SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
July 10, 2002
Date of Report
April 17, 2002
(Date of Earliest Event Reported)
FullCircle Registry, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 333-51918 | 87-0653761 |
| (State or other Jurisdiction) | (Commission File No.) | (IRS Employer I.D. No.) |
500 West Jefferson Street, PNC Plaza, Suite 2310
Louisville, KY 40202
(Address of Principal Executive Offices)
502-540-5112
Registrant's Telephone Number
EXCEL PUBLISHING, INC.
(Former Name or Former Address if changed Since Last Report)
Item 4. Changes in Registrant's Certifying Accountant.
On July 2, 2002, the Company dismissed Pritchett, Siler & Hardy, P.C., as their certifying accountant and engaged the services of Chisholm & Associates. The change in certifying accountant was for the sake of convenience to the Company and approved by the Company's Board of Directors. For either of the past two years, Pritchett, Siler & Hardy, P.C. audit reports did not contain any adverse opinion or disclaimer of opinion, were not modified as to uncertainty, audit scope, or accounting principles.
There were no disagreements with Pritchett, Siler & Hardy, P.C. on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
(b) Pro Forma Financial Information.
(c) Exhibits.
| Exhibit Number | SEC Reference | Description of Exhibit |
1
| 16 | Letter on change in certifying accountant |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 9, 2002FULLCIRCLE REGISTRY, INC.
By: /s/ James A.Reskin James A. Reskin, Chief Executive Officer
FULLCIRCLE REGISTRY, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
December 31, 2001 and 2000
C O N T E N T S
| Independent Auditor's Report | 5 |
| Balance Sheets | 6 |
| Statements of Operations | 8 |
| Statements of Stockholders' Equity | 9 |
| Statements of Cash Flows | 10 |
| Notes to the Financial Statements | 12 |
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders of
FullCircle Registry, Inc.
We have audited the accompanying balance sheets of FullCircle Registry, Inc. (a development stage company) as of December 31, 2001 and 2000 and the related statements of operations, stockholders' equity and cash flows for the years then ended and from inception on January 20, 2000 through December 31, 2001. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of FullCircle Registry, Inc. (a development stage company) as of December 31, 2001 and 2000 and the results of its operations and cash flows for the years then ended and from inception on January 20, 2000 through December 31, 2001 are in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has minimal operating capital, minimal revenues and is dependent on financing to continue operations. These factors raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in the Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Chisholm & Associates
North Salt Lake, Utah
May 22, 2002
FULLCIRCLE REGISTRY, INC.
(A Development Stage Company)
Balance Sheets
| ASSETS | December 31, | December 31, |
| 2001 | 2000 |
| CURRENT ASSETS | | |
| Cash | $ 3,251 | $ - |
| Note receivable - related party | 20,000 | - |
| _________ | _________ |
| Total Current Assets | 23,251 | - |
| PROPERTY AND EQUIPMENT | | |
| Office furniture and fixtures | 60,952 | 51,611 |
| Computers and equipment | 10,153 | 13,831 |
| Software | 244,296 | 204,555 |
| _________ | _________ |
| 315,401 | 269,997 |
| Less: | | |
| Accumulated depreciation - software | (91,855 ) | (17,046 ) |
| Accumulated depreciation | (15,194 ) | (3,075 ) |
| _________ | _________ |
| Total Property and Equipment | 208,352 | 249,876 |
| OTHER ASSETS | | |
| Deposits | 1,717 | 1,325 |
| _________ | _________ |
| Total Other Assets | 1,717 | 1,325 |
| _________ | _________ |
| TOTAL ASSETS | $ 233,320 | $ 251,201 |
The accompanying notes are an integral part of these financial statements.
FULLCIRCLE REGISTRY, INC.
(A Development Stage Company)
Balance Sheets (Continued)
| LIABILITIES AND STOCKHOLDERS' EQUITY | December 31, | December 31, |
| 2001 | 2000 |
| CURRENT LIABILITIES | | |
| Bank overdraft | $ - | $ 3,562 |
| Accounts payable | 170,016 | 281,574 |
| Accrued expenses | 18,974 | 34,325 |
| Interest payable | 91,612 | 70,924 |
| Line of credit | 25,135 | 35,000 |
| Current portion of long-term liabilities | 595,000 | - |
| _________ | _________ |
| Total Current Liabilities | 900,737 | 425,385 |
| LONG-TERM LIABILITIES | | |
| Convertible bonds | 365,000 | 70,000 |
| Notes payable-related party | 680,931 | 424,750 |
| Less: current portion of long-term liabilities | (595,000 ) | - |
| _________ | _________ |
| Total Long-Term Liabilities | 450,931 | 494,750 |
| _________ | _________ |
| TOTAL LIABILITIES | 1,351,668 | 920,135 |
| _________ | _________ |
| STOCKHOLDERS' EQUITY | | |
| Common stock, authorized 1,412,800 shares, issued and outstanding 11,200 shares | 12 | 12 |
| Additional paid-in capital | 26,091 | 1,091 |
| Retained earnings (deficit) | (1,144,451 ) | (670,037 ) |
| _________ | _________ |
| Total Stockholders' Equity | (1,118,348 ) | (668,934 ) |
| _________ | _________ |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 233,320 | $ 251,201 |
The accompanying notes are an integral part of these financial statements.
FULLCIRCLE REGISTRY, INC.
(A Development Stage Company)
Statements of Operations
| For the Year Ended December 31, | For the Year Ended December 31, | From inception on January 20, 2000 to December 31, |
| 2001 | 2000 | 2001 |
| REVENUES | $ 41,131 | $ 34,857 | $ 75,988 |
| COST OF SALES | 20,687 | 9,867 | 30,554 |
| _________ | _________ | _________ |
| GROSS PROFIT | 20,444 | 24,990 | 45,434 |
| _________ | _________ | _________ |
| SELLING EXPENSES | 29,065 | 216,662 | 245,727 |
| GENERAL AND ADMINISTRATIVE EXPENSES | 336,393 | 402,810 | 739,203 |
| _________ | _________ | _________ |
| TOTAL OPERATING EXPENSES | (365,458 ) | (619,472 ) | (984,930 ) |
| _________ | _________ | _________ |
| OPERATING INCOME (LOSS) | (345,014 ) | (594,482 ) | (939,496 ) |
| OTHER INCOME (EXPENSE) | | | |
| Interest expense | (110,834 ) | (75,305 ) | (186,139 ) |
| Loss on disposal of assets | (4,300 ) | - | (4,300 ) |
| Bad debts | (14,266 ) | (250 ) | (14,516 ) |
| _________ | _________ | _________ |
| TOTAL OTHER INCOME (EXPENSE) | (129,400 ) | (75,555 ) | (204,955 ) |
| _________ | _________ | _________ |
| INCOME (LOSS) BEFORE INCOME TAXES | (474,414 ) | (670,037 ) | (1,144,451 ) |
| PROVISION FOR INCOME TAXES | - | - | - |
| _________ | _________ | _________ |
| NET INCOME (LOSS) | $ (474,414 ) | $ (670,037 ) | $ (1,144,451 ) |
| _________ | _________ | _________ |
| NET INCOME (LOSS) PER SHARE | $ (42.53 ) | $ (60.36 ) | $ (102.84 ) |
| _________ | _________ | _________ |
| WEIGHTED AVERAGE OUTSTANDING SHARES | 11,155 | 11,100 | 11,128 |
The accompanying notes are an integral part of these financial statements.
FULLCIRCLE REGISTRY, INC.
(A Development Stage Company)
Statements of Stockholders' Equity
For the Period from Inception on January 20, 2000
Through December 31, 2001
| Common Stock | | Paid-In Capital | Retained Earnings (Deficit) |
| Shares | Amount | | |
| Balance, January 20, 2000 | - | $ - | $ - | $ - |
| January 2000 - shares issued for cash at $0.10 per share | 5,500 | 6 | 537 | - |
| January 2000 - shares issued for services at $0.10 per share | 5,600 | 6 | 554 | - |
| Net income (loss) for the period ended December 31, 2000 | - | - | - | (670,037 ) |
| Balance at December 31, 2000 | 11,100 | 12 | 1,091 | (670,037 ) |
| June 2001 - shares issued for cash at $250 per share | 100 | - | 25,000 | - |
| Net income (loss) for the year ended December 31, 2001 | - | - | - | (474,414 ) |
| _________ | _________ | _________ | _________ |
| Balance at December 31, 2001 | 11,200 | $ 12 | $ 26,091 | $ (1,144,451 ) |
The accompanying notes are an integral part of these financial statements.
FULLCIRCLE REGISTRY, INC.
(A Development Stage Company)
Statements of Cash Flows
| For the Year Ended | For the Year Ended | From inception on January 20, 2000 to |
| December 31, | December 31, | December 31, |
| 2001 | 2000 | 2001 |
| CASH FLOWS FROM OPERATING ACTIVITIES | | | |
| Net income (loss) | $ (474,414 ) | $ (670,037 ) | $ (1,144,451 ) |
| Non-cash items: | | | |
| Depreciation and amortization | 86,928 | 20,121 | 107,049 |
| Stock issued for services | - | 560 | 560 |
| Loss on disposal of asset | 4,300 | - | 4,300 |
| Increase (decrease) in current liabilities: | | | |
| Bank overdraft | (3,562 ) | 3,562 | - |
| Accounts payable | (111,558 ) | 281,574 | 170,016 |
| Interest payable | 20,688 | 70,924 | 91,612 |
| Accrued expenses | (15,351 ) | 34,325 | 18,974 |
| _________ | _________ | _________ |
| Net Cash Provided (Used) by Operating Activities | (492,969 ) | (258,971 ) | (751,940 ) |
| CASH FLOWS FROM INVESTING ACTIVITIES | | | |
| Cash paid for deposits | (392 ) | (1,325 ) | (1,717 ) |
| Cash paid for note receivable | (20,000 ) | - | (20,000 ) |
| Cash paid for property and equipment | (50,204 ) | (269,997 ) | (320,201 ) |
| Cash received from sale of property and equipment | 500 | - | 500 |
| _________ | _________ | _________ |
| Net Cash Provided (Used) by Investing Activities | (70,096 ) | (271,322 ) | (341,418 ) |
| CASH FLOWS FROM FINANCING ACTIVITIES | | | |
| Cash received on line of credit | 10,135 | 35,000 | 45,135 |
| Cash paid on line of credit | (20,000 ) | - | (20,000 ) |
| Cash received from convertible bonds | 295,000 | 70,000 | 365,000 |
| Cash received from notes | 278,274 | 424,750 | 703,024 |
| Cash paid on notes | (22,093 ) | - | (22,093 ) |
| Cash received from stock issuance | 25,000 | 543 | 25,543 |
| _________ | _________ | _________ |
| Net Cash Provided (Used) by Investing Activities | 566,316 | 530,293 | 1,096,609 |
| _________ | _________ | _________ |
| INCREASE (DECREASE) IN CASH | 3,251 | - | 3,251 |
| CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | - | - | - |
| _________ | _________ | _________ |
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ 3,251 | $ - | $ 3,251 |
The accompanying notes are an integral part of these financial statements.
FULLCIRCLE REGISTRY, INC.
(A Development Stage Company)
Statements of Cash Flows (Continued)
| For the Year Ended | For the Year Ended | From inception on January 20, 2000 to |
| December 31, | December 31, | December 31, |
| 2001 | 2000 | 2001 |
| SUPPLEMENTAL CASH FLOW INFORMATION | | | |
| Cash paid for interest | $ 7,676 | $ 262 | $ 7,938 |
| Cash paid for income taxes | $ - | $ - | $ - |
| NON-CASH ACTIVITY: | | | |
| Shares issued for services | $ - | $ 560 | $ 560 |
The accompanying notes are an integral part of these financial statements.
FULLCIRCLE REGISTRY, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2001 and 2000
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
a. Organization
FullCircle Registry, Inc. ("the Company") was incorporated as WillRequest.com, Inc. under the laws of the State of Delaware on January 20, 2000. In July 2000, the Company changed its name from WillRequest.com, Inc. to FullCircle Registry, Inc. The Company was formed to provide a digital safe deposit box containing vital medical and legal information of its customers. The Company is currently focusing on raising capital to develop its operations.
b. Accounting Method
The Company recognizes income and expenses on the accrual basis of accounting. The Company has chosen a fiscal year end of December 31.
c. Earnings (Loss) Per Share
The computation of earnings per share of common stock is based on the weighted average number of shares outstanding at the date of the financial statements. Common stock equivalents have not been included in the weighted average number of shares outstanding because of its anti-dilutive effects.
| For the Year Ended | For the Year Ended | From inception on January 20, 2000 to |
| December 31, | December 31, | December 31, |
| 2001 | 2000 | 2001 |
| Numerator - loss | $ (474,414 ) | $ (670,037 ) | $ (1,144,451 ) |
| Denominator - weighted average of shares outstanding | 11,155 | 11,100 | 11,128 |
| _________ | _________ | _________ |
| Loss per share | $ (42.53 ) | $ (60.36 ) | $ (102.84 ) |
d. Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents.
FULLCIRCLE REGISTRY, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2001 and 2000
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
e. Provision for Income Taxes
No provision for income taxes has been recorded due to net operating loss carryforwards totaling approximately $1,144,400 that will be offset against future taxable income. These NOL carryforwards begin to expire in the year 2020. No tax benefit will be recorded until the Company generates taxable income.
Deferred tax assets and the valuation account is as follows at December 31, 2001 and 2000:
| December 31, | December 31, |
| 2001 | 2000 |
| Deferred tax asset: | | |
| NOL carryforward | $ 389,100 | $ 227,800 |
| Valuation allowance | (389,100 ) | (227,800 ) |
| _________ | _________ |
| Total | $ - | $ - |
f. Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and expenses during the reporting period. In these financial statements, assets, liabilities and expenses involve extensive reliance on management's estimates. Actual results could differ from those estimates.
g. Property and Equipment
Expenditures for property and equipment and for renewals and betterments, which extend the originally estimated economic life of assets or convert the assets to a new use, are capitalized at cost. Expenditures for maintenance, repairs and other renewals of items are charged to expense. When items are disposed of, the cost and accumulated depreciations are eliminated from the accounts, and any gain or loss is included in the results of operations.
The provision for depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Depreciation expense for the periods ended December 31, 2001 and 2000 is $86,928 and $20,121, respectively.
FULLCIRCLE REGISTRY, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2001 and 2000
NOTE 2 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company is in the development stage and is currently not generating sufficient revenues to cover expenses. Therefore, the Company is dependent upon raising capital to continue operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. It is management's plan to be out of the development stage in 2002. Pursuant to Note 8, the Company completed a reverse acquisition with a public company and is currently raising additional capital.
NOTE 3 - DEVELOPMENT STAGE COMPANY
The Company is a development stage company as defined in Financial Accounting Standards Board Statement No. 7. It is concentrating substantially all of its efforts in raising capital and developing its business operations in order to generate significant revenues.
NOTE 4 - LONG-TERM LIABILITIES
Long-term liabilities are detailed in the following schedules as of December 31, 2001 and 2000:
| 2001 | 2000 |
| Convertible Bonds: | | |
| Convertible bonds convertible for 1,401,600 shares, of common stock due March 2002, bears interest at 8.0% per annum | $ 365,000 | $ 70,000 |
| Notes Payable - Related Party: | | |
| Note payable to a shareholder bears interest at 16.7% per annum, principal and interest due March 2003 | 450,931 | 424,750 |
| Note payable to a shareholder, bears interest at 7.0% per annum, principal and interest due July 2002 | 230,000 | - |
| _________ | _________ |
| Total Notes Payable | 680,931 | 424,750 |
| Total Long-Term Liabilities: | 1,045,931 | 494,750 |
| Less current portion: | (595,000 ) | - |
| _________ | _________ |
| Net Long-Term Liabilities | $ 450,931 | $ 494,750 |
FULLCIRCLE REGISTRY, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2001 and 2000
NOTE 4 - LONG-TERM LIABILITIES (Continued)
Future minimum principal payments on notes payable are as follows:
| 2002 | $ 595,000 |
| 2003 | 450,931 |
| _________ |
| Total Long-Term Liabilities | $ 1,045,931 |
NOTE 5 - LINE OF CREDIT
In November 2000, the Company acquired a $35,000 unsecured line of credit from a bank at an interest rate of 5.75%. The balances due at December 31, 2001 and 2000 was $25,135 and $35,000, respectively.
NOTE 6 - RELATED PARTY
The Company entered into a service agreement with a major shareholder as an independent contractor for consulting services. The term of this agreement is for 2 years beginning March 6, 2000. Compensation is $5,000 per month.
The Company entered into a lease agreement for office space with a major shareholder. The monthly lease payment is $3,003 and the lease expires in September 2002. Rent expense was approximately $24,000 and $8,500 for 2001 and 2000, respectively.
The Company has a note payable due to a major shareholder in the amount of $450,931 and $424,750 as of December 31, 2001 and 2000, respectively [see Note 4].
The Company has a note payable due to a major shareholder in the amount of $230,000 as of December 31, 2001 [see Note 4].
The Company has a note receivable due from a major shareholder in the amount of $20,000 as of December 31, 2001. The note is non-interest bearing and is due upon demand.
On July 16, 2001, the Company entered into a employment agreement with the CEO for monthly compensation of $5,000. Pursuant to this employment agreement, the CEO shall be awarded, at no cost other than his employment, options representing 5% of the current fully diluted shares outstanding which options shall, as an aggregate, have a purchase right exercisable for two years at the price of $0.01 per share regardless of the outstanding value from time to time. The options shall be awarded based upon the total number of subscribers enrolled by the employer during the term of this agreement. As of December 31, 2001, no options have been awarded.
FULLCIRCLE REGISTRY, INC.
(A Development Stage Company)
Notes to Financial Statements
December 31, 2001 and 2000
NOTE 7 - COMMITMENTS AND CONTINGENCIES
The Company entered into a service agreement with a major shareholder [see Note 6].
On July 16 2001, the Company entered into an employment agreement with the CEO included therein, are incentives for stock options [see Note 6].
The Company has a 2 year operating lease for office furniture. The monthly payment is $204 and the lease expires in June 2002.
The Company has two operating lease agreements for computers. The total monthly payments are $327 and the lease expires in December 2002.
The Company entered into a lease agreement for office space with a major shareholder [see Note 6].
Future minimum operating lease payments are as follows:
| 2002 $ 29,100 |
| Total $ 29,100 |
NOTE 8 - SUBSEQUENT EVENT
During April 2002, Excel Publishing, Inc. (Excel), a public company, entered into an Agreement and Plan of Reorganization with the Company. Excel issued 12,000,000 shares of its common stock for all of the outstanding shares of the Company. The acquisition has been accounted for as a reverse acquisition with the Company being the accounting survivor.
FULLCIRCLE REGISTRY, INC.
PROFORMA
CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2002
FullCircle Registry, Inc.
Proforma Consolidated Balance Sheet
| FullCircle Registry Balance | Excel Publishing Balance | Proforma Adjustments | | Proforma Consolidated Balance |
| 12/31/01 | 12/31/01 | DR | CR | 12/31/01 |
| Assets | | | | | |
| Current Assets | | | | | |
| Cash and Cash Equivalents | $ 3,251 | $ 3,496 | | | $ 6,747 |
| Note Receivable | 20,000 | - | | | 20,000 |
| Royalty Receivable | - | 58 | | | 58 |
| _________ | _________ | | | _________ |
| Total Current Assets | 23,251 | 3,554 | | | 26,805 |
| Property and Equipment, Net | 208,352 | - | | | 208,352 |
| Other Assets | | | | | |
| Deposits | 1,717 | - | | | 1,717 |
| _________ | _________ | | | _________ |
| Total Other Assets | 1,717 | - | | | 1,717 |
| _________ | _________ | | | _________ |
| Total Assets | $ 233,320 | $ 3,554 | | | $ 236,874 |
| Liabilities and Stockholders' Equity | | | | | |
| Current Liabilities | | | | | |
| Accounts Payable & Accrued Expenses | $ 280,602 | $ 540 | | | $ 281,142 |
| Line of Credit | 25,135 | - | | | 25,135 |
| Unearned Revenue | - | 11,871 | | | 11,871 |
| Current Portion of Long-Term Debt | 595,000 | - | | | 595,000 |
| _________ | _________ | | | _________ |
| Total Current Liabilities | 900,737 | 12,411 | | | 913,148 |
| Long-Term Liabilities | | | | | |
| Convertible Bonds | 365,000 | - | | | 365,000 |
| Notes Payable | 680,931 | - | | | 680,931 |
| Less: Current Portion of Long-Term Debt | (595,000) | - | | | (595,000) |
| _________ | _________ | | | _________ |
| Total Long-Term Liabilities | 450,931 | - | | | 450,931 |
| Stockholders' Equity | | | | | |
| Preferred Stock, authorized 5,000,000 shares, $.001 par value, no shares issued and outstanding | - | - | | | - |
| Common Stock, authorized 50,000,000 shares, $.001 par value, 12,700,000 shares issued and outstanding | 12 | 11,300 | | 1,388 | 12,700 |
| Additional Paid in Capital | 26,091 | 91,200 | 112,745 | | 4,546 |
| Retained Earnings | (1,144,451) | (111,357) | | 111,357 | (1,144,451) |
| _________ | _________ | | | _________ |
| Total Stockholders Equity | (1,118,348) | (8,857) | | | (1,127,205) |
| _________ | _________ | | | _________ |
| Total Liabilities and Stockholders Equity | $ 233,320 | $ 3,554 | | | $ 236,874 |
FullCircle Registry, Inc.
Proforma Statement of Operations
| Full Circle Registry For January 1, 2002 Through | Excel Publishing For January 1, 2002 Through | Proforma Adjustments | | Proforma Consolidated Balance |
| March 31, 2002 | March 31, 2002 | DR | CR | March 31, 2002 |
| (unaudited) | (unaudited) | | | (unaudited) |
| Revenues | $ 3,211 | $ - | | | $ 3,211 |
| Costs of Goods Sold | - | - | | | - |
| _________ | _________ | | | _________ |
| Gross Profit (Loss) | 3,211 | - | | | 3,211 |
| Operating Expenses | | | | | |
| Selling, General & Administrative | 90,453 | - | | | 90,453 |
| _________ | _________ | | | _________ |
| Total Operating Expenses | (90,453) | - | | | 90,453 |
| _________ | _________ | | | _________ |
| Income (Loss) From Operations | (87,242) | - | | | (87,242) |
| Other Income (Expenses) | (8,618) | - | | | (8,618) |
| _________ | _________ | | | _________ |
| Net (Loss) | $ (95,860) | $ (1,221) | | | $ (97,081) |
FuliCircle Registry, Inc.
Proforma Statement of Operations
| Full Circle Registry For January 1, 2001 Through | Excel Publishing For January 1, 2001 Through | Proforma Adjustments | | Proforma Consolidated Balance |
| December 31, 2001 | December 31, 2001 | DR | CR | December 31, 2001 |
| (audited) | (audited) | | | (audited) |
| Revenues | $ 41,131 | $ 34,151 | | | $ 78,282 |
| Costs of Goods Sold | 20,687 | 47,876 | | | 68,563 |
| _________ | _________ | | | _________ |
| Gross Profit (Loss) | 20,444 | (10,725) | | | 9,719 |
| Operating Expenses | | | | | |
| Selling, General & Administrative | 365,458 | 47,876 | | | 413,334 |
| _________ | _________ | | | _________ |
| Total Operating Expenses | (365,458) | (47,876) | | | 413,334 |
| _________ | _________ | | | _________ |
| Income (Loss) From Operations | (345,014) | (58,601) | | | (403,615) |
| Other Income (Expenses) | (129,400) | (537) | | | (129,937) |
| _________ | _________ | | | _________ |
| Net (Loss) | $ (474,414) | $ (59,138) | | | $ (533,552) |
FullCircle Registry, Inc.
Notes to Pro Forma Consolidated Financial Statements
March 31, 2002
NOTE 1 - Summary of Transaction
On April 10, 2002, the Company completed an Agreement and Plan of Reorganization between Excel Publishing, Inc. a public Nevada corporation (Excel) (the Company) and FullCircle Registry, Inc. a private Delaware corporation (FullCircle). Pursuant to the plan, the Company issued 12,000,000 shares of common stock for all the outstanding stock of FullCircle, authorized a 1 for 15 reverse split and changed their name to FullCircle Registry, Inc. The reorganization was recorded as a reverse acquisition using the purchase method of accounting.
NOTE 2 - Management Assumptions
The pro forma consolidated balance sheet and statements of operations assumes that the entities were together as of December 31, 2001.
The pro forma consolidated balance sheet assumes the issuance of the 12,000,000 shares of stock, the reverse split of the 11,300,000 shares held by Excel's shareholders and the elimination of the retained deficit of Excel.
There are no proforma adjustments for the statement of operations.
