized as a result of acquiring operations or assets;

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failure to integrate the operations or managementeffectiveness of any acquired operations or assets successfullyregistration statement, and on a timely and cost effective basis;

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failure to achieve assumed synergies;

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insufficient knowledge of the operations and markets of acquired businesses;

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increased debt;

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turnover of key personnel;

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diversion of management’s attention from existing operations or other priorities; and

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inability to secure, on terms we find acceptable, sufficient financing that may be required for any such merger, acquisition or investment.

In addition, if we are unsuccessful in completing mergers of other businesses, operations or assets or if such opportunities for expansion do not arise, our future growth, business, financial condition or results of operations could be materially adversely affected.

We are dependent on key personnel in our professional staff for their expertise. If we fail to attract and retain the necessary qualified personnel, our business, financial condition or results of operations could be materially adversely affected.

The development, maintenance and support of our business is dependent upon the knowledge, experience and ability of our officers and employees. Accordingly, the success of our business depends to a significant extent upon the continued service of our executive officers and other key management and other personnel. Although we do not believe that we are dependent upon any individual employee, the loss of a group of our key professional employees could have a material adverse effect on our business, financial condition or results of operations. We believe our future success will also depend in large part upon our ability to attract and retain highly skilled managerial, sales and marketing and other personnel. Competition for such personnel nationwide is intense, andtherefore there can be no assurance that we will not incur damages with respect to such agreements.

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We have pursued and may continue to pursue acquisitions, joint ventures or other growth opportunities, which could present unforeseen integration obstacles or costs and could dilute our stockholders. We may also face competition in our acquisition strategy, and such competition may limit our number of proposed acquisitions, joint ventures and other growth opportunities.

We recently acquired all of the equity of Interlock Concepts, Inc. and Ehlert Solutions Group, Inc. and have explored a wide range of proposed acquisitions, joint ventures and other growth ventures with other educational technology companies that have interests in related businesses or other strategic opportunities. The process of integrating any acquired business, including Interlock Concepts, Inc. and Ehlert Solutions Group, Inc., may create unforeseen operating difficulties and expenditures and is itself risky. Any future acquisitions, joint ventures or other growth opportunities will be successfulsubject to a number of challenges, including:

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Failure to manage expansion effectively may affect our success in attractingexecuting our business plan and may adversely affect our business, financial condition and results of operation. We may not realize the anticipated benefits of any or retaining such personnel. all of our acquisitions, or may not realize them in the time frame expected. Future acquisitions or mergers may require us to issue additional equity securities, spend our cash, or incur debt, and amortization expenses related to intangible assets or write-offs of goodwill, any of which could adversely affect our results of operations.

We may have difficulty in entering into and maintaining strategic alliances with third parties.

We have entered into and we may continue to enter into strategic alliances with third parties to gain access to new and innovative technologies and markets. These parties are often large, established companies. Negotiating and performing under these arrangements involves significant time and expense, and we may not have sufficient resources to devote to our strategic alliances, particularly those with companies that have significantly greater financial and other resources than we do. The anticipated benefits of these arrangements may never materialize, and performing under these arrangements may adversely affect our results of operations.

We generate substantially all of our revenue from the sale of our interactive learning technology products and related services and any significant reduction in sales of these products or services would materially harm our business.

For the year ended June 30, 2019 and for the six months ended December 31, 2019, we generated approximately 69% and 100% of our revenue, respectively, from sales of our interactive learning technology hardware and software products, and related installation, training, and maintenance services. Any material decrease in the demand for our products and services would significantly reduce our revenue. If any of our competitors introduces attractive alternatives to our products or services, we could experience a significant decrease in sales as customers migrate to those alternative products and services.

Our business is subject to seasonal fluctuations, which may cause our operating results to fluctuate from quarter-to-quarter and adversely affect our working capital and liquidity throughout the year.

We expect quarterly fluctuations in our revenues and operating results to continue. These fluctuations could result in volatility and adversely affect our cash flow, working capital and liquidity. As our business grows, we expect these seasonal fluctuations may become more pronounced. Traditionally, the bulk of expenditures by school districts occur in the second and third calendar quarters after receipt of budget allocations. Because our revenues and operating results are driven largely by the purchasing cycles of the educational market and normally fluctuate as a result of seasonal variations in our business sequential quarterly comparisons of our financial results may not provide an accurate assessment of our financial position.

Our working capital requirements and cash flows are subject to fluctuation, which could have an adverse effect on our financial condition.

If we failare unable to attractmanage fluctuations in cash flow, our business, operating results and retainfinancial condition may be materially adversely affected.  Our working capital requirements and cash flows have historically been, and are expected to continue to be, subject to seasonal fluctuations, depending on a number of factors. Factors which could result in fluctuations in our working capital and cash flows include:

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We operate in a highly competitive industry.

The interactive learning technology industry in which we operate is highly competitive and characterized by frequent product introductions and rapid technological advances that have substantially increased the necessary qualified personnelcapabilities and use of interactive projectors, interactive whiteboards, and microcomputer-based logging technologies and combinations of them. We face substantial competition from developers, manufacturers and distributors of interactive learning products and solutions, including interactive projectors, interactive whiteboards and microcomputer data logging products.

Many of these competitors have, and our potential competitors may have, significantly greater financial and other resources than we do and have spent, and may continue to spend, significant amounts of resources to try to enter or expand their presence in the market. These companies may manufacture and/or distribute new, disruptive or substitute products that compete for the pool of available funds that previously could have been spent on interactive displays and associated products. In addition, low cost competitors have appeared in China and other countries. We may suffer,not be able to compete effectively against these current and future competitors. Increased competition or other competitive pressures have and may continue to result in price reductions, reduced margins or loss of market share, any of which could have a material adverse effect on our business, financial condition or results of operations.

SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTSSome of our customers are required to purchase equipment by soliciting proposals from a number of sources and, in some cases, are required to purchase from the lowest bidder. While we attempt to price our products competitively based upon the relative features they offer, our competitors’ prices and other factors, we are often not the lowest bidder and in such cases may lose sales. For example, we have observed sales of tablet computers by competitors to school districts in the U.S. whose technology budgets could otherwise have been used to purchase interactive displays.

Competitors may be able to respond to new or emerging technologies and changes in customer requirements more effectively and faster than we can or devote greater resources to the development, promotion and sale of products than we can. Current and potential competitors may establish cooperative relationships among themselves or with third parties, including through mergers or acquisitions, to increase the ability of their products to address the needs of customers. If these interactive display competitors or other substitute or alternative technology competitors acquire significantly increased market share, it could have a material adverse effect on our business, financial condition or results of operations.

If we are unable to continually enhance our products and to develop, introduce and sell new technologies and products at competitive prices and in a timely manner, our business will be harmed.

Our future success will depend upon our ability to enhance our products and to develop, introduce and sell new technologies and products offering enhanced performance and functionality at competitive prices and in a timely manner and market acceptance of any new products. If we are unable, for any reason, to enhance, develop, introduce and sell new products in a timely manner, or at all, in response to changing market conditions or customer requirements or otherwise, our business will be harmed.

The development of new technologies and products involves time, substantial costs and risks. Our ability to successfully develop new technologies will depend in large measure on our ability to maintain a technically skilled research and development staff and to adapt to technological changes and advances in the industry. The success of new product introductions depends on a number of factors, including timely and successful product development, market acceptance, the effective management of purchase commitments and inventory levels in line with anticipated product demand, the availability of components in appropriate quantities and costs to meet anticipated demand, the risk that new products may have quality or other defects and our ability to manage distribution and production issues related to new product introductions. If we are unsuccessful in selling the new products that we develop and introduce, or any future products that we may develop, we may carry obsolete inventory and have reduced available working capital for the development of other new technologies and products.

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We receive a significant portion of our revenues from a small number of customers and the loss of any one of these customers or failure to collect a receivable from them could adversely affect our operations and financial position.

We have made forward-looking statementsfour customers that accounted for approximately 64% of accounts receivable at December 31, 2019 and four customers that accounted for approximately 79% of accounts receivable at June 30, 2019.  We have two customers that accounted for approximately 81% of total revenue for the three months ended December 31, 2019 and two customers that accounted for 78% of revenues for the three months ended December 31, 2018.

Receivables from our customers are not secured by any type of collateral and are subject to the risk of being uncollectible. Significant deterioration in this Prospectus, including the sections entitled “Management’s Discussionliquidity or financial position of any of our major customers or any group of our customers could have a material adverse impact on the collectability of our accounts receivable and Analysisour future operating results. Since we receive a significant portion of Financial Conditionour revenues from a small number of customers, the loss of any one of these customers or failure to collect a receivable from them could adversely affect our operations and Resultsfinancial position.

We rely on highly skilled personnel, and, if we are unable to attract, retain or motivate qualified personnel, we may not be able to operate our business effectively.

If any of Operations”our employees leaves us, and “Business,” that are basedwe fail to effectively manage a transition to new personnel, or if we fail to attract and retain qualified and experienced professionals on acceptable terms, our management’s beliefsbusiness, financial condition and assumptions and on information currently available to our management. Forward-looking statements include the information concerning our possible or assumed future results of operations could be adversely affected. Our success depends in large part on continued employment of senior management and key personnel who can effectively operate our business, strategies, financing plans,as well as our ability to attract and retain skilled employees. Competition for highly skilled management, technical, research and development and other employees is intense in the high-technology industry and we may not be able to attract or retain highly qualified personnel in the future. In making employment decisions, particularly in the high-technology industry, job candidates often consider the value of the equity awards they would receive in connection with their employment. Inasmuch as our products are installed in many states throughout the United States, our employment needs include the hiring of skilled installers in several states and we are subject to the employment laws of many states. Our long-term incentive programs may not be attractive enough or perform sufficiently to attract or retain qualified personnel.

Our success also depends on our having highly trained financial, technical, recruiting, sales and marketing personnel. We will need to continue to hire additional personnel as our business grows. A shortage in the number of people with these skills or our failure to attract them to our company could impede our ability to increase revenues from our existing products and services, ensure full compliance with federal and state regulations, or launch new product offerings and would have an adverse effect on our business and financial results.

We depend on resellers and distributors to promote and sell our products and services.

We depend on our ability to establish and develop new relationships and to build on existing relationships with resellers and distributors through whom substantially all our sales are made. Our resellers and distributors are not our employees and therefore we have limited control over their practices. Industry and economic conditions have the potential to weaken the financial position of our resellers and distributors. These resellers and distributors also may determine to no longer sell our products and services, or may reduce efforts to sell our products and services, which could materially adversely affect our business, financial condition and results of operations. Furthermore, if our resellers’ and distributors’ abilities to repay their credit obligations were to deteriorate and result in the write-down or write-off of such receivables, it would negatively affect our operating results and, if significant, could materially adversely affect our business, financial condition and results of operations.

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Because our resellers and most of our distributors are not contractually required to sell our products and services exclusively and may offer competing interactive display products and services, and often do not devote their full time promoting our products and services no assurance can be given that our resellers and distributors will act in a manner that will promote the success of our products and services. Factors that are largely within the control of those resellers and distributors but are important to the success of our products and services include:

In addition, if some of our competitors were to offer their products and services to resellers and distributors on more favorable terms than or have more products and services available to meet their needs, there may be pressure on us to reduce the price of our products and services, or those resellers and distributors may stop carrying our products and services or de-emphasize the sale of our products and services in favor of the products and services of these competitors.

We are controlled by our management.

Our management, Gary LeCroy, our Chief Executive Officer, President and Director, and Magen McGahee, our Chief Financial Officer, Secretary and Director, currently beneficially own a majority of our issued and outstanding common stock.  Consequently, management has the ability to influence control of the operations of our Company and, acting together, will have the ability to influence or control substantially all matters submitted to stockholders for approval, including:

·Election of our board of directors;

·Removal of directors;

·Amendment to the Company’s certificate of incorporation or bylaws; and

·Adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination.

This concentration of ownership by itself may have the effect of impeding a merger, consolidation, takeover or other business consolidation, or discouraging a potential acquirer from making a tender offer for the common stock.

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Our businesses are geographically concentrated and could be significantly affected by any adverse change in the regions in which we operate.

Historically, our business operations have been located primarily throughout the Southeast region of the United States. While we intend to expand our business to new geographic areas, we are still highly concentrated in the United States. Because we derived all of our total revenues on a consolidated basis for the year ended June 30, 2019 from our operations in the United States, our business is exposed to adverse regulatory and competitive position, industry environment,changes, economic downturns and changes in political conditions in the United States. If we are unable to identify and successfully manage or mitigate these risks, our businesses, financial condition, results of operations and prospects could be materially adversely affected.

We are dependent upon our key suppliers for the components used in our products. Our suppliers may not be able to always supply components or products to us on a timely basis and on favorable terms, and as a result, our dependency on third party suppliers has adversely affected our revenue and may continue to do so.

We are subject to disruptions in our operations if our sole or limited supply contract manufacturers decrease or stop production of components and products, or if such suppliers and contract manufacturers do not produce components and products of sufficient quantity. We do not manufacture any of the products we sell and distribute, and are dependent upon a limited number of suppliers for all products and components. We depend on obtaining adequate supplies of quality components on a timely basis with favorable terms, and some of those components, as well as certain complete products that we sell are provided to us by only one supplier or contract manufacturer. Alternative sources for our components are not always available. Approximately 60% of our products and components are manufactured overseas in China, so they have long lead times, and events such as local disruptions, natural disasters or political conflict may cause unexpected interruptions to the supply of our products or components.

We are currently subject to market prices for the components that we purchase, which are subject to fluctuation beyond our control. An increase in the price of components used in our products could result in an increase in costs to our customers and could have a material adverse effect on our revenues and demand for our products.

Interruptions in our ability to procure needed components for our systems, whether due to discontinuance by our suppliers, delays or failures in delivery, shortages caused by inadequate production capacity or unavailability, financial failure, manufacturing quality, or for other reasons, would adversely affect or limit our sales and growth. There is no assurance that we will continue to find qualified manufacturers on acceptable terms and, if we do, there can be no assurance that product quality will continue to be acceptable, which could lead to a loss of sales and revenues.

Our business is subject to the risks associated with doing business in China.

Since we rely on a third-party manufacturer located in China, our business is subject to the risks associated with doing business in China, including:

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These risks are likely to be exacerbated by our limited experience with our current products and manufacturing processes. If demand for our products materializes, we may have to invest additional resources to purchase materials, hire and train employees, and enhance our manufacturing processes. It may not be possible for us to manufacture our product at a cost or in quantities sufficient to make our product commercially viable. Any of these factors may affect our ability to manufacture our products and could reduce gross margins and profitability.

Reliance on third-party manufacturers and suppliers entails risks to which we would not be subject if we manufactured the components for our products ourselves, including:

In addition, the recent outbreak of the novel strain of coronavirus has caused a widespread health crisis in several districts in China resulting in temporary work stoppage sin many affected districts. Although our manufacturer’s facilities are not located in the affected districts, if the virus should spread to the districts in which our manufacturer’s facilities are located, we could experience delays in manufacturing and shipments of our clinical product, which could result in clinical trial delays.  If the third-party manufacturer were to experience any prolonged disruption for our manufacturing, we could be forced to seek additional third party manufacturing contracts outside of China, thereby increasing our manufacturing costs and negatively impacting our timelines.

If our contract manufacturer or its suppliers fail to deliver the required commercial quantities of our components required for our products  and, if approved, for commercial sale, on a timely basis and at commercially reasonable prices, and we are unable to find one or more replacement manufacturers or suppliers capable of production at a substantially equivalent cost, in substantially equivalent volumes and quality, and on a timely basis, we would likely be unable to meet demand for our products, and we would lose potential growth opportunities,revenue. It may also take a significant period of time to establish an alternative source of supply for our components.

In the effectspast the U.S. Government has imposed tariffs on products manufactured in China and imported into the United States causing the prices for such products to increase. This could cause customer demand for our products to decrease.

Although the components of future regulation,our products that are manufactured in China are currently exempt from the tariffs on products manufactured in China, if the exemption were to no longer be available to such products, the imposition of tariffs on our products would most likely cause prices to rise, which would generally increase the price for our products, and which may cause a reduction in demand.

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Our facilities and information systems and those of our key suppliers could be damaged as a result of disasters or unpredictable events, which could have an adverse effect on our business operations.

Our logistics are currently provided by our Toccoa, Georgia facility and multiple import and freight carriers throughout the United States. Our suppliers for original design manufacturing (“ODM”) and original equipment manufacturing (“OEM”) are located in the United States, China, and South Korea. If major disasters such as earthquakes, fires, floods, wars, terrorist attacks, computer viruses, transportation disasters or other events occur in any of these locations, or our information systems or communications network or those of any of our key component suppliers breaks down or operates improperly as a result of such events, our facilities or those of our key suppliers may be seriously damaged, and we may have to stop or delay production and shipment of our products. We may also incur expenses relating to such damages. If production or shipment of our products or components is stopped or delayed or if we incur any increased expenses as a result of damage to our facilities, our business, operating results and financial condition could be materially adversely affected.

Increases in component costs, long lead times, supply shortages, and supply changes could disrupt our supply chain and have an adverse effect on our business, financial condition, and operating results.

Meeting customer demand partially depends on our ability to obtain timely and adequate delivery of components for our products. All of the components that go into the manufacturing of our products are sourced from a limited number of third-party suppliers. Our manufacturers generally purchase these components on our behalf, subject to certain approved supplier lists, and we do not have long-term arrangements with most of our component suppliers. We are therefore subject to the risk of shortages and long lead times in the supply of these components and the effectsrisk that our suppliers discontinue or modify components used in our products. In addition, the lead times associated with certain components are lengthy and preclude rapid changes in design, quantities, and delivery schedules. We may in the future experience component shortages, and the predictability of competition. Forward-looking statementsthe availability of these components may be limited. In the event of a component shortage or supply interruption from suppliers of these components, we may not be able to develop alternate sources in a timely manner. Developing alternate sources of supply for these components may be time-consuming, difficult, and costly and we may not be able to source these components on terms that are acceptable to us, or at all, which may undermine our ability to fill our orders in a timely manner. Any interruption or delay in the supply of any of these parts or components, or the inability to obtain these parts or components from alternate sources at acceptable prices and within a reasonable amount of time, would harm our ability to meet our scheduled product deliveries to our customers.

Moreover, volatile economic conditions may make it more likely that our suppliers may be unable to timely deliver supplies, or at all, and there is no guarantee that we will be able to timely locate alternative suppliers of comparable quality at an acceptable price. Further, since the beginning of 2018, there has been increasing rhetoric, in some cases coupled with legislative or executive action, from several U.S. and foreign leaders regarding tariffs against foreign imports of certain materials. Several of the components that go into the manufacturing of our products are sourced internationally, including from China, where the United States has imposed tariffs on specified products imported there following the U.S. Trade Representative Section 301 Investigation. These tariffs have an impact on our component costs and have the potential to have an even greater impact depending on the outcome of the current trade negotiations, which have been protracted and recently resulted in increases in U.S. tariff rates on specified products from China. Increases in our component costs could have a material effect on our gross margins. The loss of a significant supplier, an increase in component costs, or delays or disruptions in the delivery of components, could adversely impact our ability to generate future revenue and earnings and have an adverse effect on our business, financial condition, and operating results.

Adverse changes in economic and political policies of the Chinese government could have a material adverse effect on the overall economic growth of China, which could adversely affect our business.

As a result of our reliance on third-party manufacturers and suppliers located in China, our results of operations, financial condition, and prospects are subject to a significant degree to economic, political, and legal developments in China.  China’s economy differs from the economies of most developed countries in many respects, including with respect to the amount of government involvement, level of development, growth rate and control of foreign exchange, and allocation of resources.  While the Chinese economy has experienced significant growth in the past 20 years, growth has been uneven across different regions and among various economic sectors of China.  The Chinese government has implemented various measures to encourage economic development and guide the allocation of resources.  Some of these measures benefit the overall Chinese economy, but may also have a negative effect on us.  For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations that are applicable to us.

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Risks Related to our Industry and Regulations

Decreases in, or stagnation of, spending or changes in the spending policies or budget priorities for government funding of schools, colleges, universities, other education providers or government agencies may have a material adverse effect on our revenue.

Any additional decrease in, stagnation of or adverse change in national, federal, state, provincial or local funding for primary and secondary schools, colleges, universities, or other education providers or for government agencies that use our products could cause our current and prospective customers to further reduce their purchases of our products, which could cause us to lose additional revenue. Our customers include all statementsprimary and secondary schools, colleges, universities, other education providers which depend heavily on government funding. Many federal, state, and local governments have limited fiscal capacity and have experienced recent declines in tax revenues. Many of those governments have reacted to the decreases in tax revenues and could continue to react to the decreases in tax revenues by cutting funding to educational institutions. If our products are not a high priority expenditure for such institutions, or if such institutions allocate expenditures to substitute or alternative technologies, we could lose revenue. In addition, a specific reduction in governmental funding support for products such as ours could also cause us to lose revenue.

If our products fail to comply with consumer product or environmental laws, it could materially affect our financial performance.

If our products do not meet applicable safety or regulatory standards, we could experience lost sales, diverted resources and increased costs, which could have a material adverse effect on our financial condition and results of operations. Our products are subject to environmental regulations in some jurisdictions in which we will do business, we are and will be required to comply with a variety of product safety, product testing and environmental regulations, including compliance with applicable laws and standards with respect to lead content and other child safety and environmental issues. Events that give rise to actual, potential or perceived product safety or environmental concerns could expose us to government enforcement action or private litigation and result in product recalls and other liabilities. In addition, negative consumer perceptions regarding the safety of our products could cause negative publicity and harm our reputation.

Risks Related to Our Intellectual Property and Technology

Defects in our products can be difficult to detect before shipment. If defects occur, they could have a material adverse effect on our business.

The occurrence of errors and defects in our products could result in loss of, or delay in, market acceptance of our products, including harm to our brand. Correcting such errors and failures in our products could require significant expenditure of capital by us. Our products are highly complex and sophisticated and, from time to time, have contained and may continue to contain design defects or software “bugs” or failures that are difficult to detect and correct in advance of shipping. In addition, we are rapidly developing and introducing new products, and new products may have higher rates of errors and defects than our established products. We have historically provided product warranties between one and five years, and the failure of our products to operate as described could give rise to warranty claims. The consequences of such errors, failures and other defects and claims could have a material adverse effect on our business, financial condition, results of operations and our reputation.

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We may not be able to obtain patents or other intellectual property rights necessary to protect our proprietary technology and business.

Our commercial success depends to a significant degree upon our ability to develop new or improved technologies and products, and to obtain patents or other intellectual property rights or statutory protection for these technologies and products in the United States and other countries. We will seek to patent concepts, components, processes, designs and methods, and other inventions and technologies that we consider have commercial value or that will likely give us a technological advantage. Despite devoting resources to the research and development of proprietary technology, we may not be able to develop technology that is patentable or protectable. Patents may not be issued in connection with pending patent applications, and claims allowed may not be sufficient to allow them to use the inventions that they create exclusively. Furthermore, any patents issued could be challenged, re-examined, held invalid or unenforceable or circumvented and may not provide sufficient protection or a competitive advantage. In addition, despite efforts to protect and maintain patents, competitors and other third parties may be able to design around their patents or develop products similar to our products that are not historical factswithin the scope of their patents. Finally, patents provide certain statutory protection only for a limited period of time that varies depending on the jurisdiction and type of patent. The statutory protection term of certain patents may expire and, thereafter, the underlying technology of such patents can be identifiedused by any third party including competitors.

Prosecution and protection of the userights sought in patent applications and patents can be costly and uncertain, often involve complex legal and factual issues and consume significant time and resources. In addition, the breadth of forward-looking terminology suchclaims allowed in our patents, their enforceability and our ability to protect and maintain them cannot be predicted with any certainty. The laws of certain countries may not protect intellectual property rights to the same extent as the words “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions. These statementslaws of the United States. Even if our patents are only predictionsheld to be valid and involve knownenforceable in a certain jurisdiction, any legal proceedings that we may initiate against third parties to enforce such patents will likely be expensive, take significant time and unknown risks and uncertainties, including the risks outlined under “Risk Factors” and elsewhere in this Prospectus.

Although we believedivert management’s attention from other business matters. We cannot assure that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future results, events, levels of activity, performance or achievement. We are not under any duty to update any of the forward-looking statements afterissued patents or pending patent applications will provide any protectable, maintainable or enforceable rights or competitive advantages to us.

In addition to patents, we will rely on a combination of copyrights, trademarks, trade secrets and other related laws and confidentiality procedures and contractual provisions to protect, maintain and enforce our proprietary technology and intellectual property rights. However, our ability to protect our brands by registering certain trademarks may be limited. In addition, while we will generally enter into confidentiality and nondisclosure agreements with our employees, consultants, contract manufacturers, distributors and resellers and with others to attempt to limit access to and distribution of our proprietary and confidential information, it is possible that:

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We cannot assure that we will be successful in protecting, maintaining or enforcing our intellectual property rights. If we are unsuccessful in protecting, maintaining or enforcing our intellectual property rights, then our business, operating results and financial condition could be materially adversely affected, which could

If it is determined that we have infringed, violated or are infringing or violating a patent or other intellectual property right of any other person or if we are found liable in respect of any other related claim, then, in addition to being liable for potentially substantial damages, we may be prohibited from developing, using, distributing, selling or commercializing certain of our technologies and products unless we obtain a license from the dateholder of the patent or other intellectual property right. We cannot assure that we will be able to obtain any such license on a timely basis or on commercially favorable terms, or that any such licenses will be available, or that workarounds will be feasible and cost-efficient. If we do not obtain such a license or find a cost-efficient workaround, our business, operating results and financial condition could be materially adversely affected and we could be required to cease related business operations in some markets and restructure our business to focus on our continuing operations in other markets.

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Our business may suffer if it is alleged or determined that our technology or another aspect of our business infringes the intellectual property of others.

The markets in which we will compete are characterized by the existence of a large number of patents and trade secrets and also by litigation based on allegations of infringement or other violations of intellectual property rights. Moreover, in recent years, individuals and groups have purchased patents and other intellectual property assets for the purpose of making claims of infringement to extract settlements from companies like ours. Also, third parties may make infringement claims against us that relate to technology developed and owned by one of our suppliers for which our suppliers may or may not indemnify us. Even if we are indemnified against such costs, the indemnifying party may be unable to uphold its contractual obligations, and determining the extent such of such obligations could require additional litigation. Claims of intellectual property infringement against us or our suppliers might require us to redesign our products, enter into costly settlements or license agreements, pay costly damage awards or face a temporary or permanent injunction prohibiting us from marketing or selling our products or services. If we cannot or do not license the infringed intellectual property on reasonable terms or at all, or substitute similar intellectual property from another source, our revenue and operating results could be adversely impacted. Additionally, our customers and distributors may not purchase our offerings if they are concerned that they may infringe third party intellectual property rights. Responding to such claims, regardless of their merit, can be time consuming, costly to defend in litigation, divert management’s attention and resources, damage our reputation and cause us to incur significant expenses. The occurrence of any of these events may have a material adverse effect on our business, financial condition and operating results.

If we are unable to anticipate consumer preferences and successfully develop attractive products, we might not be able to maintain or increase our revenue or achieve profitability

If we are unable to introduce new products or technologies in a timely manner or our new products or technologies are not accepted by our customers, our competitors may introduce more attractive products which would adversely impact our competitive position. Failure to respond in a timely manner to changing consumer preferences could lead to, among other things, lower revenues and excess inventory positions of outdated products. Our success depends on our ability to identify and originate product trends as well as to anticipate and react to change demands and preferences of customers in a timely manner.

We may be unable to keep pace with changes in technology as our business and market strategy evolves.

There can be no assurance that we will be able to respond successfully to technological change. We will need to respond to technological advances and emerging industry standards in a cost-effective and timely manner in order to remain competitive. The need to respond to technological changes may require us to make substantial, unanticipated expenditures.

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Risks Related to Our Common Stock

Future sales of our common stock could adversely affect our share price, and any additional capital raised by us through the sale of equity or convertible debt securities may dilute your ownership in us and may adversely affect the market price of our common stock.

We intend, from time to time, to seek additional equity or debt financing to finance working capital requirements, continue our expansion, develop new products or make acquisitions or other investments. In addition, the Debenture is convertible into shares of our common stock. In addition, if our business plans change, general economic, financial or political conditions in our industry change, or other circumstances arise that have a material effect on our cash flow, the anticipated cash needs of our business, as well as our conclusions as to the adequacy of our available sources of capital, could change significantly. Any of these events or circumstances could result in significant additional funding needs, requiring us to raise additional capital. If additional funds are raised through the issuance of equity shares, preferred shares or debt securities, the terms of such securities could impose restrictions on our operations and would reduce the percentage ownership of our existing stockholders. If financing is not available on satisfactory terms, or at all, we may be unable to expand our business or to develop new business at the rate desired and our results of operations may suffer.

The market price of our common stock may be volatile, which could cause the value of your investment to fluctuate and possibly decline significantly.

The market price of our common stock may be highly volatile and subject to wide fluctuations. Our financial performance, government regulatory action, tax laws and market conditions in general could have a significant impact on the future market price of our common stock. Investors may not be able to resell your shares at or above the current price due to a number of factors such as those listed under this Prospectus“Risk Factors” section. Some of the factors that could negatively affect our share price or result in fluctuations in the price of our stock include:

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Furthermore, the stock market has recently experienced volatility that, in some cases, has been unrelated or disproportionate to conform these statementsthe operating performance of particular companies. These broad market and industry fluctuations may adversely affect the market price of our common stock, regardless of our actual operating performance.

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In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If we were involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation.

Certain Provisions of Nevada law may have anti-takeover effects.

Certain provisions of Nevada law applicable to actual results,our company could also delay or make more difficult a merger, tender offer or proxy contest involving our company, including Sections 78.411 through 78.444 of the Nevada Revised Statutes, which prohibit a Nevada corporation from engaging in any business combination with any “interested stockholder” (as defined in the statute) for a period of two years unless required by law.certain conditions are met. In addition, our senior management is entitled to certain payments upon a change in control and certain of the stock options and restricted shares we have granted provide for the acceleration of vesting in the event of a change in control of our company.

We have no intention of declaring dividends in the foreseeable future.

The decision to pay cash dividends on our common stock rests with our board of directors and will depend on our earnings, unencumbered cash, capital requirements and financial condition. We do not anticipate declaring any dividends in the foreseeable future, as we intend to use any excess cash to fund our operations. Investors in our common stock should not expect to receive dividend income on their investment, and investors will be dependent on the appreciation of our common stock to earn a return on their investment.

USE OF PROCEEDS

This Prospectusprospectus relates to shares of our common stockShares that may be offered and sold from time to time by the selling stockholder.Selling Stockholder. We will not receive any proceeds directly fromupon the sale of Shares by the Selling Stockholder in this offering. However, we may receive gross proceeds upon conversion of the Convertible Debenture issued to the Selling Stockholder for cash.  See “Plan of Distribution” elsewhere in this prospectus for more information.

DIVIDEND POLICY

We have never declared nor paid any cash dividends on our C-Corporation common stock, and currently intend to retain all of our cash and any earnings for use in our business and, therefore, do not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay cash dividends on our common stock will be at the discretion of the Board of Directors and will be dependent upon our consolidated financial condition, results of operations, capital requirements and such other factors as the Board of Directors deems relevant.

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DETERMINATION OF OFFERING PRICE

The Selling Stockholder will determine at what price it may sell the offered Shares (if any), and such sales may be made at prevailing market prices, or at privately negotiated prices.

THE PRIVATE PLACEMENT

Pursuant to the terms of a Securities Purchase Agreement, initially dated as of October 28, 2019 and amended and restated as of November 25, 2019 (the “Securities Purchase Agreement”), we issued and sold the Convertible Debenture to YA II PN, LTD. (the “Selling Stockholder”) in the aggregate principal amount of $1,000,000 that is convertible into shares of our common stock, which bears interest at the rate of 8.0% per annum and matures on November 25, 2020 (the “Maturity Date”), which date may be extended at the option of the Selling Stockholder in the event that, and for so long as, an Event of Default (as defined in the Convertible Debenture) will have occurred and be continuing on the Maturity Date.  The Convertible Debenture was issued with a 7.0% original issue discount, resulting in net proceeds to us of $930,000. As part of the issuance of the Convertible Debenture, we issued to the Selling Stockholder 500,000 shares of common stock.

The Convertible Debenture is secured by a security interest in all of our assets  and of each of our subsidiaries as evidenced by the security agreement dated as of October 29, 2019 and subject to the global guaranty agreement executed by each of our subsidiaries dated October 29, 2019.

We, at our option, have the right to redeem (a “Redemption”), in part or in whole, subject to certain notice requirements, outstanding principal and interest under the Convertible Debenture prior to the Maturity Date provided that as of the date of the Selling Stockholder’s receipt of a Redemption notice there is no Equity Conditions Failure (as defined in the Convertible Debenture).  We will pay an amount equal to the principal amount being redeemed plus a Redemption premium equal to 15% of the outstanding principal amount being redeemed plus outstanding and accrued interest.  Other than as specifically permitted by the Convertible Debenture, the Company may not prepay or redeem any portion of its outstanding principal amount without the prior written consent of the Selling Stockholder.

The Selling Stockholder has the right, subject to certain limitations, at any time to convert all or a portion of the Convertible Debenture, up to $250,000 of the outstanding and unpaid Conversion Amount (as defined below) in any 30 day calendar period, into fully paid and nonassessable shares of common stock, below the Fixed Conversion Price, initially of $0.46 (subject to adjustment), provided however that the Selling Stockholder will not be limited to conversions in the aggregate of $250,000 for conversions at or above the Fixed Conversion Price.  The number of shares of common stock issuable upon conversion of any Conversion Amount will be determined by dividing (x) such Conversion Amount by (y) the Fixed Conversion Price or (z) the Market Conversion Price, as applicable (the “Conversion Rate”).  The “Conversion Amount” means the portion of the principal and accrued interest to be converted, redeemed or otherwise with respect to which this determination is being made. The “Market Conversion Price” means, as of any conversion date or other date of determination, 75% of the lowest VWAP (as defined in the Convertible Debenture) of the common stock during the 10 Trading Days immediately preceding the Conversion Date. The Holder, together with any affiliate, will also be limited from beneficially owning more than 4.99% of the number of shares of common stock outstanding immediately after giving effect to such conversion or receipt of shares as payment of interest (potentially limiting the Holder’s conversion right).

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The Convertible Debenture contains standard and customary events of default including, but not limited to, failure to make payments when due, failure to observe or perform covenants or agreements contained in the Convertible Debenture, the breach of any material representation or warranty contain therein, the bankruptcy or insolvency of us, failure to timely file a registration statement for the shares underlying the Convertible Debenture in a timely manner,  the suspension of trading of common stock, and a change of control of our company. If any event of default occurs, subject to any cure period, the full principal amount, together with interest (including default interest of 15% per annum) and other amounts owing in respect thereof to the date of acceleration will become, at the Holder’s election, immediately due and payable in cash.

The conversion price of the Convertible Debenture is subject to appropriate adjustment in the event of recapitalization events, stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting our common stock and certain dilutive issuances.

Pursuant to the terms of a Registration Rights Agreement entered into between us and the Selling Stockholder initially dated as of October 28, 2019 and amended and restated as of November 25, 2019, which was entered into in connection with the Securities Purchase Agreement and the Convertible Debenture, we agreed to file a registration statement for the resale of the shares of common stock into which the Convertible Debenture may be converted within 45 days of the date of the agreement and to obtain effectiveness of the registration statement within 110 days of the date of the agreement. This registration statement, of which this prospectus forms a part, was filed by us in order to comply with the terms of the Registration Rights Agreement.

SELLING STOCKHOLDER

This prospectus covers the possible resale by the Selling Stockholder identified below. The shares of common stock being offered by the Selling Stockholder are issuable upon conversion of the Convertible Debenture.  For additional information regarding the issuance of the Convertible Debenture, see the section of this prospectus entitled “Private Placement” above.  We are registering the shares of common stock in order to permit the Selling Stockholder to offer the shares for resale from time-to-time.  Except as otherwise noted and except for the ownership of the Convertible Debenture issued pursuant to the Securities Purchase Agreement, the Selling Stockholder has not had any material relationship with us within the past three years.

The table below lists the Selling Stockholder and other information regarding the ownership of the shares of common stock by the selling stockholder in this offering, but will receive proceeds fromSelling Stockholder.  The second column lists the salenumber of shares to the selling shareholder. We will pay for expenses of this offering, except that the selling stockholder will pay any broker discounts or commissions or equivalent expenses applicable to the sale of their shares.

We will receive up to $1,500,000 from the sale of common stock by us to Kodiak under the Stock Purchase Agreement. These proceeds would be received from time-to-time as Put Notices are delivered to Kodiak, and we will use these proceeds principally for working capital needs, including approximately $237,000 of the offering proceeds to repay indebtedness. If all of the securities offered hereunder are sold, the entire $237,000 will be used; if less than all of the securities offered are sold, the portion of the offering allocated to repayment of indebtedness will be reduced accordingly.

Our allocation of proceeds represents our best estimate based upon the expected requirements of our proposed business and marketing plan. If any of these factors change, we may reallocate some of the net proceeds. The portion of any net proceeds not immediately required will be invested in certificates of deposit or similar short-term interest bearing instruments.

Assuming that we sell all 21,000,000 shares of common stock we estimatebeneficially owned by the Selling Stockholder, based on its ownership of the Convertible Debenture, as of March 10, 2020, assuming conversion of the Convertible Debenture held by the Selling Stockholder on that date, without regard to any limitations on conversions or exercise.

The third column lists the proceeds fromshares of common stock being offered by this prospectus by the Selling Stockholder.

In accordance with the terms of a registration rights agreement with the Selling Stockholder, this prospectus generally covers the resale of at least 4,000,000 shares of common stock issued or issuable to the Selling Stockholder pursuant to the Securities Purchase Agreement.Because the conversion price of the Convertible Debenture may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus.  The fourth column assumes the sale of our common stock to Kodiak under the Stock Purchase Agreement will be approximately $1 million, less costs, based on an assumed price of $.05 per share. The proceeds we receive are expected to be used primarily to fund the acquisition of target medical supply businesses in accordance with our business plan and to fund immediate operating capital needs of FullCircle.

The following chart represents the allocation of funds from the sale to Kodiak at the different levels of success. This is just an estimate given the facts known today. Adjustments may be necessary.

The exact breakdownall of the use ofshares offered by the proceeds received by us will change depending on the number of common shares sold and as the needs of the Company changes. Management will have broad discretion in the use of funds raised from the sale of shares to Kodiak. A discussion of our business plan and growth strategy follows.

All funds received from the sale of shares to Kodiak will be deposited into a separate account for the board to utilize as necessary as outlined in the above chart. We have committed to use the proceeds for the uses set forth above. However, certain factors beyond our control, such as increases in certain costs, could result in the Company being forced to reduce the proceeds allocated for other uses in order to accommodate these unforeseen changes. The failure of our management to use these funds effectively could result in unfavorable returns. This could have a significant adverse effect on our financial condition and could cause the price of our stock to decline.

As of the date of this Prospectus the Company is obligor on two promissory notes payable to non-affiliates. As of June 30, 2014, the principal balance of these notes is $30,000, bearing interest at 8% per annum- with accrued interest of $3,436.53, or a total of $33,436.53.  We plan to pay these notes first out of available proceeds.

The remaining notes, with the principal shareholders, officers and directors, will be paid as funds become available on an as needed basis.   These notes are as follows

The management is in continuous contact with our note holders.  No demand for repayment has been made by any note holder on the outstanding notes, which are in default.  

Factors beyond our control that could cause us to adjust our projections as to how proceeds will be used include, but are not limited to:

·

Increases in operational costs;

·

Changes in government regulations;

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A large company reading our Prospectus and duplicating our plans

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Failure to make acquisitions at reasonable purchase prices

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Inability to find sufficient talent to operate the Durable Medical Equipment business model.

STOCK PURCHASE AGREEMENT

On June 30, 2014, we entered into the Stock Purchase Agreement and a Registration Rights Agreement with Kodiak Capital Group, LLC in order to establish a possible source of funding for us. Before these transactions, we have had no dealings with Kodiak or its affiliates

Under the Stock Purchase Agreement, Kodiak has agreed to provide us with up to $1,500,000 of funding upon effectiveness of this prospectus; for which 21,000,000 shares of our common stock are being registeredSelling Stockholder pursuant to this prospectus. During this period, we can deliver a put under

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Under the Stock Purchase Agreement by selling shares of our common stock to Kodiak and Kodiak will be obligated to purchase the shares. A put transaction must close before we can deliver another put notice to Kodiak.

We may request a put by sending a put notice to Kodiak, stating the amountterms of the put. DuringConvertible Debenture, a Selling Stockholder may not convert the five trading days followingConvertible Debenture to the extent such conversion or exercise would cause such Selling Stockholder, together with its affiliates, to beneficially own a notice, we will calculate the amount of shares we will sell to Kodiak and the purchase price per share. The number of shares of Common Stock that Kodiak shall purchase pursuant to each put notice shall be determined by dividing the amount of the put by the purchase price.

The purchase price per share of common stock will be set at seventy five-percent (75%) of the lowest volume weighted average price of the common stock during the five consecutive trading days immediately following the datewhich would exceed 4.99% of our notice to Kodiak of our election to put shares pursuant to the Stock Purchase Agreement. There are no other fees or commissions payable at the time of each put. At the time we entered into a letter of intent with Kodiak, we issued Kodiak 1,500,000 shares of restricted Common Stock.

There is no minimum amount we can put to Kodiak at any one time. Upon effectiveness of the Registration Statement, the Company shall deliver instructions to its transfer agent to issuethen outstanding shares of Common Stock to Kodiak freestock following such conversion or exercise, excluding for purposes of restrictive legends on or before each closing date.

Pursuant to the Stock Purchase Agreement, Kodiak and its affiliates shall not be issued shares of our common stock that would result in its beneficial ownership equaling more than 9.99% of our outstanding common stock.

Kodiak has agreed that it will not enter into any short selling or any other hedging activities during the pricing period, and has advised us that it has not engaged in any short selling or hedging activities with regard to our common stock. On June 30, 2014, we entered into a Registration Rights Agreement with Kodiak requiring, among other things, that we prepare and file with the SEC a Registration Statement on Form S-1 covering the shares issuable to Kodiak under the Stock Purchase Agreement. As per the Stock Purchase Agreement, none of Kodiak’s obligations thereunder are transferrable and may not be assigned to a third party.

SELLING SECURITY HOLDERS

The Selling Shareholder is Kodiak Capital Group, LLC, a Delaware limited liability company.

In connection with the Stock Purchase Agreement, we (i) paid to Kodiak $5,000.00 to cover their legal and administrative costs, (ii) issued to Kodiak an aggregate of 1,500,000 shares of our common stock, restricted in accordance with Rule 144, as a commitment for the investment.

As of the date of this Prospectus, assuming a closing bid price of $.02 per share, our sales price to Kodiak would be $.015 per share and we would have to issue 100,000,000 shares of our common stock to receive all $1,500,000. Since this Registration Statement only covers 21,000,000 shares, however, we would only receive gross proceeds of $315,000 in that price scenario ..

As of the date of this Prospectus, there are approximately 64,000,000 shares of our common stock held by non-affiliates, representing approximately 47% of the outstanding common stock prior to any sales to Kodiak. The 21,000,000 shares we are registering for resale by Kodiak represents approximately 16% of the outstanding common stock held by non-affiliates, and if all are issued will represent approximately 64.3 % of the outstanding common stock held by non-affiliates.

We cannot sell shares to Kodiak if such shares would cause Kodiak to own more than 9.99% of our common stock at any given time. Accordingly, we may “put” shares to Kodiak in small tranches, to allow Kodiak to sell shares before our next “put,” so that this limitation is observed .. As a result, as of the date of this Prospectus, Kodiak cannot own more than approximately 20,298,286 shares after giving effect to that issuance to Kodiak. If our total number of outstandingdetermination shares of common stock increases, as it will as we sell shares to Kodiak under the Stock Purchase Agreement, then we would be able to sell more shares to Kodiak before reaching the 9.99% threshold. In the event gross proceeds reach $1,500,000 from the sale of less than 21,000,000 shares, the offering will end with no further shares sold. Our limited trading volume and price volatility is likely to inhibit Kodiak’s ability to resell shares we sell to them, which will negatively impact our ability to sell more shares to them. It is also likely that each sale will decrease our stock price which means subsequent sale may provide less proceeds per share that the previous sale. In addition, we have only registered 21,000,000 shares for resale by Kodiak.

Kodiak is an “underwriter” within the meaningissuable upon conversion of the Securities ActConvertible Debenture which have not been converted.  The number of 1933, as amended,shares in connection with the resalesecond column does not reflect this limitation.  The Selling Stockholder may sell all, some or none of ourtheir shares in this offering.  See “Plan of Distribution.”

(1) YAII PN, Ltd. is a Cayman Island exempt company.  YAII PN, Ltd. is managed by Yorkville Advisors Global, LP.  Investment decisions for Yorkville Advisors Global, LP are made by Mark Angelo. This amount includes 500,000 shares of common stock under the Stock Purchase Agreement. As of date of this Prospectus, Kodiak or its affiliates owns 1,500,000and 3,500,000 shares of our common stock prior to the offering. After the offering is completed, unless they have sold some or allissued upon conversion of the shares held asconvertible note; assuming a conversion of $0.2875 and without applying the date hereof, Kodiak will continue to own 1,500,000 shares of our common stock.

4.99% limit.

Ryan Hodson is the Managing Director of Kodiak Capital Group, LLC and, in that capacity, has voting and investment control of Kodiak.

PLAN OF DISTRIBUTION

The Selling ShareholderStockholder of the common stock and any of its pledgees, assignees and successors-in-interest may, from time to time,time-to-time, sell any or all of their shares of common stock on the principal trading market on which our common stock tradesOTCQB Venture Market or any other stock exchange, market or trading facility on which the shares are traded or in private transactions.  These sales may be at fixed or negotiated prices.  TheA Selling ShareholderStockholder may use any one or more of the following methods when selling shares:

·

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

·

block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

·

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

·an exchange distribution in accordance with the rules of the applicable exchange;

·privately negotiated transactions;

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·broker-dealers may agree with the Selling ShareholderStockholder to sell a specified number of such shares at a stipulated price per share;

·through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

·a combination of any such methods of sale; or

·

any other method permitted pursuant to applicable law.

The Selling ShareholderStockholder may also sell shares under Rule 144 under the Securities Act, of 1933, as amended, if available, rather than under this Prospectus.

prospectus.

Broker-dealers engaged by the Selling ShareholderStockholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling ShareholderStockholder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus,prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.Rule 2121.  

In connection with the sale of the common stock or interests therein, the Selling Stockholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common stock in the course of hedging the positions they assume.  The Selling Stockholder may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Shareholder is an underwriter within the meaning of the Securities ActStockholder and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales.  In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.  TheEach Selling ShareholderStockholder has informed the Companyus that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. Pursuant to a requirement bycommon stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the Financial Industry Regulatory Authority, or FINRA, the maximum commission or discount to be received by any FINRA member or independent broker/dealer may not be greater thanaggregate, would exceed eight percent (8%).

We are required to pay certain fees and expenses incurred by us incident to the registration of the gross proceeds received by us forshares.  We have agreed to indemnify the sale of any securities being registered pursuant to SEC Rule 415Selling Stockholder against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

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Discounts, concessions, commissions and similar selling expenses, if any, attributable to the sale of shares will be borne by the Selling Shareholder. The Selling Shareholder may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares if liabilities are imposed on that person under the Securities Act.

We will pay all expenses in connection with the registration and sale of the common stock by the Selling Shareholder. The estimated expenses of issuance and distribution are set forth below:

We will not receive any proceeds from the resale of any of the shares of our common stock by the Selling Shareholder. We may, however, receive proceeds from the sale of our common stock under the Stock Purchase Agreement. Neither the Stock Purchase Agreement, nor any rights of the parties thereunder, may be assigned or delegated to any other person.

Because the Selling Shareholder isStockholder may be deemed to be an “underwriter” within the meaning of the Securities Act, it will be subject to the Prospectusprospectus delivery requirements of the Securities Act including Rule 172 thereunder.  In addition, any securities covered by this Prospectusprospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this Prospectus.prospectus.  There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Shareholder.

Stockholder.

We agreed to keep this Prospectusprospectus effective until allthe earlier of (i) the date on which the shares coveredmay be resold by the Selling Stockholder without registration statementand without regard to any volume limitations by reason of which this Prospectus is a part (i)Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the shares have been sold thereunder or pursuant to this prospectus or Rule 144 or (ii) (A) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and (B) (I) may be sold without the requirement for us to be in compliance with the current public information requirement under Rule 144 or (II) we are in compliance with the current public information requirement under Rule 144, or (iii) the commitment period under the Stock Purchase Agreement has expired and no registrable securities are then heldSecurities Act or any other rule of record by the Selling Shareholder that are subject to any resale restriction under Rule 144, as determined by our counsel in a written opinion letter to such effect, addressed and acceptable to the transfer agent and the affected Selling Shareholder.similar effect.  The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution.  In addition, the Selling ShareholderStockholder will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the common stock by the Selling ShareholderStockholder or any other person.  We will make copies of this Prospectusprospectus available to the Selling ShareholderStockholder and have informed them of the need to deliver a copy of this Prospectusprospectus to each purchaser at or prior to the time of the sale.sale (including by compliance with Rule 172 under the Securities Act).

The Securities EnforcementMANAGEMENT’S DISCUSSION AND ANALYSISOF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and Penny Stock Reform Actanalysis of 1990 requires additional disclosure relatingour financial condition and plan of operations together with our financial statements and the related notes appearing elsewhere in this prospectus. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” included elsewhere in this prospectus. All amounts in this report are in U.S. dollars, unless otherwise noted.

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Overview

Since we complete a reverse triangular merger in June 2018, we have been a distributor of interactive learning technology hardware and software that allows the presenter and participant to engage in a fully collaborative instructional environment. Our products include our own private-label interactive touch screen panel as well as numerous other national and international branded peripheral and communication devices. New technologies like our own touchscreen panels are sold along with renowned brands such as Google Chromebooks, Microsoft Surface Tablets, Lenovo and Acer computers, Verizon WiFi and more. We provide a multitude of services to our customers, including installation, training, and maintenance.  Prior to the marketmerger our sole revenue source was derived from FullCircle Entertainment, Inc. (“FLCR”) our subsidiary’s operation of a cinema complex in Indianapolis, Indiana, which was sold in February 2019. In September 2019, we acquired Interlock Concepts, Inc. (“Concepts”) and Ehlert Solutions Group, Inc. (“Solutions”).This Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) includes a discussion of our operations for penny stocksthe three and six months ended December 31, 2019, for the year ended June 30, 2019 and the three month period ended June 30, 2018, and the year ended March 31, 2018.   The discussion of our operations for the three and six months ended December 31, 2019  includes the operations of Concepts and Solutions for a portion of such period but does not include the operations of the cinema complex in connectionIndianapolis, Indiana, which is included in the discussion for the three and six months ended December 31, 2018 due to the sale of the cinema complex in February 2019. The discussion of the operations for the three and six months ended December 31, 2018 and for the year ended June 30, 2019 and the three month period ended June 30, 2018 and year ended March 31, 2018 includes the operations of the cinema complex but does not include the operations of Concepts and Solutions since they were acquired subsequent to such periods. Accordingly, the results of operations reported for the three and six months ended December 31, 2019 and 2018 and for the year ended June 30, 2019 and three months ended June 30, 2018 and the year ended March 31, 2018, in this Management’s Discussion and Analysis are not comparable.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) includes a discussion of our operations for the three months ended September 30, 2019, which includes the operations of Concepts and Solutions but does not include the operations of the cinema complex in Indianapolis, Indiana, which is included in the discussion for the three months ended September 30, 2018 due to the sale of the cinema complex in February 2019.  The discussion of the operations for the three months ended September 30, 2018 does not include the operations of Concepts and Solutions since they were acquired subsequent to such quarter. Accordingly, the results of operations reported for the three months ended September 30, 2019 and 2018, in this Management’s Discussion and Analysis are not comparable.

Recent Developments

Purchase of Concepts and Solutions

On September 4, 2019, we entered into a stock purchase agreement with trades in anyConcepts and Solutions.  Under the stock defined as a penny stock. The Commission has adopted regulations that generally define a penny stock to be any equity security that has a market pricepurchase agreement, we acquired 100% of less than $5.00 per share, subject to certain exceptions. Such exceptions include any equity security listed on NASDAQ and any equity security issued by an issuer that has (i) net tangible assets of at least $2,000,000, if such issuer has been in continuous operation for three years, (ii) net tangible assets of at least $5,000,000, if such issuer has been in continuous operation for less than three years, or (iii) average annual revenue of at least $6,000,000, if such issuer has been in continuous operation for less than three years. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a pennyoutstanding capital stock of a disclosure schedule explaining the penny stock marketboth Concepts and the risks associated therewith.

DESCRIPTION OF SECURITIES

Our authorized capital stock consists of 200,000,000 shares of Common Stock, $0.001 par value per share, of which 136,316,196, shares were issued and outstanding as of August 15, 2014, and 10,000,000 shares of Preferred Stock, of which there are 10,000 shares of Series A Preferred Stock issued and outstanding and 300,600 shares of Series B Preferred Stock issued and outstanding.

Common Stock. Each shareholder of our common stock is entitled to a pro rata share of cash distributions made to shareholders, including dividend payments.Solutions. The holders of our common stock are entitled to one vote for each share of record on all matters to be voted on by shareholders. There is no cumulative voting with respect to the election of our directors or any other matter. Therefore, the holders of more than 50% of the shares votedpurchase price for the election of those directors can elect all of the directors. The holders of our common stock are entitled to receive dividends when and if declared by our Board of Directors from funds legally available therefore. Cash dividends are at the sole discretion of our Board of Directors. In the event of our liquidation, dissolution or winding up, the holders of common stock are entitled to share ratably in all assets remaining available for distribution to them after payment of our liabilities and after provision has been made for each class of stock, if any, having any preference in relation to our common stock. Holders ofacquisition was 1,350,000 shares of our common stock have no conversion, preemptive or other subscription rights, and therewe issued to Concepts and Solutions three notes payable in the aggregate principal amount of  $3,000,000. The notes payable issued to the seller are no redemption provisions applicablesubject to adjustment based on the achievement of certain future gross revenues and successful completion of certain pre-acquisition withholding tax issues of Concepts and Solutions.

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Solutions and Concepts are Utah-based audio design and manufacturing companies creating innovative products that provide fundamental tools for building notification systems primarily to K-12 education market customers located primarily in the north and north-west United States. Solutions and Concepts’ products and services allow institutions access to intercom, scheduling, and notification systems with improved ease of use.  The products provide an open architecture solution to customers which allows the products to be used in both existing and new environments.  Intercom, public announcement (PA), bell and control solutions are easily added and integrated within the open architecture design and software model.  These products combine elements over a common internet protocol (IP) network, which minimizes infrastructure requirements and reduces costs by combining systems.  

Private Placement

Pursuant to the terms of a Securities Purchase Agreement, initially dated as of October 28, 2019 and amended and restated as of November 25, 2019 (the “Securities Purchase Agreement”), we issued and sold the Convertible Debenture to the Selling Stockholder in the aggregate principal amount of $1,000,000 that is convertible into shares of our common stock.

Preferred Stock.  Our preferred stock, which bears interest at the rate of 8.0% per annum that matures on November 25, 2020, which may be extended at the option of the investor in the event that, and for so long as, an Event of Default (as defined in the Convertible Debenture) will have occurred and be continuing on the maturity date. The Convertible Debenture was issued with a 7.0% original issue discount, resulting in net proceeds to us of $930,000. As part of the issuance of the Convertible Debenture, we issued to the investor 500,000 shares of common stock.

Critical Accounting Policies and Estimates

Management’s Discussion and Analysis discusses our consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the balance sheet date and reported amounts of revenue and expenses during the reporting period. On an ongoing basis, we evaluate our estimates and judgments. We base our estimates and judgments on historical experience and on various other factors that are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

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We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Revenue Recognition

Theatre Ticket Sales and Concessions

Revenues for the year ended June 30, 2019 are generated principally through admissions and concessions sales with proceeds received in cash or via credit card at the point of sale. Revenues from ticket sales and concessions ended on February 6, 2019 when this segment was sold.

Interactive Panels and Related Products

We derive revenue from the sale of interactive panels and other related products. Sales of these panels may also include optional equipment, accessories and services (installation, training and other services, including maintenance services and/or an extended warranty). Product sales and installation revenue are recognized when all of the following criteria have been met: (1) products have been shipped or customers have purchased and accepted title to the goods; service revenue for installation of products sold is recognized as the installation services are performed, (2) persuasive evidence of an arrangement exists, (3) the price to the customer is fixed, and (4) collectability is reasonably assured.

Product sales resulting from fixed-price contracts involve a signed contract for a fixed price or a binding purchase order to provide our interactive panels and accessories. Contract arrangements exclude a right of return for delivered items. Product sales resulting from fixed-price contracts are generated from multiple-element arrangements that require separate units of accounting and estimates regarding the fair value of individual elements. We have determined that our multiple-element arrangements that qualify as separate units of accounting are (1) product sales and (2) installation and related services. There is objective and reliable evidence of fair value for both the product sales and installation services and allocation of arrangement consideration for each of these units is based on their relative fair values. Each of these elements represent individual units of accounting, as the delivered item has value to a customer on a stand-alone basis. Our products can be sold on a stand-alone basis to customers which provides objective evidence of the fair value of the product portion of the multi-element contract, and thus represents our best estimate of selling price.

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The fair value of installation services is separately calculated using expected costs of installation services. Many times the value of installation services is calculated using price quotations from subcontractors to us who perform installation services on a stand-alone basis.

We sell equipment with embedded software to customers. The embedded software is not sold separately and it is not a significant focus of our marketing effort. We do not provide post-contract customer support specific to the software or incur significant costs that are within the scope of Financial Accounting Standards Board (“FASB”) guidance on accounting for software to be leased or sold. Additionally, the functionality that the software provides is marketed as part of the overall product. The software embedded in the equipment is incidental to the equipment as a whole.

Deferred revenue consists of customer deposits and advance billings of our products where sales have not yet been recognized. Shipping and handling costs billed to customers are included in revenue in the accompanying statements of operations. Costs incurred by us associated with shipping and handling are included in cost of sales in the accompanying statements of operations. Sales are recorded net of sales returns and discounts, and sales are presented net of sales-related taxes.

Because of the nature and quality of our products, we provide for the estimated costs of warranties at the time revenue is recognized for a period of five years after purchase as a secondary warranty. The manufacturer also provides a warranty against certain manufacturing and other defects. The accrued warranty costs are based primarily on historical experience of actual warranty claims as well as current repair costs.

Stock Compensation

We record stock-based compensation in accordance with the provisions set forth in ASC 718, Stock Compensation, using the modified prospective method.  ASC 718 requires companies to recognize the cost of employee services received in exchange for awards of equity instruments based upon the grant date fair value of those awards.  We, from time to time, may issue common stock to acquire services or goods from non-employees.  Common stock issued to persons other than employees or directors are recorded on the basis of their fair value.

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Business Combinations

We account for business combinations under the acquisition method of accounting. Under this method, acquired assets, including separately identifiable intangible assets, and any assumed liabilities are recorded at their acquisition date estimated fair value. The excess of purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed represents the goodwill amount resulting from the acquisition. Determining the fair value of assets acquired and liabilities assumed involves the use of significant estimates and assumptions.

Concurrent with the acquisition of Concepts and Solutions on September 4, 2019, we applied pushdown accounting. Pushdown accounting refers to the use of the acquirer’s basis in onethe preparation of the acquiree’s separate financial statements as the new basis of accounting for the acquiree.

Goodwill

Goodwill is not amortized, but is reviewed for impairment at least annually, or more series,frequently when events or changes in circumstances indicate that the carrying value may not be recoverable.  Judgements regarding indicators of potential impairment are based on market conditions and operational performance of the business.

At each fiscal year-end, we perform an analysis of goodwill.  We may assess our goodwill for impairment initially using a qualitative approach to determine whether conditions exist to indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value. If management concludes, based on its assessment of relevant events, facts and circumstances that it is more likely than not that a reporting unit’s carrying value is greater than its fair value, then a goodwill impairment charge is recognized for the amount in excess, not to exceed the total amount of goodwill allocated to that reporting unit.

If the fair value of a reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and no further testing is required. If determined to be impaired, an impairment charge is recorded as a general and administrative expense within our consolidated statements of operations.

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Intangible Assets

Intangible assets are stated at the lower of cost or fair value. Intangible assets are amortized on a straight-line basis over periods ranging from two to five years, representing the period over which we expect to receive future economic benefits from these assets.

Product Warranty

We generally warrant our product against certain manufacturing and other defects. These product warranties are provided for specific periods of time, depending on the nature of the product, the geographic location of its sales and other factors. The accrued warranty costs are based primarily on historical experience of actual warranty claims as well as current information on repair costs.

Derivative Liabilities

We generally do not use derivative financial instruments to hedge exposures to cash flow or market risks.  However, certain other financial instruments, such as warrants and embedded conversion features on convertible debt, are classified as derivative liabilities due to protection provisions within the agreements.  Such financial instruments are initially recorded at fair value using the Monte Carlo model and subsequently adjusted to fair value at the close of each reporting period.  We account for derivative instruments and debt instruments in accordance with such distinctive serial designationsASC 815, ASU 2017-11, and associated pronouncements related to the classification and measurement of warrants and instruments with conversion features.

Recently Adopted Accounting Standards

In February 2016, the FASB issued ASU No. 2016-02, Leases. This ASU is intended to improve the reporting of leasing transactions to provide users of financial statements with more decision-useful information. This ASU will require organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The amendments in this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, using a modified retrospective approach. We adopted the standard on July 1, 2019 with no material impact on the consolidated financial statements.  

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In November 2019, the FASB issued ASU No. 2019-08, Compensation – Stock Compensation (Topic 718). This ASU requires that an entity measure and classify share based payment awards granted to a customer by applying the guidance in Topic 718.  The amount recorded as maya reduction of the transaction price is required to be statedmeasured on the basis of the grant-date fair value of the share-based payment award in accordance with Topic 718. The amendments in this update are effective for fiscal years beginning after December 15, 2019, and interim periods within those years. Early adoption is permitted. We adopted the standard on July 1, 2019 with no material impact on the consolidated financial statements.

In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments. This ASU provides amendments to Topic 326 related to estimating and measuring credit losses. The amendments in this update are effective for fiscal years beginning after December 15, 2019, and interim periods within those years. Early adoption is permitted. We adopted the standard on July 1, 2019 with no material impact on the consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurements. This ASU provides amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of the measurement uncertainty that should be applied. The amendments in this update are effective for fiscal years beginning after December 15, 2019, and interim periods within those years. Early adoption is permitted. We adopted the standard on July 1, 2019 with no material impact on the consolidated financial statements.

Other accounting standards that have been issued by the FASB or expressedother standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our consolidated financial statements upon adoption.

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Results of Operations for the Three and Six Months Ended December 31, 2019 and 2018

Revenue

Total revenues recognized were $876,529 and $649,211 for the three months ended December 31, 2019 and 2018, respectively, an increase of 35%. Total revenues recognized were $1,501,426 and $1,368,630 for the six months ended December 31, 2019 and 2018, respectively, an increase of 10%. Additionally, deferred revenue amounted to $585,572 and $247,007 as of December 31, 2019 and June 30, 2019, respectively. Approximately 45% and 37% of the revenues during the three and six months ended December 31, 2018 included revenue from our entertainment segment which was sold in February 2019. Revenues during the three and six months ended December 2019 substantially consisted of revenues from sales of technology interactive panels and related products.  Revenues increased over the three and six months ended December 31, 2019 due to the increases in the resolution or resolutions providingcustomer base for interactive panels and related products as well as additional revenues received through Concepts and Solutions, which were acquired in September 2019, offset by decreases due to the fact that there was no entertainment revenue during the three and six months ended December 31, 2019 resulting from the sale of FLCE in February 2019. (See Purchase of Concepts and Solutions).

Cost of Sales and Gross Profit Summary

Our cost of sales was $492,105 and $401,654 for the issuethree months ended December 31, 2019 and 2018, respectively, an increase of such stock adopted from time to  time  by  our    boardapproximately 23%. Our cost of directors.   Our boardsales was $985,784 and $880,563 for the six months ended December 31, 2019 and 2018, respectively, an increase of directors is expressly authorized to fixapproximately 12%. Cost of sales for the rights, privileges, preferencesthree and restrictionssix months ended December 31, 2019 consists primarily of manufacturing, freight, and installation costs. Approximately 23% and 19% of the Preferred Stock.cost of sales for the three and six months ended December 31, 2018 was related to costs associated with the entertainment segment. There are no significant overhead costs which impact cost of sales.  Cost of sales increased from the three and six months ended December 31, 2018 due to the related costs associated with higher revenues generated from technology and interactive panels offset by the fact that there was no cost of sales related to the entertainment segment during the three and six months ended December 31, 2019 due to the sale of FLCE. (See Purchase of Concepts and Solutions)

Our gross profit as a percentage of total revenues was 43% and 38% for the three months ended December 31, 2019 and 2018, respectively, and 34% and 36% for the six months ended December 31, 2019 and 2018, respectively.

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General and Administrative

Total general and administrative expenses (including stock compensation expenses) were $2,485,361 and $1,502,176 for the three months ended December 31, 2019 and 2018, respectively, an increase of 65%. General and administrative expenses were $4,609,220 and $2,365,770 for the six months ended December 31, 2019 and 2018, respectively an increase of 95%.  General and administrative expenses consist primarily of salaries and stock compensation expense, office rent, travel expense, amortization expense, and professional fees. Of this amount, $679,881 and $2,007,692 represent consulting fees and employee compensation paid through the issuance of stock, which did not impact cash, for the three and six months ended December 31, 2019, respectively. There was no stock compensation or stock issued for services during the three and six months ended December 31, 2018. Additionally, amortization of intangible assets for the three and six months ended December 31, 2019 totaled $268,000, which did not impact cash. There was no amortization of intangibles during the three and six months ended December 31, 2018. The Boardincrease in general and administrative expenses is directly related to our growth and the desire to take advantage of Directors has established two seriesmarket opportunity. Additionally, general and administrative expenses increased due to acquisition expenses related to the purchase of Preferred Stock, Class A Preferred StockConcepts and Class B Preferred Stock.Solutions. (See Purchase of Concepts and Solutions).

Interest Expense

Interest expense amounted to $1,360,639 and $13,552 for the three months ended December 31, 2019 and 2018, respectively, and $1,962,429 and $62,365 for the six months ended December 31, 2019 and 2018. The increase in interest expense was due to the increase in our debt.  During the three months and six months ended December 31, 2019, we amortized $156,456 and $216,724 of debt discounts to interest expense, respectively. No discounts were amortized to interest expense for the three month or six months ended December 31, 2018.

During the three and six months ended December 31, 2019, the Company amortized $579,920 and $808,853 of original issue debt discount on derivative instruments to interest accretion, respectively.  No debt discounts were amortized or accreted during the three and six months ended December 31, 2018.

Other Income (Expense)

The Class A Preferred Stock are non-voting sharesoutstanding warrants and are available for conversion into Class A Common Stock.  The remaining 10,000 sharesfeatures in convertible notes meet the definition of Class A Preferred outstanding shares are convertible into 500,000 shares of Class A Common stock.

The Class B Preferred Stock is entitled to an annual cumulative dividend of $.02 per share, and each share is convertible into ten shares of Common Stock. Until converted, each share of Class B Preferred Stock is entitled to ten votes on any matter subject to a votederivative liability instrument because the exercise price of the shareholders. The shareswarrants and the conversion rates are variable. As a result, the outstanding warrants and conversion features of Class B Preferred Stockthe notes are entitledrecorded as a derivative liability at fair value and marked-to-market each period with the change in fair value charged or credited to a liquidation preference equalincome. A derivative liability of $671,312 and $1,025,944 is recorded at December 31, 2019 and June 30, 2019. A change in fair value of the derivative instruments was accreted by $1,219,289 and $2,022,257 during the three and six months ended December 31, 2019, respectively due to ten times the amount received per share of Common Stock upon liquidation.

Dividend Policy. We have not declaredchange in our stock price. There were no outstanding derivative liability instruments during the three month or paid any cash dividends on our capital stocksix months ended December 31, 2018, and wetherefore no change in fair value was recognized for that period. These amounts do not expect to pay cash dividends on our common stock inimpact cash.

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Net Loss for the foreseeable future. We currently intend to retain our earnings, if any, for use in our business. Any dividends declared in the future will be at the discretion of our Board of Directors and subject to any restrictions that may be imposed by our lenders.Period

As a result of the dateforegoing, net loss incurred for the three months ended December 31, 2019 and 2018 was $2,822,207 and $1,254,797, respectively, an increase of this prospectus,125%. Net loss incurred for the six months ended December 31, 2019 and 2018 was $4,839,554 and $1,886,250, respectively, an increase of 157%.

Off-Balance Sheet Arrangements

Other than commitments discussed in Note 10 to the notes to our consolidated financial statements for the year ended three and six months ended December 31, 2019 and 2018, we do not have any off-balance sheet arrangements.

Results of Operations for the Year Ended June 30, 2019 and Three Month Period ended June 30, 2018 and Year ended March 31, 2018

Technology:

Revenues recognized were $1,292,353 for the year ended June 30, 2019. Additionally, deferred revenue amounted to $247,007 as of June 30, 2019. Revenues increased from the three months ending June 30, 2018, because this was the first complete year of our current operations as a learning technology manufacturer.

Revenues recognized were $172,754 for the three months ended June 30, 2018. Additionally, deferred revenue amounted to $219,820 as of June 30, 2018. Revenues decreased from the year ended March 31, 2018 due to a combination of change in fiscal year-end and transitioning from a distributor of interactive panels to a manufacturer of interactive panels.

Revenues recognized were $2,319,488 for the year ended March 31, 2018, when the Company was primarily a distributor of interactive panels.

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Theater:

Revenues were $589,705 for the period from July 1, 2018 through February 6, 2019. Revenues fluctuate based on attendance by customers which fluctuates based on viewing options, however, the increase as compared to the three months ending June 30, 2018 is because this was approximately an eight month period of operations.

Revenues were $34,946 for the period from acquisition on June 22, 2018 to June 30, 2018. Revenues fluctuate based on attendance by customers. Attendance at the theater fluctuates based on viewing options.

There were no revenues for the theater during the year ended March 31, 2018.

Cost of Revenue and Gross Profit Summary

Technology:

Our cost of revenue was $1,545,093 for the year ended June 30, 2019 consisting primarily of manufacturing, freight, warranty and installation costs. There are no significant overhead costs which impact cost of revenue.

Our gross margin percentage was -19.6% for the year ended June 30, 2019.

Our cost of revenue was $171,304 for the three months ended June 30, 2018 consisting primarily of manufacturing, freight, and installation costs. There are no significant overhead costs which impact cost of revenue. Our gross margin was -6% for the period ended June 30, 2018, excluding office supplies.

Our cost of revenue was $1,893,109 for the year ended March 31, 2018 consisting primarily of distribution, freight, and installation costs. There are no significant overhead costs which impact cost of revenue. Our gross margin was 19% for the year ended March 31, 2018, excluding office supplies.

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Theater:

Our cost of revenue was $221,238 for the period from July 1, 2018 through February 6, 2019.  Cost of revenues represent film rental costs and concession food costs primarily.

Our gross margin percentage was 62.5% for the period from July 1, 2018 through February 6, 2019.

Our cost of revenue was $6,804 for the period from acquisition on June 22, 2018 to June 30, 2018. Cost of revenues represent film rental costs and concession food costs primarily. Our gross margin percentage was 81% for the period from acquisition on June 22, 2018 to June 30, 2018.

There were no costs of revenue for the theater during the year ended March 31, 2018.

Operating Expenses Summary

Technology

Sales and Marketing

Sales and marketing expenses were $42,991 for the year ended June 30, 2019. Sales and marketing expenses were $30,614 for the three months ended June 30, 2018. Sales and marketing expenses were $41,883 for the year ended March 31, 2018. Such expenses consist primarily of advertising expenses and presentations at technology trade shows and are included in total general and administrative expenses. The Company is making efforts to develop new technology and to market that technology through advertising.

General and Administrative

General and administrative expenses were $5,408,917 for the year ended June 30, 2019 consisting primarily of salary expense, office rent, insurance premiums, and professional fees. Of this amount, $2,416,934 of consulting fees and employee compensation were paid through the issue of stock, which did not impact the Company's cash.

General and administrative expenses were $1,364,124 for the three months ended June 30, 2018, which include sales and marketing expenses of $30,614 and stock issued for compensation and services of $645,200.

General and administrative expenses were $1,574,808 for the year ended March 31, 2018, which include sales and marketing expenses of $41,883.

General and administrative expenses consist primarily of salary expense, office rent, insurance premiums, and professional fees.

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Interest Expense

Interest expenses amounted to $292,391 for the year ended June 30, 2019. During the year ended June 30, 2019, the Company amortized $89,279 of debt discounts to interest expense. Significant noncash transactions involving interest expense during the year ended June 30, 2019 included prepayment penalty interest of $134,461 due to the advance repayment of two convertible notes.

During the year ended June 30, 2019, the Company amortized $644,055 of original issue discount on derivative instruments to interest accretion.

Interest expense amounted to $9,458 for the three months ended June 30, 2018.

Interest expense amounted to $40,235 for the year ended March 31, 2018.

Other Income and Expense

The outstanding options, warrants and conversion features in convertible notes meet the definition of a derivative liability instrument because the exercise price of the warrants and the conversion rates are variable.  As a result, the outstanding warrants and conversion features of the notes are recorded as a derivative liability at fair value and marked-to-market each period with the changes in fair value charged or credited to income.  A derivative liability of $1,025,944 is recorded at June 30, 2019 and a change in fair value of the derivative warrant liability from inception to June 30, 2019 of $89,198 was incurred.  In addition, the initial fair value of the derivative instruments was accreted by $644,055 during the year ended June 30, 2019.  These amounts do not impact cash.

There were no expenses related to convertible notes payable and warrants during the three months ended June 30, 2018 and year ended March 31, 2018.

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Net Loss for the Period

As a result of the foregoing, net loss incurred for the period ended June 30, 2019 was $6,629,669.

As a result of the foregoing, net loss incurred for the three months ended June 30, 2018 was $1,367,195.

As a result of the foregoing, net loss incurred for the year ended March 31, 2018 was $1,177,925

Theater

General and Administrative

General and administrative expenses for the period from July 1, 2018 through February 6, 2019 was $427,620.

General and administrative expenses during the period from acquisition on June 22, 2018 to June 30, 2018 was $7,404. There were no general and administrative expenses for the theater during the year ended March 31, 2018. General and administrative expenses consist primarily of salary expense, general overhead, depreciation and professional fees.

Interest Expense

Interest expense was $41,460 for the period from July 1, 2018 through February 6, 2019. Interest expense was $23,666 for the period from acquisition on June 22, 2018 to June 30, 2018. There was no interest expense related to the theater during the year ended March 31, 2018. Interest expense is primarily related to the mortgage on the theater building.

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Net Loss for the Period

As a result of the foregoing, net loss for the period from July 1, 2018 through February 6, 2019 was $33,448.

As a result of the foregoing, net loss for the period from acquisition on June 22, 2018 to June 30, 2018 was $2,928.

There was no net income or loss for the theater during the year ended March 31, 2018.

Off-Balance Sheet Arrangements

Other than office lease commitments discussed in Note 6 and commitments discussed in Note 7 to our audited financial statements for the year ended June 30, 2019, we did not have any off-balance sheet arrangements as of June 30, 2019.

Liquidity and Capital Resources

Since the merger in June 2018, our revenues generated from operations have been insufficient to support our operational activities and have been supplemented by the proceeds from the issuance of securities, including equity and debt issuances. Our ability to continue as a going concern is dependent upon management’s ability to raise capital from the sale of its equity and, ultimately, the achievement of operating revenues. If our revenues continue to be insufficient to support our operational activities, we intend to raise additional capital through the sale of equity securities or borrowings from financial institutions and possibly from related and nonrelated parties who may in fact lend to us on reasonable terms. Management believes that its actions to secure additional funding will allow us to continue as a going concern. We currently do not have any committed sources of financing other than our line of credit which has conditions to be met for use and which has little remaining availability. There is no guarantee we will be successful in raising capital and if so that we will be able to do so on favorable terms.

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Our cash totaled $245,420 at December 31, 2019, as compared with $169,430 at June 30, 2019, an increase of $75,990. Net cash of $4,588,007 was used by operations for the six month period ended December 31, 2019. Net cash of $2,950,282 was provided from investing activities for the six month period ended December 31, 2019. Net cash of $1,713,715 was provided from financing activities for the six month period ended December 31, 2019, primarily due to proceeds from convertible securities.notes payable.  

Our cash totaled $169,430 at June 30, 2019, as compared with $184,255 at June 30, 2018, a decrease of $14,825. Net cash of $3,907,348 was used by operations for the year ended June 30, 2019. Net cash of $3,892,523 was provided from financing activities which was primarily derived from proceeds from convertible notes payable and the issuance of common stock as part of the private placement.

Total liabilities totaled $8,979,465 and $6,572,214 as of December 31, 2019 and June 30, 2019, respectively, of which current liabilities totaled $7,324,340 and $6,395,904 as of December 31, 2019 and June 30, 2019, respectively, which primarily consists of a line of credit, convertible notes payable, related party notes payable, derivative liability, accrued expenses and accounts payable.

Our long-term liquidity requirements will depend on many factors, including the rate at which we grow our business and footprint in the industries. To the extent that the funds generated from operations are insufficient to fund our activities in the long term, we may be required to raise additional funds through public or private financing. No assurance can be given that additional financing will be available or that, if it is available, it will be on terms acceptable to us.

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Our outstanding convertible debt as of December 31, 2019 and June 30, 2019 was as follows:

Convertible Notes Payable

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BUSINESSLiquidity and Capital Resources

We operate our business through two subsidiaries, FullCircle Entertainment, Inc. and FullCircle Medical Supplies, Inc. Our other subsidiaries are currently inactive.

At present, our only operating asset is the Georgetown 14 Cinemas, a movie theater complex property located in Indianapolis, Indiana, which we acquired in 2010.

The Georgetown 14 Cinemas occupy an eight acre property, and was acquired for $5.5 million, including assumption of a mortgage of approximately $5,047,000.

Since acquiring the theater, we converted allmerger in June 2018, our revenues generated from operations have been insufficient to support our operational activities and have been supplemented by the screensproceeds from the issuance of securities, including equity and debt issuances. Our ability to continue as a digital formatgoing concern is dependent upon management’s ability to raise capital from the sale of its equity and, installed 3D capability, at a costultimately, the achievement of $790,000, which we financed with a secured loan. The digital format offers a crisper view and allows the exhibition of 3D movies on three ofoperating revenues. If our screens.

In 2013, we began a major upgrade to the Georgetown 14 Digital Cinemas, with more signage and a complete remodel of the concession and lobby areas, as well as new employee uniforms. We also added uniformed security from dusk to close, and increased our management compensationrevenues continue to be more commensurate with other local theaters.  We also improvedinsufficient to support our maintenance operationsoperational activities, we intend to improveraise additional capital through the patron experience.

During 2015 we plansale of equity securities or borrowings from financial institutions and possibly from related and nonrelated parties who may in fact lend to improve our theater operationsus on reasonable terms. Management believes that its actions to secure additional funding will allow us to offer:

·

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

·

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

·

Business meetings requiring high-speed internet upload and download capabilities

·

Private party functions

During the last half of 2013, nationwide theater revenues were down compared to 2012, due principally to a series of poorly reviewed and disappointing movies that were released during this period.going concern. We experienced a slight decline in attendance, so our ticket sale revenues were below 2012 levels by 1.9%. In general, during 2014 the top ten movie ticket sales nationally are down approximately 20%, while our Georgetown 14 ticket sales are down 13.9%.

A portion of the building housing the Georgetown Digital Cinemas also includes a grocery store space, which we lease to a Save-A-Lot Stores, a grocery store operator, pursuant to a twenty year lease with options to extend.

FullCircle Medical Supplies, Inc.

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

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

Acquiring these businesses and covering the whole state should provide:

·

Economies of scale, reducing costs of inventory and operational expenses

·

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

·

Smaller vehicle fleets

·

Improved buying power by purchasing in volume

·

Reduced insurance expense

·

Improved individual store web sites

·

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

·

Social media marketing

·

Centralized billing and insurance claim processing

·

Improved receivables controls

·

Increased selection of products

·

Operational synergies between all stores

·

Improved margins and profitability

We are currently considering several existing DME businesses, with an average of approximately $1.2 million in revenues. At such time as we complete some acquisitions, we plan to employ a state manager with experience in the medical supply industry to supervise the managers of the purchased stores and operations in the state.

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

We have entered the analysis and selection phase of our acquisition activities, and our executives have made multiple trips to Louisiana for the purpose of collecting and analyzing information, reviewing each business, observing employees, and understanding the focus and strengths of each business. In some cases we are negotiating letters of intent for these proposed acquisitions, and in the process of financial evaluations of those businesses.

Typically, most DME businesses do not market on the Internet and many do not have websites.  Onceany committed sources of financing other than our line of credit which has conditions to be met for use and which has little remaining availability. There is no guarantee we complete the first acquisition, we plan to create a web site introducing a products catalogue and shopping cart.  As acquisitions continue, we plan to “clone” the website for each location, connecting to our products catalogue and shopping carts.  This would allow each DME to market nationally as well as internationally and ship out of a central warehouse.  We believe that revenues from these businesses can be expanded by approximately 50% over the first two-year period through Internet and social media marketing.

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

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

We plan to finance acquisitions of DME companies either by issuance of our Common Stock or Preferred Stock, cash, notes or a combination of them.

We have not completed any acquisitions in this field, nor do we have funding commitments,if so our ability to enter into the DME business is subject to these uncertainties.

FullCircle Insurance Agency, Inc.

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

FullCircle Prescription Services, Inc.

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

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

Competition:

Movie Theater Entertainment:

The motion picture exhibition industry is fragmented and highly competitive. Our theaters compete against regional and independent operators as well as the larger theater circuit operators. Our operations are subject to varying degrees of competition with respect to film licensing, attracting customers, and obtaining new theater sites. In those areas where real estate is readily available, there are few barriers preventing competing companies from opening theaters near our existing theater, which may have a material adverse effect on our revenues. Demographic changes and competitive pressures can also lead to a theater location becoming impaired.

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

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

In 2015 we plan to expand into exhibition of live sporting events, such as world soccer, cricket, and possibly NFL playoff games and the World Series, to provide large screen viewing of these sporting events.  We are also taking an aggressive posture to expand into business conference sessions during “dead” screen time to facilitate the anticipated increase in demand for “upload and download” communication with enhanced WiFi and dish communication systems.

Durable Medical Equipment:

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

Recently, Medicare has developed a competitive bidding process in larger cities that is squeezing margins of many DME businesses. We believe this trend will continue, and consequently will require better management and control of expenses to maintain profitability. We believe this situation will provide us an opportunity to acquire some of these businesses, and to provide the synergies to remain competitive and improve profits.

Employees:

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

Properties:

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

We also own the Georgetown 14 Digital Cinemas movie complex located in Indianapolis, Indiana.  The property currently houses a 14 movie theatre complex, which is owned and operated by us. A portion of the building housing the Georgetown Digital Cinemas also includes a grocery store space, which we currently renewing with Save A Lot to expire in 20 years.

SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

The following tables present our summary historical consolidated financial data for the periods presented and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and notes thereto included elsewhere in this Prospectus.

The historical financial information presented below may not be indicative of our future performance and does not necessarily reflect what our financial position and results of operations would have been had we operated as a stand-alone company during the periods presented. Results for the period ended June 30, 2014 are not necessarily indicative of results that may be expected for forthcoming year.

Statement of Operations Summary

FullCircle Registry, Inc.

Consolidated Statements of Operations

(Unaudited)

Balance Sheet Summary

FullCircle Registry, Inc.

Consolidated Balance Sheets