8-K/A 1 doc1.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act APRIL 7, 2003 Date of Report OCTOBER 10, 2002 (Date of Earliest Event Reported) FULLCIRCLE REGISTRY, INC. (Exact Name of Registrant as Specified in its Charter) NEVADA 333-51918 87-0653761 (State or other jurisdiction Commission File Number (IRS Employer of incorporation) I.D. No.) 500 WEST JEFFERSON STREET, PNC PLAZA, SUITE 2310 LOUISVILLE, KY 40202 (Address of Principal Executive Offices) 502-540-5112 Registrant's Telephone Number NOT APPLICABLE (Former Name or Former Address if changed Since Last Report) ITEM 7. FINANCIAL STATEMENTS (a) Financial Statements of Businesses Acquired, Paradigm Solutions Group, LLC. (b) Pro Forma Financial Information.

EXHIBITS: EXHIBIT NUMBER TITLE LOCATION 99.0 Certification of Chief Executive Officer Pursuant to Section Attached 906 of the Sarbanes-Oxley Act of 2002 99.1 Certification of Chief Financial Officer Pursuant to Section Attached 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. FULLCIRCLE REGISTRY, INC. /s/James A. Reskin ----------------------- James A. Reskin Chief Executive Officer Date: April 4, 2003 /s/George Harman ------------------ George Harman Chief Financial Officer Date: April 7, 2003 2 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, James A. Reskin, the Chief Executive Officer of FullCircle Registry, Inc. (the "Company"), certify that: 1. I have reviewed this current report on Form 8-K of the Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. /s/James A. Reskin -------------------------- James A. Reskin Chief Executive Officer April 4, 2003 3 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, George Harman, the Chief Financial Officer of FullCircle Registry, Inc. (the "Company"), certify that: 1. I have reviewed this current report on Form 8-K of the Company; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this report (the "Evaluation Date"); and c) presented in this report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. /s/George Harman ------------------------ George Harman Chief Financial Officer April 7, 2003 4

FORM 8-K/A FULLCIRCLE REGISTRY, INC. INDEX Page PART (A) FINANCIAL STATEMENTS OF PARADIGM SOLUTIONS GROUP, LLC Independent Auditor's Report 6 Balance Sheet - October 10, 2002 7 Statement of Operations and Members Capital from inception on May 21, 2002 through October 10, 2002 8 Statement of Cash Flows from inception on May 21, 2002 through October 10, 2002 9 Notes to the Financial Statements 10 PART (B) PROFORMA CONSOLIDATED FINANCIAL STATEMENTS, FULLCIRCLE REGISTRY, INC. Proforma Consolidated Balance Sheet 12 Proforma Statement of Operations 14 Notes to Proforma Consolidated Financial Statements 15

5 INDEPENDENT AUDITOR'S REPORT To the Board of Directors and Members of Paradigm Solutions Group, LLC: We have audited the accompanying balance sheet of Paradigm Solutions Group, LLC as of October 10, 2002 and the related statements of operations and members capital and cash flows from inception on May 21, 2002 through October 10, 2002. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Paradigm Solutions Group, LLC as of October 10, 2002 and the results of its operations and cash flows for the period from inception on May 21, 2002 through October 10, 2002 in conformity with generally accepted accounting principles in the United States of America. /s/Chisholm & Associates ---------------------------- North Salt Lake, Utah March 13, 2003 6

PARADIGM SOLUTIONS GROUP, LLC Balance Sheet ASSETS ------ October 10, 2002 ------------ Current Assets Cash . . . . . . . . . . . . . . . . . . . . $ 2,363 Accounts receivable (net of allowance of $0) 3,661 ------------ Total Current Assets . . . . . . . . . . . . . 6,024 ------------ Other Assets Product Development/Operating Rights . . . . 196,250 ------------ Total Assets . . . . . . . . . . . . . . . $ 202,274 ============ LIABILITIES AND MEMBERS' CAPITAL ---------------------------------------- Current Liabilities Accounts Payable . . . . . . . . . . . . . . $ 4,838 Accrued Expenses . . . . . . . . . . . . . . 10,370 Deferred Revenue . . . . . . . . . . . . . . 8,305 ------------ Total Current Liabilities. . . . . . . . . . . 23,513 ------------ Total Liabilities. . . . . . . . . . . . . 23,513 ------------ Members' Capital . . . . . . . . . . . . . . . 178,250 Retained Earnings. . . . . . . . . . . . . . 511 ------------ Total Members' Capital . . . . . . . . . . . . 178,761 ------------ Total Liabilities and Members' Capital . . $ 202,274 ============

The Accompanying Notes are an Integral Part of these Financial Statements 7

PARADIGM SOLUTIONS GROUP, LLC Statement of Operations and Members Capital From inception on May 21, 2002 to October 10, 2002 ---------------- Revenues . . . . . . . . . . . . $ 9,573 Operating Expenses General & Administrative . . . 9,062 ---------------- Total Operating Expenses . . 9,062 ---------------- Operating Income (Loss). . . . . 511 ---------------- Other Income (Expense) Interest Expense. . . . . . . - ---------------- Total Other Income (Expense) - ---------------- Net Income (Loss). . . . . . . . $ 511 Members Capital Beginning Balance . . . . . - Contribution from members . 178,250 ---------------- Total Members Capital. . . . . . $ 178,761 ================

The Accompanying Notes are an Integral Part of these Financial Statements 8

PARADIGM SOLUTIONS GROUP, LLC Statement of Cash Flows From inception on May 21, 2002 to October 10, 2002 ----------------- Cash Flows from Operating Activities Net Income (Loss). . . . . . . . . . . . . . . . . . . . . . . . $ 511 Adjustments to Reconcile Net Loss to Net Cash Provided by Operations: Change in Assets and Liabilities (Increase) in account receivable. . . . . . . . . . . . . . . (3,661) Increase in Deferred Revenues . . . . . . . . . . . . . . . . 8,305 Increase (Decrease) in Accounts Payable and Accrued Expenses. 15,208 ----------------- Net Cash Provided(Used) by Operating Activities. . . . . . . . . 20,363 ----------------- Cash Flows from Investing Activities Purchase of Capitalized Development Costs. . . . . . . . . . . . (18,000) ----------------- Net Cash Provided (Used) by Investing Activities . . . . . . . . (18,000) ----------------- Net Cash Provided(Used) by Financing Activities. . . . . . . . . - ----------------- Increase (Decrease) in Cash. . . . . . . . . . . . . . . . . . . . 2,363 ----------------- Cash and Cash Equivalents at Beginning of Period . . . . . . . . . - ----------------- Cash and Cash Equivalents at End of Period . . . . . . . . . . . . $ 2,363 ================= Cash Paid For: Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ - ================= Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . $ - =================

The Accompanying Notes are an Integral Part of these Financial Statements 9 PARADIGM SOLUTIONS GROUP, LLC Notes to the Financial Statements October 10, 2002 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. Organization The financial statements presented are those of Paradigm Solutions Group, LLC (The Company). The Company was organized as a limited liability company on May 21, 2002 in the State of Delaware for the purpose of promoting the Healtier Plan, a medical reimbursement plan providing employers the opportunity to take advantage of IRS qualified medical deductions from gross payroll. b. Recognition of Revenue / Deferred Revenues The Company recognizes income and expense on the accrual basis of accounting. Revenue is recorded as monthly services are performed. Up front set-up fees and prepaid service fees are deferred until the set-up of the client files are complete or the monthly services are completed. c. Provision for Income Taxes Paradigm Solutions Group, LLC is taxes as a partnership for federal and state income taxes under the provisions of the Internal Revenue Code. Under those provisions, the Company does not pay income taxes on its taxable income, instead, the members are liable for individual income taxes on their respective shares of the Company's net operating income in their individual income tax returns. d. Cash and Cash Equivalents The company considers all highly liquid investments with maturities of three months or less to be cash equivalents. e. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Management believes that the estimates used in preparing the financial statements are reasonable and prudent; however, actual results could differ from these estimates. NOTE 2 - RELATED PARTY TRANSACTIONS On July 1, 2002, the Company entered into a management agreement with The Redwood Group LLC wherein the Company will manage the medical reimbursement plan for Redwood clients. The officers and members of the Company are also the 10 PARADIGM SOLUTIONS GROUP, LLC Notes to the Financial Statements October 10, 2002 NOTE 2 -RELATED PARTY TRANSACTIONS (Continued) officers and members of Redwood. The company has a balance due Redwood for expenses paid on behalf of the Company in the amount of $10,010 at October 10, 2002. All costs associated with the development of the Healthier Plan were originally paid by Redwood, transferred to the members that organized the Company, and then transferred to the Company. NOTE 3 - PRODUCT DEVELOPMENT/OPERATING RIGHTS During 2002, the Company received all right to market the Healthier Plan. The costs incurred for legal and software development have been capitalized. These costs were transferred from the members of the Company upon organization, and will be amortized beginning in 2003. Predecessor Cost was used in the valuation and capitalization of the product development and operating rights. NOTE 4 - SUBSEQUENT EVENTS On October 11, 2002, the members of the Company exchanged their memberships for 6,000,000 shares of common stock of Full Circle Registry, Inc., a public Delaware corporation. The Company became a wholly owned subsidiary of Full Circle pursuant to the acquisition agreement and began reporting on a consolidated basis with them. 11

FULLCIRCLE REGISTRY, INC. Proforma Consolidated Balance Sheet Paradigm FullCircle Solutions Proforma Registry Group, LLC Proforma Consolidated Balance Balance Adjustments Balance 9/30/02 9/30/02 DR CR 9/30/02 ----------------- ------------- -------------- -------------- -------------- (unaudited) (unaudited) (unaudited) ASSETS Current Assets Cash and Cash Equivalents . . . . . . $ 112,055 $ 2,363 $ 114,418 Accounts Receivable, Net. . . . . . . - 3,661 3,661 ----------------- ------------- -------------- -------------- -------------- Total Current Assets. . . . . . . . . 112,055 6,024 118,079 Property and Equipment, Net . . . . . 167,665 - 167,665 Other Assets Product Development/Operating Rights. - 196,250 196,250 Goodwill. . . . . . . . . . . . . . . 4,341,239 4,341,239 Investments - Available for Sale. . . 142,500 - 142,500 Prepaid Expenses. . . . . . . . . . . 60,483 - 60,483 Deposits. . . . . . . . . . . . . . . 1,717 - 1,717 ----------------- ------------- -------------- -------------- -------------- Total Other Assets. . . . . . . . . . 204,700 196,250 4,742,189 ================= ============= ============== Total Assets. . . . . . . . . . . . . $ 484,420 $ 202,274 $5,027,933 ================= ============= ==============

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LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts Payable & Accrued Expenses. . . . $ 227,843 $ 15,208 $243,051 Line of Credit . . . . . . . . . . . . . . 35,000 - 35,000 Deferred Revenue . . . . . . . . . . . . . - 8,305 8,305 Current Portion of Long-Term Debt. . . . . 1,003,951 - 1,003,951 ------------- -------- ------------ Total Current Liabilities. . . . . . . . . 1,266,794 23,513 1,290,307 ------------- -------- ------------ Long-Term Liabilities Convertible Bonds. . . . . . . . . . . . . 341,850 - 341,850 Notes Payable. . . . . . . . . . . . . . . - - 500,000 500,000 Notes Payable- Related Party . . . . . . . 662,101 662,101 Less: Current Portion of Long-Term Debt. . (1,003,951) - (1,003,951) ------------- -------- ------------ Total Long-Term Liabilities. . . . . . . . - - 500,000 ------------- -------- ------------ Stockholders' Equity Preferred Stock, Authorized 5,000,000 Shares, $.001 Par Value, Issued and Outstanding . . . . . . . . . . . . . . . 211 - 211 Common Stock, Authorized 50,000,000 Shares, $.001 Par Value, 20,230,000 Shares Issued and Outstanding . . . . . . . . . . 14,230 - 6,000 20,230 Additional Paid in Capital . . . . . . . . 2,016,555 - 4,014,000 6,030,555 Members Capital. . . . . . . . . . . . . . - 178,761 178,761 - Retained Earnings. . . . . . . . . . . . . (2,813,370) - (2,813,370) ------------- -------- ------------ Total Stockholders Equity. . . . . . . . . (782,374) 178,761 3,237,626 ------------- -------- ------------ Total Liabilities and Stockholders Equity. $ 484,420 $202,274 $ 5,027,933 ============= ======== =============

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FULLCIRCLE REGISTRY, INC. Proforma Statement of Operations Paradigm Solutions Full Circle Registry Group, LLC Proforma For January 1, 2002 For May 21, 2002 Proforma Consolidated through through Adjustments Balance September 30, 2002 September 30, 2002 DR CR September 30, 2002 -------------------- -------------------- ------------ --- ------------------- (unaudited) (unaudited) (unaudited) Revenues . . . . . . . . . . . . . $ 7,453 $ 9,573 $ 17,026 -------------------- -------------------- ------------ Cost of Goods Sold . . . . . . . . 2,039 - 2,039 -------------------- -------------------- ------------ Gross Profit (Loss). . . . . . . . 5,414 9,573 14,987 Operating Expenses Selling, General & Administrative. 1,562,732 9,062 1,571,794 -------------------- -------------------- ------------ Total Operating Expenses . . . . . (1,562,732) (9,062) 1,571,794 -------------------- -------------------- ------------ Income (Loss) from Operations. . (1,557,318) 511 (1,556,807) Other Income (Expense) . . . . . . (111,601) - (111,601) -------------------- -------------------- ------------ Net (Loss) . . . . . . . . . . . . $ (1,668,919) $ 511 $(1,668,408) ==================== ==================== ==============

14 FULLCIRCLE REGISTRY, INC. Notes to Pro Forma Consolidated Financial Statements September 30, 2002 NOTE 1 - Summary of Transaction 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 of the outstanding shares of Paradigm Solutions Group, LLC (Paradigm), a Delaware Limited Liability Company. As such, Paradigm became a wholly owned subsidiary of the CompanyThis transaction is accounted for on the purchase method of accounting using generally accepted accounting principles. Goodwill was recorded of $4,341,239 upon acquisition. NOTE 2 - Management Assumptions The pro forma consolidated balance sheet and statements of operations assumes that the entities were together as of September 30, 2002. The pro forma consolidated balance sheet assumes the issuance of the 6,000,000 shares of stock, the recognition of goodwill and the elimination of the members' capital of Paradigm. There are no proforma adjustments for the statement of operations. 15