UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
            [ X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES AND EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
                                       or
          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                          Commission File No. 333-51918

                            FULLCIRCLE REGISTRY, INC.
              (Exact name of small business issuer in its charter)

                State of Nevada                 87-0653761
               (State of or other           (IRS Employer Identification No.)
                jurisdiction
                of incorporation or
                organization)

         2310 PNC Plaza, Louisville, Kentucky                 40202
         -------------------------------------                -----
         (Address of Principal Executive Officers)           (Zip Code)

                    Issuer's telephone number: (502) 540-5112

   Securities registered pursuant to Section 12(b) of the Exchange Act: None.
                                                                        -----

      Securities registered pursuant to Section 12(g) of the Exchange Act:

                              Common Capital Stock
                                (Title of Class)

         Indicate by check mark whether the issuer (1) filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 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 [X] No [ ]

         Indicate by check mark if there is no disclosure of delinquent filers
in response to Item 405 of Regulation S-B is not 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. [X]

         Issuer's revenues for its most recent fiscal year were $221,321.

         The aggregate market value of the voting stock held by non-affiliates
of the Registrant as of April 10, 2003 was $4,410,098 based on the average bid
and asked price of $.50 per share as of that date.

         As of March 31, 2003, the Issuer had 22,526,030 shares outstanding of
the Common Stock ($0.001 par value) and no shares outstanding of the Preferred
Stock ($0.001 par value).
<PAGE>
PART  I

  Item  1.    Description of Business
  Item  2.    Description of Properties
  Item  3.    Legal  Proceedings
  Item  4.    Submission of Matters to a Vote of Security Holders

PART  II

  Item  5.    Market for Common Equity and Related Stockholder Matters
  Item  6.    Management's Discussion and Analysis of Financial Condition
              and Results of Operations
  Item  7.    Financial  Statements
  Item  8.    Changes in and Disagreements With Accountants on Accounting
              and Financial Disclosure

PART  III

  Item  9.    Directors  and  Executive  Officers,  Promoters  and  Control
              Persons; Compliance With Section 16(a) of the Exchange Act
  Item  10.   Executive  Compensation
  Item  11    Security Ownership of Certain Beneficial Owners and Management
  Item  12.   Certain  Relationships  and  Related  Transactions
  Item  13.   Exhibits  and  Reports  on  Form  8-K
  Item 14.    Controls and Procedures.

SIGNATURES

FINANCIAL  STATEMENTS

FINANCIAL  STATEMENT  SCHEDULE

EXHIBITS

                           Forward-Looking Statements

In addition to historical information, this Annual Report on Form 10-KSB
contains forward-looking statements that involve risks and uncertainties that
could cause actual results to differ materially. Factors that might cause or
contribute to such differences include, but are not limited to, those discussed
in the section entitled "Management's Discussion and Analysis of Financial
Condition and Results of Operations-Factors That May Affect Future Results of
Operations." You should carefully review the risks described in other documents
we file from time to time with the Securities and Exchange Commission, including
the Quarterly Reports on Form 10-QSB to be filed in 2003. When used in this
report, the words "expects," "anticipates," "intends," "plans," "believes,"
"seeks," "targets," "estimates," and similar expressions are generally intended
to identify forward-looking statements. You should not place undue reliance on
the forward-looking statements, which speak only as of the date of this Annual
Report on Form 10-KSB. We undertake no obligation to publicly release any
revisions to the forward-looking statements or reflect events or circumstances
after the date of this document.
<PAGE>
Estimates of future financial results are inherently unreliable.

From time to time, representatives of the Company may make public predictions or
forecasts regarding the Company's future results, including estimates regarding
future revenues, expense levels, earnings or earnings from operations. Any
forecast regarding the Company's future performance reflects various
assumptions. These assumptions are subject to significant uncertainties, and, as
a matter of course, many of them will prove to be incorrect. Further, the
achievement of any forecast depends on numerous factors (including those
described in this discussion), many of which are beyond the Company's control.
As a result, there can be no assurance that the Company's performance will be
consistent with any management forecasts or that the variation from such
forecasts will not be material and adverse. Investors are cautioned not to base
their entire analysis of the Company's business and prospects upon isolated
predictions, but instead are encouraged to utilize the entire available mix of
historical and forward-looking information made available by the Company, and
other information affecting the Company and its products, when evaluating the
Company's prospective results of operations.

In addition, representatives of the Company may occasionally comment publicly on
the perceived reasonableness of published reports by independent analysts
regarding the Company's projected future performance. Such comments should not
be interpreted as an endorsement or adoption of any given estimate or range of
estimates or the assumptions and methodologies upon which such estimates are
based. Undue reliance should not be placed on any comments regarding the
conformity, or lack thereof, of any independent estimates with the Company's own
present expectations regarding its future results of operations. The
methodologies employed by the Company in arriving at its own internal
projections and the approaches taken by independent analysts in making their
estimates are likely different in many significant respects. Although the
Company may presently perceive a given estimate to be reasonable, changes in the
Company's business, market conditions or the general economic climate may have
varying effects on the results obtained through the use of differing analyses
and assumptions. The Company expressly disclaims any continuing responsibility
to advise analysts or the public markets of its view regarding the current
accuracy of the published estimates of outside analysts. Persons relying on such
estimates should pursue their own independent investigation and analysis of
their accuracy and the reasonableness of the assumptions on which they are
based.


<PAGE>
                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

History

Our current business began with the formation of FullCircle Registry, Inc., a
Nevada corporation, in 1991. Founder Steven Whitten (who is currently our Chief
Executive Officer and a director) conceived of a company that would provide
customers with secure storage and immediate access to their critical medical
records, wishes (living will, do not resuscitate, etc.) and emergency contact
information. FullCircle would obtain the customers' information, providing them
with a user identification and PIN that is required to access the information.
Customers can contact FullCircle's Emergency Response Personnel, who can make
the information available to the consumer electronically through the internet,
by mail, fax, and even courier, anywhere in the world, 24 hours a day, 7 days a
week.

The Merger

On April 10, 2002, we entered into a Plan and Agreement of Reorganization with
FullCircle Registry, Inc. which became effective on April 17, 2002. Prior to
April 10, 2002 we operated under the name, Excel Publishing, Inc. We were a
publishing company until our merger with FullCircle Registry. The Plan and
Agreement of Reorganization provided for a share exchange in which shareholders
of FullCircle Registry received 12,000,000 shares of Excel Publishing for all of
the issued and outstanding shares of common stock of FullCircle Registry. The
shares were offered by us in reliance on the exemption from registration
provided by Rule 506 of Regulation D. The Plan and Agreement of Reorganization
provided further that, after we had acquired all of the outstanding stock of
FullCircle Registry, we would effect a merger of FullCircle Registry into our
company. On April 17, 2002 we filed an Amendment to Articles of Incorporation
with the State of Nevada changing our name from Excel Publishing, Inc. to
FullCircle Registry, Inc.

On October 10, 2002, we entered into a Plan and Agreement of Reorganization with
Paradigm Solutions Group, LLC, a Delaware limited liability company which became
effective on October 25, 2002. The Plan and Agreement of Reorganization provided
for a share exchange in which we offered shareholders of Paradigm Solutions
Group 6,000,000 shares of our common stock in exchange for the 3,000 issued and
outstanding shares of Paradigm Solutions Group common stock. The shares were
offered by us in reliance on the exemption from registration provided by Rule
506 of Regulation D. The Plan and Agreement of Reorganization provided further
that, after we had acquired all of the outstanding stock of Paradigm Solutions
Group, we would effect a merger of Paradigm Solutions Group into our company.

Operations

Subscribers join FullCircle by completing a simple, one page enrollment form
that includes the primary subscriber's name and address, along with the names of
his or her spouse and children to be included if a family membership is
purchased, and payment information. Payment options include payroll deduction,
if FullCircle is offered by an employer, and no payment information is requested
if it is an included prepaid benefit. When FullCircle receives the enrollment
form, unique User ID's and Personal Identification Numbers ("PIN's") are
assigned to each subscriber together with unique User ID's and PIN's for each
family member. A complete membership package is generated and immediately mailed
directly to the subscriber. This package contains a wallet-size ID Card for each
member with the unique User ID and PIN for that member and all instructions and

                                       4
<PAGE>
all forms needed for membership including medical history and emergency contact
questionnaires, the BrightStar emergency identification tools and forms to
create the appropriate advanced directives (such as living wills) for the
applicable state. The subscriber and/or family members complete the documents
and return them in the postage paid envelopes provided to them.
When the completed documents are received by FullCircle, they are immediately
scanned into a secure electronic database, linked to the customer's assigned
User ID and PIN, and the service is activated. In addition, customers may store
legal and other documents using the Company's "Electronic Safe Deposit Box"
feature. These additional documents are also linked to the member's User ID and
PIN, but require an additional password, known only to the member, to be
accessed. Once activation occurs, members or emergency medical personnel acting
in an emergency can access the appropriate information and documents by using
the customer's ID Card directly via the internet or by calling FullCircle's
Emergency Response Personnel 24-hours a day. Upon security verification, our
Emergency Response Personnel can provide direction to the FullCircle website
and/or immediately send the documents via fax, mail or courier. Members
accessing personal information and stored documents in their "Electronic Safe
Deposit Box" must use their assigned User ID and PIN along with their password.

Call Center

Our call center operates 24 hours a day, seven days a week to process emergency
calls and provides access to information and documents to members, emergency
personnel, or the authorities as applicable. FullCircle personnel handle all
calls between 9:00 AM and 5:00 PM Monday through Friday. We contract with Answer
Xact to handle all after-hours and weekend calls. The contract with Answer Xact
is on a 30 day basis, renewable from month to month. We provide extensive
training for all call center staff and have implemented a strict protocol that
must be followed.

Security

Our security system includes designs, methodology and systems to prevent
intrusion both to the physical space where documents, records and systems are
stored as well as the virtual space where images and other data are stored. In
each case, the system balances reasonable access against appropriate levels of
security so that the system can be claimed to be virtually impenetrable while
still allowing reasonably convenient access in fulfillment of the promise of
making emergency information immediately accessible to the needs of our
customers. Customer information is stored in both paper and digital form in an
ultra-secure, access controlled environment with 24-hour video surveillance,
motion detectors, and numerous other security measures. Visitors to our
operations center have to pass five video cameras, with the last video camera
requiring identification by a staff member, prior to being granted access to the
outer office. Direct access to the further secured document storage and
retrieval area is limited to only a few individuals. Hardcopies and originals of
all documents are catalogued and stored for immediate access as a backup in the
event the computer system goes down.

FullCircle's computer system is contained in its own autonomous network behind
multiple layers of hardware-based and software-based firewalls allowing only
authorized Internet traffic to access the system. The system utilizes multiple
layering of passwords and all transmissions use the high level of 128 bit Secure
Socket Layer encryption. Access to the network is routed through the firewalls
into one of the primary processing computers set up with multiple processors,
redundant services including RAID 5 hard drive arrays, redundant power,

                                       5
<PAGE>
auto-loading backups, and multi-homed internet connectivity. The computers and
network are monitored offsite, 24 hours a day to insure accessibility.

Brightstar Photo ID Registry

In the event of a missing or abducted person or child, FullCircle Registry's
BrightStar Photo ID Kit provides police and other authorities with instant
access to key identification data. This critical information is stored on a
secure server and aids police in properly identifying missing or abducted
persons, especially during the most critical first minutes.

The BrightStar Photo ID Kit incorporates all five identification elements as
recommended by the National Center for Missing and Exploited Children and
includes: member data; descriptive information, a color photograph (which can be
updated on our system as necessary); an identifying marks chart, fingerprint
chart, dental records, as well as friend and family contact information.

FullCircle Registry makes this information available immediately worldwide, 24
hours a day, 7 days a week, via access through its website or toll-free
telephone number.

Medical Reimbursement Plans

Through our wholly-owned subsidiary, Paradigm Solutions Group, LLC, we offer the
HealthIER Plan, a medical reimbursement plan under Section 105(b) of the
Internal Revenue Code of 1986. The HealthiER Plan is designed to offer
tax-saving benefits to client-companies by allowing them to take advantage of
the health care cost reimbursement provisions of the Internal Revenue Code.
Payments made to employees under the HealthIER Plan are exempt from taxable
income under the Internal Revenue Code. An employer-funded Smart Card for
employee cardholders can be made available to pay for qualifying medical
expenses. Employees then submit their receipts to verify the medical expenses
incurred.

We have engaged Katten Muchin Zavis Rosenman to render an opinion that the
HealthIER Plan should qualify as a medical care reimbursement plan under Section
105(b) of the Internal Revenue Code of 1986, as amended, and that the HealthIER
Plan should be a health reimbursement arrangement where the amounts properly
paid to eligible employees covered by the HealthIER Plan should be excludable
from taxable income under the Internal Revenue Code of 1986. The opinion and the
success of the HealthIER Plan must be viewed in light of the applicable
provisions of the Internal Revenue Code of 1986, the Employee Retirement Income
Security Act of 1974, as each is amended, and the regulations under each of
these sets of laws generally. Presently, there are no statutes, judicial cases,
U.S. Department of Labor rulings, IRS rulings or other binding authority
directly addressing all of the issues raised in the implementation and
maintenance of our plan. Therefore the opinion is necessarily based on a
reasoned interpretation of the existing legal authorities. If either the
Internal Revenue Code of 1986 or the Employee Retirement Income Security Act of
1974 is amended, we will work to try to ensure that the HealthIER Plan meets all
the changes or new interpretations.

Business Strategy

Our strategic goal is to establish FullCircle Registry as the premier emergency
document and information management company and the HealthIER Plan as the
preeminent medical reimbursement plan. To accomplish these goals, FullCircle has
entered into several reseller agreements with corporate and institutional

                                       6
<PAGE>
organizations, including Fortune 100 companies, insurance agencies, and
non-profit organizations to provide our bundled services to their employees and
customers. Additionally, we continue to recruit sales representatives with a lot
of existing contacts , who are trained and tested to qualify to sell our
HealthIER Plan.

Pricing

A basic individual membership in FullCircle Registry is priced at $99.00. A
basic family membership is priced at $129.00, which includes a family of seven
in the same household, as well as students away at college. Aging parents are
also included, if they live in the same household.

FullCircle Registry has established special pricing structures for affinity
groups, associations, and medical advocacy groups.

FullCircle Registry has entered into a number of wholesale agreements whereby
membership in FullCircle Registry is included as part of employee benefit
packages, and into other arrangements whereby membership is included as part of
the total benefit packages provided through health care cards.

The HealthIER Plan and other health reimbursement plans offered by Paradigm
Solutions Group, LLC, are intended to be ERISA-compliant medical expense
reimbursement accident and health plans. ERISA requires that fees charged in
conjunction with such plans pass a test of reasonableness, and Paradigm
Solutions Group believes that the HealthIER Plan passes such test. In addition
to administrative costs commensurate with legal compliance, fulfillment, and
sales fees, pricing includes the cost of ancillary benefits as may be
incorporated from time to time, including but not limited to, those provided
through FullCircle Registry and its contractors, as well as access fees charged
by Best Benefits for provider access. The fees charged are uniform from client
to client at any given time, but may be adjusted for clients in effect with
prior notice.

Expansion Plans

Marketing

We continue to purse a variety of opportunities whereby one or more of our
benefit components can be distributed through resellers on a stand-alone or
bundled basis.

FullCircle Registry membership greatly compliments various other products for
which there is existing distribution in place. Examples of existing bundled
product offerings are the automatic inclusion of FullCircle Registry membership
as value-added service alongside medical reimbursement plans (both the HealthIER
Plan, offered by Paradigm Solutions Group, LLC and the 105 Plan, now in the
offing with Superior Solutions Group, LLC) and health care cards (including
those offered by independent contractors Wellness Premium Plus, Good Health,
LLC, and Wellness Benefits Group).

Negotiations for other reseller agreements are ongoing. One such opportunity is
the incorporation of FullCircle Registry member benefits with electronic
emergency alert systems. Through global positioning systems (GPS) there is a
large market in both home-based and hand-held devices. These devices, in the
event of an emergency, pinpoint the exact location of persons in need and alert
emergency personnel as to their whereabouts. FullCircle Registry, as an
emergency information retrieval service, is an obvious fit as a companion
benefit, enabling emergency personnel to access vital medical history, contact
data, advance directives, and other information, such as fingerprints and dental

                                       7
<PAGE>
records for positive identification. This lifesaving information is delivered
expediently via the Internet, fax, or courier.

Sales

We currently have 90 independent salespeople and will continue to recruit and
train additional salespeople in targeted geographically areas. Recruiting and
training incentives are provided to productive, certified representatives,
creating an opportunity for them to earn the privilege of managing other
salespeople and increase income.

Infrastructure

A contract with Superior Solutions Group, LLC gives us the capacity to support
large-scale growth. Superior Solutions has developed and maintains Paradigm
Solutions Group's proprietary software for all data storage and automated
administrative support associated with health reimbursement plans, such as
billings and commissions, as well as on-line access by sales representatives,
prospects and customers. Superior Solutions continues to program additional
software components and provide maintenance of a robust, secured Virtual Private
Network server, with data storage capacity sufficient to handle millions of
customers.

Acquisitions

FullCircle Registry has recently acquired certain technologies that are designed
to give it competitive advantages.

Ask.Physicians.com is a web forum for questions, answers and discussion of
medical and health related issues. It is offered either on a stand-alone or
bundled basis to employees, members of affinity groups, and the public.

By providing straightforward answers to medical questions in a confidential
environment, AskPhysicians.com provides personalized information directly from
board-certified or board-eligible physicians, via the Internet, in the privacy
of a member's home or office. In addition, members may search through the forums
to view previous member postings and physician responses within a selected
category. They may also research the expansive medical libraries to study health
issues on their own.

By providing individual members access to these essential medical tools,
FullCircle Registry helps employers avoid the loss of valuable production hours
spent at the Doctor's office. Additionally, through use of the medical advice
and information provided by the doctors at AskPhysicians.com, rising health care
costs can be significantly reduced by lessening employees' reliance upon more
costly doctors' office visits.

Spoken Data is a text-to-voice service that will allow emergency personnel to
access certain medical and emergency information that the member deems critical
in the event of an emergency. Medical conditions, drug allergies, blood type,
family contact information, current medications or any other pertinent
information can be made available via telephone to assist emergency personnel in
their efforts to treat FullCircle Registry members. Spoken Data allows the
verbal conveyance of critical information while maintaining our company's
philosophy of no human interaction with the data.

We will develop implementation strategies over the next several months and will
continue to acquire programs and technology that can keep us ahead of the
competition.

                                       8
<PAGE>
Marketing Strategy

FullCircle has clearly-defined target markets:

EMPLOYEE BENEFITS. We sell our services to employers as an enhancement to their
existing employee benefit offerings, including employer-paid benefits, voluntary
employee-paid benefits, and company-endorsed direct purchase options. Marketing
efforts target both large and small employers and service providers and have
resulted in relationships with companies ranging from local printing companies
who are offering FullCircle as a voluntary payroll deducted benefit to a
regional funeral home operator that is providing FullCircle to its employees as
a paid benefit, to large companies who are making FullCircle available to
employees as a direct purchase option.

RESELLERS. We develop relationships with both large and small marketing
organizations for the resale of our services to their business and/or individual
clientele. Existing resellers include insurance agencies, affinity groups and
Internetbased wellness programs, as well as consumer-direct and multi-level
marketing organizations.

PROFESSIONALS. We develop relationships whereby professionals, such as CPAs,
insurance agents and physicians, refer our salespeople to their client or
patient base, respectively.

FUND RAISERS. We develop relationships with associations and organizations that
sell our service to their constituency and/or the public as a means of fund
raising. Non-profit organizations, associations, schools, churches and other
groups are in constant need of new and effective fundraising methods. When
offering FullCircle to their membership, constituency and/or donor base, an
organization is able to earn a commission on sales while providing a valuable
and much needed service. Existing fundraising agreements include national and
regional medical associations, schools, churches and support groups.

INDIVIDUALS IN NEED. Individual may find themselves at greater risk for the
kinds of medical or other emergencies that could be mitigated by our services.
Examples include: seniors, particularly those living alone or without family in
the vicinity; parents with young children or teenagers of driving age or
attending college; adults who are frequent travelers or who live alone; and
anyone with medical conditions, drug allergies or on medications that could
interfere with emergency treatment; amateur and professional athletes.

Suppliers

FullCircle Registry uses subcontractors in the provision of its services.
Fulfillment contractors prepare enrollment materials and member kits for a fee,
allowing predictability, accountability and efficiencies in our cost and
management of member services. Fulfillment contractors are bound by
confidentiality and the standards under the Health Insurance Portability and
Accountability Act of 1996 (HIPAA), as those regulations may be applicable to
our services. The receipt, scanning and processing of membership materials could
also be outsourced, should the demands of expansion require.

FullCircle Registry relies upon subcontractors to supply both our computer
equipment and the networking and connectivity which allows access to information
stored for our members.

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We have several suppliers upon whom we rely for the administration and
development of our HealthIER Plan. Kuhlmann Enterprises LLC has a 10--year,
non-exclusive contract with us, which was effective June 1, 2002, to provide
administrative services support and fulfillment for the HealthIER Plan.

We currently have contracts with ninety (90) independent salespeople, who
promote and sell our HealthIER Plan to employers nationwide.

Best Benefits provides nationwide dental, chiropractice, vision, hearing and
homeopathic networks. Best Benefits also provides mail-order vitamin and herbal
remedies, as well as an emergency travel benefit that includes guarantee of
payment for medical emergency treatment in foreign countries.

Superior Solutions Group, LLC currently supplies us with information technology
and proprietary software development for direct medical care expense
reimbursement by client-employers under our HealthIER Plan. Superior Solutions
Group is also in the process of working with FullCircle Registry to move their
database and website to aSuperior Solutions Group database and web servers. The
Superior Solutions Group servers in Indianapolis, Indiana will be the primary
servers, and mirrored servers will be located in Louisville, Kentucky.

Competition

There are numerous companies, both large and small, who address, with a wide
range of methodology, the need to access certain information in the event of an
emergency. These companies provide services that range from printing information
on bracelets to smart cards and implanted chips and tracking devices. FullCircle
believes that they have shortcomings compared to our product, such as the
limited amount of medical information that can be printed on a bracelet and the
lack of support infrastructure (primarily device readers) that render higher
technology solutions ineffective. Other companies offer telephonic and/or online
access to certain data with various levels of security and efficiency. Each of
these represents a form of competition. However, we do not believe that there
are currently any competing businesses that provide the full range of services,
flexibility, security and support infrastructure provided by FullCircle.

o        Advance Directives. Competitors could include, but not be limited to,
         LastRights.org, Right to Die, and Die with Dignity.
o        Medical Registry.  Competitors could include, but not be limited to,
         Medifile, MedicAlert, MyOnlineMedicalRecord.com, EMSfile, and
         MedRecordsWeb.com
o        Missing Person Identification Service. Competitors could include,
         but not be limited to, Amber Alert and Fingerprint America.
o        Digital Safe Deposit Box.  Competitors could include, but not be
         limited to, Mnempolis and FleetBoston Financial Corp.
o        Personal Contact Information Storage.  Competitors could include, but
         not be limited to, HealthTracer.
o        On-line Physician Question and Answer Forum and Medical Data Look-up.
         Competitors could include, but not be limited to, WebMD and various
         "Nurse Hotline" services.
o        Health Reimbursement Plans.  Competitors could include, but not be
         limited to, any number of insurance carriers or administrators
         (including those that are in-house, carrier-owned or independently
         owned), which either administer, or have existing infrastructure that
         could be adapted to administer, the processing of receipts for non-

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         insured medical reimbursement or adjudicate claims for insured or
         self-funded group health coverage. Specifically, large insurance
         companies including, but not limited to, Aetna, Principal, Fortes,
         Trustmark and Humana, currently offer, or may offer, non-insured
         medical reimbursement below the threshold of a high deductible
         insurance plan. In addition, certain insurance companies, including,
         but not limited to Principal, Fortes, American Republic and Trustmark,
         offer, or may offer, medical savings account-qualified insurance
         products to groups or self-employed individuals. In addition,
         insurance companies that provide premium-only cafeteria plan documents
         and administrative assistance at no cost in exchange for the sale of
         their voluntary products, including, but not limited to, Aflac,
         Colonial and American Heritage, while not in direct competition for
         medical reimbursement, could be perceived by employers as achieving
         the same or similar tax savings as employer-sponsored, non-insured
         medical reimbursement.

In another arena, "Health Reimbursement Arrangements" (HRAs) offered by
insurance companies, including, but not limited to, Principal, Trustmark and
Humana, could appear to be the same as the HealthIER Plan. However, while
HealthIER Plan can serve as an HRA, an HRA, per se, cannot achieve the same tax
savings as HealthIER Plan.

Intellectual Property

On December 10, 2002, the United States Patent and Trademark Office issued us a
registered trademark for FullCircle. The registration number is 2658050.
Additionally, we hold numerous other trademarks under common law, including:

         1. Collar I.D. Pet Registry;
         2. Paradigm Solutions Group;
         3. HealthIER Plan;
         4. Superior Solutions Group Section 105 Plan;
         5. SSG Medical Reimbursement Plan;
         6. Brightstar Photo I.D. Registry;
         7. "Lighting the way for missing persons";
         8. "Seconds matter in an emergency";
         9. "Information is useless , until you need it. Now."; and
         10. "Lifesaving e-convenience and peace of mind."

for which we may seek registration with the US Patent and Trademark Office.

We have developed proprietary software for the administrative support of health
reimbursement plans, billing, commissions, general corporate accounting, and
client-firm payroll integration. We have proprietary information, including
internal marketing plans and methodology and trade secrets, and we claim
copyrights on all published materials, developed for both internal and external
distribution. We enter into confidentiality agreements with employees,
consultants and sales agents who might have access to proprietary information.
We have taken steps to enforce our intellectual property rights including
prosecution of legal action where disclosure and/or misuse of confidential
information was threatened.

Employees

We currently have 98 persons working for us, of whom five are full-time
employees, three are full-time consultants (two in information technology and
one in investor relations) and 90 of which are independent sales representatives
(independent contractors) for Paradigm Solutions Group. Our independent sales
representatives must undergo extensive training, including curriculum studies, a

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75-question test that requires a perfect score, and field training prior to
soliciting customers on their own.

ITEM 2.           DESCRIPTION OF PROPERTIES

Our principal executive offices are located at 2350 PNC Plaza, Louisville,
Kentucky 40202, and our telephone number is (502) 540-5112. The facility is
utilized in the following manner:

o        administrative offices;
o        professional offices;
o        storage and warehousing; and
o        product development.

The facility consists of approximately 1,730 square feet of office and warehouse
space, leased for $2,739.17 per month in 2003 and $2,883.33 per month in 2004.
The lease expires on December 31, 2004. We believe that our existing facilities
are adequate for our current use.

ITEM 3.           LEGAL PROCEEDINGS

From time to time, we are a party to litigation or other legal proceedings that
we consider to be a part of the ordinary course of our business. We are not
involved currently in legal proceedings that could reasonably be expected to
have a material adverse effect on our business, prospects, financial condition
or results of operations. We may become involved in material legal proceedings
in the future.

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of our security holders during the fourth
quarter of 2002.


                                     PART II

ITEM 5.       MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Pursuant to the Bylaws of the Company, as amended, we are authorized to issue a
total of 50,000,000 shares of Common Stock, and 10,000,000 shares of Preferred
Stock. The Company does not currently have any shares of its Preferred Stock
outstanding.

Our common stock is traded on the Over-the-Counter Bulletin Board ("OTCBB")
under the symbol "FLCR". As of March 31, 2003, there were 22,526,030 shares of
the Company's Common Stock ($0.001 par value) issued and outstanding and 210,750
shares of Series A Preferred Stock ($0.001 par value) issued and outstanding.

On March 31, 2003, there were approximately 126 holders of record of our common
stock. Because many of such shares are held by brokers and other institutions on
behalf of stockholders, we are unable to estimate the total number of
stockholders represented by these record holders. The following table sets forth
the high and low sales price per share of our common stock.

                                       12
<PAGE>
                          High($)     Low ($)
                          ------      --------

    2002

Second Quarter             11.00       2.60
Third Quarter               2.50       1.01
Fourth Quarter              1.45       0.40
Fiscal Year                11.00       0.40

    2003

First Quarter               2.27       0.58

The quotations reflect interdealer prices without retail markup, markdown, or a
commission, and may not necessarily represent actual transactions.

We have paid no dividends on our common stock during the fiscal year ended
December 31, 2002, or during any period of the Company's existence.

The declaration of future dividends, whether in cash or in-kind, is within the
discretion of the Board of Directors and will depend upon business conditions,
our results of operations, our financial condition, and other factors.

Securities authorized for issuance under equity compensation plan:

We do not have any equity compensation plans.

Issuance of Restricted Securities:

On July 26, 2002, the Company issued 75,000 shares of its common stock in
exchange for 1,000,000 shares of Electro-Luminescent Technologies, Inc. The
shares were issued in a transaction exempt under Rule 506 of Regulation D
promulgated under Section 4(2) of the Securities Act of 1933, as amended.

On August 1, 2002, the Company issued to one entity consultant of the Company as
consideration for consulting services 30,000 shares of its common stock . The
shares were issued in a transaction exempt under Rule 506 of Regulation D
promulgated under Section 4(2) of the Securities Act of 1933, as amended.

On August 15, 2002, the Company sold 210,750 shares of Series A Preferred stock
to several private investors. The shares were issued in a transaction exempt
under Rule 506 of Regulation D promulgated under Section 4(2) of the Securities
Act of 1933, as amended.

On September 16, 2002, the Company issued to one entity consultant of the
Company as consideration for consulting services 25,000 shares of its common
stock . The shares were issued in a transaction exempt under Rule 506 of
Regulation D promulgated under Section 4(2) of the Securities Act of 1933, as
amended.

On October 24, 2002, the Company issued 6,000,000 shares of its common stock in
exchange for all of the issued and outstanding shares of Paradigm Solutions
Group, LLC. The shares were issued in a transaction exempt under Rule 506 of
Regulation D promulgated under Section 4(2) of the Securities Act of 1933, as
amended.

                                       13
<PAGE>
On October 24, 2002, the Company issued 210,000 shares of its common stock in
exchange for all of the issued and outstanding shares of Spoken Data. The shares
were issued in a transaction exempt under Rule 506 of Regulation D promulgated
under Section 4(2) of the Securities Act of 1933, as amended.

On December 18, 2002, the Company issued 414,000 shares of its common stock upon
the exercise of a warrant at an exercise price of $0.01 per share. The holder of
the warrant used cash as consideration for the exercise price. The issuance was
exempt from registration under Section 4(2) of the Securities Act of 1933, as
amended. The individual to whom the shares were issued had a pre-existing
relationship with the Company, was the president, chief executive officer, and
director of the Company, and had access to the same information as would be
included in a registration statement prepared by the Company.

On December 18, 2002, the Company issued 75,000 shares of its common stock to
employees as bonuses. The shares were issued in a transaction exempt under Rule
506 of Regulation D promulgated under Section 4(2) of the Securities Act of
1933, as amended.

On December 20, 2002, the Company sold 20,000 shares of its common stock, at a
price of $0.25 per share, to a private investor. The investor was an accredited
investor. The shares were issued in a transaction exempt under Rule 506 of
Regulation D promulgated under Section 4(2) of the Securities Act of 1933, as
amended.

On December 20, 2002, the Company issued to 2 individual consultants of the
Company as consideration for lobbying services 25,000 shares of its common
stock. The shares were issued in a transaction exempt under Rule 506 of
Regulation D promulgated under Section 4(2) of the Securities Act of 1933, as
amended.

On December 20, 2002, the Company issued 462,000 shares of its common stock in
exchange for all of the issued and outstanding shares of AskPhysician.com, Inc..
The shares were issued in a transaction exempt under Rule 506 of Regulation D
promulgated under Section 4(2) of the Securities Act of 1933, as amended.

ITEM 6.       MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion should be read in conjunction with the
consolidated financial statements and notes thereto.

In addition to historical information, this Annual Report on Form 10-KSB
contains forward-looking statements that involve risks and uncertainties that
could cause actual results to differ materially. These include statements about
our expectations, beliefs, intentions or strategies for the future, which are
indicated by words or phrases such as "anticipate," "expect," "intend," "plan,"
"will," "we believe," "the company believes," "management believes" and similar
words or phrases. The forward-looking statements are based on our current
expectations and are subject to certain risks, uncertainties and assumptions,
including factors set forth in the following discussion and in the discussions
under "Business." Our actual results could differ materially from results
anticipated in these forward-looking statements. All forward-looking statements
included in this document are based on information available to us on the date
hereof, and we assume no obligation to update any such forward-looking
statements.

                                       14
<PAGE>
The essence of FullCircle Registry member benefits is the secure electronic
storage of critical data so that both our members and emergency personnel may
immediately retrieve it anytime, anywhere. Prospective buyers perceive the
intrinsic value of FullCircle membership. Nevertheless, as with other purchases
that cause people to reflect upon their vulnerability and mortality, they tend
to procrastinate in buying memberships on a stand-alone basis.

Understanding this psychology, we are moving away from selling FullCircle
Registry memberships to individuals and groups on a stand-alone basis, and,
instead, are bundling our membership with products that are more
consumer-driven. While the lifesaving value of a FullCircle Registry membership
cannot be overstated, consumers are predisposed to buy products they perceive to
have immediate economic benefit. By aggressively bundling our services with
other products, we are able to covert FullCircle Registry memberships into
revenue, while providing our critical services to more people.

Often, joint marketing arrangements allow us to utilize the services of entire
sales forces at no cost to us. We can harness the momentum they already have,
and bring their sales volume to bear on ours, simply by including our
value-added memberships in the products they are already selling.

The identification and courting of these relationships, which, over time, can
greatly increase our customer base over selling memberships one-by-one, has been
the focus of management during the past several months. The first few joint
marketing arrangements have been consummated and are either beginning to or
expected to generate sales revenue during this fiscal year.

We are establishing these marketing alliances by contract, acquisition and
merger. In July 2002, we announced the acquisition of Electro-Luminescent
Technologies, Inc., which holds certain rights to develop and market
electroluminiscent lighting for safety-related purposes. This acquisition would
have required development and further research to fully expand the product and
marketing strategies, so we conveyed our interest into a new venture in which we
retain an interest and allowed that new venture to raise funds and focus on the
development, marketing, production and sales of those products. The new venture,
called GloTech Industries, Inc. recently had an initial public offering and is
traded on the Over-the-Counter Bulletin Board under the symbol "GTHI".

In August 2002, we announced a joint marketing arrangement with Paradigm
Solutions Group, LLC, which agreed to bundle FullCircle Registry memberships in
the administrative fees it charges to assist employers in implementing and
maintaining the HealthIER Plan. Paradigm Solutions Group, LLC promoted the sale
of a medical reimbursement arrangement to companies. This arrangement offers
certain tax advantages pursuant to Section 105 of the Internal Revenue Code. By
entering into a marketing plan to include memberships in FullCircle Registry,
Paradigm was able to market its plan as offering unique benefits that
distinguished it from other similar plans beginning their promotions. Since the
primary benefits of medical reimbursement arrangements are structured under the
Internal Revenue Code, plans must be similar by their nature to be compliant and
while the Paradigm Solutions Group offering used unique and proprietary
methodology, the inclusion of the bundled services allows it to claim a level of
uniqueness for maximum marketing effectiveness.

Likewise, Paradigm's health reimbursement plan, the HealthIER Plan, provides a
significant bundling opportunity for FullCircle Registry in the employee
benefits arena. HealthIER enables employers to achieve substantial tax savings
in the provision of group health coverage to their employees. Employees receive
additional benefits without paying for them. Enrollment in the HealthIER Plan
provides added benefits from FullCircle Registry at no cost to employees.

                                       15
<PAGE>
In October 2002, we announced the acquisition of Paradigm Solutions Group. We
determined that the value proposition of bundling the HealthIER Plan with
FullCircle Registry memberships was compelling and that owning both companies
made sense in terms of a joint-marketing effort and anticipated efficiencies in
the fulfillment and delivery of the combined products. This transaction was
reflected in our filing of a Form 8-K.

While the acquisition of Paradigm Solutions Group resulted in less initial sales
volume than originally anticipated due to IRS Revenue Rulings in the health
reimbursement arena, sales revenues are increasing and gaining momentum, based
upon a restructuring of the Paradigm reimbursement model to satisfy new IRS
guidance.

In December 2002, we announced the acquisition of AskPhysicians.com, Inc.
AskPhysicians.com operates a website where visitors can get basic information
and, for a fee, pose questions to board-certified physicians. While this service
does not replace traditional medical care, it offers a high-qulaity and
efficient way to inform consumers of treatment options; a service most
healthcare insurers currently provide using only nurses. We have the right to
offer this highly-desirable information service to consumers of our other
products at a reduced rate, both exposing them to the value of this service by
cross-marketing and providing another component to our bundled products and
services.

Discussion of Cash Flow and Operations

We have previously relied on financing from investors and other sources for cash
sufficient to sustain our operations. Without continued financing, including the
completion of funding for arrangements presently in place, we will not be able
to continue our operations with current overhead and expenses. Significant steps
will be required to reduce expenses and would limit our ability to continue our
pursuit of the business strategies we feel most likely will produce successful
growth and operations of our Company.

Compared to the previous year, our revenues increased to $221,321 for the fiscal
year ended December 31, 2002 from $41,131 for the fiscal year ended December 31,
2001.. Much of this increase came from sales of products of our subsidiary,
Paradigm Solutions Group. Costs of operations have grown as we attempt to
develop and execute marketing strategies that will create sustainable sales
volume. We have expended significant amounts of cash for reduction of debts
previously incurred, for advances and other costs for developing a sales force,
and for the continued development of our products, including legal fees to
ensure that our products will produce certain tax-advantaged results that
corporate purchasers rely upon in making a decision to purchase the HealthIER
Plan. Therefore, without a dramatic increase in sales, we must rely on financing
from other sources to continue operations.

We believe that revenue from sales will not only continue to grow but will
increase dramatically during 2003. We base this belief on the relationships
which have developed in the sales and marketing of our products. We believe that
continued refinements of the HealthIER Plan and working with our legal
counselors will insure the marketability of that plan on a wider scale, and that
certain customers who were reluctant to commit during 2002, based on uncertainty
about tax consequences, will enter into contracts to the extent that we can
offer assurance from independent counsel. We also believe that our mix of
benefits, including the core products of FullCircle Registry with the HealthIER
Plan, will allow us to compete favorably with anticipated competition from other
companies offering health expense reimbursement arrangements.

                                       16
<PAGE>
General and Administrative expenses, which includes operations, overhead and
other costs of operating our company, rose from $336,393 for the fiscal year
ended December 31, 2001 to $3,321,402 for the fiscal year ended December 31,
2002. In connection with financing from some of our existing shareholders, we
issued stock for investments and some of these transactions have been treated as
expenses. For fiscal year ending December 31, 2002, $1,839,625 of our general
and administrative expenses were attributable to stock issuances. This
represents greater than 50% of our total expenses. We expect to pursue and
obtain alternative sources of financing in the future to prevent large expense
expenditures. These expenses do not represent an expenditure of cash although it
does have an effect of dilution on the currently outstanding shares of common
stock. Additionally, a large percentage of these expenses represented salary and
commissions for the sale of our HealthIER Plan. It is likely that these costs
will remain about the same for this year as significant reductions might limit
our ability to continue the pursuit of sales.

Costs of operations have grown as we attempt to develop and execute our
marketing strategies to create sustainable sales. We have expended significant
amounts of cash for reduction of debts previously incurred, advances and other
costs for developing a sales force and continued development of our products
including legal fees to insure that our products will produce certain
tax-advantaged results that corporate purchasers rely upon in making a decision
to implement the HealthIER Plan.

One area of expenses relates to costs of developing a viable sales force.
Frequently, this includes advances against future commissions or salaries when
salespeople begin. While we anticipate that we will continue to expend cash to
develop our sales force, we also believe that this will result in significant
growth in revenues. Our cost of sales will decrease with additional future sales
as a result of commissions replacing advances and salaries of salespeople.
Therefore, we believe that our expenses measured against sales will decrease
allowing us to approach profitability.

Compared to the previous year, our net loss increased to $3,321,042 for fiscal
year 2002 from $474,414 in fiscal year 2001. This represents a loss of roughly
$.22 per share for fiscal year 2002 up from $.04 per share in fiscal year 2001
(adjusted for the weighted average number of shares outstanding in each year).
This reflects a significant increase in expenses. As discussed above,
significant expenses were attributable to issuances of stock to investors, and
efforts made to compensate starting salespeople, to develop marketing and other
strategic partnerships, and to market our product, all resulted in higher
expenses in the early stages of our business model. We expect that our
salespeople will generate greater revenue and reduce expenses in this fiscal
year, reducing our net loss. We anticipate that future revenues will be the
result of these efforts and we believe that our Company will eventually become
profitable. Notwithstanding this, we have not yet stabilized the expense
structure of our Company, primarily as a result of acquisitions and costs
relating to consolidation of marketing and operations, and we have not yet
reached a point in our sales cycle where sales are predictable with any degree
of reliability; therefore, we are not able to predict when the Company will
become profitable. More importantly, continued costs of development and
marketing, while necessary for the long-term success of our Company, could
result in larger, rather than smaller, losses in the foreseeable future.

                                       17
<PAGE>
Discussion of Capital Assets and Resources

Presently, we have nominal cash reserves and have had to rely on financing for
short-term cash-flow requirements. We have recently arranged financing which
should allow us to continue operations in a consistent manner for the next six
to nine months. If we need to obtain additional capital, no assurance can be
given that we will be able to obtain this capital on acceptable terms, if at
all. Without completion of the present financing arrangement, we will not have
sufficient cash to meet anticipated expenses. In the event we cannot raise
adequate financing, we may have to reduce the scope of our business activities
until other financing can be arranged.

The financing arrangement revolves around a Securities Purchase Agreement we
entered into with private investors on February 12, 2003 for the sale of (i)
$600,000 in convertible debentures and (ii) a warrants to buy 1,800,000 shares
of our common stock. The investors are obligated to provide us with the funds as
follows:

o        $200,000 was disbursed on February 12, 2003;

o        $200,000 will be disbursed within 10 days of filing a prospectus; and

o        $200,000 will be disbursed within 5 days of the effectiveness of the
         prospectus.

Accordingly, we have received a total of $200,000 pursuant to the Securities
Purchase Agreement.

The debentures bear interest at 12%, mature on one year from the date of
issuance, and are convertible into our common stock, at the investors' option,
at the lower of:

o        $0.75; or
o        50% of the average of the three lowest intraday trading prices for
         the common stock on a principal market for the 20 trading days
         before but not including the conversion date.

The full principal amount of the convertible debentures are due upon default
under the terms of convertible debentures. In addition, we have granted the
investors a security interest in substantially all of our assets and
intellectual property and registration rights.

The warrants are exercisable until seven years from the date of issuance at a
purchase price of $0.75 per share. In addition, the exercise price of the
warrants will be adjusted in the event we issue common stock at a price below
market, with the exception of any securities issued as of the date of the
warrant.

In the past, we have relied on loans from shareholders, but we do not believe
that those loans are available on a consistent basis in amounts and on terms
that insure our continued operations. Furthermore, a significant portion of our
assets is allocated to goodwill. While the value of these assets has been
estimated based on appropriate accounting methodology, we do not consider any of
these assets appropriate sources of cash, should liquidation become necessary.
Thus, while we have taken steps to insure the continued operation of our
business, we are not at a point where funding from operations allows us to
operating on a self-sustaining basis. Without significant cash reserves or hard
assets that may be sold, pledged or hypothecated, we are at a disadvantage when
seeking financing and we may be forced to accept financing on less than
favorable terms than those offered to a company with greater cash-flow or a more
significant asset base.

                                       18
<PAGE>
Discussion of Inflation and Other Factors

Presently, we pursue contracts for sales of our products with one-year duration
and some of our products are sold with no assurance of renewal. This allows us
to keep pricing flexible enough to reflect inflation or other costs that might
arise on a non-localized level. Our expenses are primarily related variable
costs (such as salaries and commissions), with only part of our costs fixed
(such as office rent and equipment rental). As a result, we have a greater
amount of flexibility and a commensurate exposure to increases relative to these
costs. This degree of control suggests that we have the ability to pass on
increased costs, but this ability is limited by the elasticity of the markets in
which we sell our products. If our markets prove to be rigid and make raising
prices difficult, we could be subject to increased costs from inflationary
pressure without any recourse to recoup these costs. At present, we are pursuing
pricing plans that we believe reflects the demands of the marketplace. In the
past, the impact from inflation and interest rates has not been significant.

RISK FACTORS

There are a number of factors that could cause actual results to differ
materially from those discussed in the forward-looking statements, including
those factors described below. Other factors not identified herein could also
have such an effect. Among the factors that could cause actual results to differ
materially from those discussed in the forward-looking statements are the
following:

Risks Relating to Our Business:

We Have a History Of Losses Which May Continue, Requiring Us To Seek
Additional Sources of Capital Which May Not Be Available, Requiring Us To
Curtail Or Cease Operations.

We incurred net losses of $3,321,042 for the year ended December 31, 2002 and
$474,414 for the year ended December 31, 2001. We cannot assure you that we can
achieve or sustain profitability on a quarterly or annual basis in the future.
If revenues grow more slowly than we anticipate, or if operating expenses exceed
our expectations or cannot be adjusted accordingly, we will continue to incur
losses. We will continue to incur losses until we are able to establish
significant sales of FullCircle Registry memberships and significantly increase
the number of HealthIER Plan participants. Our possible success is dependent
upon the successful development and marketing of our services and products, as
to which there is no assurance. Any future success that we might enjoy will
depend upon many factors, including factors out of our control or which cannot
be predicted at this time. These factors may include changes in or increased
levels of competition, including the entry of additional competitors and
increased success by existing competitors, changes in general economic
conditions, increases in operating costs, including costs of supplies, personnel
and equipment, reduced margins caused by competitive pressures and other
factors. These conditions may have a materially adverse effect upon us or may
force us to reduce or curtail operations.

If We Are Unable to Obtain Additional Funding Our Business Operations Will
be Harmed and If We Do Obtain Additional Financing Our Then Existing
Shareholders May Suffer Substantial Dilution.

We will require additional funds to sustain and expand our sales and marketing
activities, particularly if a well-financed competitor emerges. We anticipate
that we will require up to approximately $1,600,000 to fund our continued
operations for the next twelve months, depending on revenue from operations.

                                       19
<PAGE>
Additional capital will be required to effectively support the operations and to
otherwise implement our overall business strategy. There can be no assurance
that financing will be available in amounts or on terms acceptable to us, if at
all. The inability to obtain additional capital will restrict our ability to
grow and may reduce our ability to continue to conduct business operations. If
we are unable to obtain additional financing, we will likely be required to
curtail our marketing and development plans and possibly cease our operations.
Any additional equity financing may involve substantial dilution to our then
existing shareholders.

Our Independent Auditors Have Expressed Substantial Doubt About Our Ability
to Continue As a Going Concern, Which May Hinder Our Ability to Obtain Future
Financing.

In their report dated March 31, 2003, our independent auditors stated that our
financial statements for the year ended December 31, 2002 were prepared assuming
that we would continue as a going concern. Our ability to continue as a going
concern is an issue raised as a result of a loss for the year ended December 31,
2002 in the amount of $3,321,402. We continue to experience net operating
losses. Our ability to continue as a going concern is subject to our ability to
generate a profit and/or obtain necessary funding from outside sources,
including obtaining additional funding from the sale of our securities,
increasing sales or obtaining loans and grants from various financial
institutions where possible. Our continued net operating losses and
stockholders' deficit increases the difficulty in meeting such goals and there
can be no assurances that such methods will prove successful.

Our Industry Has Low Barriers to Entry For New Competitors, and Competition
Could Have a Material Adverse Effect on Our Financial Results.

While we believe that we are the only company that currently provides the broad
array of our services, several companies do compete against us in one or more of
our services, including living will storage, medical records retrieval, digital
document storage, child identification information, and medical reimbursement
plans. If one or more of these competitors combined and offered their services
on a bundled basis like we do, it could result in lost market share.
Additionally, since the barriers to entry in our industry are low, a competitor
may emerge with substantially greater managerial, engineering and technical
systems and/or have the ability to adapt more quickly to changes in the
industry. Lost market share will decrease our revenue and increase our marketing
costs, thereby lowering or eliminating our ability to make a profit and
increasing our losses.

A Significant Portion of Our Income Comes From Individual Purchases Not
Long-Term Contracts; As a Result, Our Revenue Is not Guaranteed From
Quarter-to-Quarter and We Cannot Always Operate Efficiently.

A large percentage of our customer base involves purchases from resellers and
the customers who purchase through the resellers do not enter into long-term
purchase orders or commitments. Therefore, a large number of cancellations and
non-renewals could exceed new subscribers, resulting in a loss of revenue. We
make significant decisions regarding staffing and component procurement,
personnel and resource requirements, and the level of business we seek and
accept based upon long-term estimates of our number of customers. The short-term
nature of our customers' commitments could result in large deviations from our
estimates, resulting in severe excesses or shortages in staffing and resources.
This makes it difficult for us to maximize our potential efficiency.


                                       20
<PAGE>
Our Computer System is Vulnerable to Being Hacked, Resulting in Loss of Customer
Confidence and Liability for Damages to Customers.

We employ a state-of-the-art computer system and security protections. However,
no computer system is 100% impenetrable. If our computer system does get hacked,
it could lead to incorrect or misinformation provided to customers and a loss of
confidence by our customers, who would stop using our services, leading to a
decrease in revenue and potential liability.

As a Result of the Sensitive Nature of Our Customers Documents and the Need for
Immediate Access, Mistakes Could Lead to Lawsuits Demanding Large Verdicts.

Our customers entrust us with sensitive medical documents, including advance
directives (living wills and do not resuscitate orders) and lists of
prescriptions, allergies, and medical conditions. A customer's inability to
access these documents on a moments notice, or the release of wrong information,
could result in serious injury or possible death. As a result, our company could
face huge amounts of liability for medical mistakes, serious injuries, and
death. While we have an insurance policy in the amount of $1,000,000, we cannot
be assured of full coverage or continuing coverage in the future. A large
settlement or monetary award against us could result in a loss of all or nearly
all of our assets or cause us to cease operations.

As a Result of Our Industry, We Need to Maintain Substantial Insurance
Coverage, Which Could Become Very Expensive or Have Limited Availability.

Our marketing and sale of products and services related to the medical and
emergency care fields creates an inherent risk of claims for liability. As a
result, we have secured and will continue to maintain insurance in amounts we
consider adequate to protect us from claims. We cannot, however, be assured to
have resources sufficient to satisfy liability claims in excess of policy limits
if required to do so. Also, there is no assurance that our insurance provider
will not drop our insurance or that our insurance rates will not substantially
rise in the future, resulting in increased costs to us or forcing us to either
pay higher premiums or reduce our coverage amounts which would result in
increased liability to claims.

Our HealthIER Plan, a Medical Reimbursement Plan, is Subject to Scrutiny, Which
Could Result in Audits of Customers and Challenges by the Internal Revenue
Service.

Our HealthIER Plan, a medical reimbursement plan, provides certain tax
advantages to employers and employees alike. The Internal Revenue Service could
decide to audit our customers, which could result in tax penalties and a loss of
that customer's business with us. Additionally, although we believe that our
HealthIER Plan complies with the necessary regulations, there is no guarantee
that the IRS will not challenge our plan as being non-compliant with the
exemptions provided. A negative ruling by the IRS could result in fines against
us or a termination of this part of our business.

Future Laws, Regulations, and Rulings Could Result in the Reduction or
Elimination of our HealthIER Plan Business.

As with any tax procedure, medical expense reimbursement plans may be impacted
by changes in the U. S. Tax Code and regulations promulgated thereunder, as well
as Internal Revenue Service Rulings, Private Letter Rulings, Revenue Procedures,
proposed regulations and an other interpretations of the Internal Revenue Code.
Future laws, regulations, or rulings could restrict or eliminate the exemption

                                       21
<PAGE>
in the law under which our HealthIER Plan operates, resulting in a reduction or
loss of our revenue from this part of our business.

ITEM 7.       FINANCIAL STATEMENTS

The response to this item is set forth at the end of this report.

ITEM 8.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
              FINANCIAL DISCLOSURE

On July 2, 2002, we dismissed Pritchett, Siler & Hardy, P.C. as our certifying
accountant. The change in certifying accountant was for the sake of convenience
to the Company and was approved by the Company's Board of Directors. There were
no disagreements with Pritchett, Siler & Hardy, P.C. on any matters of
accounting principle or practice, financial statement disclosure, or auditing
scope or procedure and the Company has no knowledge why any disagreements should
exist. For either of the past two years, Pritchett, Siler & Hardy, P.C.'s audit
reports did not contain any adverse opinion or disclaimer of opinion, and were
not modified as to uncertainty, audit scope, or accounting principles.

On July 2, 2002, we engaged Chisholm & Associates as our independent public
accountant. We did not previously consult with Chisholm & Associates regarding
any matter, including but not limited to:

o             the application of accounting principles to a specified
              transaction, either completed or proposed; or the type of audit
              opinion that might be rendered on the Company's financial
              statements; or
o             any matter that was either the subject matter of a disagreement
              (as defined in Item 304(a)(1)(iv) of Regulation S-B and the
              related instructions) or a reportable event (as defined in Item
              304(a)(1)(v) of Regulation S-B).

                                    PART III

ITEM 9.       DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
              COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Our executive officers, directors and key employees and their ages and their
respective positions with FullCircle Registry are as follows:

<TABLE>
<CAPTION>

    NAME                            AGE                       POSITION

<S>                                  <C>              <C>
Steven A. Whitten                    46               Chief Executive Officer and Director

W. Garriott Baker                    50               President and Chairman of the Board of
Directors

Trent Oakley                         44               Senior Vice President, Sales and Marketing and
Director

David Less                           44               Chief Information Officer

David E. Allen                       49               Director

                                       22
<PAGE>
Issac M. Boutwell                    70               Director

John M. Briungton                    49               Director

Myron Feinberg                       62               Director

Christopher E. Rhodes                49               Director

J. Matthew Skiles                    32               Director

Janice Whelan                        47               Director

Toby G. Wolcott                      58               Director

</TABLE>

The following is a brief description of each officer, director and key employee
listed above:

Steven A. Whitten, Chief Executive Officer and Director. Mr. Whitten has been
the Chief Executive Officer and a Director of FullCircle since April 2002. He is
the founder of Willrequest.com, Inc., the predecessor to FullCircle Registry and
has served as a director since 2000. Mr. Whitten was the Chief Executive Officer
of Willrequest.com from January 2000 until May 2000 when Willrequest.com became
FullCircle Registry. From May through November 2000, Mr. Whitten served as the
Chief Operations Officer of FullCircle Registry. From July through October 2001,
Mr. Whitten served as a sales manager for Chaz Concrete, LLC in Louisville,
Kentucky. From 1996 to 1999 he served as an independent environmental consultant
with numerous companies to ensure state and federal environmental compliance and
provided guidance for proper transportation, storage, and disposal of EPA
regulated hazardous waste. From 1994-1996 he was National Sales Manager,
Hazardous Waste Division C.I.W., Inc. Indianapolis, IN. From 1991-1994 he was
National Sales Manager, Hazardous Waste Division T.S.M.T., Joplin, MO.

W. Garriott Baker, President and Chairman of the Board of Directors. Mr. Baker
has been the President and Chairman of the Board of Directors since April 2003.
Prior to being named President of FullCircle Registry, Mr. Baker was the Presid
of Paradigm Solutions Group, LLC, a wholly-owned subsidiary of FullCircle
Registry, since November 2002. Prior to his appointment as President of Paradigm
Solutions Group, Mr. Baker served as Senior Vice President, Marketing and Sales
from July through October 2002, Regional Director from August 2001 through June
2002, and Managing General Agent from March through July 2001. Prior to joining
Paradigm Solutions Group in March 2001, Mr. Baker was the President of
BeneSOURCE Brokerage Services, Inc., a Las Vegas based insurance provider, from
January 1990 until March 2002. Mr. Baker has also previously worked for
Samaritan Health Plans, Central Reserve Life Insurance Company, Lone Star Life
Insurance Company, and TLC Associates.

Trent Oakley, Senior Vice President, Sales and Marketing and Director. Mr.
Oakley has been the Senior Vice President, Sales and Marketing for FullCircle
since April 2002 and a Director since April 2003. Prior to joining FullCircle,
Mr. Oakley was an independent marketing agent and sales manager for 10 years,
contracting his services to various insurance companies including Transamerica
Life, American United Life, and Guarantee Reserve Life. Mr. Oakley has also been
a sales manager with John Hancock Financial Services from 1985 to 1992 and a
marketing representative with Prudential Financial Services from 1993 to 1995.

                                       23
<PAGE>
David Less, Chief Information Officer. Mr. Less has been the Chief Information
Officer for FullCircle Registry since August 2002. Mr. Less is also a member of
Deed Rooms Services, a supplier of information services to the mortgage
industry, and has been a member since July 2001. Since July 1999, Mr. Less has
also been a member of SL & Consulting, providing human resource and employee
benefit management services. Mr. Less has also worked for Keane, Inc. from July
1997 through July 1999 and The Human Resource Team from July 1997 through
September 2000.

David E. Allen, Director. Mr. Allen was appointed a director of FullCircle
Registry in April 2003. Since 1978, Mr. Allen has been the owner and general
manager of Allen Air Conditioning and Heating.

Issac M. Boutwell, Director. Mr. Boutwell was elected a director of
FullCircle Registry in October 2002. Mr. Boutwell is the sole owner of two movie
theatres in Kentucky, The Movie Palace in Elizabethtown, and The Dixie Dozen in
Louisville, and has been an owner since 1980. Mr. Boutwell has also owned an
1800 acre commercial cattle ranch in Kentucky since 1982.

John M. Briungton, Director. Mr. Bruington was appointed a director of
FullCircle Registry in April 2003. Mr. Briungton is currently the Owner and
Director of Briungton-Jenkins-Sturgeon, Neurather & Underwood ana Schoppenhort,
and Underwood Funeral Homes in Kentucky, a position he has held since January
2001. From October 1997 until January 2001, Mr. Briungton was the Manager for
Jenkins Funeral Home.

Myron Feinberg, Director. Mr. Feinberg was appointed a director of
FullCircle Registry in April 2003. Mr. Feinberg has been the President of
American Employee Benefit Association, Inc. since December 1997. Currently, Mr.
Feinberg is also the Vice President of Marketing for LPI Companies, Inc. in
Miami, Florida. Mr. Feinberg is also a Certified Area Manager for Paradigm
Solutions Group, LLC, a FullCircle Registry subsidiary, a position he has held
since April 2002.

Christopher E. Rhodes, Director. Mr. Rhodes was elected a director of
FullCircle Registry in November 2002. Mr. Rhodes is currently the Senior
Vice-President of Operations for Paradigm Solutions Group, LLC, a wholly-owned
subsidiary of FullCircle Registry, a position he has held since July 2002. From
June 2000 until July 2002, Mr. Rhodes was the Chief Operations Officers for The
Redwood Group, LLC. From 1994-1996, Mr. Rhodes was a Regional Sales Manager for
CompuCom, and from 1998-2000 as a Professional Services Manager. Mr. Rhodes
worked as the General Manager for Pomeroy Computer Resources from 1996-1998.

J. Matthew Skiles, Director. Mr. Skiles was appointed a director of
FullCircle Registry in April 2003. Mr. Skiles is currently the Chief Financial
Officer of Benefits Management Consulting, LLC, a position he has held since
April 2003. From August 2001 until March 2003, Mr. Skiles was the manager of
Huth Thompson, LLP. From February 1999 until July 2001, Mr. Skiles was the
Controller and Chief Financial Officer of Atlas Excavating, Inc. From June 1993
until February 1999, Mr. Skiles was a Senior Accountant for Huth Thompson, LLP.
Mr. Skiles is a Certified Public Accountant and Certified Valuation Analyst.

Janice Whelan, Director. Ms. Whelan was appointed a director of FullCircle
Registry in April 2003. Ms. Whelan is currently the office manager for Stone Law
Office, a position that she has held since November 1997.


                                       24
<PAGE>
Toby G. Wolcott, Director. Mr. Wolcott was elected a director of FullCircle
Registry in April 2003. Mr. Wolcott currently is a sales representative for
Business Technology solutions, a position he has held since July 2002. From
August 2001 until July 2002, Mr. Wolcott was a sales representative for Tom
Sexton & Assoc. From August 2000 until August 2001, Mr. Wolcott was a sales
representative for Central School Supply. Mr. Wolcott has also been a sales
representative for Panax from August 1998 until August 2000 and for Worldwide
Visioneering from June 1996 until August 1998.

Compensation of Directors

Directors receive 2,000 shares of common stock for each Board meeting that they
attend in person.

Committees of the Board of Directors

The Board of Directors has established an Audit Committee and a
Compensation Committee.

The function of the Compensation Committee is to approve stock plans and
option grants and review and make recommendations to the Board of Directors
regarding executive compensation and benefits. The Compensation Committee
consists of the following members: Ms. Whelan, Mr. Feinberg, and Mr. Allen.

The responsibilities of the Audit Committee will include (1) reviewing
financial statements and consulting with the independent auditors concerning the
Company's financial statements, accounting and financial policies, and internal
controls, (2) reviewing the scope of the independent auditors' activities and
the fees of the independent auditors, and (3) reviewing the independence of the
auditors. All of the members of the Audit Committee shall meet the independence
standards established by the National Association of Securities Dealers. The
Audit Committee consists of the following members: Messrs. Boutwell, Rhodes, and
Skiles. Mr. Skiles has been appointed to sit on the Audit Committee to serve as
its audit committee financial expert. Mr. Skiles is considered independent.

Section 16(a) Beneficial Ownership Reporting Compliance

Since we are governed under Section 15(d) of the Exchange Act, we are not
required to file reports of executive officers and directors and persons who own
more than 10% of a registered class of the Company's equity securities pursuant
to Section 16(a) of the Exchange Act.

Code of Ethics

The Company has adopted its Code of Ethics and Business Conduct for Officers,
Directors and Employees that applies to all of the officers, directors and
employees of the Company.

ITEM 10.      EXECUTIVE COMPENSATION

The following table summarizes all compensation paid by us with respect to the
fiscal year ended December 31, 2002 for the Chief Executive Officer and all
other executive offices whose total cash compensation exceeds $100,000 in the
fiscal year ended December 31, 2002.

                                       25
<PAGE>
<TABLE>
<CAPTION>
                                                   SUMMARY COMPENSATION TABLE
---------------------------------------------------------------------- --------------------------------------------------------
                         Annual Compensation                                           Long-Term Compensation
                                                                       ------------------------------- ------------------------
                                                                                   Awards                      Payouts
------------------- -------- ------------ -------- ------------------- ---------------- -------------- ----------- ------------
     Name and        Year    Salary ($)   Bonus       Other Annual       Restricted      Securities    LTIP         All Other
Principal Position               (1)        ($)     Compensation ($)     Stock Award     Underlying    Payouts     Compen-sation
                                                                                          Options /       ($)          ($)
                                                                                          SARs (#)

------------------- -------- ------------ -------- ------------------- ---------------- -------------- ----------- ------------
<S>                  <C>       <C>        <C>      <C>                 <C>              <C>            <C>          <C>
James A. Reskin,
Chief Executive
Officer and
Director             2002      120,000       -             -                  -               -            -            -
                    -------- ------------ -------- ------------------- ---------------- -------------- ----------- ------------
                     2001      60,000        -             -                  -            5% (2)          -            -
                    -------- ------------ -------- ------------------- ---------------- -------------- ----------- ------------

------------------- -------- ------------ -------- ------------------- ---------------- -------------- ----------- ------------

------------------- -------- ------------ -------- ------------------- ---------------- -------------- ----------- ------------
W. Garriott          2002    72,000 (3)      -           87,000               -               -            -            -
Baker, President,                                         (3)
Paradigm
Solutions Group,
LLC
                    -------- ------------ -------- ------------------- ---------------- -------------- ----------- ------------

                    -------- ------------ -------- ------------------- ---------------- -------------- ----------- ------------

------------------- -------- ------------ -------- ------------------- ---------------- -------------- ----------- ------------
</TABLE>

----------
   (1) Mr. Reskin's employment agreement with our company to serve as President
       and Chief Executive Officer ended on March 2003, at which time Mr. Reskin
       orally agreed to become a part-time Chief Executive Officer with our
       company in exchange for $100 an hour, working from 5-20 hours a week. On
       April 13, 2003, Mr. Reskin resigned as the Chief Executive Officer and a
       director to pursue other matters. As of March 15, 2003, the date Mr.
       Reskin's written employment agreement ended, the Company owned Mr. Reskin
       approximately $75,000 in past due compensation, which includes $20,000
       from his 2003 salary, unpaid expenses pending reimbursement in the amount
       of $13,500, and approximately $41,500, including accrued interest, in
       deferred compensation from 2002.

   (2) Mr. Reskin's employment contract granted him options to purchase five
       percent (5%) of the then-outstanding shares of common stock at the time
       of execution, at an exercise price of $0.01 a share. On April 17, 2002,
       Mr. Reskin exercised his option for 3% of the then-outstanding shares of
       common stock of the company, for a total of 384,000 shares of common
       stock, for a total exercise price of $3,840. On December 18, 2002, Mr.
       Reskin exercised his option for the remaining 2% of the then-outstanding
       shares of common stock of the company, for a total of 414,000 shares of
       common stock, for a total exercise price of $4,140.

   (3) Mr. Baker signed an employment agreement on July 1, 2002 to be the
       President of Paradigm Solutions Group, LLC for an annual salary of
       $72,000. The contract expires on June 30, 2007. Mr. Baker also receives
       an office allowance of $250 per month. Additionally, Mr. Baker is
       entitled to receive additional monthly compensation at a minimum of
       $7,000, based upon the number of active participants in the HealthIER
       Plan. Mr. Baker receives $7,000 a month, and an additional $1.00 for each
       HealthIER Plan participant that exceeds 7,000.

                                       26
<PAGE>
Employment Arrangements

The Company has a written employment agreement with Steven A. Whitten, Chief
Executive Officer. The contract was signed on April 13, 2003, and provides for a
salary of $1 and 10,000 shares of unrestricted common stock per month of
employment.

The Company also has a written employment agreement with W. Garriott Baker,
President. The contract was signed on April 13, 2003, and provides for an annual
salary of $120,000. In addition, Mr. Baker receives $200 a month for the lease
of Mr. Baker's automobile and the Company leases a house for Mr. Baker at a cost
of $1,750 a month. Mr. Baker also receives 175,000 shares of common stock within
30 days of execution of his contract, 60,000 shares of common stock, payable at
a rate of 5,000 shares a month for the first twelve months of his contract, and
40,000 shares of common stock for every 10,000 persons enrolled in a health
reimbursement plan offered by Paradigm Solutions Group, LLC. Additionally, the
Company pays a minimum of $7,000 a month to B-Advisors, LLC, in which Mr. Baker
is a managing member, for his recruitment of customers in the HealthIER Plan.

Officers and employees are permitted to participate in our benefits and employee
benefit plans that may be in effect from time to time, to the extent eligible,
and each employee is entitled to receive an annual bonus as determined in the
sole discretion of our Board of Directors based on the Board's evaluation of the
officer's or employee's performance as well as the Company's financial
performance.

Employee and Non-Employee Stock Option Plans

We do not have any stock option plans.

ITEM 11.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of April 14, 2003, certain information
concerning beneficial ownership of shares of Common Stock with respect to (i)
each person known to the Company to own 5% or more of the outstanding shares of
Common Stock, (ii) each director of the Company, (iii) the executive officers of
the Company, and (iv) all directors and officers of the Company as a group:
<PAGE>
<TABLE>
<CAPTION>
             Name                                                                                  Number        Percent(1)

<S>                                                                                               <C>               <C>
          Steve A. Whitten                                                                        1,632,000         7.2%
          W. Garriott Baker                                                                          12,500         0.1%
          Trent Oakley (2)                                                                          165,000         0.7%
          David Less                                                                                 20,000         0.1%

          David E. Allen                                                                              4,967         0.02%
          Isaac M Boutwell (3)                                                                      919.820         4.1%
          John M. Briungton                                                                         106,284         0.5%
          Myron Feinberg                                                                                 --           --
          Christopher E. Rhodes                                                                      12,500         0.1%
          J. Matthew Skiles                                                                              --           --
          Janice Whelan                                                                             106,284         0.5%
          Toby G. Wolcott                                                                                --           --

          All executive officers and directors as a group (12 persons)                            2,979,355        13.2%

     Other 5% owners:

          Alec Stone (4)                                                                          2,248,750         9.6%
          George Harman (5)                                                                       2,477,730        11.0%
          Paul Crouse                                                                             3,000,000        13.3%
          Carmelo Zanfei                                                                          3,000,000        13.3%

</TABLE>

(1)      Based on 22,526,030 shares of common stock outstanding as of April 14,
         2003.

(2)      Includes 10,000 shares held by Mr. Oakley's mother, Sandra Oakley, and
         10,000 shares held by Mr. Oakley's father, Bobby Oakley, as to which
         Mr. Oakley exercises no investment or voting power and disclaims
         beneficial ownership.

(3)      Includes 390,000 shares held by Mr. Boutwell's wife, Rosewitha
         Boutwell, as to which Mr. Boutwell exercises no voting power and
         disclaims beneficial ownership.

(4)      Includes 107,500 shares held by Mr. Stone's wife, Amanda Stone, as to
         which Mr. Stone exercises no voting power and disclaims beneficial
         ownership.

(5)      Includes 195,000 shares held by Mr. Harman's wife, Donna Harman, as to
         which Mr. Harman exercises no voting power and disclaims beneficial
         ownership.

ITEM 12.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Superior Solutions Group, LLC is co-owned by Paul Crouse and Carmelo Zanfei, who
are both former directors of FullCircle Registry, Inc. Superior Solutions Group
has a contract with Paradigm Solutions Group, our wholly-owned subsidiary as a
Super Certified Area Manager for the sale of Paradigm's HealthIER Plan. Under
the contract, Superior Solutions Group will receive $6.50 per employee per month
who is enrolled in a HealthIER Plan that Superior Solutions Group procures
directly. Superior Solutions Group also receives the difference between $6.50
per employee per month and the per employee per month compensation paid to any
sub-managers or sub-producers in Superior Solutions Group's sales hierachy for
their HelathIER Plan sales. Additionally, as part of the contract, Paul Crouse
and Carmelo Zanfei each receive direct compensation from Paradigm Solutions
Group in the amount of $1.00 per month for every enrolled employee in the
HealthIER Plan. Superior Solutions Group also provides us information technology
and proprietary software development for direct medical care expense
reimbursement by employers under our HealthIER Plan.


                                       28
<PAGE>
Chris Rhodes, a director of FullCircle Registry, also serves as the Senior Vice
President of Operations for Paradigm Solutions Group, LLC. Mr. Rhodes maintains
an office and works full-time in Superior Solutions' office facility, located at
5172 East 65th Street, Suite 105, Indianapolis, Indiana 46220, where he oversees
IT services Superior Solutions performs for Paradigm Solutions Group and
FullCircle Registry. Under his direction, Superior Solutions has developed and
maintains Paradigm Solutions Group's proprietary software for secure data
storage, automation of administrative functions, billings, commissions, on-line
access by sales representatives, prospects and customers, and automated support
for health reimbursement plans. Superior Solutions continues to program
additional software components and maintain hardware.

ITEM 13.  EXHIBITS, LIST AND REPORTS ON FORM 8-K

We filed the following reports on Form 8-K during our fourth quarter of 2002:

     Form 8-K/A, October 18, 2002, Item 4 - Reporting the appointment of
Chisholm & Associates as the Company's new auditors.

     November 5, 2002, Item 2 - Reporting the acquisition of Paradigm Solutions
Group, LLC as a wholly-owned subsidiary of the Company.

Exhibits

The following Exhibits are filed as part of this Report:

Exhibit
Number              Description


2.1      Agreement and Plan of Reorganization dated as of October 10, 2002 by
         and between FullCircle Registry and Paradigm Solutions Group, LLC
         incorporated by reference to Exhibit 1 of FullCircle Registry's Form
         8-K, filed November 7, 2002.

2.2      Agreement and Plan of Reorganization dated as of April 10, 2002 by and
         between Excel Publishing, Inc. and FullCircle Registry, incorporated by
         reference to Exhibit 2 of FullCircle Registry's Form 8-K/A, filed May
         3, 2002.

3.1      Articles of Incorporation - Restated and Amended as of April 17, 2002.

3.2      By-Laws of Full Circle Registry, Inc. - As Amended

4.1      Common Stock Purchase Warrant with AJW Offshore, Ltd.

4.2      Common Stock Purchase Warrant with AJW Partners, LLC

4.3      Common Stock Purchase Warrant with AJW Qualified Partners, LLC.

4.4      Convertible Debenture with AJW Offshore, Ltd.
<PAGE>
4.5      Convertible Debenture with AJW Partners, LLC.

4.6      Convertible Debenture with AJW Qualified Partners, LLC.

4.7      Securities Purchase Agreement for the $600,000 financing entered on
         February 12, 2003.

4.8      Security Agreement among FullCircle Registry, AJW Partners, LLC, AJW
         Offshore, Ltd., and AJW Qualified Partners, LLC

4.9      Intellectual Property Security Agreement among FullCircle Registry,
         AJW Partners, LLC, AJW Offshore, Ltd., and AJW Qualified Partners, LLC

4.10     Registration Rights Agreement among FullCircle Registry, AJW  Partners,
         LLC, AJW Offshore, Ltd., and AJW Qualified Partners, LLC

4.11     Guarantee and Pledge Agreement among FullCircle Registry, George
         Harman, AJW Partners, LLC, AJW Offshore, Ltd., and AJW Qualified
         Partners, LLC

4.12     Guarantee and Pledge Agreement among FullCircle Registry, Steven
         Whitten, AJW Partners, LLC, AJW Offshore, Ltd., and AJW Qualified
         Partners, LLC

16.1     Letter from Pritchett, Siler & Hardy, P.C. incorporated by reference to
         Exhibit 1 of FullCircle Registry's Form 8-K, filed July 11, 2002

21.1     List of Subsidiaries

99.1     Certification of the Chief Executive Officer of FullCircle Registry,
         Inc. Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section
         906 of the Sarbanes-Oxley Act of 2002.

99.2     Certification of the Principal Financial Officer of FullCircle
         Registry, Inc., Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002.

99.3     Code of Ethics and Business Conduct for Officers, Directors and
         Employees of FullCircle Registry.

ITEM 14.    CONTROLS AND PROCEDURES.

As of December 31, 2002, an evaluation was performed under the supervision and
with the participation of the Company's management, including the Chief
Executive Officer and the Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures. Based
on that evaluation, the Company's management, including the Chief Executive
Officer and the Chief Financial Officer, concluded that the Company's disclosure
controls and procedures were effective as of December 31, 2002. There have been
no significant changes in the Company's internal controls or in other factors
that could significantly affect internal controls subsequent to December 31,
2002.

                                       30
<PAGE>
                            FULLCIRCLE REGISTRY, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 2002 and 2001


















<PAGE>





                                 C O N T E N T S
<TABLE>
<CAPTION>


<S>                                                                                                              <C>
Independent Auditor's Report.................................................................................... F-3

Consolidated Balance Sheets..................................................................................... F-4

Consolidated Statements of Operations........................................................................... F-6

Consolidated Statements of Stockholders' Equity................................................................. F-7

Consolidated Statements of Cash Flows........................................................................... F-9

Notes to the Consolidated Financial Statements................................................................. F-11

</TABLE>

<PAGE>
                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors and Stockholders of
FullCircle Registry, Inc.

We have audited the accompanying consolidated balance sheets of FullCircle
Registry, Inc. and Subsidiaries as of December 31, 2002 and 2001 and the related
consolidated statements of operations, stockholders' equity and cash flows for
the years then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated 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 consolidated
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 consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
FullCircle Registry, Inc. and Subsidiaries as of December 31, 2002 and 2001 and
the consolidated results of its operations and cash flows for the years then
ended in conformity with accounting principles generally accepted in the United
States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company has recurring operating losses,
negative working capital 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 consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.



Chisholm & Associates
North Salt Lake, Utah
February 13, 2003

                                      F-3
<PAGE>
                            FULLCIRCLE REGISTRY, INC.
                           Consolidated Balance Sheets
<TABLE>
<CAPTION>


                                                      ASSETS

                                                                                        December 31,
                                                                            --------------------------------------
                                                                                    2002                2001
                                                                            ------------------  ------------------

CURRENT ASSETS

<S>                                                                         <C>                 <C>
   Cash                                                                     $              709  $            3,251
   Accounts receivable                                                                   2,005                   -
   Commission Advances                                                                  94,567                   -
   Note receivable - related party                                                           -              20,000
                                                                            ------------------  ------------------

     Total Current Assets                                                               97,281              23,251
                                                                            ------------------  ------------------

PROPERTY AND EQUIPMENT

   Computers and equipment                                                              62,596              60,952
   Office furniture and fixtures                                                        10,153              10,153
   Software                                                                            390,796             244,296
                                                                            ------------------  ------------------

                                                                                       463,545             315,401
                                                                            ------------------  ------------------
Less:
   Accumulated depreciation - software                                                (180,898)            (91,855)
   Accumulated depreciation                                                            (28,945)            (15,194)
                                                                            ------------------  ------------------

     Total Property and Equipment                                                      253,702             208,352
                                                                            ------------------  ------------------

OTHER ASSETS

   Investments - available for sale                                                    117,750                   -
   Product development/Operating rights                                                354,063                   -
   Goodwill                                                                          4,464,718                   -
   Deposits                                                                              1,000               1,717
                                                                            ------------------  ------------------


     Total Other Assets                                                              4,937,531               1,717
                                                                            ------------------  ------------------

     TOTAL ASSETS                                                           $        5,288,514  $          233,320
                                                                            ==================  ==================
</TABLE>

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


                                       F-4
<PAGE>
                            FULLCIRCLE REGISTRY, INC.
                     Consolidated Balance Sheets (Continued)

<TABLE>
<CAPTION>

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                                        December 31,
                                                                            --------------------------------------
                                                                                    2002                2001
                                                                            ------------------  ------------------

CURRENT LIABILITIES

<S>                                                                         <C>                 <C>
   Accounts payable                                                         $          272,133  $          170,016
   Accounts payable-related party                                                      106,798                   -
   Accrued expenses                                                                    106,187             110,586
   Deferred revenue                                                                     14,863                   -
   Line of credit                                                                            -              25,135
   Current portion of long-term liabilities                                            311,384             595,000
                                                                            ------------------  ------------------

     Total Current Liabilities                                                         811,365             900,737
                                                                            ------------------  ------------------

LONG-TERM LIABILITIES

   Notes Payable                                                                       195,258                   -
   Convertible bonds                                                                         -             365,000
   Notes payable-related party                                                         616,126             680,931
   Less: current portion of long-term liabilities                                     (311,384)           (595,000)
                                                                            ------------------  ------------------

     Total Long-Term Liabilities                                                       500,000             450,931
                                                                            ------------------  ------------------

     TOTAL LIABILITIES                                                               1,311,365           1,351,668
                                                                            ------------------  ------------------

STOCKHOLDERS' EQUITY

   Preferred stock, authorized 5,000,000 shares,
   $.001 par value, issued and outstanding 210,750
   and 0 shares, respectively                                                              211                   -

   Common stock, authorized 50,000,000 shares
    $.001 par value, issued and outstanding 22,577,696
   and 12,000,000 shares, respectively                                                  22,578              12,000
   Additional paid-in capital                                                        8,420,213              14,103
   Retained earnings (deficit)                                                      (4,465,853)         (1,144,451)
                                                                            ------------------  ------------------

     Total Stockholders' Equity                                                      3,977,149          (1,118,348)
                                                                            ------------------  ------------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                             $        5,288,514  $          233,320
                                                                            ==================  ==================
</TABLE>

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

                                       F-5
<PAGE>
                            FULLCIRCLE REGISTRY, INC.
                      Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                                                        December 31,
                                                                            --------------------------------------
                                                                                    2002                2001
                                                                            ------------------  ------------------

<S>                                                                         <C>                 <C>
REVENUES                                                                    $          221,321  $           41,131

COST OF SALES                                                                          166,717              20,687
                                                                            ------------------  ------------------

GROSS PROFIT                                                                            54,604              20,444
                                                                            ------------------  ------------------

SELLING EXPENSES                                                                        17,210              29,065

GENERAL AND ADMINISTRATIVE
 EXPENSES                                                                            3,014,455             336,393
                                                                            ------------------  ------------------

TOTAL OPERATING EXPENSES                                                            (3,031,665)           (365,458)
                                                                            ------------------  ------------------

OPERATING INCOME (LOSS)                                                             (2,977,061)           (345,014)
                                                                            ------------------  ------------------

OTHER INCOME (EXPENSE)

   Reorganization expense                                                             (310,000)                  -
   Interest expense                                                                   ( 34,341)           (110,834)
   Loss on disposal of assets                                                                -              (4,300)
   Bad debts                                                                                 -             (14,266)
                                                                            ------------------  ------------------

     TOTAL OTHER INCOME (EXPENSE)                                                     (344,341)           (129,400)
                                                                            ------------------  ------------------

INCOME (LOSS) BEFORE INCOME TAXES                                                   (3,321,402)           (474,414)

PROVISION FOR INCOME TAXES                                                                   -                   -
                                                                            ------------------  ------------------


NET INCOME (LOSS)                                                           $       (3,321,402) $         (474,414)
                                                                            ==================  ==================

NET INCOME (LOSS) PER SHARE                                                 $           ( 0.22) $           ( 0.04)
                                                                            ==================  ==================

WEIGHTED AVERAGE OUTSTANDING
 SHARES                                                                             15,022,714          12,000,000
                                                                            ==================  ==================

</TABLE>

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


                                       F-6
<PAGE>
                            FULLCIRCLE REGISTRY, INC.
                 Consolidated Statements of Stockholders' Equity
                 For the Years Ended December 31, 2002 and 2001
<TABLE>
<CAPTION>

                                                                                                                          Retained
                                               Preferred Stock                Common Stock                 Paid-In        Earnings
                                             Shares      Amount          Shares            Amount          Capital        (Deficit)
                                           ------------  ------     -----------------  -------------  --------------   -------------


Balance at December
<S>  <C>                                                 <C>               <C>         <C>            <C>              <C>
 31, 2000                                            -   $        -        11,999,900  $      12,000  $      (10,897)  $   (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                          -           -        12,000,000         12,000          14,103     (1,144,451)

April 02-Reverse merger
   adjustment                                                                 753,360            753            (753)             -

April 02-Shares cancelled                                                     (53,330)           (53)             53              -

May 02-Shares issued for
 services  at $.50 per share                                                1,400,000          1,400         698,600              -

July 02-Shares issued for
 services at $1.90 per share                                                   30,000             30          56,970              -

July 02-Shares issued for
 acquisition of ELTI                                                           75,000             75         117,675              -

August 02-Shares issue for
 cash at $5 per share                           210,750         211                 -              -       1,089,515              -

Note forgiveness by share-
 holders, contribution                                                                                       728,693              -

September 02-Shares issued
 for services at $1.70 per share                                               25,000             25          42,475              -

October 02-Shares issued
 for services at $.72 per share                                               120,000            120          86,280              -

October 02-Shares issued for
 acquisition of Paradigm                                                    6,000,000          6,000       4,014,000              -

October 02-Shares issued for
 acquisition of Spoken Data                                                   210,000            210         140,490              -

</TABLE>

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


                                       F-7
<PAGE>
                            FULLCIRCLE REGISTRY, INC.
                 Consolidated Statements of Stockholders' Equity
                For the Period from Inception on January 20, 2000
                            Through December 31, 2002
<TABLE>
<CAPTION>

                                                                                                                        Retained
                                               Preferred Stock                Common Stock                 Paid-In      Earnings
                                             Shares      Amount          Shares            Amount          Capital      (Deficit)
                                           ------------  ------     -----------------  -------------  --------------   -------------

<S>                                             <C>             <C>           <C>               <C>         <C>             <C>
October 02-shares issued as
  Incentive for Preferred share-
   holders                                            -           -           970,000            970         885,006              -

December 02-Shares issued for
 exercise of options at $.01 per share                                        414,000            414           3,726              -

December 02-Shares issued for
 cash at $.25 per share                                                        20,000             20           4,980              -

December 02-Shares issued for
 employee bonuses at $1.05                                                     50,000             50          52,450              -

December 02-Shares issued for
 services at $1.13 per share                                                   25,000             25          28,225              -

December 02-Shares issued for
 acquisition of AskPhysician.com                                              462,000            462         470,778              -

December 02-Shares issued for
   cash at $.30 per share                                                      76,666             77          22,923

Net (loss) for the year
 ended December 31, 2002                              -           -                 -              -               -     (3,321,402)
                                           ------------- ----------- ----------------- -------------- ---------------  -------------

Balance at December 31, 2002                    210,750  $      211        22,577,696  $      22,578  $    8,420,213   $ (4,465,853)
                                           ============= =========== ================= ============== ===============  =============
</TABLE>

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


                                       F-8
<PAGE>
                            FULLCIRCLE REGISTRY, INC.
                      Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                        December 31,
                                                                            --------------------------------------
                                                                                    2002                2001
                                                                            ------------------  ------------------

CASH FLOWS FROM OPERATING
 ACTIVITIES
<S>                                                                         <C>                 <C>
   Net income (loss)                                                        $       (3,321,402) $         (474,414)
   Non-cash items:
     Depreciation and amortization                                                     402,794              86,928
     Stock issued for services                                                       1,839,625                   -
     Write off of deposits                                                                 717                   -
     Loss on disposal of asset                                                               -               4,300
   (Increase) decrease in current assets(net of acquisitions):
     Accounts receivable                                                                   800                   -
     Commission Advances                                                               (94,567)                  -
   Increase (decrease) in current liabilities(net of acquisitions)
     Bank overdraft                                                                          -              (3,562)
     Accounts payable                                                                  239,194            (111,558)
     Deferred revenues                                                                   6,558                   -
     Accrued expenses                                                                   (4,399)              5,337
                                                                            ------------------  ------------------
       Net Cash Provided (Used) by
        Operating Activities                                                          (930,680)           (492,969)
                                                                            ------------------  ------------------
CASH FLOWS FROM INVESTING
 ACTIVITIES
   Cash paid for product development                                                  (157,813)
   Cash paid for deposits                                                                    -                (392)
   Cash acquired from subsidiaries                                                       5,493                   -
   Cash received for notes receivable                                                   20,000                   -
   Cash paid for note receivable                                                             -             (20,000)
   Cash paid for property and equipment                                                 (7,444)            (50,204)
   Cash received from sale of property
     and equipment                                                                           -                 500
                                                                            ------------------  ------------------
       Net Cash Provided (Used) by
      Investing Activities                                                            (139,764)            (70,096)
                                                                            ------------------  ------------------
CASH FLOWS FROM FINANCING
 ACTIVITIES
   Cash received on line of credit                                                       9,731              10,135
   Cash paid on line of credit                                                         (34,865)            (20,000)
   Cash received from convertible bonds                                                      -             295,000
   Cash received from notes                                                            550,977             278,274
   Cash paid on notes                                                                 (656,831)            (22,093)
   Cash received from treasury stock                                                   100,000                   -
   Cash received from stock issuance                                                 1,098,890              25,000
                                                                            ------------------  ------------------
       Net Cash Provided (Used) by
        Investing Activities                                                         1,067,902             566,316
                                                                            ------------------  ------------------

INCREASE (DECREASE) IN CASH                                                             (2,542)              3,251

</TABLE>

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


                                       F-9
<PAGE>
                            FULLCIRCLE REGISTRY, INC.
                Consolidated Statements of Cash Flows (Continued)

<TABLE>
<CAPTION>

                                                                                        December 31,
                                                                            --------------------------------------
                                                                                    2002                2001
                                                                            ------------------  ------------------

CASH AND CASH EQUIVALENTS AT
<S>                                                                                      <C>    <C>
 BEGINNING OF PERIOD                                                                     3,251                   -
                                                                            ------------------  ------------------
CASH AND CASH EQUIVALENTS AT
 END OF PERIOD                                                              $              709  $            3,251
                                                                            ==================  ==================


SUPPLEMENTAL CASH FLOW INFORMATION

   Cash paid for interest                                                   $           17,910  $            7,676

   Cash paid for income taxes                                               $                -  $                -

NON-CASH ACTIVITY:

Shares issued for services                                                  $        1,842,925  $                -
Shares issued for investments                                               $        5,059,690  $                -
Note payable issued for investment                                          $          500,000  $                -
Forgiveness of convertible bond                                             $          728,693  $                -




</TABLE>



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


                                      F-10
<PAGE>
                            FULLCIRCLE REGISTRY, INC.
                   Notes to Consolidated Financial Statements
                           December 31, 2002 and 2001

NOTE 1 -      SIGNIFICANT ACCOUNTING POLICIES

              a.  Organization

              FullCircle Registry, Inc. (the Company), formerly Excel
              Publishing, Inc., (Excel) was incorporated on June 7, 2000 in the
              State of Nevada. On April 10, 2002, the Company merged with
              FullCircle Registry, Inc. a private Delaware corporation
              (FullCircle). Per the terms of the agreement, Excel agreed to
              deliver 12,000,000 shares of the Company's common stock to the
              shareholders of FullCircle in exchange for 100% of FullCircle's
              shares. The merger was treated as a reverse merger with FullCircle
              being the accounting acquirer, therefore, all historical financial
              information prior to the acquisition date is that of FullCircle.
              Pursuant to the merger, the Company changed their name from Excel
              Publishing, Inc. to FullCircle Registry, Inc.

              FullCircle Registry, Inc. 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

              In July of 2002, the Company issued 75,000 shares of common stock
              to acquire 100% of the shares of Electronic Luminescent
              Technologies, Inc. ("ELTI") a Florida Corporation. ELTI was in
              possession of a license agreement for a "Bicycle Illumination
              System". Subsequent to the merger, ELTI transfered its interest in
              the license for 1,000,000 shares (a 10% interest) in GloTech
              Industries. (See investments available for sale).

              On October 10, 2002, the Company issued 210,000 shares of common
              stock for all issued and outstanding stock of Spoken Data
              Technologies, a Florida corporation (SDT). SDT is in possession of
              text-to-voice software technology developed by the University of
              New Brunswick. The Company intends to incorporate this technology
              with its digital medical and legal information database.

              Also on October 10, 2002, the Company issued 6,000,000 shares of
              common stock and a note payable for $500,000 for all issued and
              outstanding shares of Paradigm Solutions Group, LLC. (Paradigm), a
              Delaware Limited Liability Company. Paradigm promotes the
              HEalthier Plan, a medical reimbursement plan designed to assist
              employers to make use of qualified IRS tax free medical
              reimbursement programs.

              On December 20, 2002, the Company issued 462,000 shares of common
              stock for all issued and outstanding shares of AskPhysicians.com,
              Inc. (APC) a Florida corporation. APC possesses a website where
              the public can ask questions of a physician and receive online
              advice.

              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.


                                      F-11

<PAGE>
                            FULLCIRCLE REGISTRY, INC.
                   Notes to Consolidated Financial Statements
                           December 31, 2002 and 2001

NOTE 1 -      SIGNIFICANT ACCOUNTING POLICIES (Continued)

              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 consolidated financial statements. Common stock equivalents
              have not been included in the weighted average number of shares
              outstanding because of its anti-dilutive effects.
<TABLE>
<CAPTION>

                                                                                          December 31,
                                                                            --------------------------------------
                                                                                  2002                  2001
                                                                          --------------------  ------------------
<S>                                                                         <C>                            <C>
              Numerator - loss                                              $      (3,321,402)            (474,414)

              Denominator - weighted average
               of shares outstanding                                                15,022,714          12,000,000
                                                                            ------------------  ------------------
              Loss per share                                                $            (0.22) $            (0.04)
                                                                            ==================  ==================
</TABLE>

              d.  Cash and Cash Equivalents

              The Company considers all highly liquid investments with
              maturities of three months or less to be cash equivalents.

              e.  Provision for Income Taxes

              No provision for income taxes has been recorded due to net
              operating loss carryforwards totaling approximately $4,465,000
              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, 2002 and 2001:
<TABLE>
<CAPTION>

                                                                                          December 31,
                                                                            --------------------------------------
                                                                                    2002                2001
                                                                            ------------------  ------------------
              Deferred tax asset:

<S>                                                                         <C>                 <C>
              NOL carryforward                                              $        1,518,000  $          389,100
              Valuation allowance                                                   (1,518,000)           (389,100)
                                                                            ------------------  ------------------

              Total                                                         $                -  $                -
                                                                            ==================  ==================
</TABLE>

              f. Use of Estimates in the Preparation of Consolidated Financial
              Statements

              The preparation of consolidated 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 consolidated financial statements
              and expenses during the reporting period. In these Consolidated
              Financial Statements, assets, liabilities and expenses involve
              extensive reliance on management's estimates. Actual results could
              differ from those estimates.



                                      F-12
<PAGE>
                            FULLCIRCLE REGISTRY, INC.
                   Notes to Consolidated Financial Statements
                           December 31, 2002 and 2001

NOTE 1 -      SIGNIFICANT ACCOUNTING POLICIES (Continued)

              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,
              2002 and 2001 is $102,794 and $86,928, respectively.

              h.  Principles of Consolidation

              For the year ended December 31, 2002, the consolidated financial
              statements include the books and records of FullCircle Registry,
              Inc., Electronic Luminescent Technologies, Inc., Spoken Data
              Technologies, Paradigm Solutions Group, LLC and AskPhysicians.com,
              Inc. All inter-company transactions and accounts have been
              eliminated in the consolidation. The financial statements for the
              year ended December 31, 2001, are unconsolidated.

NOTE 2 -      GOING CONCERN

              The accompanying Consolidated Financial Statements have been
              prepared assuming that the Company will continue as a going
              concern. The Company has suffered recurring losses negative
              working capital and is dependent upon raising capital to continue
              operations. The consolidated financial statements do not include
              any adjustments that might result from the outcome of this
              uncertainty. It is management's plan to expand the marketing of
              the Paradigm product and add value to the services by offering the
              other products of the Company such as vital digital medical and
              legal files.

NOTE 3 -      LONG-TERM LIABILITIES

              Long-term liabilities are detailed in the following schedules as
              of December 31, 2002 and 2001:
<TABLE>
<CAPTION>

                                                                                    2002               2001
                                                                            ------------------  ------------------
              Convertible Bonds:
<S>               <C>                                                       <C>                 <C>
              Convertible bonds convertible for 1,401,600 shares
               of common stock, due March 2002, bears interest
               at 8.0% per annum                                            $                -  $          365,000
                                                                            ------------------  ------------------

              Notes Payable - Related Party:

              Note payable to a shareholder bears interest at
               16.7% per annum, principal and interest due
               March 2003                                                                    -             450,931


                                      F-13

<PAGE>
                            FULLCIRCLE REGISTRY, INC.
                   Notes to Consolidated Financial Statements
                           December 31, 2002 and 2001

NOTE 3 -      LONG-TERM LIABILITIES (Continued)

              Note payable to a shareholder, bears interest at
               7.0% per annum, principal and interest due
               July 2002                                                                80,000             230,000

              Note payable to  shareholders bears interest at
              7.0% per annum, principal and interest due
              December 2004                                                            500,000                   -

              Note payable to a shareholder bears interest at
              8.0% per annum principal and interest due on demand                       36,126                   -

              Notes payable -

              Note payable to an individual bears interest at
              8.0% per annum principal and interest due on demand                       34,000                   -

              Note payable to various individuals bears interest at
              7.0% per annum principal and interest due on demand                      161,258                   -

              Total Notes Payable                                                      811,384             680,931
                                                                            ------------------  ------------------

              Total Long-Term Liabilities:                                             811,384           1,045,931

              Less current portion:                                                   (311,384)           (595,000)
                                                                            -----------------  ------------------

              Net Long-Term Liabilities                                     $          500,000  $          450,931
                                                                            ==================  ==================
</TABLE>

              Future minimum principal payments on notes payable are as follows:
<TABLE>
<CAPTION>

<S>                        <C>                                                                  <C>
                           2003                                                                 $         311,384
                           2004                                                                           500,000
                                                                                                -----------------
                           Total Long-Term Liabilities                                          $         811,384
                                                                                                =================
</TABLE>

NOTE 4 -      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, 2002 and 2001 was $ -0- and $25,135, respectively.

NOTE 5 -      RELATED PARTY

              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 December 2004. Rent expense was approximately $
              40,781 and $24,000 for 2002 and 2001, respectively.

              The Company has a note payable due to a major shareholder in the
              amount of $ -0- and $450,931 as of December 31, 2002 and 2001,
              respectively [see Note 3].


                                      F-14
<PAGE>
                            FULLCIRCLE REGISTRY, INC.
                   Notes to Consolidated Financial Statements
                           December 31, 2002 and 2001

NOTE 5 -      RELATED PARTY (Continued)

              The Company has a note payable due to a major shareholder in the
              amount of $80,000 and $230,000 as of December 31, 2002 and
              December 31, 2001 [see Note 3].

              The Company has a note receivable due from a major shareholder in
              the amount of $0 and $20,000 as of December 31, 2002 and 2001. The
              note is non-interest bearing and is due upon demand.

              Prior to the acquisition by the Company, Paradigm signed a
              management agreement with a company under common ownership.
              Paradigm paid management fees to this related party of $134,000
              post acquisition.

NOTE 6 -      COMMITMENTS AND CONTINGENCIES

              During 2002, the Company entered into a employment agreement with
              the CEO for monthly compensation of $100 per hour, month to month.
              Pursuant to his prior employment agreement, the CEO was awarded
              options which were exercised during 2002 into 414,000 shares of
              common stock. No addition options have been awarded as of December
              31, 2002.

              The Company entered into a lease agreement for office space with a
              major shareholder [see Note 5.

              Future minimum operating lease payments are as follows:
<TABLE>
<CAPTION>

<S>                        <C>                                                                             <C>
                           2003                                                                            36,036
                           2004                                                                 $          36,036
                                                                                                ------------------

                           Total                                                                $          72,072
                                                                                                ==================
</TABLE>

NOTE 7 -      GOODWILL/ACQUISITIONS

              The Company has adopted Statement of Financial Accounting
              Standards (SFAS) No. 141 (SFAS 141), "Business Combinations" and
              No. 142 (SFAS 142), "Goodwill and Other Intangible Assets", which
              establishes new standards for the treatment of goodwill and other
              intangible assets. SFAS 142 prescribes that amortization of
              goodwill will cease as of the adoption date (January 1, 2002).
              Additionally, the Company will be required to perform an
              impairment test on goodwill and other intangible assets annually,
              and whenever events and circumstances occur that might affect the
              carrying value of such assets. The Company has performed an
              internal impairment test of goodwill and has recorded impairments
              as described below.

              In July of 2002, the Company issued 75,000 shares of common stock
              valued at $117,750 to acquire 100% of the shares of Electronic
              Luminescent Technologies, Inc. ("ELTI") a Florida Corporation. As
              such, ELTI became a wholly owned subsidiary of the Company. This
              transaction was accounted for on the purchase method of accounting
              using generally accepted accounting principles. Goodwill was not
              recorded in this transaction and the asset was subsequently
              exchange for 1,000,000 shares of GloTech stock. (see investments
              available-for-sale. There were no operations of this subsidiary
              during 2002.


                                      F-15
<PAGE>
                            FULLCIRCLE REGISTRY, INC.
                   Notes to Consolidated Financial Statements
                           December 31, 2002 and 2001


 NOTE 7 -     GOODWILL/ACQUISITIONS (Continued)

              On October 10, 2002, the Company issued 210,000 shares of common
              stock valued at $140,700, for all issued and outstanding stock of
              Spoken Data Technologies, a Florida corporation (SDT) As such, SDT
              became a wholly owned subsidiary of the Company. This transaction
              was accounted for on the purchase method of accounting using
              generally accepted accounting principles. Goodwill was not
              recorded in this transaction as the software assets acquired were
              valued at the market price of the stock issued. There were no
              operations of this subsidiary during 2002.

              On October 10, 2002, the Company issued 6,000,000 shares of common
              stock valued at $4,020,000, and a note payable for $500,000 for
              all issued and outstanding shares of Paradigm Solutions Group,
              LLC. (Paradigm), a Delaware Limited Liability Company. As such,
              Paradigm became a wholly owned subsidiary of the Company. This
              transaction was accounted for on the purchase method of accounting
              using generally accepted accounting principles. Goodwill was
              recorded of $4,296,608 upon acquisition, and has been deemed by
              management to not be impaired as of December 31, 2002. The
              operations of this subsidiary have been included in the
              consolidated financial statements of the Company from the date of
              the acquisition.

              On December 20, 2002, the Company issued 462,000 shares of common
              stock valued at $471,240, for all issued and outstanding shares of
              AskPhysicians.com, Inc. (APC) a Florida corporation. As such, APC
              became a wholly owned subsidiary of the Company. This transaction
              was accounted for on the purchase method of accounting using
              generally accepted accounting principles. Goodwill was recorded of
              $468,110 upon acquisition, and has been deemed by management to be
              impaired as of December 31, 2002 by $300,000. The operations of
              this subsidiary have been included in the consolidated financial
              statements of the Company from the date of the acquisition.

              Goodwill consists of the following at December 31, 2002:
<TABLE>
<CAPTION>

<S>                                                                         <C>
                           Paradigm                                         $4,296,608
                           APC                                                 468,110

                           Total                                             4,764,718
                           Less impairment of APC                            ( 300,000)
                                                                            -----------

                           Total Goodwill at December 31, 2002              $4,464,718
                                                                            ===========
</TABLE>
                                      F-16
<PAGE>
                            FULLCIRCLE REGISTRY, INC.
                   Notes to Consolidated Financial Statements
                           December 31, 2002 and 2001


NOTE 8 -      INVESTMENTS AVAILABLE-FOR-SALE

              Management determines the appropriate classification of marketable
              equity security investments at the time of purchase and
              reevaluates such designation as of as of each balance sheet date.
              Unrestricted marketable equity securities have been classified as
              available for sale. Available for sale securities are carried at
              fair market value, with unrealized gains and losses, net of tax,
              reported as a net amount in accumulated comprehensive income.
              Realized gains and losses and declines in value judged to be other
              than temporary on available for sale securities are included in
              investment income. The cost of securities sold is based on the
              specific identification method. Interest and dividends on
              securities classified as available for sale are included in
              investment income.

              At December 31, 2002, the Company owns restricted shares of common
              stock of a public company. Investments in securities are
              summarized as follows at December 31, 2002:
<TABLE>
<CAPTION>


                                                               Unrealized         Realized              Fair
                                                   Cost            Gain/(Loss)   Gain/(Loss)           Value
                                             ----------------      -----------   -----------      ----------------
<S>                     <C> <C>              <C>               <C>          <C>  <C>          <C> <C>
               Available-for-sale
                securities
               December 31, 2002             $        117,750  $           -0-   $           -0-  $        117,750
                                             ================  ===============   ===============  ================
</TABLE>

NOTE 9 -       PRODUCT DEVELOPMENT/ OPERATING RIGHTS

               Paradigm incurred various legal and administrative costs
               associated with the HEalthier Plan development. These costs will
               be amortized beginning in 2003 on a straight line basis over 5
               years. Product Development consists of the following at December
               31, 2002:

               Product Development/Operating Rights                   $354,063

               Accumulated Amortization                                     -0-
                                                                 ---------------

               Total Product Development at December 31, 2002         $354,063
                                                                 ===============


                                      F-17

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
<TABLE>
<CAPTION>

                                                              FULLCIRCLE REGISTRY, INC.

<S>                                                           <C>
         Dated: April 14, 2003                                /s/ Steven A. Whitten
                                                              Steven A. Whitten,
                                                              Chief Executive Officer and Director

         Dated: April 14, 2003                                /s/ Trent Oakley
                                                              Trent Oakley,
                                                              Principal Financial Officer and Director

         Dated: April 14, 2003                                /s/ W. Garriott Baker
                                                              W. Garriott Baker,
                                                              President and Director

         Dated: April 14, 2003                                /s/ David E. Allen
                                                              David E. Allen,
                                                              Director

         Dated: April 14, 2003                                /s/ Isaac M. Boutwell
                                                              Isaac M. Boutwell,
                                                              Director

         Dated: April 14, 2003                                /s/ John M. Briungton
                                                              John M. Briungton,
                                                              Director

         Dated: April 14, 2003                                /s/ Myron Feinberg
                                                              Myron Feinberg,
                                                              Director

         Dated: April 14, 2003                                /s/ Christopher E. Rhodes
                                                              Christopher E. Rhodes,
                                                              Director

         Dated: April 14, 2003                                /s/ J. Matthew Skiles
                                                              J. Matthew Skiles,
                                                              Director

         Dated: April 14, 2003                                /s/ Janice Whelan
                                                              Janice Whelan,
                                                              Director

         Dated: April 14, 2003                                /s/ Toby G. Wolcott
                                                              Toby G. Wolcott,
                                                              Director
</TABLE>

                                       31
<PAGE>

                                                   CERTIFICATION

     I, Steven A. Whitten, CEO, certify that:

     1. I have reviewed this annual report on Form 10-KSB of FullCircle
Registry, Inc.;

     2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

     4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         a) designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this annual report is
         being prepared;

         b) evaluated the effectiveness of the registrant's disclosure controls
         and procedures as of a date within 90 days prior to the filing date of
         this annual report (the "Evaluation Date"); and

         c) presented in this annual report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

     5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

         a) all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

         b) any fraud, whether or not material, that involves management or
         other employees who have a significant role in the registrant's
         internal controls; and

     6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

April 14, 2003

/s/ Steven A. Whitten
Chief Executive Officer


<PAGE>
                                  CERTIFICATION

     I, Trent Oakley, Principal Financial Officer, certify that:

     1. I have reviewed this annual report on Form 10-KSB of FullCircle
Registry, Inc.;

     2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

     4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         a) designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this annual report is
         being prepared;

         b) evaluated the effectiveness of the registrant's disclosure controls
         and procedures as of a date within 90 days prior to the filing date of
         this annual report (the "Evaluation Date"); and

         c) presented in this annual report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

     5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

         a) all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

         b) any fraud, whether or not material, that involves management or
         other employees who have a significant role in the registrant's
         internal controls; and

     6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

April 14, 2003

/s/ Trent Oakley
Principal Financial Officer