U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXHANGE ACT OF
1934

                  For the Fiscal Year ended December 31, 2003

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXHANGE ACT OF
1934 for the transition period from _____ to


                          Commission File No. 333-51918

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

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

                500 West Jefferson Street, PNC Plaza, Suite 2310
                              Louisville, KY 40202
                    (Address of principal executive offices)

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

       Securities registered under Section 12(b) of the Exchange Act: None

       Securities registered under Section 12(g) of the Exchange Act: None

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the issuer was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes [ X ] No
[ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B 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. [ ]

The issuer's common stock is listed on the Over the Counter Bulletin Board under
the symbol FLCR. The aggregate market value of the issuer's common stock held by
non-affiliates at December 31, 2003 is deemed to be $6,731,704. At December 31,
2003 there were 52,128,476 shares of common stock of the registrant outstanding,
par value $.001.

The issuer's revenue for its most recent fiscal year was: $110,119.00.

Documents Incorporated by Reference: None.
Transitional Small Business Disclosure Format:  Yes [   ]  No [ X ]

<PAGE>
<TABLE>
<CAPTION>



FORM 10-KSB
                            FULLCIRCLE REGISTRY, INC.
                                      INDEX
                                                                                                                 Page

<S>                  <C>                                                                                            <C>
PART I          Item 1.  Description of Business                                                                    3

                Item 2.  Description of Property                                                                    5

                Item 3.  Legal Proceedings                                                                          7

                Item 4.  Submission of Matters to a Vote of Security Holders                                        7

PART II         Item 5.  Market for Common Equity and Related Stockholder Matters                                   7

                Item 6.  Management's Discussion and Analysis or Plan of Operation                                 11

                Item 7.  Financial Statements                                                                      13

                Item 8.  Changes In and Disagreements with Accountants on Accounting and Financial
                         Disclosure                                                                                13

                Item 8A.  Controls and Procedures                                                                  13

PART III        Item 9.  Directors,  Executive  Officers,  Promoters and Control  Persons;  Compliance with
                         Section 16(a) of the Exchange Act                                                         13

                Item 10. Executive Compensation                                                                    15

                Item 11. Security Ownership of Certain Beneficial Owners and Management                            17

                Item 12. Certain Relationships and Related Transactions                                            18

                Item 13. Exhibits and Reports on Form 8-K                                                          19

                Item 14. Principal Accountant Fees and Services                                                    19

                Signatures                                                                                         21

</TABLE>
                                       2
<PAGE>
                                     PART I


Item 1. Description of Business

Forward-Looking Statement Notice

When used in this report, the words "may," "will," "expect," "anticipate,"
"continue," "estimate," "project," "intend," and similar expressions are
intended to identify forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934 regarding events, conditions, and financial trends that may affect the
Company's future plans of operations, business strategy, operating results, and
financial position. Persons reviewing this report are cautioned that any
forward-looking statements are not guarantees of future performance and are
subject to risks and uncertainties and that actual results may differ materially
from those included within the forward-looking statements as a result of various
factors.

History

Our current business began with the formation of FullCircle Registry, Inc., a
Nevada corporation, in 1991. Founder Steven Whitten (who resigned as Chief
Executive Officer and Director in 2003) 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.

Our Subsidiaries

In December 2002, we acquired AskPhysicians.com, Inc, a Florida corporation.
AskPhysicians.com operates a website whereby visitors can get basic medical
health information and, for a nominal fee, pose questions to board-certified
physicians. While this service does not replace traditional medical care, it
offers an efficient way to inform consumers of treatment options.
AskPhysicians.com is currently in development.

Spoken Data is another subsidiary that is currently in development. Spoken Data
is a text-to-voice service that will allow emergency personnel to access medical
information 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 our registry members.

We did not expend any resources on our Spoken Data or Askphysicians.com
subsidiaries during 2003.

Our Business

FullCircle Registry is a technology-based company that provides emergency
document and information retrieval services. We provide these services directly
to subscribers and also offer our services through strategic alliances with
health care providers.

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

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<PAGE>
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
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.

Our registry stores digital copies of subscribers' emergency documents and
medical information to make them instantly available to the client or to
emergency personnel. Our system is designed to allow medical personnel to
quickly obtain critical information including special medical needs, treatment
preferences and emergency contact information. Our registry has live customer
support accessible by phone, fax or secure Internet connection twenty-four hours
a day.

Other services we provide include the Collar ID pet registry for missing pets
and the BrightStar Photo ID Kit. By using BrightStar, parents may digitally
store photographs and physical information about their children on our database
so it may be rapidly distributed to law enforcement and the media in the event a
child is abducted or missing.

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

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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,
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.

Business Strategy

During 2003, Chris Whitten resigned as Chief Executive Officer and Director. One
of our directors, Mr. Isaac Boutwell, was named Chief Executive Officer. Our
current management is focused on streamlining operations and consolidating our
debts. We intend to reemphasize increasing subscriptions, promoting our digital
registry services and expanding our existing operations.

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.

                                       5
<PAGE>
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.

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.

Research and Development

FullCircle Registry owns Spoken Data technology, which can be used by FullCircle
Registry members and health care expense reimbursement participants, as well as
purchasers of other lines of business. It is not anticipated that we will expend
any funds to implement Spoken Data technology to enhance consumer value in the
near term.

Continuing website maintenance and development is necessary for FullCircle's
website in the short-term. We intend to enhance our website by including the
full array of member services and updating information for investors.

We do not anticipate expending any resources on our Spoken Data or
Askphysicians.com subsidiaries in the near future.

Employees

We currently have 3 full-time employees working for us, and 12 independent sales
representatives.

Item 2. Description of Property

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 $3,003.00 per month in 2004.
The lease expires on December 31, 2004. We believe that our existing facilities
are adequate for our current use.

We currently have 3 new websites that we anticipate will generate revenues in
the future. These websites are:

     1. ENCglobal.com
     2. MyBrightstarKids.com
     3. MyClubcard.com

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<PAGE>
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 Securities Holders

None.
                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters
<TABLE>
<CAPTION>

                             CLOSING BID CLOSING ASK
                                            High              Low               High             Low
2003
<S>                                         <C>               <C>               <C>              <C>
First Quarter                               2.12              .60               2.15             .64
Second Quarter                              .59               .05               .64              .055
Third Quarter                               .12               .026              .13              .033
Fourth Quarter                              .19               .031              .21              .037

2002
January 2 through March 28                  .75               .11              1.01              .35
April 1 through April 17                    .19               .15               .35              .18
April 18 through June 28                   9                 2.60                10             2.65
(After a 1 for 15 reverse split)
July 1 through September 30                2.21              1.01              2.50             1.05
October 1 through December 31              1.31               .43              1.38              .49
</TABLE>
Recent Sales of Unregistered Securities

Unless otherwise noted, the following shares were issued to an accredited
investor in a private transaction exempt under Rule 506 of Regulation D
promulgated under Section 4(2) of the Securities Act of 1933, as amended.

In April 2002, a reverse merger adjustment of 753,360 shares of common stock was
recorded.

In April 2002, 53,330 shares of common stock were cancelled.

In May 2002, the Company issued 1,400,000 shares of common stock at $0.50 share
for services provided.

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.

                                       7
<PAGE>
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.

On August 15, 2002, the Company sold 210,750 shares of Series A Preferred stock
to several private investors.

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.

In October 2002, the Company issued 120,000 shares of common stock at $0.72 per
share for services provided.

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.

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.

In October 2002, the Company issued 970,000 shares of common stock as incentive
for preferred shareholders.

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 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.

In December 2002, the Company issued 50,000 shares of common stock at $1.05 per
share for services provided.

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
at $1.13 per share.

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.

In December 2002, the Company sold 76,666 shares of common stock at $0.30 per
share for cash.

During April 2003, the Company issued 65,000 shares of common stock for notes
payable and interest of $23,155.

Under an arrangement whereby FullCircle Registry, Inc. received $200,000 in
gross funding in February 2003 and another $400,000 in April 2003, which is
secured by convertible debentures, certain holders exercised a portion of their
conversion privilege in April 2003 resulting in the issuance of 258,181 shares
in free-trading common stock.


                                       8
<PAGE>
Under an arrangement whereby FullCircle Registry, Inc. received $200,000 in
gross funding in February 2003 and another $400,000 in April 2003, which is
secured by convertible debentures, certain holders exercised a portion of their
conversion privilege in May 2003 resulting in the issuance of 980,000 shares in
free-trading common stock.

During May 2003, the Company issued 877,112 shares of common stock for notes
payable and accrued interest at $0.16 per share.

During May 2003, the Company issued 220,279 shares of common stock as
compensation for services valued at $38,000.

During the May 2003 meeting of the FullCircle Registry, Inc.'s board of
directors, the board unanimously approved resolutions authorizing the issuance
of common stock under a Stock Incentive Plan for employees, directors and
independent contractors. The Company filed a Registration Statement on Form S-8
to register those shares on May 22, 2003.

During May 2003, the Company issued 225,689 shares of common stock for notes
payable and accrued interest at $0.16 per share.

Under an arrangement whereby FullCircle Registry, Inc. received $200,000 in
gross funding in February 2003 and another $400,000 in April 2003, which is
secured by convertible debentures, certain holders exercised a portion of their
conversion privilege in May 2003 resulting in the issuance of 1,192,886 shares
in free-trading common stock at $0.03 per share.

Under an arrangement whereby FullCircle Registry, Inc. received $200,000 in
gross funding in February 2003 and another $400,000 in April 2003, which is
secured by convertible debentures, certain holders exercised a portion of their
conversion privilege in June 2003 resulting in the issuance of 714,608 shares in
free-trading common stock at $0.03 per share.

Under an arrangement whereby FullCircle Registry, Inc. received $200,000 in
gross funding in February 2003 and another $400,000 in April 2003, which is
secured by convertible debentures, certain holders exercised a portion of their
conversion privilege in June 2003 resulting in the issuance of 734,550 shares in
free-trading common stock at $0.04 per share.

During June 2003, we issued 666,623 shares of common stock for services valued
at $82,921.

During June 2003, the Board of Directors and shareholders approved an increase
in the number of authorized shares of common stock to 200,000,000.

During July 2003, the Company issued 20,000 shares of common stock for
settlement of accounts payable at $0.09 per share.

Under an arrangement whereby FullCircle Registry, Inc. received $200,000 in
gross funding in February 2003 and another $400,000 in April 2003, which is
secured by convertible debentures, certain holders exercised a portion of their
conversion privilege in July 2003 resulting in the issuance of 834,373 shares in
free-trading common stock at $0.04 per share.

Under an arrangement whereby FullCircle Registry, Inc. received $200,000 in
gross funding in February 2003 and another $400,000 in April 2003, which is
secured by convertible debentures, certain holders exercised a portion of their
conversion privilege in July 2003 resulting in the issuance of 1,170,523 shares
in free-trading common stock at $0.03 per share.

                                       9
<PAGE>
During July 2003, the Company sold 3,750,000 shares of common stock for cash at
$0.04 per share.

During July 2003, The Company received and cancelled the 6,000,000 shares of
common stock that had been used to purchase its Paradigm subsidiary.

During July 2003, the Company issued 40,000 shares of common stock for services
at $0.06 per share.

During August 2003, The Company issued 2,103,736 shares of common stock for
convertible debentures and accrued interest at $0.02 per share.

During August 2003, the Company issued 500,081 shares of common stock for
services performed at $0.04 per share.

In September of 2003, we issued 1,516,207 shares of common stock in exchange for
the cancellation of convertible debentures and accrued interest at $0.02 per
share.

In September of 2003, we issued 2,812,498 shares of common stock in exchange for
the cancellation of convertible debentures and accrued interest at $0.01 per
share.

In September of 2003, we issued 112,000 shares of common stock in exchange for
services valued at $6,720.

In September 2003, we issued 3,117,498 shares of common stock in exchange for
services at $0.04 per share.

In October 2003, the Company issued 1,406,249 shares of common stock for
convertible debentures and interest at $0.01 per share.

In November 2003, the Company issued 2,715,187 shares of common stock as payment
of a penalty on a default of convertible debentures at $0.05 per share.

In November 2003, the Company issued warrants for $13,343 in common stock.

In November 2003, the Company issued 431,000 shares of common stock as
compensation for services performed at $0.05 per share.

In November 2003, the Company issued 10,000 shares of common stock for services
performed at $0.05 per share.

In December 2003, the Company issued 9,037,500 shares of common stock for
180,750 shares of preferred stock.

In December 2003, the Company issued 39,000 shares of common stock for services
performed at $0.15 per share.

                                       10
<PAGE>
Item 6.  Management's Discussion and Analysis or Plan of Operation

Results of Operations Years Ended December 31, 2003 and 2002

Fullcircle had revenues of $110,119 during the year ended December 31, 2003
compared to revenues of only $8,936 during 2002. The significant increase in
revenues during fiscal 2003 is largely due to increased sales by our parent
company, FullCircle. We also generated approximately $2,000 in revenue from
ongoing operations of our subsidiary AskPhysicians.com. None of our other
subsidiaries had any operations or generated any revenues during 2003. A cost of
sales in 2003 of $126,779 yielded a gross loss before operating expenses of
$16,660. In 2002, the Company had cost of sales of $2,286 and showed a gross
profit of $6,650 before operating expenses. Operating expenses during 2003 were
$1,611,611 and interest expenses were $38,423. As a result of these factors the
Company realized an operating loss of $1,628,271 and a net loss of $1,671,911
for 2003. During the year ended December 31, 2002, operating expenses were
$2,856,575, expenses associated with reorganization were $310,000, and interest
expenses were $34,341 resulting in a net loss for the Company of $3,321,402.

The approximately 50% decrease in net loss, year to year, during 2003 is
attributable to higher expenses during 2002. During 2002, $1,839,625 of our
general and administrative expenses were attributable to stock issuances. This
represented more than 50% of our total expenses during 2002. Issuances of stock
to investors, along with compensation to starting salespeople, development of
marketing and other strategic partnerships, and the marketing of our product,
all resulted in higher expenses during the early stages of our business model in
2002.

Liquidity and Capital Resources

At December 31, 2003 our total assets were $439,804 compared to total assets of
$5,207,993 at December 31, 2002. The reduction in assets from the beginning of
the year was due a reduction in goodwill and product rights associated with
divesting ourselves of Paradigm Solutions in July of 2003.

Total current assets at December 31, 2003 consisted of $479 in cash. Current
assets at December 31, 2002 were $94,567 in commission advances. Total property
and equipment at December 31, 2003 was $485,885 compared to property and
equipment of $463,545 at December 31, 2002. Other assets at December 31, 2003
were $280,330 compared to $4,679,724 at December 31, 2002. The decrease in other
assets is due to a reduction in goodwill from $4,464,718 at December 31, 2002 to
$0 at December 31, 2003, and the elimination of $354,063 in product development
and operating rights. The reductions in goodwill and product rights were due to
divesting ourselves of Paradigm Solutions in July of 2003.

Our liabilities decreased substantially from December 31, 2002 through December
31, 2003. Total liabilities at December 31, 2002 were $1,050,844 compared to
total liabilities of $779,290 at December 31, 2003. The reduction in liabilities
was due to selling Paradigm Solutions and canceling existing payables of
$227,211, $19,435 in accrued expenses and $14,863 in deferred Paradigm revenues.

Net cash provided by financing activities was $659,771 during the year ended
December 31, 2003 and was primarily related to proceeds of $477,900 from
convertible debentures. We also received $105,969 from notes payable.

                                       11
<PAGE>
From February 2003 through April 2003 we conducted a private placement of
$600,000 in convertible debentures and warrants to buy 1,800,000 shares of our
common stock. The debentures bear interest at 12% and mature one year from the
date of issuance. The debentures may be converted for either $0.75 per share or
50% of the average three lowest trading prices for our common during the 20
trading days before the conversion date, whichever is lower.

The warrants are exercisable until seven years from the date of issuance at a
purchase price of $0.075. 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.

The full principal amount of the convertible debentures are due upon default
under the terms of convertible debentures. The investors hold a security
interest in substantially all of our assets, intellectual property and
registration rights with respect to the shares underlying the debentures and
warrants.

During 2003, we have been negotiating to reduce these convertible debentures and
warrants through issuances of common stock. Through December 31, 2003 we have
continued to reduce notes payable, convertible debentures and associated
interest. During 2003, we issued stock for the conversion of debentures and
related interest. Through the twelve months ended December 31, we have settled
$203,015 in notes payable and $369,307 in convertible debentures through the
issuance of stock. In November 2003, we defaulted on the convertible debenture
agreement and a new note was signed pursuant to a settlement agreement. The
balance of the new note is $345,533 at December 31, 2003 and is due in November
2004. We intend to continue decreasing our notes payable through the issuance of
common stock.

Our material funding requirements include operating debt, salaries, professional
fees, and the maintenance of our office and equipment leases. We will also have
ongoing operating costs related to maintaining our emergency data retrieval
services, enhancing our registry, and hardware and software upgrades. During the
second quarter of 2003, we executed a contract to provide a significant portion
of these services in exchange for our common stock. As of December 31, 2003 we
had no capital commitments.

We are currently focused on increasing revenues from our registry operations and
reducing debt through converting debentures and notes payable to common stock.
We may also seek funding from unencumbered securities purchases or from lenders
offering favorable terms. At this time, we have no contracts, agreements, or
understandings for additional funding, nor can any assurance be given that we
will be able to obtain this capital on acceptable terms, if at all. In such an
event, this may have a materially adverse effect on our business, operating
results and financial condition. If the need arises, we may offer a private
placement or attempt to obtain funding through the use of various types of short
term funding, loans or working capital financing arrangements from financial
institutions.

We will also continue to explore resale agreements, whereby other organizations
bundle FullCircle Registry memberships into the consumer-driven products they
are already selling. If successful, this will reduce sales expenses and broaden
our client base. In addition, our overhead should not increase significantly
since we will not have additional data entry expenses and will be able to
negotiate and enter into agreements with multiple competitors within any given
arena. Our resellers typically collect retail from their customers and remit
wholesale to FullCircle, as a result, we will save the costs associated with
billing and paying commissions. Finally, we can customize our services to
provide components that augment the vendor's existing product, while still
enabling the vendor to meet a competitive price point. We intend to continue
exploring resale agreements and cross-marketing opportunities.

                                       12
<PAGE>
FullCircle is able to sell medical care expense reimbursement models on a
fee-for-service basis and our members are automatically included for
participants in these plans. Recent guidance promulgated by the Internal Revenue
Service provides us a proper framework in which to offer our, health
reimbursement arrangements to the public. FullCircle intends to use only
licensed, bonded and insured third party administrators to review and authorize
reimbursements. Participants will have the convenience of an employer-funded
debit cards to purchase health care products and services that are not
reimbursable by their group health plan.

We require additional capital to supplement our anticipated revenues and fund
our continuing operations. We have relied upon advances from officers and
shareholders and we have issued stock to finance our operations to this point.
Fullcirlce currently owes $575,590 in notes payable to related parties. There
are no agreements or understandings that additional funding will be forthcoming.
Our auditors have expressed concern that the Company has experienced losses from
operations and negative cash flows from operations since inception. We have
negative working capital and a capital deficiency at December 31, 2003. These
conditions raise substantial doubt about our ability to continue as a going
concern.

Item 7. Financial Statements

The financial statements of the Company appear on Page 24.

Item 8. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure.

None.

Item 8A.  Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures. The Company's management,
with the participation of the chief executive officer and the chief financial
officer, carried out an evaluation of the effectiveness of the Company's
"disclosure, controls and procedures" (as defined in the Securities Exchange Act
of 1934 (the "Exchange Act") Rules 13a-15(3) and 15-d-15(3) as of the end of the
period covered by this annual report (the "Evaluation Date"). Based upon that
evaluation, the chief executive officer and the chief financial officer
concluded that, as of the Evaluation Date, the Company's disclosure, controls
and procedures are effective, providing them with material information relating
to the Company as required to be disclosed in the reports the Company files or
submits under the Exchange Act on a timely basis.

(b) Changes in Internal Control over Financial Reporting. There were no changes
in the Company's internal controls over financial reporting, known to the chief
executive officer or the chief financial officer, that occurred during the
period covered by this report that has materially affected, or is reasonably
likely to materially affect, the Company's internal control over financial
reporting.

                                    PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act.

The following table sets forth the name, age, position and office term of each
executive officer and director of the Company.

                                       13
<PAGE>
<TABLE>
<CAPTION>

Name                            Age       Positions                                                      Since

<S>                             <C>                                                                      <C>
Isaac Boutwell                  71        Chief Executive Officer and Director                           2002

Trent Oakley                    45        Chief Financial Officer and Director                           2003

David E. Allen                  50        Director                                                       2003

Alec Stone                      62        Chairman of the Board                                          2003

Toby G. Wolcott                 59        Director                                                       2003

</TABLE>


The Company has no audit committee financial expert, as defined under Section
228.401, serving on its audit committee because it has no audit committee and is
not required to have an audit committee because it is not a listed security as
defined in Section 240.10A-3.

Issac M. Boutwell, Chief Executive Officer and Director. Mr. Boutwell was
elected a director of FullCircle Registry in October 2002. Subsequent to the
resignation of our former CEO, Chris Whitten in 2003, Mr. Boutwell was named
Chief Executive Officer of FullCircle. 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.

Trent Oakley, Chief Financial Officer and Director. Mr. Oakley has been the
Chief Financial Officer of FullCircle since 2003 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.

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.

Alec Stone, Chairman of the Board of directors. Alec Stone was born on September
28, 1941. Mr. Stone has been an attorney in private practice since 1968 and
currently serves as Chairman of the Board for FullCircle Registry, Inc. Mr.
Stone is not currently serving on the Board of any other public company.

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.

                                       14

<PAGE>

Item 10. Executive Compensation

Compensation of Directors

Directors receive 2,000 shares of common stock for each Board meeting that they
attend in person. During 2003 Directors received the following shares of common
stock for attending Board meetings:

Name                        Shares              Reason

David Allen                 20,000              Attendance at 10 Board Meetings

W. Garriott Baker           18,000              Attendance at 9 Board Meetings

Isaac Boutwell              20,000              Attendance at 10 Board Meetings

John Bruington              18,000              Attendance at 9 Board Meetings

Paul Crouse                  2,000              Attendance at 1 Board Meeting

Myron Feinberg               8,000              Attendance at 4 Board Meetings

Trent Oakley                20,000              Attendance at 10 Board Meetings

Chris Rhodes                 8,000              Attendance at 4 Board Meetings

Matthew Skiles               8,000              Attendance at 4 Board Meetings

Alec Stone                  12,000              Attendance at 6 Board Meetings

Steven Whitten               6,000              Attendance at 3 Board Meetings

Janice Whelan               16,000              Attendance at 8 Board Meetings

Toby Wolcott                20,000              Attendance at 10 Board Meetings

Total Shares               176,000


                                       15

<PAGE>


Compensation of Officers

The following table lists the compensation received by our former and current
officers over the last three years.


                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                    Annual Compensation                  Long Term Compensation
------------------------------------------------------------------------------------------------------------------------------------
                                                                             Awards                 Payouts
------------------------------------------------------------------------------------------------------------------------------------
                                                                                   Securities
                                                                     Restricted    Underlying
<S>                                              <C>                                                          <C>
 Name and                Year       Salary  Bonus($)  Other Annual   Stock Awards   Options/     LTIP Payouts ($)  All Other Compen-
 Principal Position      Ended        ($)               Compen-          ($)        SARs (#)                           sation ($)
 Of Former Officers.                                  sation ($)
------------------------------------------------------------------------------------------------------------------------------------
Anthony B. Ramon          12/31/03         0                    0          0           0
Former CEO, resigned      12/31/02         0                    0          0           0
10/08/01                  12/31/01    47,153                    0          0           0

Jim Reskin                12/31/03         0                    0     35,245(1)        0
Former CEO, resigned      12/31/02   120,000                    0          0     414,000(2)
4/9/03                    12/31/01    60,000                    0          0           0

Steve Whitten(11)         12/31/03         0                    0     18,580(3)        0
Former CEO, resigned      12/31/02         0                    0          0           0
9/30/03                   12/31/01         0                    0          0           0

Garriott Baker(12)        12/31/03    70,307.63       37,153.74(4)     7,950(5)  200,000(6)
Former President,         12/31/02    72,000(7)            87,000          0           0
resigned                  12/31/01         0                    0          0           0
10/01/03

------------------------------------------------------------------------------------------------------------------------------------
                                    Annual Compensation                         Long Term Compensation

                                                                            Awards                 Payouts
------------------------------------------------------------------------------------------------------------------------------------
                                                                                   Securities
                                                                     Restricted    Underlying
 Name and                Year       Salary  Bonus($)  Other Annual   Stock Awards   Options/     LTIP Payouts ($)  All Other Compen-
 Principal Position      Ended        ($)               Compen-          ($)        SARs (#)                           sation ($)
 Of Former Officers.                                  sation ($)
------------------------------------------------------------------------------------------------------------------------------------
Isaac Boutwell(13)      12/31/03        0                  0               0             0
CEO and Director since  12/31/02        0                  0               0             0
10/01/03                12/31/01        0                  0               0             0

Trent Oakley(14)        12/31/03   40,250          37,553.06(8)     15,400(9)   200,000(10)
CFO, Executive VP and   12/31/02        0                  0               0             0
CMO since June 2003     12/31/01        0                  0               0             0

</TABLE>

    (1)   Jim Reskin received 225,689 shares worth $35,245 as compensation
          during 2003.

    (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.

                                       16
<PAGE>

     (3)  Steve Whitten received 115,000 shares worth 18,580 as compensation
          during 2003.

     (4)  B-Advisors, an entity controlled by Garrriott Baker, received payments
          totaling $37,153.74 in 2003.

     (5)  Mr Baker received 80,000 shares worth $7,950 as compensation during
          2003.

     (6)  Mr. Baker exercised 200,000 stock options at a price of $0.001 per
          share for a total of $200.

     (7)  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. Mr. Baker also received an office allowance of $250 per month
          during 2002. Additionally, Mr. Baker was 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
          received $7,000 a month, and an additional $1.00 for each HealthIER
          Plan participant that exceeds $7,000.

     (8)  Trent Oakley, Inc., an entitiy owned by Trent Oakley received $5,000
          in payments for consulting services in 2003. Additionally, Progressive
          Management Solutions, an entity owned by Trent Oakley, received
          $32,553.06 in commissions and for consulting services in 2003.

     (9)  Mr. Oakley received 95,000 shares worth $15,400 as compensation during
          2003.

    (10)  Mr. Oakley exercised 200,000 stock options at a price of $0.001 per
          share for a total of $200.

    (11) Steve Whitten also received an additional 6,000 shares compensation for
          duties performed as a Director of the Company.

    (12) Mr. Baker also received an additional 18,000 shares compensation for
          duties performed as a Director of the Company.

    (13) Mr. Boutwell received 20,000 shares compensation for duties performed
          as a Director of the Company.

    (14) Mr. Oakley also received an additional 20,000 shares compensation for
          duties performed as a Director of the Company.

Item 11. Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth as of December 31, 2003, the name and
shareholdings of each person known to us that either directly or beneficially
holds more than 5% of our 52,128,476 issued and outstanding shares of common
stock, par value $.001. The table also lists the name and shareholdings of each
director and of all officers and directors as a group. Except as otherwise
indicated, the persons named in the table have sole voting and dispositive power
with respect to all shares beneficially owned, subject to community property
laws where applicable.

                                       17
<PAGE>
<TABLE>
<CAPTION>

                                                                      Number of Shares
                                                                          Beneficially
Name and Address                              Title of Class              Owned                % of Shares
<S>                                            <C>                        <C>                         <C>
Isaac Boutwell (1)(2)                             Common                 3,689,820                   7.07%
1815 Cann School Lane
East View, KY 42732

Trent Oakley (1)(2)                               Common                   467,218                   0.89%
8210 Smithtown Rd.
Louisville, KY 40218

David E. Allen (1)                                Common                    74,967                    0.1%
5350 Stiles Rd.
Howardstown, KY 40051

Alec Stone (1)                                    Common                 6,781,422                     13%
830 Lawrence St.
Brandenburg, KY 40108

Toby G. Wolcott (1)                               Common                    20,000                   0.04%
7521 Newton Dr.
Louisville, KY 40228

AJW Partners, LLC                                 Common                 2,715,187(3)                 5.2%
C/0 1044 Northern Blvd Suite 30
Rosyln, NY 11576

W Paul Crause                                     Common                 3,000,000                    5.8%
4181 Waterbrook Way
Greenwood, IN 46143

George Harman                                     Common                 5,032,730                    9.7%
3033 Ring Rd.
Elizabethtown, KY 42701

Superior Solutions Group, LLC                     Common                 5,665,030                   10.9%
5172 E 65th St. Suite 105
Indianapolis, IN 46220

-----------------------------------------------------------------------------------------------------------
All Executive Officers and Directors as a group (5 persons)             11,033,427                  21.16%
</TABLE>

(1)  Director
(2)  Officer
(3)  AJW Offshore LTD holds 1,152,325 shares, AJW Partners, LLC holds 781,431
     shares, and AJW Qualified Partners, LLC holds 781,431 shares for a total of
     2,715,187 shares.

Item 12. Certain Relationships and Related Transactions.

     The Company entered into a lease agreement for office space whereby we make
     direct payments to the lessor although the lease is held in the name of a
     minority shareholder. The monthly lease payment is $3,003 and the lease
     expires in December 2004. Rent expense was approximately $44,000 and
     $40,781 for 2003 and 2002, respectively.

                                       18
<PAGE>
     The Company has notes payable due to Isaac Boutwell of $126,072 and $0 as
of December 31, 2003 and 2002, respectively.

     The Company has notes payable due to shareholders of $449,518 and $616,126,
respectively.

Item 13. Exhibits and Reports on Form 8-K.

Exhibits:
<TABLE>
<CAPTION>

Exhibit Number                Title                                                            Location

<S>                           <C>                                                             <C>
31.1                          Certification of the Principal Executive Officer pursuant
                              to Section 302 of the Sarbanes-Oxley Act of 2002                 Attached

                              Certification of the Principal Financial Officer pursuant
31.2                          to Section 302 of the Sarbanes-Oxley Act of 2002                 Attached

                              Certification of the Principal Executive Officer  pursuant
32.1                          to U.S.C. Section 1350 as adopted pursuant to Section 906
                              of the Sarbanes-Oxley Act of 2002                                Attached

                              Certification of the Principal Financial Officer pursuant
32.2                          to U.S.C. Section 1350 as adopted pursuant to Section 906
                              of the Sarbanes-Oxley Act of 2002                                Attached
</TABLE>
Item 14. Principal Accountant Fees and Services

Audit Fee

The aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal account for the audit of FullCircle's annual
financial statement and review of financial statements included in FullCircle's
10-QSB reports and services normally provided by the accountant in connection
with statutory and regulatory filings or engagements were $21,400 for fiscal
year ended 2002 and $33,500 for fiscal year ended 2003.

Audit-Related Fees

There were no fees for other audit related services for fiscal year ended 2003.

Tax Fees

There were no fees for tax compliance, tax advice and tax planning for the
fiscal years 2003 and 2002.

All Other Fees

                                       19
<PAGE>
There were no other aggregate fees billed in either of the last two fiscal years
for products and services provided by the principal accountant, other than the
services reported above.

We do not have an audit committee currently serving and as a result our board of
directors performs the duties of an audit committee. Our board of directors will
evaluate and approve in advance, the scope and cost of the engagement of an
auditor before the auditor renders audit and non-audit services. We do not rely
on pre-approval policies and procedures.

                                       20

<PAGE>
                                   SIGNATURES

In accordance with the Exchange Act, the registrant caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.

                                                       FULLCIRCLE REGISTRY, INC.


Date: April 14,2004                                   /s/Isaac Boutwell
                                                         ---------------
                                                         Isaac Boutwell
                                                         Chief Executive Officer


Date: April 14,2004                                   /s/Trent Oakley
                                                         -----------------
                                                         Trent Oakley
                                                         Chief Financial Officer


In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.



Date: April 14, 2004                                  /s/Isaac Boutwell
                                                         ----------------
                                                         Isaac Boutwell
                                                         Director


Date: April 14, 2004                                  /s/Trent Oakley
                                                         ----------------
                                                         Trent Oakley
                                                         Director

Date: April 14, 2004                                     By:________________

                                                         Alec Stone
                                                         Director

Date: April 14, 2004                                 /S/ David E. Allen
                                                         -----------------
                                                         David E. Allen
                                                         Director

Date: April 14, 2004                                     By:_______________
                                                         Toby G. Wolcott
                                                         Director

                                       21
<PAGE>

                                 C O N T E N T S
<TABLE>
<CAPTION>
<S>                                                                                                             <C>
Independent Auditor's Report................................................................................... 23

Consolidated Balance Sheets.................................................................................... 24

Consolidated Statements of Operations.......................................................................... 26

Consolidated Statements of Stockholders' Equity................................................................ 27

Consolidated Statements of Cash Flows.......................................................................... 33

Notes to the Consolidated Financial Statements................................................................. 35
</TABLE>
                                       22
<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, 2003 and 2002 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, 2003 and 2002 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.



/S/
Chisholm, Bierwolf & Nilson, LLC
Bountiful, Utah
February 6, 2004

                                       23
<PAGE>

                            FullCircle Registry, Inc.

                           Consolidated Balance Sheets

                                   ASSETS
<TABLE>
<CAPTION>
                                                                         December 31,
                                                     ----------------------------------------------------
                                                                 2003                        2002
                                                     ----------------------------------------------------
<S>                                                   <C>                         <C>
   CURRENT ASSETS:
     Cash                                             $          479              $             -
     Commission advances                                           -                       94,567
                                                     ----------------------------------------------------

         Total Current Assets                                    479                       94,567
                                                     ----------------------------------------------------

   PROPERTY AND EQUIPMENT:
      Computers and equipment                                 84,936                       62,596
      Office furniture and fixtures                           10,153                       10,153
      Software                                               390,796                      390,796
                                                     ----------------------------------------------------

                                                             485,885                      463,545
                                                     ----------------------------------------------------
   Less:
      Accumulated depreciaton - software                    (279,592)                    (180,898)
      Accumulated depreciaton                                (47,298)                     (28,945)
                                                     ----------------------------------------------------

         Total Property and Equipment                        158,995                      253,702
                                                     ----------------------------------------------------

   OTHER ASSETS:
      Net assets from discontinued operations                      -                       96,256
      Investments available for sale                         279,330                      117,750
      Goodwill                                                     -                    4,464,718
      Deposits                                                 1,000                        1,000
                                                     ----------------------------------------------------

         Total Other Assets                                  280,330                    4,679,724
                                                     ----------------------------------------------------

        TOTAL ASSETS                                  $      439,804                 $  5,027,993
                                                     ====================================================

</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                       24
<PAGE>


                            FullCircle Registry, Inc.
                     Consolidated Balance Sheets (Continued)

<TABLE>
<CAPTION>

                                    LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                             December 31,
                                                              ------------------------------------------------

                                                                     2003                 2002
                                                              ------------------- ----------------------------

CURRENT LIABILITIES:
<S>                                                           <C>                    <C>

   Bank overdraft                                             $               -      $           988
   Accounts payable                                                     115,381              133,995

   Accounts payable - related party                                           -               17,725

   Accrued expenses                                                      48,555               86,752
   Current protion of long-term liabilities                             606,896              311,384
                                                              ------------------- ----------------------------

      Total Current Liabilities                                         770,832              550,844
                                                              ------------------- ----------------------------

LONG-TERM LIABILITIES:

   Notes payable                                                         26,250              195,258
   Notes payable-related party                                          575,590              616,126

   Capital lease                                                         13,514                    -
   Less: current portion of long-term liabilities                      (606,896)            (311,384)
                                                              ------------------- ----------------------------


     Total Long Term Liabilities                                          8,458              500,000
                                                              ------------------- ----------------------------

     Total Liabilities                                                  779,290            1,050,844
                                                              ------------------- ----------------------------


STOCKHOLDERS' EQUITY:
   Preferred stock, authorized 5,000,000 shares of
   $.001              par value,
   issued and outstanding 30,000 and 210,750 shares,
   respectively                                                              30                  211
   Common stock, authorized 200,000,000 shares of
   $.001 par value, issued and
   outstanding 52,128,476 and 22,577,696 shares,
   respectively                                                          52,128               22,578
   Additional paid in capital                                         5,584,540            8,420,213
   Accumulated comrehensive income                                      161,580                    -
   Retained earnings (deficit)                                       (6,137,764)          (4,465,853)
                                                              ------------------- ----------------------------

      Total Stockholders' Equity                                       (339,486)           3,977,149
                                                              ------------------- ----------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $        439,804     $      5,027,993
                                                              =================== ============================

</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                       25
<PAGE>
                            FullCircle Registry, Inc.
                      Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                                        For the Years Ended
                                                                            December 31,
                                                               ---------------------------------------
                                                                      2003                2002
                                                               ---------------------------------------
<S>                                                             <C>                  <C>
Revenues                                                        $       110,119      $         8,936

Cost of sales                                                           126,779                2,286
                                                               ---------------------------------------

Gross Profit                                                            (16,660)               6,650

Operating Expenses
  Selling, general & administrative                                   1,611,611            2,856,575
                                                               ---------------------------------------

    Total Operating Expenses                                          1,611,611            2,856,575
                                                               ---------------------------------------

Operating Income (Loss)                                              (1,628,271)          (2,849,925)

Other Income (Expense)

   Reorganization expense                                                     -             (310,000)

   Gain on settlement of debt                                            43,848                    -
   Interest expense                                                     (38,423)             (34,341)
                                                               ---------------------------------------

    Total Other Income (Expense)                                          5,425             (344,341)
                                                               ---------------------------------------

Net Income (Loss) from Continuing Operations                         (1,622,846)          (3,194,266)

Discontinued Operations
Gain (loss) from operations (net of income
   taxes of $0)                                                         (49,065)            (127,136)
Gain (loss) on disposal (net of income  taxes
   of $0)                                                                     -                    -
                                                               ---------------------------------------

 Total Gain (Loss) From Discontinued
   Operations                                                           (49,065)            (127,136)

Net Income (Loss)                                               $    (1,671,911)      $  (3,321,402)
                                                               =======================================

Net Income (Loss) Per Share                                     $         (0.05)      $       (0.22)
                                                               =======================================

Weighted Average Shares Outstanding                                  31,529,839          15,022,714
                                                               =======================================

</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                       26
<PAGE>
<TABLE>
<CAPTION>
                                                   FullCircle Registry, Inc. and Subsidiaries
                                            Consolidated Statements of Stockholders' Equity (Deficit)



                                                Preferred Stock         Common Stock            Additional   Retained   Accumulated
                                      ---------------------------------------------------------  Paid-in     Earnings  Comprehensive
                                              Shares       Amount    Shares        Amount        Capital     (Deficit)  Income
                                     -----------------------------------------------------------------------------------------------

<S>               <C> <C>                           <C>            <C>            <C>        <C>           <C>
Balance, December 31, 2001                    -     $       -      12,000,000    12,000      $   14,103    $(1,144,451)     -

April 2002 - reverse merger
adjustment                                    -             -         753,360       753           (753)          -          -

April 2002 - stock cancelled                  -             -         (53,330)      (53)            53           -          -

May 2002 - stock issued for
services at $0.50 per share                   -             -       1,400,000     1,400        698,600           -          -

July 2002 - stock issued for
services at $1.90  per share                  -             -          30,000        30         56,970           -          -

July 2002 - stock issued for
acquisition of ELTI                           -             -          75,000        75        117,675           -          -

August 2002 - stock issued
for cash at $5.00 per share             210,750           211               -         -      1,053,539           -          -

Note forgiveness by
shareholders, contribution                    -             -               -         -        728,693           -          -

September 2002 - stock
issued for services at $1.70
  per share                                   -             -          25,000        25         42,475           -          -

October 2002 - stock issued
for services at $0.72
per share                                     -             -         120,000       120         86,280           -          -

October 2002 - stock issued
 for acquisition of Paradigm                  -             -       6,000,000     6,000      4,014,000           -          -

October 2002 - stock issued
for acquisition of
  Spoken Data                                 -             -         210,000       210        140,490           -          -

October 2002 - stock issued
as incentive for preferred
  shareholders                                -             -         970,000       970        885,006           -          -

December 2002 - stock issued
for exercies of options
  at $0.01 per share                          -             -         414,000       414          3,726           -          -

December 2002 - stock issued
for cash at $0.25
  per share                                   -             -          20,000        20          4,980           -          -

December 2002 - stock issued
 for services at $1.05 per share              -             -          50,000        50         52,450           -          -

December 2002 - stock issued
 for services at $1.13
  per share                                   -             -          25,000        25         28,225           -          -

December 2002 - stock issued
for acquisition of
  AskPhysician.com                            -             -         462,000       462        470,778           -          -

December 2002 - stock issued
for cash at $0.30
  per share                                   -             -          76,666        77         22,923           -          -

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


Balance, December 31, 2002              210,750      $    211      22,577,696  $ 22,578   $  8,420,213 $(4,465,853) $       -

</TABLE>
                                       26
<PAGE>

                   FullCircle Registry, Inc. and Subsidiaries
      Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
<TABLE>
<CAPTION>



                                        Preferred Stock               Common Stock             Additional    Retained   Accumulated
                                     --------------------------------------------------        Paid-in       Earnings  Comprehensive
                                          Shares     Amount        Shares         Amount       Capital       (Deficit)    Income
                                     -----------------------------------------------------------------------------------------------
<S>                                              <C>              <C>           <C>              <C>              <C>           <C>
April 2003 - stock issued
for notes payable and
accrued interest at $0.36
per share                                       -          -          65,000           65            23,155         -             -

April 2003 - stock issued
for convertible debentures
and accrued interest at
$0.11 per share                                 -          -         258,181          258            28,916         -             -

May 2003 - stock issued
for convertible debentures
and accrued interest at $0.08
per share                                       -          -         980,000          980            72,520         -             -

May 2003 - stock issued for
notes payable and
accrued interest at $0.16
per share                                       -          -         877,112          877           142,809         -             -

May 2003 - stock issued for
deferred compensation
at $0.16 per share                              -          -         220,279          220            37,780         -             -

May 2003 - stock issued for
notes payable at $0.16 per share                -          -         225,689          226            35,884         -             -

May 2003 - stock issued for
convertible debentures and accrued
interest at $0.03 per share                     -          -        1,192,886       1,193            28,807         -             -

June 2003 - stock issued for convertible
debentures and accrued interest at
$0.03 per share                                 -          -          714,608         715            17,150         -             -

June 2003 - stock issued for convertible
debentures and accrued interest at
$0.04 per share                                 -          -          734,550         735            31,806         -             -

June 2003 - stock issued for services
at $.12 per share                               -          -          666,623         667            79,328         -             -

July 2003 - stock issued for
settlement of accounts
payable at $0.09 per share                      -          -           20,000          20             1,780         -             -

July 2003 - stock issued for
convertible debentures
and accrued interest at $0.04 per share         -          -          834,373         834            31,707         -             -

July 2003 - stock issued for convertible
debentures and accrued interest at $0.03
per share                                       -          -        1,170,523       1,171            31,370         -             -

July 2003 - stock issued for cash at $0.04
per share                                       -          -        3,750,000       3,750           146,250         -             -

July 2003 - stock received and canceled
from sale of subsidiary                         -          -       (6,000,000)     (6,000)       (3,973,246)        -             -

July 2003 - stock issued for services
at $0.06 per share                              -          -           40,000          40             2,360         -             -

August 2003 - stock issued for
convertible debentures and accrued
interest at $0.02 per share                     -          -        2,103,736       2,103            42,298         -             -

August 2003 - stock issued for
services at $0.04 per share                     -          -          500,081         500            19,503         -             -

September 2003 - stock issued
for convertible debentures
and accrued interest at $0.02 per share         -          -        1,516,207       1,516            21,227         -             -
</TABLE>

                                       27
<PAGE>
                   FullCircle Registry, Inc. and Subsidiaries
      Consolidated Statements of Stockholders' Equity (Deficit) (Continued)

<TABLE>
<CAPTION>

                                           Preferred Stock               Common Stock    Additional      Retained    Accumulated
                                       ------------------------------------------------    Paid-in       Earnings   Comprehensive
                                            Shares     Amount      Shares     Amount       Capital       (Deficit)      Income
                                       ------------------------------------------------------------------------------------------
<S>                                          <C>        <C>      <C>           <C>         <C>             <C>           <C>
September 2003 - stock issued
 for convertible debentures
 and accrued interest at
 $0.01 per share                               -          -      2,812,498     2,812       33,188           -             -

September 2003 - stock issued
 for services at $0.06 per share               -          -        112,000       112        6,608           -             -

September 2003 - stock issued
 for services at $0.04 per share               -          -      3,117,498     3,117      121,583           -             -

October 2003 - stock issued for
 convertible debentures and accrued
 interest at $0.01 per share                   -          -      1,406,249     1,406       16,594           -             -

November 2003 - stock issued for
 penalty on default of convertible
 debentures at $0.05 per share                 -          -      2,715,187     2,715      133,044           -             -

November 2003 - warrants issued                -          -              -         -       13,343           -             -

November 2003 - stock issued for
 services at $0.05 per share                   -          -        431,000       431       21,119           -             -

December 2003 - stock issued for
 services at $0.05 per share                   -          -         10,000        10          490           -             -


December 2003 - stock issued for
 preferred stock                        (180,750)      (181)     9,037,500     9,038       (8,857)          -             -


                                       31
<PAGE>
December 2003 - stock issued for
 services at $0.15 per share                   -          -         39,000        39        5,811           -             -

Net change in unrealized gain
 (loss) on available for
  sale investments                             -          -             -          -            -           -       161,580

Net income (loss) for the year
 ended December 31, 2003                       -          -             -          -            -  (1,671,911)            -

                                       ------------------------------------------------------------------------------------------
Balance, December 31,  2003               30,000  $      30    52,128,476  $  52,128  $ 5,584,540 $(6,137,764)  $   161,580
                                       ==========================================================================================
</TABLE>

                                       32
<PAGE>
                            FullCircle Registry, Inc.
                      Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
                                                                                            For the Years Ended
                                                                                             December 31,
                                                                              --------------------------------------------

                                                                                       2003                 2002
                                                                              --------------------------------------------

Cash Flows from Operating Activities

<S>                                                                            <C>                     <C>
  Net Income (Loss)                                                            $    (1,671,911)        $  (3,321,402)
  Less: Net Income (Loss) from Discontinued Operations                                 (49,065)             (127,136)
                                                                              --------------------------------------------
  Net Income (Loss) from Continuing Operations                                 $    (1,622,846)        $  (3,194,266)
  Adjustments to Reconcile Net Loss to Net Cash
    Provided by Operations:
     Depreciation and amortization                                                     112,746               402,794
     Stock issued for services                                                         299,718             1,839,625
     Stock issued for penalty on default of convertible debentures                     135,759                     -
     Note payable issued for finance charges                                           119,714                     -
     Deposits                                                                                -                   717
     Write off of goodwill                                                             168,110                     -
     Warrants issued                                                                    13,343                     -
     Convertible debentures issued for services                                        122,100                     -
     Gain on settlement of debt                                                        (43,848)
  Change in Assets and Liabilities
     (Increase) decrease in commission advances                                         94,567               (94,567)
     Increase (decrease) in bank overdraft                                                (988)                  988
     Increase (decrease) in accounts payable                                               710               (18,296)
     Increase (decrease) in accrued expenses                                            27,459               (23,834)
                                                                              --------------------------------------------

  Net Cash Provided(Used) by Continuing Operating Activities                          (573,456)           (1,086,839)
                                                                              --------------------------------------------

Cash Flows from Investing Activities
  Cash acquired from subsidiaries                                                            -                 3,130
  Cash paid in sale of subsidiary                                                      (40,000)                    -
  Cash paid for notes receivable                                                       (45,000)               20,000
  Cash paid for property and equipment                                                    (836)               (7,444)
                                                                              --------------------------------------------

  Net Cash Provided (Used) by Investing Activities                                     (85,836)               15,686
                                                                              --------------------------------------------

Cash Flows from Financing Activities
  Cash received from line of credit                                                          -                 9,731
  Cash paid for line of credit                                                               -               (34,865)
  Cash received from convertible debentures                                            477,900                     -
  Cash received from notes payable                                                           -               550,977

                                       33
<PAGE>
                            FullCircle Registry, Inc.
                      Consolidated Statements of Cash Flows (continued)


  Cash paid for notes payable                                                                -              (656,831)
  Cash received from issuance of treasury stock                                              -               100,000
  Cash received from notes payable -related party                                      105,969                     -
  Cash paid for capital leases                                                          (4,577)                    -
  Cash paid for notes payable -related party                                           (69,521)                    -
  Cash received from issuance of stock                                                 150,000             1,098,890
                                                                              --------------------------------------------

  Net Cash Provided(Used) by Financing Activities                                      659,771             1,067,902
                                                                              --------------------------------------------

Increase (Decrease) in Cash from Continuing Operations                                     479                (3,251)

Cash and Cash Equivalents at Beginning of Period                                             -                 3,251
                                                                              --------------------------------------------

Cash and Cash Equivalents at End of Period                                     $           479      $              -
                                                                              ============================================

Cash Paid For:
  Interest                                                                     $         5,724      $         17,910
                                                                              ============================================
  Income Taxes                                                                 $             -      $              -
                                                                              ============================================

Non-Cash Activities:
Stock issued for services                                                      $       299,718      $      1,839,625
                                                                              ============================================
Stock issued for investments                                                   $             -      $      5,059,690
                                                                              ============================================
Note payable issued for investments                                            $             -      $        500,000
                                                                              ============================================
Forgiveness of convertible debentures                                          $             -      $        728,693
                                                                              ============================================
Stock issued for accounts payable                                              $        18,845      $              -
                                                                              ============================================
Stock issued for notes payable and interest                                    $       203,015      $              -
                                                                              ============================================
Stock issued for convertible debentures and interest                           $       369,307      $              -
                                                                              ============================================
Convertible debentures issued for services                                     $       122,100      $              -
                                                                              ============================================
Warrants issued                                                                $        13,343      $              -
                                                                              ============================================
Stock issued for penalty on default of convertible debentures                  $       135,759      $              -
                                                                              ============================================
Note payable issued for finance charges                                        $       119,714      $              -
                                                                              ============================================
Forgiveness of note payable and accrued interest                               $        43,848      $              -
                                                                              ============================================

</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                       34
<PAGE>
                            FULLCIRCLE REGISTRY, INC.
                   Notes to Consolidated Financial Statements
                           December 31, 2003 and 2002

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.

     On July 29,  2003,  the  Company  entered  into a sales  agreement  for its
     wholly-owned subsidiary, Paradigm. Pursuant to the agreement, the 6,000,000
     shares of common stock originally issued by the Company for the acquisition
     of Paradigm  were  returned to the  Company  and  canceled.  The assets and
     liabilities of Paradigm have been presented on the financial  statements as
     discontinued  operations.  The Company has  recorded  the sale as a cost of
     treasury stock, therefore, no gain or loss has been recognized.

                                      35
<PAGE>
                           FULLCIRCLE REGISTRY, INC.
                   Notes to Consolidated Financial Statements
                           December 31, 2003 and 2002

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (Continued)

     b.   Accounting Method

     The  Company  recognizes  income  and  expenses  on the  accrual  basis  of
     accounting. The Company has chosen a fiscal year end of December 31.

     c.   Earnings (Loss) Per Share

     The  computation  of  earnings  per share of  common  stock is based on the
     weighted  average  number  of  shares   outstanding  at  the  date  of  the
     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,
                                                                    --------------------------------------
                                                                           2003          2002
<S>                                                                 <C>             <C>
             Numerator - loss                                       $  (1,671,911)  $ (3,321,402)

             Denominator - weighted average
              of shares outstanding                                    31,529,839     15,022,714
                                                                    --------------------------------------
             Loss per share                                         $       (0.05)  $      (0.22)
                                                                    ======================================

</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 $6,000,000 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,
     2003 and 2002:
<TABLE>
<CAPTION>
                                                           December 31,
                                                  --------------------------------------
                                                         2003         2002
             Deferred tax asset:
<S>                                               <C>              <C>
                  NOL carryforward                $   2,040,000    $  1,518,000
                  Valuation allowance                (2,040,000)     (1,518,000)
                                                  --------------------------------------
                      Total                       $           -    $          -
                                                  ======================================

</TABLE>
     f.   Use  of  Estimates  in  the  Preparation  of  Consolidated   Financial
          Statements

                                       36
<PAGE>
                            FULLCIRCLE REGISTRY, INC.
                   Notes to Consolidated Financial Statements
                           December 31, 2003 and 2002

     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.

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,  2003  and  2002 is  $112,746  and  $102,794,
     respectively.

     h.   Principles of Consolidation

     For the years ended December 31, 2003 and 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 (2002 only) and  AskPhysicians.com,  Inc. All
     inter-company  transactions  and  accounts  have  been  eliminated  in  the
     consolidation.

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 generate additional
     working  capital  by  increasing  revenue  as a  result  of new  sales  and
     marketing initiatives and by raising additional capital from investors.

NOTE 3 - LONG-TERM LIABILITIES

     Long-term  liabilities  are  detailed  in  the  following  schedules  as of
     December 31, 2003 and 2002:
<TABLE>
<CAPTION>
                                                                               2003               2002
<S>                                                                             <C>                <C>
         Notes Payable - Related Party:

             Note payable to a shareholder pursuant to a
             settlement agreement for default on convertible
             debenture agreement, non interest bearing,
             principal due as follows: 1 month at $15,000;

                                       37
<PAGE>

                            FULLCIRCLE REGISTRY, INC.
                   Notes to Consolidated Financial Statements
                           December 31, 2003 and 2002

NOTE 3 - LONG-TERM LIABILITIES (Continued)

             3 months at $20,000 per month; $40,000 per
             month, thereafter, matures November 2004                       $   345,533      $         -

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

             Note payable to shareholders bearing 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                                                         $    53,985     $     36,126

             Note payable to a shareholder, non-interest
             bearing, principal due January 2004                                 50,000                -

             Note payable to an officer, non-interest bearing,
             principal due January 2004                                          50,000                -

             Note payable to an officer, bears interest at 8%
             per annum, principal and interest due on demand                     76,072                -

         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                                                              26,250          161,258
                                                                            ------------    -------------

         Total Notes Payable                                                    601,840          811,384
                                                                            ------------    -------------

         Capital Leases

             Capital lease payable to a leasing company, bears
             interest at 10% per annum, monthly payments due
             of $515, matures June 2006, secured by equipment               $    13,514      $         -
                                                                            ------------    -------------

         Total Capital Leases                                                    13,514                -
                                                                            ------------    -------------

     Total Long-Term Liabilities:                                               615,354          811,384

                                       38
<PAGE>
                            FULLCIRCLE REGISTRY, INC.
                   Notes to Consolidated Financial Statements
                           December 31, 2003 and 2002

NOTE 3 - LONG-TERM LIABILITIES (Continued)

         Less current portion:                                                 (606,896)        (311,384)
                                                                            ------------    -------------

         Net Long-Term Liabilities                                          $     8,458     $    500,000
                                                                            ============    =============

     Future minimum principal payments on notes payable are as follows:

                           2004                                             $   606,896
                           2005                                                   5,587
                           2006                                                   2,871
                                                                            ------------
                           Total Long-Term Liabilities                      $   615,354
                                                                            ============
</TABLE>
NOTE 4 - RELATED PARTY

     The  Company  entered  into a  lease  agreement  for  office  space  with a
     shareholder.  The monthly  lease payment is $3,003 and the lease expires in
     December 2004. Rent expense was approximately  $44,000 and $40,781 for 2003
     and 2002, respectively.

     The  Company has notes  payable due to an officer of $126,072  and $0 as of
     December 31, 2003 and 2002, respectively [see Note 3].

     The Company has notes payable due to shareholders of $449,518 and $616,126,
     respectively [See Note 3].

NOTE 5 - COMMITMENTS AND CONTINGENCIES

     The  Company  entered  into a  lease  agreement  for  office  space  with a
     shareholder [see Note 4 ]

     Future minimum operating lease payments are as follows:

                      2004                  $        36,036
                                            ----------------

                      Total                 $        36,036
                                            ================

NOTE 6 - 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.

                                       39
<PAGE>
                            FULLCIRCLE REGISTRY, INC.
                   Notes to Consolidated Financial Statements
                           December 31, 2003 and 2002

NOTE 6 - GOODWILL/ACQUISITIONS(con't)

     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   exchanged  for  1,000,000  shares  of  GloTech  stock.  (see
     investments available-for-sale. There were no operations of this subsidiary
     during 2003 and 2002.

     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 2003 and 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 was
     deemed by  management  to not be impaired as of December 31, 2002.  On July
     29, 2003, Paradigm was sold and the original 6,000,000 shares issued by the
     Company were returned and  cancelled.  The original  goodwill of $4,296,608
     was recorded as a cost of treasury stock.

     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.  For the
     years ended  December  31, 2003 and 2002,  the  Company has  recognized  an
     impairment of $168,110 and $300,000,  respectively.  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, 2003 and 2002:

        Paradigm                      $      4,296,608
        APC                                    468,110
                                      -----------------
        Total                                4,764,718
        Less impairment of APC                (300,000)
                                      -----------------

        Goodwill at December 31, 2002 $      4,464,718
        Less Impariment of APC                (168,110)
        Less Sale of Paradigm               (4,296,608)
                                      -----------------

                                       40
<PAGE>
                            FULLCIRCLE REGISTRY, INC.
                   Notes to Consolidated Financial Statements
                           December 31, 2003 and 2002

NOTE 6 - GOODWILL/ACQUISITIONS(con't)

         Goodwill at December 31, 2003 $               -
                                       ==================

NOTE 7 - 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.

          As of December 31, 2003 and 2002,  the Company owns shares of a public
          company.  The shares were  restricted  at  December  31,  2002,  so no
          unrealized gain or loss was recognized.  Investments in securities are
          summarized as follows at December 31, 2003 and 2002:
<TABLE>
<CAPTION>
                                                                 Unrealized           Realized       Fair
                                              Cost               Gain/(Loss)         Gain/(Loss)     Value
                                        -----------------  --------------------  ----------------  -----------
               Available-for-sale
                securities
<S>                     <C> <C>         <C>                <C>                   <C>               <C>
               December 31, 2003        $        117,750   $           161,580   $             -   $  279,330
               December 31, 2002        $        117,750   $                 -   $             -   $  117,750
                                        =================  ====================  ================  ===========
</TABLE>
NOTE 8 - WARRANTS

          During the year ended December 31, 2003, the Company issued  1,800,000
          warrants to  purchase  shares of common  stock.  These  warrants  were
          issued at an exercise price of $0.075.  The following tables summarize
          the information  regarding warrants  outstanding at December 31, 2003.
          All the warrants are exercisable at December 31, 2003.

             Warrants outstanding at December 31, 2002                      -
             Warrants granted                                       1,800,000
             Warrants expired                                               -
                                                                 -------------
             Warrants outstanding at December 31, 2003              1,800,000
                                                                 =============
             Weighted average exercise price of warrants
             outstanding at December 31, 2003                    $      0.075
                                                                 =============

                                       41
<PAGE>
                            FULLCIRCLE REGISTRY, INC.
                   Notes to Consolidated Financial Statements
                           December 31, 2003 and 2002

NOTE 8 - WARRANTS(continued)

                                      Number of       Weighted
                                      Warrants         Average        Weighted
                                    Outstanding at    Remaining       Average
                                     December 31     Contractual     Exercise
             Exercise Price             2003            Life          Price
             --------------        ----------------- -----------   -----------
             $0.075                   1,800,000        6 years        $0.075

NOTE 8 - WARRANTS (Continued)

          The Company applies SFAS No. 123, for warrants issued,  which requires
          the Company to estimate the fair value of each warrants  issued at the
          grant date by using the Black-Scholes pricing model with the following
          assumptions,

             Risk-free interest rate                          4%
             Life                                             7 years
             Volatility                                       215%
             Dividend Yield                                   0.0

          As a results of applying  SFAS No. 123, the Company has  recognized an
          expense of $13,343 and $0 during the years ended December 31, 2003 and
          2002,  respectively.  The  expense  is  included  in the  general  and
          administrative amount in the statement of operations.

NOTE 9 - DISCONTINUED OPERATIONS

          The following details the net assets from  discontinued  operations of
          Paradigm Solutions Group as of December 31, 2002:

             Assets
                  Cash                                    $      1,697
                  Accounts Receivable                            2,005
                  Product Development/Operating Rights         354,063
                                                          -------------
                      Total Assets                        $    357,765
                                                          =============

             Liabilities:
                  Accounts Payable                        $    227,211
                  Accrued Expenses                              19,435
                  Deferred Revenues                             14,863
                                                          -------------
                      Total Liabilities                   $    261,509
                                                          =============

             Net Assets from Discontinued Operations      $     96,256
                                                          =============

The losses recognized from discontinued operations of Paradigm are from the date
of acquisition on October 10, 2002 through the date of the sale on July 29,
2003.

                                       42