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 (Commission File No.) (IRS EmployerI.D. No.)
Jurisdiction)
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 SEC DESCRIPTION OF EXHIBIT
NUMBER REFERENCE
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, 2002 FULLCIRCLE REGISTRY, INC.
By: /s/ James A.Reskin
----------------------------------------
James A. Reskin,Chief Executive Officer
2
FULLCIRCLE REGISTRY, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000
3
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
4
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.
/s/ Chisholm & Associates
- ---------------------------
North Salt Lake, Utah
May 22, 2002
5
FULLCIRCLE REGISTRY, INC.
(A Development Stage Company)
Balance Sheets
FULLCIRCLE REGISTRY, INC.
(A Development Stage Company)
Balance Sheets
ASSETS
------
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.
6
FULLCIRCLE REGISTRY, INC.
(A Development Stage Company)
Balance Sheets (Continued)
LIABILITIES AND STOCKHOLDERS' EQUITY
- ---------------------------------------
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.
7
FULLCIRCLE REGISTRY, INC.
(A Development Stage Company)
Statements of Operations
For the From inception on
Year Ended January 20, 2000 to
December 31, 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.
8
FULLCIRCLE REGISTRY, INC.
(A Development Stage Company)
Statements of Stockholders' Equity
For the Period from Inception on January 20, 2000
Through December 31, 2001
Retained
Common Stock Paid-In Earnings
--------------
Shares Amount Capital (Deficit)
------ ------- -------- ------------
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.
9
FULLCIRCLE REGISTRY, INC.
(A Development Stage Company)
Statements of Cash Flows
For the From inception on
Year Ended January 20, 2000 to
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.
10
FULLCIRCLE REGISTRY, INC.
(A Development Stage Company)
Statements of Cash Flows (Continued)
For the From inception on
Year Ended January 20, 2000 to
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
11
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 From inception on
Year Ended January 20, 2000 to
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.
12
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,
----------------------
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 orinigally 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.
13
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
=========== ========
14
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.
15
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.
16
FULLCIRCLE REGISTRY, INC.
PROFORMA
CONSOLIDATED
FINANCIAL STATEMENTS
MARCH 31, 2002
17
FULLCIRCLE REGISTRY, INC.
Proforma Consolidated Balance Sheet
FullCircle Excel Proforma
Registry Publishing Proforma Consolidated
Balance Balance Adjustments 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 - 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
============= =========== ==========
18
FULLCIRCLE REGISTRY, INC.
Proforma Statement of Operations
Full Circle
Registry Excel Publishing Proforma
For January 1, 2002 For January 1, 2002 Proforma Consolidated
Through through Adjustments 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)
=============== =============== ==============
19
FULLCIRCLE REGISTRY, INC.
Proforma Statement of Operations
Full Circle
Registry Excel Publishing Proforma
For January 1, 2001 For January 1, 2001 Proforma Consolidated
Through through Adjustments Balance
December 31, 2001 December 31, 2001 DR CR December 31, 2001
---------------- ----------------- ------------ --------- --------------
(unaudited) (unaudited) (unaudited)
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)
================ ================ ==============
20
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.
21
July 9, 2002
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
We have read the statements of FullCircle Registry, Inc. (formerly Excel
Publishing, Inc.) pertaining to our firm included under Item 4 of Form 8-K dated
July 3, 2002 and agree with such statements as they pertain to our firm. We
have no basis to agree or disagree with other statements of the registrant
contained therein.
Sincerely,
/s/ Pritchett, Siler & Hardy, P.C.
- ---------------------------------------
PRITCHETT, SILER & HARDY, P.C.
22