SECURITIES AND EXCHANGE
COMMISSION  Washington, D.C. 20549  Form 10-KSB/A (Amendment No. 1)  Annual Report Pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934  For the fiscal year ended: December 31,
2007  For the transition period from
 to
_______________________  Commission file number
333-51918  FULLCIRCLE REGISTRY,
INC.(Name of small business issuer in its
charter)  Nevada

87-0653761(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer Identification
No.)161 Alpine Drive, Shelbyville,
Kentucky

40065(Address of principal executive
offices)

(Zip Code)  Issuer's telephone number (502)
410-4500  Securities registered under Section 12(b) of the Exchange
Act:  Title of each class

Name of each exchange on which registered  Securities registered under Section 12(g) of the Exchange
Act: (Title of class)(Title of
class)  Check whether the issuer
is not required to file reports pursuant to Section 13 or 15(d) of the Exchange
Act. o  Check whether the issuer
(1) filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes S     No £  Check if there is no
disclosure of delinquent filers in response to Item 405 of Regulation S-B
contained in this form, and no disclosure will be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. £   Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).   Yes £    No S  State issuer's revenues
for its most recent fiscal year.  $67,303  State the aggregate
market value of the voting and non-voting common equity held by non-affiliates
computed by reference to the price at which the common equity was sold, or the
average bid and asked price of such common equity, as of a specified date within
the past 60 days. (See definition of affiliate in Rule 12b-2 of the Exchange
Act.)  $2,224,493 based on
52,341,027 shares of common stock at $0.0425 per share  State the number of
shares outstanding of each of the issuer's classes of common equity, as of the
latest practicable date. 71,696,906 Class A common shares and 20,000 Class A
preferred shares as of December 31, 2007  DOCUMENTS INCORPORATED BY REFERENCE  No documents are
incorporated herein by reference.  Transitional Small
Business Issuer Format   Yes  £     No  S  2   EXPLANATORY
NOTE  This Amendment No.1 on
Form 10-KSB/A to the Annual Report on Form 10-KSB for the year ended December
31, 2007 of the Registrant which was filed with the Securities Exchange
Commission on May 12, 2008 (the Original Filing) is being filed to amend or
include certain disclosure contained in Item 8A. Controls and Procedures, Item
8T. Managements Report on Internal Control Over Financial Reporting, and in the
certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  Pursuant to Rule 12b-15
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this
Amendment No. 1 amends Item 8A in its entirety and contains new certifications
pursuant to Rules 13a-14 and 15d-14 under the Exchange Act and Section 302 of
the Sarbanes-Oxley Act of 2002. No other information in the Original Filing is
amended hereby. This amendment does not have any impact on our audited
consolidated financial statements for the fiscal year ended December 31, 2007 or
the notes thereto contained in the Original Filing. This Form 10-KSB/A continues
to describe conditions as of the date of the Original Filing, and accordingly,
the Company has not updated the disclosures contained herein to reflect events
that occurred at a later date.  ITEM 8A.  Controls and
Procedures.  Pursuant to Rule
13a-15(b) under the Securities Exchange Act of 1934 (Exchange Act), the
Company carried out a formal evaluation of the effectiveness of the Companys
disclosure controls and procedures (as defined under Rule 13a-15(e) under the
Exchange Act) as of the end of the period covered by this report. The Companys
CEO and CFO has concluded that the Companys disclosure controls and procedures
are effective to ensure that information required to be disclosed by the Company
in the reports that the Company files or submits under the Exchange Act, is
recorded, processed, summarized and reported, within the time periods specified
in the SECs rules and forms, and that such information is accumulated and
communicated to the Companys management, to allow timely decisions regarding
required disclosure.  Our internal controls
over financial reporting are designed by, or under the supervision of, our Chief
Executive Officer and Chief Financial Officer, or persons performing similar
functions, and effected by our board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. Our
internal control over financial reporting includes those policies and procedures
that:  · Pertain to the
maintenance of records that in reasonable detail accurately and fairly reflect
the transactions and dispositions of our assets.  · Provide reasonable
assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting
principles, and that our receipts and expenditures are being made only in
accordance with authorizations of our management and directors; and  · Provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of our assets that could have a material effect on the
financial statements.  3   Item
8A(T).  Managements Report on Internal Control Over Financial
Reporting.  Our Chief Executive
Officer, who also acts in the capacity of Chief Financial Officer, is
responsible to design or supervise a process to be effected by our board of
directors that provides reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles.  The
policies and procedures include:  · Maintenance of records
in reasonable detail to accurately and fairly reflect the transactions and
dispositions of assets,  · Reasonable assurance
that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that
receipts and expenditures are being made only in accordance with authorizations
of management and directors, and  · Reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use or
disposition of assets that could have a material effect on our financial
statements.  In connection with the
preparation of this Annual Report on Form 10-KSB for the year ended December 31,
2007, management, with the participation of our Chief Executive Officer and
Chief Financial Officer, has evaluated the effectiveness of our internal
controls over financial reporting, pursuant to Rule 13a-15 under the Exchange
Act. Our Chief Executive Officer and Chief Financial Officer have concluded that
the design and operation of our internal controls and procedures are effective
as of December 31, 2007. Our management has also determined that there were no
significant changes in our internal controls over financial reporting that
occurred during the fourth fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal controls over financial
reporting.  This annual report does
not include an attestation report of our registered public accounting firm
regarding internal control over financial reporting.  Our managements
report was not subject to attestation by our registered public accounting firm
pursuant to temporary rules of the SEC that permit the company to provide only
managements report in this annual report.  4   SIGNATURES   In accordance with the
requirements of the Exchange Act, the registrant caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.   Date:  August 29, 2008  FullCircle Registry, Inc.   By:  /s/ Norman L.
Frohreich Norman L. Frohreich President  In accordance with the
Exchange Act, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.   Date:  August 29, 2008 By: /s/ Issac Boutwell Isaac Boutwell Director   Date:  August 29, 2008 By:/s/ David E. Allen David E. Allen Director   Date:   August 29, 2008 By: /s/ Norman L. Frohreich Normal L. Frohreich Director  5