Filed Pursuant to Rule 497
Registration No.: 333-180321

PROSPECTUS SUPPLEMENT
(to Prospectus dated July 18, 2012)

Full Circle Capital Corporation

1,350,000 Shares
Common Stock

We are offering for sale 1,350,000 shares of our common stock. We are an externally managed non-diversified closed-end management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, or the “1940 Act.” Our investment objective is to generate both current income and capital appreciation through debt and equity investments.

Our common stock is traded on the NASDAQ Capital Market under the symbol “FULL.” On November 26, 2012, the last reported sales price on the NASDAQ Capital Market for our common stock was $8.12 per share. Our net asset value per share of our common stock as of September 30, 2012 was $8.51.

These shares are being offered at a discount from our most recently determined estimated net asset value per share of $8.51 pursuant to the authority granted by our common stockholders at our 2011 annual meeting of stockholders and a determination by our Board of Directors that it would be in our and our stockholders' best interests to do so. Our current authority to offer shares at a price below net asset value per share ends on December 20, 2012, unless our stockholders extend this authority at our 2012 annual meeting of stockholders to be held on such date. Sales of common stock at prices below net asset value per share dilute the interests of existing stockholders, have the effect of reducing our net asset value per share and may reduce our market price per share. See “Sales of Common Stock Below Net Asset Value” on page S- 19 of this prospectus supplement and on page 99 of the accompanying prospectus.

An investment in our common stock is subject to risks and involves a heightened risk of total loss of investment. In addition, the companies in which we invest are subject to special risks. For example, we invest in securities that are rated below investment grade by rating agencies or that would be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as “high yield” or “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. See “Risk Factors” beginning on page 15 of the accompanying prospectus to read about factors you should consider, including the risk of leverage, before investing in our common stock.

Please read this prospectus supplement and the accompanying prospectus before investing in our common stock and keep each for future reference. This prospectus supplement and the accompanying prospectus contain important information about us that a prospective investor ought to know before investing in our common stock. We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. This information is available free of charge by contacting us by mail at 800 Westchester Ave., Suite S-620, Rye Brook, NY 10573, by telephone at (914) 220-6300 or on our website at http://www.fccapital.com . Information contained on our website is not incorporated by referenced into this prospectus supplement or the accompanying prospectus, and you should not consider information contained on our website to be part of this prospectus supplement or the accompanying prospectus. The Securities and Exchange Commission also maintains a website at http://www.sec.gov that contains information about us.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

		Per Share		Total
Public Offering Price		$	7.900			$	10,665,000
Sales Load (Underwriting Discounts and Commissions)		$	0.395			$	533,250
Proceeds to the Company (before expenses)		$	7.505			$	10,131,750

We have granted the underwriters an option, exercisable at any time until 30 days after the date of this prospectus supplement, to purchase up to 202,500 additional shares of our common stock.

The underwriters expect to deliver the shares on or about November 30, 2012.

Ladenburg Thalmann & Co. Inc.		Maxim Group LLC		National Securities Corporation

Prospectus Supplement dated November 27, 2012.

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PROSPECTUS SUPPLEMENT

		Page
About this Prospectus Supplement			S-1
Summary			S-2
Offering			S-8
Fees and Expenses			S-10
Selected Financial and Other Data			S-12
Selected Quarterly Financial Data			S-13
Cautionary Statement Regarding Forward-Looking Statements			S-14
Use of Proceeds			S-15
Capitalization			S-16
Price Range of Common Stock and Distributions			S-17
Sales of Common Stock Below Net Asset Value			S-19
Management’s Discussion and Analysis of Financial Condition and Results of Operations			S-23
Underwriting			S-40
Legal Matters			S-43
Experts			S-43
Where You Can Find Additional Information			S-43
Index to Financial Statements			S-44

PROSPECTUS

		Page
Summary			1
Fees and Expenses			11
Selected Financial and Other Data			13
Selected Quarterly Financial Data			14
Risk Factors			15
Forward-Looking Statements and Projections			35
Use of Proceeds			36
Price Range of Common Stock and Distributions			37
Management’s Discussion and Analysis of Financial Condition and Results of Operations			39
Senior Securities			56
Business			57
Portfolio Companies			70
Determination of Net Asset Value			73
Management			75
Portfolio Management			82
Investment Advisory Agreement			84
Administration Agreement			90
License Agreement			91
Material U.S. Federal Income Tax Considerations			92
Sales of Common Stock Below Net Asset Value			99
Regulation as a Business Development Company			106
Dividend Reinvestment Plan			111
Control Persons and Principal Stockholders			112
Certain Relationships and Transactions			114
Description of Our Capital Stock			116
Plan of Distribution			122
Legal Matters			124
Safekeeping, Transfer and Distribution Paying Agent and Registrar			124
Independent Registered Public Accounting Firm			124
Brokerage Allocation and Other Practices			124
Where You Can Find Additional Information			124
Index to Financial Statements			F-1

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ABOUT THIS PROSPECTUS SUPPLEMENT

On March 23, 2012, we filed with the Securities and Exchange Commission a registration statement on Form N-2 (File No. 333-180321) utilizing a shelf registration process relating to the securities described herein, which registration statement was declared effective on July 18, 2012. This document is in two parts. The first part is the prospectus supplement, which describes the terms of this offering of common stock and also adds to and updates information contained in the accompanying prospectus. The second part is the accompanying prospectus, which gives more general information and disclosure. To the extent the information contained in this prospectus supplement differs from or is additional to the information contained in the accompanying prospectus, you should rely only on the information contained in this prospectus supplement. Please carefully read this prospectus supplement and the accompanying prospectus together with the additional information described under the headings “Where You Can Find Additional Information” and “Risk Factors” included in this prospectus supplement and in the accompanying prospectus, respectively, before investing in our common stock.

Neither we nor the underwriters have authorized any dealer, salesman or other person to give any information or to make any representation other than those contained in this prospectus supplement or the accompanying prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or a solicitation of any offer to buy any security other than the registered securities to which they relate, nor do they constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction or to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction. The information contained in this prospectus supplement and the accompanying prospectus is accurate as of the dates on their respective covers. Our financial condition, results of operations and prospects may have changed since those dates. To the extent required by law, we will amend or supplement the information contained in this prospectus supplement and the accompanying prospectus to reflect any material changes subsequent to the date of this prospectus supplement and the accompanying prospectus and prior to the completion of any offering pursuant to this prospectus supplement and the accompanying prospectus.

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SUMMARY

The following summary contains basic information about our company and the offering of shares of our common stock pursuant to this prospectus supplement and the accompanying prospectus. It is not complete and may not contain all the information that is important to you. For a more complete understanding of the offering of shares of our common stock pursuant to this prospectus supplement, we encourage you to read this entire prospectus supplement and the accompanying prospectus, and the documents to which we have referred in this prospectus supplement and the accompanying prospectus. Together, these documents describe the specific terms of the shares we are offering. You should carefully read the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements included in this prospectus supplement and the section entitled “Risk Factors” included in the accompanying prospectus.

Except where the context requires otherwise, the terms “Full Circle Capital,” the “Company,” or “we” refer to Full Circle Capital Corporation; “Full Circle Advisors” or our “investment adviser” refers to Full Circle Advisors, LLC; and “Full Circle Service Company” or our “administrator” refers to Full Circle Service Company, LLC. Except as otherwise noted, all information in this prospectus supplement and the accompanying prospectus assumes no exercise of the underwriters’ option to purchase additional shares.

Overview

Full Circle Capital, a Maryland corporation formed in April 2010, is an externally managed non-diversified closed-end management investment company that has elected to be treated as a business development company (“BDC”) under the 1940 Act. Our investment objective is to generate both current income and capital appreciation through debt and equity investments. We are managed by Full Circle Advisors and Full Circle Service Company provides the administrative services necessary for us to operate.

We invest primarily in senior secured loans and, to a lesser extent, mezzanine loans and equity securities issued by smaller and lower middle-market companies that operate in a diverse range of industries. In our lending activities, we focus primarily on portfolio companies with both (i) tangible and intangible assets available as collateral and security against our loan to help mitigate our risk of loss, and (ii) cash flow to cover debt service. We believe this provides us with a more attractive risk adjusted return profile, with greater principal protection and likelihood of repayment.

Our investments generally range in size from $3 million to $10 million; however, we may make larger or smaller investments from time to time on an opportunistic basis. We focus primarily on senior secured loans and “stretch” senior secured loans, also referred to as “unitranche” loans, which combine characteristics of traditional first-lien senior secured loans and second-lien or subordinated loans. We believe that having a first lien, senior secured position provides us with greater control and security in the primary collateral of a borrower and helps mitigate risk against loss of principal should a borrower default. Our stretch senior secured loans typically possess a greater advance rate against the borrower’s assets and cash flow, and accordingly carry a higher interest rate and/or greater equity participation, than traditional senior secured loans. This stretch senior secured loan instrument can provide borrowers with a more efficient and desirable solution than a senior bank line combined with a separate second lien or mezzanine loan obtained from another source. We also invest in mezzanine, subordinated or unsecured loans. In addition, we may acquire equity or equity related interests from a borrower along with our debt investment. We attempt to protect against risk of loss on our debt investments by securing most of our loans against a significant level of tangible or intangible assets of our borrowers, which may include accounts receivable and contracts for services, and obtaining a favorable loan-to-value ratio, and in many cases, securing other financial protections or credit enhancements, such as personal guarantees from the principals of our borrowers, make well agreements and other forms of collateral, rather than lending predominantly against anticipated cash flows of our borrowers. We believe this allows us more options and greater likelihood of repayment from refinancing, asset sales of our borrowers and/or amortization.

We generally seek to invest in smaller and lower middle-market companies in areas that we believe have been historically under-serviced, especially during and after the 2008/2009 credit crisis. These areas can include industries that are outside the focus of mainstream institutions or investors due to required industry-specific knowledge or are too small to attract interest from larger investment funds or other financial

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institutions. Because we believe there are fewer banks and specialty finance companies focused on lending to these smaller and lower middle-market companies, we believe we can negotiate more favorable terms on our debt investments in these companies than those that would be available for debt investments in comparable larger, more mainstream borrowers. Such favorable terms may include higher debt yields, lower leverage levels, more significant covenant protection or greater equity grants than typical of other transactions.

We were formed to continue and expand the business of Full Circle Partners, LP and Full Circle Fund, Ltd. (collectively, the “Legacy Funds”), which were formed in 2005 and 2007, respectively. In connection with our initial public offering in August 2010, we acquired a portfolio of investments (the “Legacy Portfolio”), valued at approximately $72 million, from the Legacy Funds in exchange for shares of our common stock and senior unsecured notes (the “Distribution Notes”).

Our headquarters are located at 800 Westchester Ave., Suite S-620, Rye Brook, New York 10573 and our telephone number is (914) 220-6300.

The Investment Adviser

We are managed by Full Circle Advisors, whose investment committee members have an average of nearly 19 years of experience financing and investing in smaller and lower middle-market companies. Full Circle Advisors is an investment adviser registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Full Circle Advisors’ investment committee also presently manages Full Circle Funding, LP, a specialty lender serving smaller and lower middle-market companies. Through September 30, 2012, the investment committee has originated approximately $270 million in loans and investments in 53 distinct borrowers since inception of Full Circle Funding, LP in 2005 and through activities at Full Circle Advisors since August 2010. The existing investment funds managed by Full Circle Funding, LP, which currently consist of the Legacy Funds, have been fully committed and are no longer making investments in new opportunities. The Legacy Funds are expected to be wound down as their remaining investments mature. Full Circle Funding, LP and other affiliates of our investment adviser may manage other funds and accounts in the future.

We benefit from the proven ability of our investment adviser’s investment committee to identify attractive investment opportunities, conduct diligence on and value prospective investments, negotiate terms, secure collateral against our loans and manage and monitor a diversified portfolio of those investments. Our investment adviser’s investment committee members have broad investment backgrounds, with prior experience at investment banks, commercial banks, unregistered investment funds and other financial services companies, and have collectively developed a broad network of contacts to provide us with our principal source of investment opportunities.

Our investment adviser is controlled and led by John E. Stuart, our President and Chief Executive Officer. Mr. Stuart is assisted by Stephen J. Healey, Lawrence Chua and Crandall Deery, who each serve as a Vice President of Full Circle Advisors. We consider Messrs. Stuart, Healey, Chua and Deery to be Full Circle Advisors’ investment committee.

Business Strategy

Our investment objective is to generate both current income and capital appreciation through debt and equity investments. We have adopted the following business strategies to achieve our investment objective:

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Market Opportunity

We believe that the current credit environment provides favorable opportunities to achieve attractive risk-adjusted returns on the types of asset-based senior secured loans we target. In particular, we believe that demand for financing from smaller to lower middle-market companies is largely outpacing the availability of lenders that have traditionally served this market. While this has traditionally been an underserved market, we believe the supply-demand imbalance of loans to smaller borrowers was exacerbated by the credit crisis in 2008/2009, and has not fully recovered. We believe that bank consolidations, the failure of a number of alternative lending vehicles due to poor underwriting practices and an overall tightening of underwriting standards has significantly reduced the number and activity level of potential lenders.

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Thus we believe that the current credit markets combined with certain long term trends associated with lending to smaller and lower middle-market companies provide the ideal market environment.

With the decreased availability of debt capital for smaller to lower middle-market borrowers, combined with the significant demand for refinancing, we believe there are increased lending opportunities for us.

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Recent Developments

Dividend

On November 5, 2012, the Board of Directors declared monthly dividends of $0.077, $0.077 and $0.077 per share payable on February 15, 2013 for holders of record at January 31, 2013, March 15, 2013 for holders of record at February 28, 2013 and April 15, 2013 for holders of record at March 29, 2013.

Recent Portfolio Activity

On October 31, 2012, the Company extended the loan to Ygnition Networks, Inc. through December 31, 2012.

On November 1, 2012, the Company extended the loan to Attention Transit Advertising Systems, LLC through May 31, 2013.

Subsequent to September 30, 2012, the Company increased the availability under the Global Energy Efficiency Holdings, Inc. revolving loan facility to $3,250,000 from $2,250,000.

On November 2, 2012, The Selling Source, LLC pre-paid, at par, $1,140,496 of its loan from the Company.

Credit Facility

On October 31, 2012, the Company re-extended the maturity of its $35.0 million secured revolving credit facility (the “Credit Facility”) with FCC, LLC d/b/a First Capital (“First Capital”) through December 31, 2013.

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THE OFFERING

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FEES AND EXPENSES

The following table is intended to assist you in understanding the costs and expenses that you will bear directly or indirectly. We caution you that some of the percentages indicated in the table below are estimates and may vary. Except where the context suggests otherwise, whenever this prospectus supplement and the accompanying prospectus contains a reference to fees or expenses paid by “us” or “Full Circle Capital,” or that “we” will pay fees or expenses, you will indirectly bear such fees or expenses as an investor in Full Circle Capital.

Stockholder transaction expenses:
Sales load (as a percentage of offering price)			5.00	% (1)
Offering expenses borne by us (as a percentage of offering price)			1.64	% (2)
Dividend reinvestment plan expenses			—	(3)
Total stockholder transaction expenses (as a percentage of offering price)			6.64	%
Annual expenses (as a percentage of net assets attributable to common stock):
Base management fee			2.57	% (4)
Incentive fees payable under our investment advisory agreement			2.33	% (5)
Interest payments on borrowed funds			5.98	% (6)
Other expenses			3.75	% (7)
Total annual expenses			14.63	% (8)

EXAMPLE

The following example, required by the SEC, demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in us. In calculating the following expense amounts, we assumed we would maintain the current amount of leverage, that our operating expenses would remain at the levels set forth in the table above, that we pay the transaction expenses set forth in the table above, including a sales load of 5.0% paid by you (the underwriting discount with respect to the shares of our common stock sold by us in this offering).

		1 Year		3 Years		5 Years		10 Years
You would pay the following expenses on a $1,000 investment, assuming a 5% annual return		$	199			$	416			$	599			$	937

The example and the expenses in the tables above should not be considered a representation of our future expenses, and actual expenses may be greater or less than those shown.   Moreover, while the example assumes, as required by the SEC, a 5% annual return, our performance will vary and may result in a return greater or less than 5%. The incentive fee under the Investment Advisory Agreement, which, assuming a 5% annual return, would either not be payable or have a de minimis effect, is not included in the example. If we achieve sufficient returns on our investments to trigger an incentive fee of a material amount, our expenses, and returns to our investors, would be higher. In addition, while the example assumes reinvestment of all dividends and distributions at net asset value, participants in our dividend reinvestment plan may receive shares valued at the market price in effect at that time. This price may be at, above or below net asset value. See “Dividend Reinvestment Plan” in the accompanying prospectus for additional information regarding our dividend reinvestment plan.

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The second part of the incentive fee equals 20.0% of our “Incentive Fee Capital Gains,” if any, which equals our realized capital gains on a cumulative basis from inception through the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid capital gain incentive fees. The second part of the incentive fee is payable, in arrears, at the end of each calendar year (or upon termination of the Investment Advisory Agreement, as of the termination date). For a more detailed discussion of the calculation of this fee, see “Investment Advisory Agreement” in the accompanying prospectus.

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SELECTED FINANCIAL AND OTHER DATA

The selected financial and other data below should be read in conjunction with our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and notes thereto. Financial information at and for the fiscal years ended June 30, 2012 and 2011 and period from April 16, 2010 (inception) to June 30, 2010 has been derived from our financial statements that were audited by Rothstein Kass, an independent registered public accounting firm. The financial information at and for the three months ended September 30, 2012 and 2011 is derived from unaudited financial data, but in the opinion of management, reflects all adjustments (consisting only of normal recurring adjustments) which are necessary to present fairly the results for such interim periods. The historical information below may not be indicative of our future performance. Our results for the interim period may not be indicative of our results for the full year.

		Three Months Ended September 30,		Year Ended June 30, 2012 (1)		Year Ended June 30, 2011 (1)		Period from April 16, 2010 (inception) to June 30, 2010 (1)
($ in thousands, except per share data)		2012		2011 (1)
		(unaudited)		(unaudited)		(audited)		(audited)		(audited)
Income Statement Data:
Total investment income		$	2,773			$	2,558			$	9,827			$	7,960			$	—
Total expenses before incentive fees			1,227				956				4,109				3,043				13
Total incentive fees			308				372				1,198				1,130				—
Total gross expenses			1,535				1,328				5,307				4,173				13
Net investment income			1,238				1,544				4,834				4,334				(13	)
Net increase (decrease) in net assets resulting from operations			895				1,599				2,678				2,882				(13	)
Per Share Data:
Net increase (decrease) in net assets resulting from net investment income per share		$	0.20			$	0.25			$	0.78			$	0.84			$	(125.45	)
Net increase (decrease) in net assets resulting from operations per share			0.14				0.26				0.43				0.56				(125.45	)
Distributions declared per share			0.231				0.225				0.918				0.751				—
Balance Sheet Data:
Total assets		$	105,910			$	109,940			$	99,449			$	88,495			$	427
Total net assets			52,901				56,674				53,443				56,474				(11	)
Other Data:
Number of portfolio companies at period end			20				17				19				13				—
Purchase of loan originations		$	11,438			$	27,666			$	55,280			$	89,749	(4)		$	—
Loan repayments		$	8,092			$	15,885			$	34,665			$	32,589			$	—
Proceeds from loan sales		$	—			$	—			$	3,500			$	—			$	—
Total return (2)			9.08	%			(7.28	)%			8.71	%			(4.03	)%			N/A
Weighted average yield on debt investments at period end (3)			12.84	%			12.89	%			12.93	%			12.68	%			N/A

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SELECTED QUARTERLY FINANCIAL DATA

The following table sets forth certain quarterly financial data for each of the quarters for the fiscal years ended June 30, 2011 and June 30, 2012, and the first quarter of the fiscal year ended June 30, 2013. This data is derived from our unaudited financial statements. Results for any quarter are not necessarily indicative of results for the full year or for any future quarter.

		2013		2012		2011
($ in thousands, except per share data)		Q1		Q4		Q3		Q2		Q1		Q4		Q3		Q2		Q1 (1)
Total investment income		$	2,773			$	2,481			$	2,389			$	2,399			$	2,558			$	2,108			$	2,305			$	2,678			$	868
Total expenses before incentive fee		$	1,227			$	1,135			$	992			$	1,025			$	956			$	775			$	769			$	955			$	542
Total incentive fee		$	308			$	274			$	278			$	275			$	372			$	294			$	349			$	375			$	113
Total gross expenses		$	1,535			$	1,409			$	1,270			$	1,300			$	1,328			$	1,069			$	1,118			$	1,330			$	655
Net investment income		$	1,238			$	1,072			$	1,119			$	1,099			$	1,544			$	1,171			$	1,362			$	1,495			$	307
Net increase (decrease) in net assets resulting from operations		$	895			$	(698	)		$	1,524			$	253			$	1,599			$	756			$	562			$	1,357			$	207
Net increase in net assets resulting from net investment income per share		$	0.20			$	0.17			$	0.18			$	0.18			$	0.25			$	0.19			$	0.22			$	0.24			$	0.15
Net increase (decrease) in net assets resulting from operations per share		$	0.14			$	(0.11	)		$	0.25			$	0.04			$	0.26			$	0.12			$	0.09			$	0.22			$	0.10

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement and the accompanying prospectus contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our company, our current and prospective portfolio investments, our industry, our beliefs, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” and variations of these words and similar expressions are intended to identify forward-looking statements. The forward-looking statements contained in this prospectus supplement and the accompanying prospectus involve risks and uncertainties, including statements as to:

These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. Important assumptions include our ability to originate new loans and investments, certain margins and levels of profitability and the availability of additional capital. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this prospectus supplement or the accompanying prospectus should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in “Risk Factors” in the accompanying prospectus and elsewhere in this prospectus supplement and the accompanying prospectus. You should not place undue reliance on these forward-looking statements, which apply only as of the respective dates of this prospectus supplement and the accompanying prospectus. However, we will update this prospectus supplement and the accompanying prospectus to reflect any material changes to the information contained herein. The forward-looking statements contained in this prospectus supplement and the accompanying prospectus are excluded from the safe harbor protection provided by Section 27A of the Securities Act of 1933, as amended, or the “Securities Act.”

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USE OF PROCEEDS

If we sell 1,350,000 shares of our common stock with an aggregate offering price of $10,665,000, we anticipate that our net proceeds, after deducting underwriting discounts and commissions and estimated expenses payable by us, will be approximately $10.0 million. We intend to initially use the net proceeds from this offering to temporarily repay outstanding debt borrowed under our $35.0 million Credit Facility. However, subsequent to such repayment, we intend to borrow additional amounts under our Credit Facility for general corporate purposes, which may include investing in new portfolio companies in accordance with our investment objective and strategies described herein, acquisitions and for other general working capital purposes.

As of November 26, 2012, we had $20.5 million of outstanding borrowings under our Credit Facility. Borrowings under our Credit Facility bear interest at LIBOR plus 5.50% and, as amended, the Credit Facility expires on December 31, 2013. The Credit Facility is secured by all of our assets.

We estimate that it will take to three to six months for us to substantially invest the net proceeds of this offering, depending on the availability of attractive opportunities and market conditions. However, we can offer no assurance that we will be able to achieve this goal.

Pending these uses, we will invest the net proceeds of this offering primarily in cash, cash equivalents, and U.S. government securities or other high-quality debt investments that mature in one year or less consistent with our business development company election and our election to be taxed as a RIC, at yields significantly below those we expect to earn on our other portfolio investments. The management fee payable by us to our investment adviser will not be reduced while our assets are invested in these temporary investments.

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CAPITALIZATION

The following table sets forth:

This table should be read in conjunction with “Use of Proceeds” and our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and financial statements and notes thereto included in this prospectus supplement.

		As of September 30, 2012
		Actual (unaudited)		Pro Forma (unaudited)
		(in thousands)		(in thousands)
Assets:
Cash		$	66			$	66
Investments at fair value		$	100,463			$	100,463
Other assets		$	5,381			$	5,381
Total assets		$	105,910			$	105,910
Liabilities:
Distribution Notes		$	3,405			$	3,405
Line of Credit (1)		$	23,099			$	13,142
Due to Broker (2)		$	25,001			$	25,001
Other liabilities		$	1,504			$	1,504
Total liabilities		$	53,009			$	43,052
Stockholders’ equity:
Common stock, par value $0.01 per share; 100,000,000 shares authorized, 6,219,382 shares issued and outstanding, 7,569,382 shares issued and outstanding, as adjusted, respectively		$	62			$	76
Paid-in Capital in excess of par value		$	57,455			$	67,398
Distributions in excess of Net Investment Income		$	(321	)		$	(321	)
Accumulated Net Realized Gains (Losses)		$	(1,036	)		$	(1,036	)
Accumulated Net Unrealized Losses		$	(3,259	)		$	(3,259	)
Total stockholders’ equity		$	52,901			$	62,858

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PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS

Our common stock is traded on the Nasdaq Capital Market under the symbol “FULL.” The following table sets forth, for each fiscal quarter during the last two fiscal years and the current fiscal year, the net asset value (“NAV”) per share of our common stock, the high and low sales prices for our common stock, the premium (discount) of sales prices to NAV per share and distributions per share.

				Price Range		Premium (Discount) of High Sales Price to NAV (2)		Premium (Discount) of Low Sales Price to NAV (2)		Distributions per Share (3)
		NAV (1)		High		Low
Fiscal 2013
Second Quarter (through November 26, 2012)			*			$	8.50			$	6.68				*				*			$	0.231
First Quarter		$	8.51				8.24				7.60				(3	)%			(11	)%			0.231
Fiscal 2012
Fourth Quarter			8.59				7.76				7.09				(10	)%			(17	)%			0.231
Third Quarter			8.94				8.15				6.99				(9	)%			(22	)%			0.231
Second Quarter			8.92				7.24				6.55				(19	)%			(27	)%			0.231
First Quarter			9.11				8.15				6.09				(11	)%			(33	)%			0.225
Fiscal 2011
Fourth Quarter			9.08				8.30				7.60				(9	)%			(16	)%			0.225
Third Quarter			9.18				8.95				7.87				(3	)%			(14	)%			0.225
Second Quarter			9.32				8.94				7.97				(4	)%			(14	)%			0.225
First Quarter (from September 1, 2010 through September 30, 2010)			9.36				9.00				8.31				(4	)%			(11	)%			0.076

On November 26, 2012, the last reported sales price of our common stock was $8.12 per share.

Shares of BDCs may trade at a market price that is less than the value of the net assets attributable to those shares. The possibility that our shares of common stock will trade at a discount from net asset value or at premiums that are unsustainable over the long term are separate and distinct from the risk that our net asset value will decrease. Since our initial public offering in September 2010 through November 26, 2012, our shares of common stock have traded at a discount to the net assets attributable to those shares. As of November 26, 2012, our shares of common stock traded at a discount equal to approximately 4.6% of the net assets attributable to those shares based upon our net asset value as of September 30, 2012. It is not possible to predict whether the shares offered hereby will trade at, above, or below net asset value.

We currently intend to distribute a minimum of 90% of our ordinary income and net realized short-term capital gains in excess of realized net long-term capital losses, if any, to our stockholders. The amount of our distributions is determined by our Board of Directors. To the extent our taxable earnings for any fiscal year fall below the total amount of our distributions for that fiscal year, a portion of those distributions may be deemed a tax return of capital to our stockholders. During the fiscal year ended June 30, 2012, for tax purposes we made distributions in excess of our earnings of $730,258, or $0.117 per share. For tax purposes, we expect that distributions for the fiscal year ended June 30, 2013 will be funded primarily from net investment income. However, during the quarter ended September 30, 2012, we paid distributions of $0.231

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per share and had net investment income of approximately $0.20 per share. Management monitors available taxable earnings, including net investment income and realized capital gains, to determine if a tax return of capital may occur for the year. The tax character of distributions will be determined at the end of the fiscal year. However, if the character of such distributions were determined as of September 30, 2012, approximately $0.031 per share of our distributions would have been characterized as a tax return of capital to our stockholders. There can be no assurance that we will achieve investment results or maintain a tax status that will permit any particular level of dividend payment. Our ability to make distributions is limited by the asset coverage requirements under the 1940 Act. For a more detailed discussion, see “Regulation as a Business Development Company” in the accompanying prospectus.

We have adopted a dividend reinvestment plan. If your shares of common stock are registered in your own name, your distributions will automatically be reinvested under our dividend reinvestment plan in additional whole and fractional shares of common stock, unless you opt out of our dividend reinvestment plan by delivering a written notice to our dividend paying agent. If your shares are held in the name of a broker or other nominee, you should contact the broker or nominee for details regarding opting out of our dividend reinvestment plan.

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SALES OF COMMON STOCK BELOW NET ASSET VALUE

At our 2011 Annual Stockholders Meeting, subject to certain determinations required to be made by our Board of Directors, our stockholders approved our ability to sell or otherwise issue shares of our common stock, not exceeding 25% of our common stock outstanding immediately prior to each such sale or issuance, at a price below net asset value per share during a period beginning on December 21, 2011 and expiring on December 20, 2012, the date of our 2012 Annual Stockholders Meeting (the “Stockholder Approval”). Our stockholders will vote on whether to extend this authority for a similar period at the 2012 Annual Stockholders Meeting. Our shares being offered in this prospectus supplement may be sold at a price below net asset value pursuant to the Stockholder Approval. For additional information, see “Sales of Common Stock Below Net Asset Value” in the accompanying prospectus.

In order to sell shares of common stock pursuant to this authorization, no further authorization from our stockholders will need to be solicited, but a majority of our directors who have no financial interest in the sale and a majority of our independent directors will have to (a) find that the sale is in our best interests and in the best interests of our stockholders and (b) in consultation with any underwriter or underwriters of the offering, make a good faith determination as of a time either immediately prior to the first solicitation by us or on our behalf of firm commitments to purchase such shares of common stock, or immediately prior to the issuance of such common stock, that the price at which such shares of common stock are to be sold is not less than a price which closely approximates the market value of those shares of common stock, less any distributing commission or discount.

In making a determination that an offering of common stock below its net asset value per share is in our and our stockholders’ best interests, our Board of Directors will consider a variety of factors including:

Our Board of Directors will also consider the fact that sales of shares of common stock at a discount will benefit our investment adviser as the investment adviser will earn additional investment management fees on the proceeds of such offerings, as it would from the offering of any other of our securities or from the offering of common stock at a premium to net asset value per share.

Sales by us of our common stock at a discount from net asset value per share pose potential risks for our existing stockholders whether or not they participate in the offering, as well as for new investors who participate in the offering. Any sale of common stock at a price below net asset value per share would result in an immediate dilution to existing common stockholders who do not participate in such sale on at least a pro-rata basis. See “Risk Factors — Risks Relating to Offerings Pursuant to this Prospectus — Stockholders may incur dilution if we sell shares of our common stock in one or more offerings at prices below the then current net asset value per share of our common stock or issue securities to subscribe to, convert to or purchase shares of our common stock” in the accompanying prospectus.

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The following three headings and accompanying tables explain and provide hypothetical examples on the impact of this offering of our common stock at a price less than net asset value per share on three different types of investors:

These examples are based on the sale of 1,350,000 shares at a public offering price of $7.90 per share, an underwriting discount and commission of 5.0%, offering expenses of $175,000 and no exercise of the underwriters’ over-allotment option.

Impact On Existing Stockholders Who Do Not Participate in this Offering

Our current stockholders who do not participate in this offering below net asset value per share or who do not buy additional shares in the secondary market at the same or lower price as we obtain in the offering (after expenses and commissions) face the greatest potential risks. These stockholders will experience an immediate dilution in the net asset value of the shares of common stock they hold and their net asset value per share. These stockholders will also experience a disproportionately greater decrease in their participation in our earnings and assets and their voting power than the increase we will experience in our assets, potential earning power and voting interests due to the offering. These stockholders may also experience a decline in the market price of their shares, which often reflects to some degree announced or potential increases and decreases in net asset value per share. This decrease could be more pronounced if the size of the offering and level of discounts increases. Further, if current stockholders do not purchase any shares to maintain their percentage interest, regardless of whether this offering is above or below the then current net asset value, their voting power will be diluted.

The following chart illustrates the level of net asset value dilution that would be experienced by a current 0.10% stockholder who does not participate in this offering. It is not possible to predict the level of market price decline that may occur.

		Prior to Sale		Following Sale		% Change
Offering Price
Price per Share to Public						$	7.90				—
Net Proceeds per Share to Issuer						$	7.38				—
Decrease to net asset value
Total Shares Outstanding			6,219,382				7,569,382				21.71	%
Net Asset Value per Share		$	8.51			$	8.30				(2.42	)%
Dilution to Nonparticipating Stockholder
Shares Held by Stockholder A			6,219				6,219				0.00	%
Percentage Held by Stockholder A			0.10	%			0.08	%			(17.84	)%
Total Net Asset Value Held by Stockholder A		$	52,898			$	51,618				(2.42	)%
Total Investment by Stockholder A (Assumed to be at Net Asset Value per Share)		$	52,898			$	52,898
Total Dilution to Stockholder A (Total Net Asset Value Less Total Investment)						$	(1,280	)
Investment per Share Held by Stockholder A (Assumed to be Net Asset Value per Share on Shares Held Prior to Sale)		$	8.51			$	8.51				0.00	%
Net Asset Value per Share Held by Stockholder A						$	8.30
Dilution per Share Held by Stockholder A (Net Asset Value per Share Less Investment per Share)						$	(0.21	)
Percentage Dilution to Stockholder A (Dilution per Share Divided by Investment per Share)											(2.47	)%

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Impact On Existing Stockholders Who Do Participate in this Offering

Our existing stockholders who participate in this offering below net asset value per share or who buy additional shares in the secondary market at the same or lower price as we obtain in the offering (after expenses and commissions) will experience the same types of net asset value dilution as the nonparticipating stockholders, although at a lower level, to the extent they purchase less than the same percentage of the discounted offering as their interest in shares of our common stock immediately prior to the offering. The level of net asset value dilution will decrease as the number of shares such stockholders purchase increases. Existing stockholders who buy more than such percentage will not experience net asset value dilution but will, in contrast to existing stockholders who purchase less than their proportionate share of the offering, experience accretion in net asset value per share over their investment per share and will also experience a disproportionately greater increase in their participation in our earnings and assets and their voting power than our increase in assets, potential earning power and voting interests due to the offering. The level of accretion will increase as the excess number of shares such stockholder purchases increases. Even a stockholder who over-participates will, however, be subject to the risk that we may make additional discounted offerings in which such stockholder does not participate, in which case such a stockholder will experience net asset value dilution as described above in such subsequent offerings. These stockholders may also experience a decline in the market price of their shares, which often reflects to some degree announced or potential increases and decreases in net asset value per share. This decrease could be more pronounced if the size of the offering and level of discounts increases.

The following table illustrates the level of dilution and accretion in this offering for a current 0.10% stockholder that acquires shares equal to (1) 50% of its proportionate share of the offering (i.e., 675 shares, which is .05% of this offering rather than its 0.10% proportionate share) and (2) 150% of such percentage (i.e., 2,025 shares, which is .015% of the offering rather than its 0.10% proportionate share). It is not possible to predict the level of market price decline that may occur.

				50% Participation		150% Participation
		Prior to Sale Below NAV		Following Sale		% Change		Following Sale		% Change
Offering Price
Price per Share to Public						$	7.90							$	7.90
Net Proceeds per Share to Issuer						$	7.38							$	7.38
Decrease/Increase to Net Asset Value
Total Shares Outstanding			6,219,382				7,569,382				21.71	%			7,569,382				21.71	%
Net Asset Value per Share		$	8.51			$	8.30				(2.42	)%		$	8.30				(2.42	)%
Dilution/Accretion to Participating Stockholder
Shares Held by Stockholder A			6,219				6,894				10.85	%			8,244				32.56	%
Percentage Held by Stockholder A			0.10	%			0.09	%			(8.92	)%			0.11	%			8.92	%
Total Net Asset Value Held by Stockholder A		$	52,898			$	57,218				8.17	%		$	68,424				29.35	%
Total Investment by Stockholder A (Assumed to be at Net Asset Value per Share)						$	58,229							$	68,895
Total Dilution/Accretion to Stockholder A (Total Net Asset Value Less Total Investment)						$	(1,011	)						$	(471	)
Investment per Share Held by Stockholder A (Assumed to Be Net Asset Value on Shares Held Prior to Sale)		$	8.51			$	8.45				(0.70	)%		$	8.36				(1.75	)%
Net Asset Value per Share Held by Stockholder A						$	8.30							$	8.30
Dilution/Accretion per Share Held by Stockholder A (Net Asset Value per Share Less Investment per Share)						$	(0.15	)						$	(0.06	)
Percentage Dilution/Accretion to Stockholder A (Dilution per Share Divided by Investment per Share)											(1.74	)%							(0.68	)%

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Impact On New Investors

Investors who are not currently stockholders and who participate in this offering of shares of our common stock below net asset value, but whose investment per share is greater than the resulting net asset value per share due to selling compensation and expenses paid by the Company, will experience an immediate decrease, although small, in the net asset value of their shares and their net asset value per share compared to the price they pay for their shares. Investors who are not currently stockholders and who participate in this offering of shares of our common stock below net asset value per share and whose investment per share is also less than the resulting net asset value per share due to selling compensation and expenses paid by the Company being significantly less than the discount per share, will experience an immediate increase in the net asset value of their shares and their net asset value per share compared to the price they pay for their shares. These investors will experience a disproportionately greater participation in our earnings and assets and their voting power than our increase in assets, potential earning power and voting interests due to the offering. These investors will, however, be subject to the risk that we may make additional discounted offerings in which such new stockholder does not participate, in which case such new stockholder will experience dilution as described above in such subsequent offerings. These investors may also experience a decline in the market price of their shares, which often reflects to some degree announced or potential increases and decreases in net asset value per share. This decrease could be more pronounced if the size of the offering and level of discounts increases.

The following chart illustrates the level of dilution or accretion for new investors that will be experienced by a new investor who purchases the same percentage (0.10%) of the shares in this offering as the stockholder in the prior examples held immediately prior to this offering.

		Prior to Sale		Following Sale		% Change
Offering Price
Price per Share to Public						$	7.90				—
Net Proceeds per Share to Issuer						$	7.38				—
Decrease/Increase to Net Asset Value
Total Shares Outstanding			6,219,382				7,569,382				21.71	%
Net Asset Value per Share		$	8.51			$	8.30				(2.42	)%
Dilution/Accretion to New Investor A
Shares Held by Investor A			—				1,350
Percentage Held by Investor A			0.00	%			0.02	%
Total Net Asset Value Held by Investor A		$	—			$	11,205
Total Investment by Investor A (At Price to Public)						$	10,665
Total Dilution/Accretion to Investor A (Total Net Asset Value Less Total Investment)						$	540
Investment per Share Held by Investor A		$	—			$	7.90
Net Asset Value per Share Held by Investor A						$	8.30
Dilution/Accretion per Share Held by Investor A (Net Asset Value per Share Less Investment per Share)						$	0.40
Percentage Dilution/Accretion to Investor A (Dilution/Accretion per Share Divided by Investment per Share)											5.06	%

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information in this section contains forward-looking statements that involve risks and uncertainties. Please see “Cautionary Statement Regarding Forward-Looking Statements” in this prospectus supplement and “Risk Factors” in the accompanying prospectus for a discussion of the uncertainties, risks and assumptions associated with these statements. You should read the following discussion in conjunction with the financial statements and related notes and other financial information appearing elsewhere in this prospectus.

Overview

We are an externally managed non-diversified closed-end management investment company formed in April 2010, and have elected to be treated as a business development company under the 1940 Act. Our investment objective is to generate both current income and capital appreciation through debt and equity investments. We are managed by Full Circle Advisors, and Full Circle Service Company provides the administrative services necessary for us to operate.

We were formed to continue and expand the business of Full Circle Partners, LP and Full Circle Fund, Ltd. (collectively, the “Legacy Funds”), which were formed in 2005 and 2007, respectively. In connection with our initial public offering in August 2010, we acquired a portfolio of investments (the “Legacy Portfolio”), valued at approximately $72 million, from the Legacy Funds in exchange for shares of our common stock and senior unsecured notes (the “Distribution Notes”). We invest primarily in senior secured loans and, to a lesser extent, mezzanine loans and equity securities issued by smaller and lower middle-market companies that operate in a diverse range of industries. In our lending activities, we focus primarily on portfolio companies with both (i) tangible and intangible assets available as collateral and security against our loan to help mitigate our risk of loss, and (ii) cash flow to cover debt service. We believe this provides us with a more attractive risk adjusted return profile, with greater principal protection and likelihood of repayment.

Our investments generally range in size from $3 million to $10 million; however, we may make larger or smaller investments from time to time on an opportunistic basis. We focus primarily on senior secured loans and “stretch” senior secured loans, also referred to as “unitranche” loans, which combine characteristics of traditional first-lien senior secured loans and second-lien or subordinated loans. We believe that having a first lien, senior secured position provides us with greater control and security in the primary collateral of a borrower and helps to mitigate risk against loss of principal should a borrower default. Our stretch senior secured loans typically possess a greater advance rate against the borrower’s assets and cash flow, and accordingly carry a higher interest rate and/or greater equity participation, than traditional senior secured loans. This stretch senior secured loan instrument can provide borrowers with a more efficient and desirable solution than a senior bank line combined with a separate second lien or mezzanine loan obtained from another source. We also invest in mezzanine, subordinated or unsecured loans. In addition, we may acquire equity or equity related interests from a borrower along with our debt investment. We attempt to protect against risk of loss on our debt investments by securing our loans against a significant level of tangible or intangible assets of our borrowers, which may include accounts receivable and contracts for services, and obtaining a favorable loan-to-value ratio, and in many cases, securing other financial protections or credit enhancements, such as personal guarantees from the principals of our borrowers, make well agreements and other forms of collateral, rather than lending predominantly against anticipated cash flows of our borrowers. We believe this allows us more options and greater likelihood of repayment from refinancing, asset sales of our borrowers and/or amortization.

We generally seek to invest in smaller and lower middle-market companies in areas that we believe have been historically under-serviced, especially during and after the 2008/2009 credit crisis. These areas include industries that are outside the focus of mainstream institutions or investors due to required industry-specific knowledge or are too small to attract interest from larger investment funds or other financial institutions. Because we believe there are fewer banks and specialty finance companies focused on lending to these smaller and lower middle-market companies, we believe we can negotiate more favorable terms on our debt investments in these companies than those that would be available for debt investments in comparable larger, more mainstream borrowers. Such favorable terms may include higher debt yields, lower leverage levels, more significant covenant protection or greater equity grants than typical of other transactions. We generally seek to

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avoid competing directly with other capital providers with respect to specific transactions in order to avoid the less favorable terms we believe are typically associated with such competitive bidding processes.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with generally accepted accounting principles in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following items as critical accounting policies.

Basis of Consolidation

Under the 1940 Act rules, the regulations pursuant to Article 6 of Regulation S-X and the American Institute of Certified Public Accountants’ Audit and Accounting Guide for Investment Companies, we are precluded from consolidating any entity other than another investment company or an operating company which provides substantially all of its services and benefits to us. Our financial statements include our accounts and the accounts of Full Circle West, Inc. and Art Credit Company, LLC, our only wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Valuation of Investments in Securities at Fair Value — Definition and Hierarchy

In accordance with GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.

In determining fair value, Full Circle Capital’s Board of Directors uses various valuation approaches. In accordance with GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available.

Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Board of Directors. Unobservable inputs reflect the Board of Directors’ assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy is categorized into three levels based on the inputs as follows:

Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 securities. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2 — Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3 — Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The availability of valuation techniques and observable inputs can vary from security to security and is affected by a wide variety of factors including, the type of security, whether the security is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the securities existed. Accordingly, the degree of judgment exercised by the Board of Directors in determining fair value is greatest for securities categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair

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value hierarchy within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement.

Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many securities. This condition could cause a security to be reclassified to a lower level within the fair value hierarchy.

Valuation Techniques

Senior and Subordinated Secured Loans

Our portfolio consists primarily of private debt instruments (“Level 3 debt”). The Company considers its Level 3 debt to be performing if the borrower is not in default, the borrower is remitting payments in a timely manner, the loan is in covenant compliance or is otherwise not deemed to be impaired. In determining the fair value of the performing Level 3 debt, the Company’s Board of Directors considers fluctuations in current interest rates, the trends in yields of debt instruments with similar credit ratings, financial condition of the borrower, economic conditions and other relevant factors, both qualitative and quantitative. In the event that a Level 3 debt instrument is not performing, as defined above, the Company’s Board of Directors will evaluate the value of the collateral utilizing the same framework described above for a performing loan to determine the value of the Level 3 debt instrument.

This evaluation will be updated no less than quarterly for Level 3 debt instruments, and more frequently for time periods where there are significant changes in the investor base or significant changes in the perceived value of the underlying collateral. The collateral value will be analyzed on an ongoing basis using internal metrics, appraisals, third party valuation agents and other data as may be acquired and analyzed by Management and the Company’s Board of Directors.

Investments in Private Companies

The Company’s Board of Directors determines the fair value of its investments in private companies by incorporating valuations that consider the evaluation of financing and sale transactions with third parties, expected cash flows and market-based information, including comparable transactions, and performance multiples, among other factors, including third party valuation agents. These nonpublic investments are included in Level 3 of the fair value hierarchy.

Warrants

The Company’s Board of Directors ascribes value to warrants based on fair value analyses that may include discounted cash flow analyses, option pricing models, comparable analyses and other techniques as deemed appropriate.

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Fair Value

The Company’s assets measured at fair value on a recurring basis subject to the requirement of ASC Topic 820 at September 30, 2012 and June 30, 2012, were as follows:

As of September 30, 2012 (Unaudited)

		Level 1		Level 2		Level 3		Total
Assets
Senior and Subordinated Loans, at fair value		$	—			$	—			$	73,927,383			$	73,927,383
US Treasury Securities, at fair value (1)			24,999,868				—				—				24,999,868
Investments in private companies, at fair value			—				—				1,535,416				1,535,416
		$	24,999,868			$	—			$	75,462,799			$	100,462,667

As of June 30, 2012

		Level 1		Level 2		Level 3		Total
Assets
Senior and Subordinated Loans, at fair value		$	—			$	—			$	70,970,152			$	70,970,152
US Treasury Securities, at fair value (1)			22,499,881				—				—				22,499,881
Investments in private companies, at fair value			—				—				1,376,737				1,376,737
		$	22,499,881			$	—			$	72,346,889			$	94,846,770

During the three months ended September 30, 2012 and the year ended June 30, 2012, there were no transfers in or out of levels.

Revenue Recognition

Realized gains or losses on the sale of investments are calculated using the specific identification method.

Interest income, adjusted for amortization of premium and accretion of discount, is recorded on an accrual basis. Origination, closing and/or commitment fees associated with senior and subordinated secured loans are accreted into interest income over the respective terms of the applicable loans. Upon the prepayment of a senior or subordinated secured loan, any prepayment penalties and unamortized loan origination, closing and commitment fees are recorded as interest income.

Dividend income is recorded on the ex-dividend date.

Structuring fees, board fees, excess deal deposits, prepayment fees and similar fees are recognized as Other Income as earned, usually when paid. Other fee income, including annual fees and monitoring fees are included in Other Income.

Use of Estimates

The preparation of the financial statements of Full Circle Capital in conformity with GAAP requires the Company to make estimates and assumptions that affect the amounts disclosed in the financial statements of Full Circle Capital. Actual results could differ from those estimates.

Recent Accounting Pronouncements

In May 2011, the FASB issued Accounting Standards Update (“ASU”) 2011-04, Fair Value Measurements (Topic 820), Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (“ASU 2011-04”). ASU 2011-04 results in common fair value measurement and disclosure requirements in U.S. GAAP and IFRSs. ASU 2011-04 is effective for interim and annual reporting periods beginning after December 15, 2011. The adoption of ASU 2011-04 did not have a significant impact on our financial condition and results of operations.

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In February 2011, the FASB issued ASU 2011-02, Receivables (Topic 310): A Creditor's Determination of Whether a Restructuring is a Troubled Debt Restructuring (“ASU 2011-02”). ASU 2011-02 clarifies which loan modifications constitute troubled debt restructurings. It is intended to assist creditors in determining whether a modification of the terms of a receivable meets the criteria to be considered a troubled debt restructuring, both for purposes of recording an impairment loss and for disclosure of troubled debt restructurings. In evaluating whether a restructuring constitutes a troubled debt restructuring, a creditor must separately conclude that both of the following exist: (a) the restructuring constitutes a concession; and (b) the debtor is experiencing financial difficulties. ASU 2011-02 provides guidance to clarify whether the creditor has granted a concession and whether a debtor is experiencing financial difficulties. The new guidance is effective for interim and annual periods beginning on or after June 15, 2011, and applies retrospectively to restructurings occurring on or after the beginning of the fiscal year of adoption. The adoption of ASU 2011-02 did not have a significant impact on our financial condition and results of operations.

Current Market Conditions and Market Opportunity

We believe that the current credit environment provides favorable opportunities to achieve attractive risk-adjusted returns on the types of senior secured loans and other investments we may target. In particular, we believe that, despite an overall fall off in loan demand due to the depressed economic conditions, demand for financing from smaller to lower middle-market companies is largely outpacing the availability of lenders that have traditionally served this market. We believe that bank consolidations, the failure of a number of alternative lending vehicles due to poor underwriting practices and an overall tightening of underwriting standards has significantly reduced the number and activity level of potential lenders.

We believe there has long been a combination of demand for capital and an underserved market for capital addressing smaller and lower middle-market borrowers. We believe there is robust demand for continued growth capital as well as demand from very significant refinancing requirements of many borrowers as debt facilities come due, given the lack of willing and qualified capital providers. We believe these market conditions have been further exacerbated in the current environment due to:

With the decreased availability of debt capital for smaller to lower middle-market borrowers, combined with the significant demand for refinancing, we believe there are increased lending opportunities for us. As always, we remain cautious in selecting new investment opportunities, and will only deploy capital in deals which are consistent with our disciplined philosophy of pursuing superior risk-adjusted returns.

Waiver and Expense Reimbursement

Our investment adviser agreed to waive the portion of the base management fee that exceeded 1.50% of Full Circle Capital’s gross assets, as adjusted, until August 31, 2011 when such waiver expired. In addition, our investment adviser agreed to reimburse the Company for any operating expenses, excluding interest expenses, investment advisory and management fees, and organizational and offering expenses, in excess of 2% of our net assets for the first twelve months following the completion of the initial public offering, which occurred on August 31, 2010 (the “Expense Reimbursement Agreement”). This agreement was extended through September 30, 2011 and expired on such date.

Portfolio Composition and Investment Activity

Our portfolio of investments consists primarily of senior secured loans and, to a lesser extent, mezzanine loans and equity securities issued by smaller and lower middle-market companies. Our investment objective is to generate both current income and capital appreciation through debt and equity investments.

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The following is a summary of our quarterly investment activity since the completion of our initial public offering. Such amounts are not inclusive of our holdings of United States Treasury Bills.

Time Period		Acquisitions (1) (dollars in millions)		Dispositions (2) (dollars in millions)		Weighted Average Interest Rate of Portfolio at End of Period
Legacy Portfolio Acquisition (August 31, 2010)		$	72.3				N/A				12.10	%
August 31, 2010 through September 30, 2010			0.4			$	1.4				12.16	%
October 1, 2010 through December 31, 2010			3.7				10.1				12.09	%
January 1, 2011 through March 31, 2011			4.0				19.9				12.39	%
April 1, 2011 through June 30, 2011			9.6				1.2				12.68	%
July 1, 2011 through September 30, 2011			27.7				15.9				12.89	%
October 1, 2011 through December 31, 2011			5.9				9.4				13.04	%
January 1, 2012 through March 31, 2012			6.7				5.7				12.98	%
April 1, 2012 through June 30, 2012			15.0				7.1				12.93	%
July 1, 2012 through September 30, 2012			11.4				8.1				12.84	%
Since inception		$	156.7			$	78.8				N/A

Portfolio Activity for the Quarter Ended September 30, 2012 and for the Year Ended June 30, 2012

The primary investment activities for the three months ended September 30, 2012, were fundings and repayments under the revolving credit facilities and the funding of the following loan facilities:

The primary investment activity for the year ended June 30, 2012, was the origination of the following loan facilities:

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Additionally, the Company received proceeds, including sales proceeds and prepayments, during the year ended June 30, 2012 related to the following companies:

The following is a reconciliation of the investment portfolio for the three months ended September 30, 2012, and for the year ended June 30, 2012:

		Three Months Ended September 30, 2012		Year Ended June 30, 2012
Beginning Investment Portfolio		$	94,846,770			$	82,794,117
Portfolio Investments Acquired			11,437,760				55,279,880
Treasury and Money Market Purchases (1)			25,000,604				120,000,601
Amortization of fixed income premiums and discounts			112,444				522,732
Portfolio Investments Repaid			(8,091,557	)			(38,164,798	)
Sales of Treasury and Money Market securities (1)			(22,500,000	)			(123,499,273	)
Payment in Kind			—				68,842
Net Unrealized Appreciation (Depreciation)			517,313				(1,979,965	)
Net Realized Gains (Losses)			(860,667	)			(175,366	)
Ending Investment Portfolio		$	100,462,667			$	94,846,770

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During the three months ended September 30, 2012, we recorded net unrealized appreciation of $517,313. This consisted of $133,634 of net unrealized appreciation on debt investments and $383,679 of net unrealized appreciation on equity investments.

During the year ended June 30, 2012, we recorded net unrealized depreciation of $1,979,965. This consisted of $2,535,306 of net unrealized depreciation on debt investments and $555,341 of net unrealized appreciation on equity investments.

Portfolio Classifications

The following table shows the fair value of our portfolio of investments by asset class as of September 30, 2012, and June 30, 2012, excluding United States Treasury Bills of approximately $25.0 million and $22.5 million, respectively:

		September 30, 2012 (Unaudited)		June 30, 2012
		Investments at Fair Value (dollars in millions)		Percentage of Total Portfolio		Investments at Fair Value (dollars in millions)		Percentage of Total Portfolio
Senior Secured Loans		$	70.5				93.4	%		$	67.5				93.3	%
Subordinated Secured Loans			3.5				4.6				3.4				4.8
Limited Liability Company Interests			1.5				2.0				1.4				1.9
Total		$	75.5				100.0	%		$	72.3				100.0	%

At September 30, 2012, the seventeen borrowers whose debt investments are included in the table above averaged a loan to value ratio of approximately 62% (i.e., each $62 of loan value outstanding is secured by $100 of collateral value).

At June 30, 2012, the sixteen borrowers whose debt investments are included in the table above averaged a loan to value ratio of approximately 62% (i.e., each $62 of loan value outstanding is secured by $100 of collateral value).

The following table shows the fair value of our portfolio of investments by industry, as of September 30, 2012, and June 30, 2012, excluding United States Treasury Bills of approximately $25.0 million and $22.5 million, respectively:

		September 30, 2012 (Unaudited)		June 30, 2012 (Audited)
		Investments at Fair Value (dollars in millions)		Percentage of Total Portfolio		Investments at Fair Value (dollars in millions)		Percentage of Total Portfolio
Cable TV/Broadband Services		$	18.1				24.0	%		$	17.7				24.5	%
Consumer Financing			7.0				9.3				6.8				9.4
Radio Broadcasting			6.3				8.4				6.3				8.7
Munitions			5.8				7.7				4.9				6.8
Staffing Services			5.0				6.6				5.0				6.9
Aerospace Parts Plating and Finishing			5.0				6.6				4.9				6.8
Industrial Metal Treatings			3.9				5.2				3.9				5.4
Real Estate Management Services			3.8				5.1				4.1				5.7
Medical Transcription Services			3.8				5.0				4.1				5.6
Healthcare Services			3.5				4.6				3.5				4.8
Information and Data Services			3.4				4.5				3.5				4.9
Equipment Rental Services			3.0				3.9				3.1				4.4
Energy Efficiency Services			3.0				3.9				—				—
Outdoor Advertising Services			1.8				2.4				1.9				2.6
Asset Recovery Services			1.5				2.0				2.0				2.7
Art Dealers			0.6				0.8				0.6				0.8
Total		$	75.5				100.0	%		$	72.3				100.0	%

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Portfolio Grading

We have adopted a credit grading system to monitor the quality of our debt investment portfolio. As of September 30, 2012, our portfolio had a weighted average grade of 3.15, based upon the fair value of the debt investments in the portfolio, excluding United States Treasury Bills of approximately $25.0. Equity securities are not graded. This was an improvement of 0.15 from the weighted average grade of 3.30 at June 30, 2012.

At September 30, 2012, our debt investment portfolio was graded as follows:

		September 30, 2012
Grade		Summary Description		Fair Value		Percentage of Total Portfolio
1			Involves the least amount of risk in our portfolio, the portfolio company is performing above expectations, and the trends and risk profile are favorable (including a potential exit).			$	—				—	%
2			The portfolio company is performing above expectations and the risk profile is generally favorable.				8,111,228				10.75
3			Risk that is similar to the risk at the time of origination, the portfolio company is performing as expected, and the risk profile is generally neutral; all new investments are initially assessed a grade of 3.				46,836,486				62.07
4			The portfolio company is performing below expectations, requires procedures for closer monitoring, may be out of compliance with debt covenants, and the risk profile is generally unfavorable				18,979,669				25.15
5			The investment is performing well below expectations and the par value is not anticipated to be repaid in full.				—				—
						$	73,927,383				97.97	%

At June 30, 2012, our debt investment portfolio was graded as follows:

		June 30, 2012
Grade		Summary Description		Fair Value		Percentage of Total Portfolio
1			Involves the least amount of risk in our portfolio, the portfolio company is performing above expectations, and the trends and risk profile are favorable (including a potential exit).			$	—				—	%
2			The portfolio company is performing above expectations and the risk profile is generally favorable.				6,788,625				9.38
3			Risk that is similar to the risk at the time of origination, the portfolio company is performing as expected, and the risk profile is generally neutral; all new investments are initially assessed a grade of 3.				44,638,741				61.70
4			The portfolio company is performing below expectations, requires procedures for closer monitoring, may be out of compliance with debt covenants, and the risk profile is generally unfavorable				17,583,423				24.31
5			The investment is performing well below expectations and is not anticipated to be repaid in full.				1,959,363				2.71
						$	70,970,152				98.10	%

We expect that a portion of our investments will be in grades 4 or 5 from time to time, and, as such, we will be required to work with portfolio companies to improve their business and protect our investment. The number and amount of investments included in grades 4 or 5 may fluctuate from period to period.

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Results of Operations

Comparison of the three months ended September 30, 2012 and 2011

Total Investment Income

Total investment income includes interest and dividend income on our investments and other income, which is comprised entirely of fee income for the three months ended September 30, 2012. Fee income consists principally of administrative fees, prepayment fees, structuring fees and unused line fees.

Total investment income for the three months ended September 30, 2012, was $2,773,303. This amount consisted of $2,579,098 of interest income from portfolio investments (which included no PIK interest), $34,097 of dividend income and $160,108 of fee income. Dividend income was solely earned from our investment in The Finance Company, LLC.

Total investment income for the three months ended September 30, 2011, was $2,558,243. This amount consisted of $2,087,700 of interest income from portfolio investments (which included $68,842 of PIK interest) and $470,543 of fee income.

The increase in interest income for the three months ended September 30, 2012 relative to the same time period in 2011 was primarily due to growth in the size of our portfolio. The decrease in PIK interest for the three months ended September 30, 2012 as compared to the three months ended September 30, 2011 is primarily attributable to the fact that the Company received a prepayment from West World Media, LLC and ceased generating PIK interest from any of its portfolio investments. The increase in dividend income for the three months ended September 30, 2012 as compared to the three months ended September 30, 2011 was primarily due to the Company’s investment in The Finance Company, LLC in September 2011. The decrease in fee income, which can fluctuate, for the three months ended September 30, 2012 as compared to the three months ended September 30, 2011 was primarily a result of fewer prepayment, administration and other fees during the quarter ended September 30, 2012.

Expenses

Gross and net operating expenses for the three months ended September 30, 2012, were $1,535,058.

Gross operating expenses for the three months ended September 30, 2011, were $1,327,693. Net operating expenses (offset by the waived portion of the base management fee and the accrual for waiver of operating expenses) for the three months ended September 30, 2011, were $1,013,901.

The increase in our net operating expenses for the three months ended September 30, 2012 as compared to the three months ended September 30, 2011 is primarily due to the increase in the Company’s borrowings to fund additional portfolio investments, which resulted in increased interest expense. Additionally, the expiration of the Expense Reimbursement Agreement and Management Fee waiver resulted in increased net operating expenses.

Net Investment Income (Loss)

Net investment income for the three months ended September 30, 2012, was $1,238,245. Net investment income per share was $0.20 for the period.

Net investment income for the three months ended September 30, 2011, was $1,544,342. Net investment income per share was $0.25 for the period.

The decrease in net investment income for the three months ended September 30, 2012 as compared to the three months ended September 30, 2011 was primarily due to the increase in net operating expenses due to the expiration of the Expense Reimbursement Agreement and Management Fee waiver and an increase in interest expenses due to the Company’s greater debt usage in the three months ended September 30, 2012 as compared to the same period in 2011 to fund portfolio growth. Additionally, the decrease in other income was due to lower fee income, which can fluctuate, as the Company received fewer prepayment fees during the three months ended September 30, 2012 as compared to the same period in 2011.

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Realized Gain (Loss) on Investments

Realized gain (loss) on the sale of investments is the difference between the proceeds received from dispositions of portfolio investments and their stated costs. During the three months ended September 30, 2012, we recorded a realized loss of $860,667, primarily from the conversion of our senior secured loan in Equisearch Acquisition, Inc. to a senior secured term loan in TransAmerican Asset Servicing Group, LLC upon the finalization of the Equisearch Acquisition, Inc.’s bankruptcy proceedings. Realized loss per share was $0.14 for the period.

During the three months ended September 30, 2011, we recorded a realized gain of $125,806 primarily in connection with the repayment of a portion of our equity interests in West World Media, LLC. Realized gain per share was $0.02 for the period.

The decrease in realized gains for the three months ended September 30, 2012 as compared to the three months ended September 30, 2011 was due to the items discussed above.

From time to time the Company may enter into a new transaction with a portfolio investment as a result of the sale, merger, foreclosure, bankruptcy or other corporate event involving the portfolio company. In such cases, the Company may receive newly-issued notes, securities and/or other consideration in exchange for, or resulting from, the cancellation of the instruments previously held by the Company with regard to that portfolio company. In such cases, the Company may experience a realized loss on the instrument being sold or cancelled, and, concurrently, an elimination of any previously recognized unrealized losses on the portfolio investment. Such elimination of unrealized loss is included on the Statements of Operations as an increase in the Change in Unrealized Gain (Loss) on Investments.

Change in Unrealized Gain (Loss) on Investments

Change in unrealized gain (loss) on investments is the net change in the fair value of our investment portfolio during the reporting period, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized.

Change in unrealized gain (loss) on investments per share was $0.08 for the three months ended September 30, 2012. During the three months ended September 30, 2012, we recorded net unrealized appreciation of $517,313, primarily from the conversion of our senior secured loan in Equisearch Acquisition, Inc. to a senior secured term loan in TransAmerican Asset Servicing Group, LLC upon the finalization of Equisearch Acquisition, Inc.’s bankruptcy proceedings. This consisted of $133,634 of net unrealized appreciation on debt investments and $383,679 of net unrealized appreciation on equity investments. See related information in the Realized Gain (Loss) on Investments section.

Change in unrealized gain (loss) on investments per share was ($0.02) for the three months ended September 30, 2011. During the three months ended September 30, 2011, we recorded net unrealized depreciation of $70,815. This consisted of $263,304 of net unrealized depreciation on debt investments and $192,489 of net unrealized appreciation on equity investments.

The increase in change in unrealized gain (loss) on investments for the three months ended September 30, 2012 as compared to the three months ended September 30, 2011 was due to the items discussed above.

Comparison of the years ended June 30, 2012 and June 30, 2011

Total Investment Income

Total investment income includes interest and dividend income on our investments and other income, which is comprised of fee income. Fee income consists principally of administrative fees, prepayment fees, structuring fees and unused line fees.

Total investment income for the year ended June 30, 2012 was $9,827,011. This amount consisted of $8,980,837 of interest income from portfolio investments (which included $68,842 of PIK interest), $57,216 of dividend income and $788,958 of fee income.

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Total investment income for the year ended June 30, 2011 was $7,959,637. This amount consisted of $6,997,481 of interest income from portfolio investments (which included $246,566 of PIK interest), $215,260 of dividend income and $746,896 of fee income.

The increase in interest income for the year ended June 30, 2012 relative to the year ended June 30, 2011 was primarily due to the Company being in operations for the full fiscal year. The decrease in PIK interest for the year ended June 30, 2012 as compared to the year ended June 30, 2011 was primarily due to the fact that the Company received a prepayment from West World Media, LLC and ceased generating PIK interest from any of its portfolio investments. The decrease in dividend income for the year ended June 30, 2012 as compared to the year ended June 30, 2011 was primarily due to the Company redeeming its holding in First Capital Lotus Asset Based Fund.

Expenses

Gross Operating Expenses for the year ended June 30, 2012 were $5,307,300. Net Operating Expenses (offset by the waived portion of the base management fee and the accrual for the expense reimbursement) for the year ended June 30, 2012, were $4,993,508.

Gross Operating Expenses for the year ended June 30, 2011 were $4,172,566. Net Operating Expenses (offset by the waived portion of the base management fee and the accrual for the expense reimbursement) for the year ended June 30, 2011, were $3,625,258.

As the Company commenced operations on August 31, 2010, the expenses for the year ended June 30, 2011 represent approximately ten months of operations, except for organizational expenses of $178,979, which were expensed as incurred over the year ended June 30, 2011 and operating expenses of $18,465, which were incurred in the months of July and August 2010. Organizational expenses are not expected to reoccur.

The increase in Gross Operating Expenses for the year ended June 30, 2012 relative to the year ended June 30, 2012 was primarily due to the Company being in operations for the full fiscal year. The increase in Net Operating Expenses was due to the Company being in operations for the full fiscal year and the management fee and expense waiver expiring during the year ended June 30, 2012.

Net Investment Income

Net investment income was $4,833,503, or $0.78 for the year ended June 30, 2012.

As the Company commenced operations on August 31, 2010, the net investment income of $4,334,379 for the year ended June 30, 2011 represents approximately ten months of operations, except for organizational expenses of $178,979, which were expensed as incurred over the year ended June 30, 2011, and operating expenses of $18,465, which were incurred in the months of July and August. Organizational expenses are not expected to reoccur. Net investment income per share was $0.70 for the period from August 31, 2010 to June 30, 2011.

The increase in Net Investment Income and Net Investment Income per share was primarily due to the Company being in operations for the full fiscal year.

Realized Gain (Loss) on Investments

Realized gain (loss) on the sale of investments is the difference between the proceeds received from dispositions of portfolio investments and their stated costs.

During the year ended June 30, 2012, we recorded a realized loss of $175,366, primarily in connection with a realized loss on our investment in Texas Westchester Financial, LLC and a gain related to the repayment of our loan to West World Media, LLC. Realized loss per share for the year ended June 30, 2012 was $0.03.

During the year ended June 30, 2011, we recorded a realized gain of $344,482. Of this gain, $240,509 was associated with the full repayment of the loans to Icon Groupe, LLC on January 31, 2011. Realized gain per share for the period from August 31, 2010 to June 30, 2011 was $0.06.

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Change in Unrealized Gain (Loss) on Investments

Net unrealized appreciation or depreciation recorded on investments is the net change in the fair value of our investment portfolio during the reporting period, including the reversal of previously recorded unrealized appreciation or depreciation when gains or losses are realized.

During the year ended June 30, 2012, we recorded net unrealized depreciation of $1,979,965. This consisted of $2,535,306 of net unrealized depreciation on debt investments and $555,341 of net unrealized appreciation on equity investments. Change in unrealized depreciation per share was $0.32 for the year ended June 30, 2012. On January 19, 2012, Equisearch Acquisition, Inc. (“Equisearch”) filed for protection under Chapter 7 of the U.S. Bankruptcy Code. At that date, the Company had an investment in Equisearch of $2,580,201 through a first lien, senior secured loan facility. At June 30, 2012 the fair value of our investment in Equisearch was $1,959,363. For the year ended June 30, 2012, the Company recognized an unrealized loss on ProGrade Ammunition Group, LLC of $1,476,339.

During the year ended June 30, 2011, we recorded net unrealized depreciation of $1,796,547. This consisted of $682,995 of net unrealized depreciation on debt investments and $1,113,552 of net unrealized depreciation on equity investments recognized between the commencement of operations on August 31, 2010 and June 30, 2011. On February 17, 2011, the Company placed Bloomingdale Partners, LP in default on its loan, with the assets being transferred to Texas Westchester Financial, LLC. The Company’s Board of Directors determined that the value of this investment should be written down, resulting in a $815,668 unrealized loss for the year ended June 30, 2011. Change in unrealized depreciation per share was $0.29 for the period from August 31, 2010 to June 30, 2011.

Liquidity and Capital Resources

At September 30, 2012, we had investments in debt securities of seventeen companies, totaling approximately $73.9 million in fair value, and equity investments in seven companies, totaling approximately $1.5 million in fair value.

Cash used in operating activities for the three months ended September 30, 2012, consisting primarily of purchases, sales and repayments of investments and the items described in “Results of Operations,” was approximately $3.6 million, reflecting the purchases and repayments of investments, income resulting from operations, offset by non-cash income related to OID income, changes in working capital and accrued interest receivable. Net cash used in purchases and sales of investments was approximately $3.3 million, reflecting net additional investments in existing securities of $11.4 million, offset by principal repayments of $8.1 million. Such amounts are not inclusive of our purchase of United States Treasury Bills or Money Market Funds.

For the year ended June 30, 2012, cash provided by operating activities, consisting primarily of repayments of investments and the items described in “Results of Operations,” was approximately $13.3 million, reflecting the repayments of investments, income resulting from operations, offset by non-cash income related to PIK interest and OID income, changes in working capital and accrued interest receivable. Net cash used for purchases and sales of investments was approximately $17.2 million, reflecting net additional investments in securities, offset by principal repayments. Such amounts are not inclusive of our purchase of United States Treasury Bills or Money Market Funds.

Immediately prior to the Full Circle Portfolio Acquisition, Full Circle Capital entered into the Credit Facility, a secured revolving credit facility with First Capital. The facility size is $35 million and, as amended, expires on December 31, 2013. Under the agreement, base rate borrowings bear interest at LIBOR plus 5.50%. As of September 30, 2012, we had $23.1 million outstanding borrowings under the Credit Facility.

As of September 30, 2012, we had Distribution Notes outstanding of approximately $3.4 million. These senior unsecured notes bear interest at a rate of 8.0% per annum, payable quarterly in cash, and mature on February 28, 2014.

As of September 30, 2012, we held approximately $66,504 in cash and did not have any cash equivalents in our investment portfolio.

As a business development company, we generally have an ongoing need to raise additional capital for investment purposes. As a result, we expect, from time to time, to access the debt and equity markets when

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we believe it is necessary and appropriate to do so. In this regard, we are currently exploring various options for obtaining additional debt or equity capital for investments. This may include replacing or further extending our Credit Facility, or the issuance of additional shares of our common stock, possibly at prices below our then current net asset value per share pursuant to a proposal, approved by our stockholders at our December 2011 annual meeting of stockholders, authorizing us to sell shares of our common stock below its then current net asset value per share in one or more offerings for a period of one year ending on December 20, 2012. We would need similar future approval from our stockholders to issue shares below the then current net asset value per share any time after the expiration of the current approval. If we are unable to obtain leverage or raise equity capital on terms that are acceptable to us, our ability to grow our portfolio will be substantially impacted.

Contractual Obligations

		Payments Due By Period (dollars in millions)
		Total		Less than 1 year		1 - 3 years		3 - 5 years		More than 5 years
Credit Facility (1)		$	23.1			$	—			$	23.1			$	—			$	—
Distribution Notes			3.4				—				3.4				—				—
Total		$	26.5			$	—			$	26.5			$	—			$	—

In addition to the contractual obligations set forth above, we have certain obligations with respect to the investment advisory and administration services we receive. See “Overview”. We incurred $641,968 for investment advisory services and $205,379 for administrative services for the three months ended September 30, 2012.

As of September 30, 2012, we had approximately $6.3 million in unfunded loan commitments, subject to our approval in certain instances, to provide debt financing to certain of our portfolio companies.

Off-Balance Sheet Arrangements

We currently have no off-balance sheet arrangements, including any risk management of commodity pricing or other hedging practices.

Borrowings

Secured Revolving Credit Facility.   Immediately prior to the Full Circle Portfolio Acquisition, Full Circle Capital entered into the Credit Facility, a secured revolving credit facility with First Capital. The facility size is $35 million and, as amended, expires on December 31, 2013. Under the agreement, base rate borrowings bear interest at LIBOR plus 5.50%. The Credit Facility is secured by all of our assets. Under the Credit Facility we are required to satisfy several financial covenants, including maintaining a minimum level of net assets, a maximum level of leverage and minimum asset coverage and interest coverage ratios. In addition, we are required to comply with other general covenants, including with respect to indebtedness, liens, restricted payments and mergers and consolidations.

Distribution Notes.   The Distribution Notes consist of $3.4 million in senior unsecured notes, which bear interest at a rate of 8.0% per annum, payable quarterly in cash, and mature on February 28, 2014. The Distribution Notes are callable by us at any time, in whole or in part, at a price of 100% of their principal amount, plus accrued and unpaid interest. In electing to exercise our call right with respect to the Distribution Notes, our Board of Directors will consider all of the relevant factors, including alternative uses of available capital and whether any Distribution Notes have recently been transferred or sold at prices below par value, and will be required to determine that such a call is in the best interests of Full Circle Capital and our stockholders. The Distribution Notes subject Full Circle Capital to customary covenants, including, among other things, a restriction on incurring any debt on a junior lien basis, or any debt that is contractually subordinated in right of payment to any other debt unless it is also subordinated to the Distribution Notes on substantially identical terms. The agreement under which the Distribution Notes were issued contains customary events of default.

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Distributions

In order to qualify as a regulated investment company and to avoid corporate level tax on the income we distribute to our stockholders, we are required, under Subchapter M of the Code, to distribute at least 90% of our ordinary income and short-term capital gains to our stockholders on an annual basis.

The following table lists the cash distributions, including dividends and returns of capital, if any, per share that we have declared since our formation on April 16, 2010. The table is divided by fiscal year according to record date.

Date Declared

Record Date

Payment Date

Amount

Fiscal 2011:

July 21, 2010

September 30, 2010

October 15, 2010

$

0.076 (1)

November 5, 2010

December 31, 2010

January 14, 2011

0.225

February 4, 2011

March 31, 2011

April 15, 2011

0.225

May 6, 2011

June 30, 2011

July 15, 2011

0.225

Total (2011)

$

0.751

Fiscal 2012:

June 28, 2011

July 29, 2011

August 15, 2011

$

0.075

(2)

June 28, 2011

August 31, 2011

September 15, 2011

0.075

June 28, 2011

September 30, 2011

October 14, 2011

0.075

September 8, 2011

October 31, 2011

November 15, 2011

0.077

September 8, 2011

November 30, 2011

December 15, 2011

0.077

September 8, 2011

December 30, 2011

January 13, 2012

0.077

November 7, 2011

January 31, 2012

February 15, 2012

0.077

November 7, 2011

February 29, 2012

March 15, 2012

0.077

November 7, 2011

March 30, 2012

April 13, 2012

0.077

February 3, 2012

April 30, 2012

May 15, 2012

0.077

February 3, 2012

May 31, 2012

June 15, 2012

0.077

February 3, 2012

June 29, 2012

July 13, 2012

0.077

Total (2012)

$

0.918

Fiscal 2013:

May 7, 2012

July 31, 2012

August 15, 2012

$

0.077

May 7, 2012

August 31, 2012

September 14, 2012

0.077

May 7, 2012

September 28, 2012

October 15, 2012

0.077

September 10, 2012

October 31, 2012

November 15, 2012

0.077

September 10, 2012

November 30, 2012

December 14, 2012

0.077

September 10, 2012

December 31, 2012

January 15, 2012

0.077

November 5, 2012

January 31, 2013

February 15, 2013

0.077

November 5, 2012

February 28, 2013

March 15, 2013

0.077

November 5, 2012

March 29, 2013

April 15, 2013

0.077

Total (2013 to date)

$

0.693

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Related Parties

We have entered into a number of business relationships with affiliated or related parties, including the following:

Full Circle Advisors’ investment committee presently manages Full Circle Funding, LP, a specialty lender serving smaller and lower middle-market companies. Although the existing investment funds managed by Full Circle Funding, LP, which currently consist of the Legacy Funds, are no longer making investments in new opportunities, any affiliated investment vehicle formed in the future and managed by our investment adviser or its affiliates may, notwithstanding different stated investment objectives, have overlapping investment objectives with our own and, accordingly, may invest in asset classes similar to those targeted by us. Full Circle Advisors and its affiliates may determine that an investment is appropriate for us and for one or more of those other funds. In such event, depending on the availability of such investment and other appropriate factors, Full Circle Advisors or its affiliates may determine that we should invest side-by-side with one or more other funds. Any such investments will be made only to the extent permitted by applicable law and interpretive positions of the SEC and its staff, and consistent with Full Circle Advisors’ allocation procedures. In connection with our acquisition of the Legacy Portfolio, we issued an aggregate of 4,191,415 shares of our common stock and approximately $3.4 million of Distribution Notes to investors in the Legacy Funds.

We have also adopted a Code of Ethics which applies to, among others, our senior officers, including our Chief Executive Officer and Chief Financial Officer, as well as all of our officers, directors and employees. Our Code of Ethics requires that all employees and directors avoid any conflict, or the appearance of a conflict, between an individual’s personal interests and our interests. Pursuant to our Code of Ethics, each employee and director must disclose any conflicts of interest, or actions or relationships that might give rise to a conflict, to our Chief Compliance Officer. Our Audit Committee is charged with approving any waivers under our Code of Ethics. As required by the NASDAQ corporate governance listing standards, the Audit Committee of our Board of Directors is also required to review and approve any transactions with related parties (as such term is defined in Item 404 of Regulation S-K).

Recent Developments

Dividend

On November 5, 2012, the Board of Directors declared monthly dividends of $0.077, $0.077 and $0.077 per share payable on February 15, 2013 for holders of record at January 31, 2013, March 15, 2013 for holders of record at February 28, 2013 and April 15, 2013 for holders of record at March 29, 2013.

Recent Portfolio Activity

On October 31, 2012, the Company extended the loan to Ygnition Networks, Inc. through December 31, 2012.

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On November 1, 2012, the Company extended the loan to Attention Transit Advertising Systems, LLC through May 31, 2013.

Subsequent to September 30, 2012, the Company increased the availability under the Global Energy Efficiency Holdings, Inc. revolving loan facility to $3,250,000 from $2,250,000.

On November 2, 2012, The Selling Source, LLC pre-paid, at par, $1,140,496 of its loan from the Company.

Credit Facility

On October 31, 2013, the Company re-extended the maturity of the Credit Facility through December 31, 2013.

Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including changes in interest rates. As of September 30, 2012, two debt investments in our portfolio were at a fixed rate, and the remaining 26 debt investments were at variable rates, representing approximately $5.3 million and $68.6 million in fair value debt, respectively. The majority of our floating rate debt instruments are currently at their floor interest rate. The variable rates are based upon the Prime rate or LIBOR.

To illustrate the potential impact of a change in the underlying interest rate on our net investment income, we have assumed a 1% increase in the underlying Prime rate or LIBOR, and no other change in our portfolio as of September 30, 2012. We have also assumed $23.1 million of outstanding borrowings bearing a floating rate based upon LIBOR. Under this analysis, net investment income would increase by approximately $0.3 million annually. If we had instead assumed a 1% decrease in the underlying Prime rate or LIBOR, net investment income would decrease correspondingly by approximately $0.1 million annually. Although management believes that this analysis is indicative of our existing interest rate sensitivity at September 30, 2012, it does not adjust for changes in the credit quality, size and composition of our portfolio, and other business developments, including borrowing under a credit facility, that could affect the net increase in net assets resulting from operations. Accordingly, no assurances can be given that actual results would not differ materially from the results under this hypothetical analysis.

We may in the future hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in the benefits of lower interest rates with respect to the investments in our portfolio with fixed interest rates.

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UNDERWRITING

Ladenburg Thalmann & Co. Inc. is acting as representative of the underwriters named below. Subject to the terms and conditions stated in the underwriting agreement dated the date of this prospectus supplement, each underwriter named below has agreed to purchase, and we have agreed to sell to that underwriter, the number of shares set forth opposite the underwriter’s name.

Underwriter		Shares
Ladenburg Thalmann & Co. Inc.			700,000
Maxim Group LLC			325,000
National Securities Corporation			325,000
Total			1,350,000

The underwriting agreement provides that the obligations of the underwriters to purchase the shares included in this offering are subject to approval of legal matters by counsel and to other conditions. The underwriters are obligated to purchase all the shares (other than those covered by the overallotment option described below) if they purchase any of the shares.

The underwriters propose to offer some of the shares directly to the public at the public offering price set forth on the cover page of this prospectus supplement and some of the shares to dealers at the public offering price less a concession not to exceed $0.237 per share. The underwriting discount of $0.395 per share is equal to 5.0% of the initial offering price. If all of the shares are not sold at the initial offering price, the representative may change the public offering price and other selling terms. The representative has advised us that the underwriters do not intend to confirm any sales to any accounts over which they exercise discretionary authority.

The underwriters hold an option, exercisable for 30 days from the date of this prospectus supplement, to purchase up to an additional 202,500 shares at the public offering price less the underwriting discount. The underwriters may exercise the option solely for the purpose of covering overallotments, if any, in connection with this offering. To the extent such option is exercised, each underwriter must purchase a number of additional shares approximately proportionate to that underwriter’s initial purchase commitment.

We, along with each of our directors and officers, have agreed that we will not, without the prior written consent of Ladenburg Thalmann & Co. Inc., on behalf of the underwriters, offer, pledge, sell, contract to sell or otherwise dispose of or agree to sell or otherwise dispose of, directly or indirectly or hedge shares or securities convertible into or exchangeable for shares for a period of 90 days from the date of this prospectus supplement (the “Lock-up Period”), provided, however, that we may issue and sell shares pursuant to our dividend reinvestment plan and pursuant to certain other limited exceptions. Ladenburg Thalmann & Co. Inc. in its sole discretion may release any of the securities subject to these lock-up agreements at any time without notice.

The Lock-up Period in the preceding paragraph will be extended if (i) during the last 17 days of the Lock-up Period we issue an earnings release or material news or a material event relating to Full Circle Capital occurs or (ii) prior to the expiration of the Lock-up Period, we announce that we will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, in which case the restrictions described in the preceding sentence will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event.

Our shares are listed on the NASDAQ Capital Market under the symbol “FULL.”

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The following table shows the underwriting discounts to be paid to the underwriters in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares. This offering will conform with the requirements set forth in Financial Industry Regulatory Authority Rule 2310. The sum of all compensation to the underwriters in connection with this offering of shares, including the underwriting discount, will not exceed 10% of the total public offering price of the shares sold in this offering.

		No Exercise		Full Exercise
Per Common Share		$	0.395			$	0.395
Total		$	533,250			$	613,238

Full Circle Capital and our investment adviser have each agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, or to contribute to payments the underwriters may be required to make because of any of those liabilities.

Certain underwriters may make a market in the shares. No underwriter is, however, obligated to conduct market-making activities and any such activities may be discontinued at any time without notice, at the sole discretion of the underwriter. No assurance can be given as to the liquidity of, or the trading market for, the shares as a result of any market-making activities undertaken by any underwriter. This prospectus supplement is to be used by any underwriter in connection with the offering and, during the period in which a prospectus supplement must be delivered, with offers and sales of the shares in market-making transactions in the over-the-counter market at negotiated prices related to prevailing market prices at the time of the sale.

In connection with the offering, Ladenburg Thalmann & Co. Inc., on behalf of the underwriters, may purchase and sell shares in the open market. These transactions may include short sales, syndicate covering transactions and stabilizing transactions. Short sales involve syndicate sales of shares in excess of the number of shares to be purchased by the underwriters in the offering, which creates a syndicate short position. “Covered” short sales are sales of shares made in an amount up to the number of shares represented by the underwriters’ overallotment option. In determining the source of shares to close out the covered syndicate short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the overallotment option. Transactions to close out the covered syndicate short position involve either purchases of shares in the open market after the distribution has been completed or the exercise of the overallotment option. The underwriters may also make “naked” short sales of shares in excess of the overallotment option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of shares in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of bids for or purchases of shares in the open market while the offering is in progress.

The underwriters also may impose a penalty bid. Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when Ladenburg Thalmann & Co. Inc. repurchases shares originally sold by that syndicate member in order to cover syndicate short positions or make stabilizing purchases.

Any of these activities may have the effect of preventing or retarding a decline in the market price of shares. They may also cause the price of shares to be higher than the price that would otherwise exist in the open market in the absence of these transactions. The underwriters may conduct these transactions on the NASDAQ Capital Market, or in the over-the-counter market, or otherwise. If the underwriters commence any of these transactions, they may discontinue them at any time.

We estimate that our portion of the total expenses of this offering, excluding the underwriting discounts, will be approximately $175,000.

A prospectus in electronic format may be made available on the websites maintained by one or more of the underwriters. The representative may agree to allocate a number of shares to underwriters for sale to their online brokerage account holders. The representative will allocate shares to underwriters that may make Internet distributions on the same basis as other allocations. In addition, shares may be sold by the underwriters to securities dealers who resell shares to online brokerage account holders.

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In connection with our initial public offering of common stock, which was consummated on September 7, 2010, Ladenburg Thalmann & Co. Inc. served as the sole bookrunning manager and Maxim Group LLC and National Securities Corporation served as co-managers and underwriters. We paid underwriting discounts and commissions of $1,330,000 to the underwriters.

Certain underwriters may perform investment banking and advisory services for us, our investment adviser and our affiliates from time to time, for which they receive customary fees and expenses. Certain underwriters may, from time to time, engage in transactions with or perform services for us, our investment adviser and our affiliates in the ordinary course of business.

The principal business address of Ladenburg Thalmann & Co. Inc. is 520 Madison Avenue, 9th Floor, New York, New York 10022.

The principal business address of Maxim Group LLC is 405 Lexington Avenue, 2 ^nd Floor, New York, NY 10174.

The principal business address of National Securities Corporation is 120 Broadway, 27 ^th Floor, New York, NY 10271.

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LEGAL MATTERS

Certain legal matters in connection with the securities offered hereby will be passed upon for us by Sutherland Asbill & Brennan LLP, Washington, DC. Certain legal matters in connection with the offering will be passed upon for the underwriters by Blank Rome LLP, New York, New York.

EXPERTS

The financial statements as of June 30, 2012 and 2011 and for each of the two years in the period ended June 30, 2012 included in the accompanying prospectus and this prospectus supplement have been so included in reliance on the report of Rothstein Kass, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form N-2 together with all amendments and related exhibits under the Securities Act. The registration statement contains additional information about us and the securities being offered by this prospectus supplement and the accompanying prospectus.

We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Securities Exchange Act of 1934, as amended. You can inspect any materials we file with the SEC, without charge, at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. The information we file with the SEC is available free of charge by contacting us at Full Circle Capital Corporation, 800 Westchester Ave., Suite S-620, Rye Brook, New York 10573, by telephone at (914) 220-6300, or on our website at http://www.fccapital.com . The SEC also maintains a website that contains reports, proxy statements and other information regarding registrants, including us, that file such information electronically with the SEC. The address of the SEC’s web site is http://www.sec.gov . Information contained on our website or on the SEC’s web site about us is not incorporated into this prospectus supplement or the accompanying prospectus and you should not consider information contained on our website or on the SEC’s website to be part of this prospectus supplement or the accompanying prospectus.

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INDEX TO FINANCIAL STATEMENTS

		Page
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statements of Assets and Liabilities as of September 30, 2012 and June 30, 2012 (audited)			S-45
Consolidated Statements of Operations for the three months ended September 30, 2012 and September 30, 2011			S-46
Consolidated Statements of Changes in Net Assets for the three months ended September 30, 2012 and September 30, 2011			S-47
Consolidated Statements of Cash Flows for the three months ended September 30, 2012 and September 30, 2011			S-48
Consolidated Schedule of Investments as of September 30, 2012			S-49
Consolidated Schedule of Investments as of June 30, 2012 (audited)			S-52
Notes to Consolidated Financial Statements as of September 30, 2012			S-57
AUDITED CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm			S-73
Consolidated Statements of Assets and Liabilities as of June 30, 2012 and June 30, 2011			S-74
Consolidated Statements of Operations for the years ended June 30, 2012 and June 30, 2011, and the period from April 16, 2010 (date of inception) to June 30, 2010			S-75
Consolidated Statements of Changes in Net Assets for the years ended June 30, 2012 and June 30, 2011, and the period from April 16, 2010 (date of inception) to June 30, 2010			S-76
Consolidated Statements of Cash Flows for the years ended June 30, 2012 and June 30, 2011, and the period from April 16, 2010 (date of inception) to June 30, 2010			S-77
Consolidated Schedule of Investments as of June 30, 2012 and June 30, 2011			S-78
Notes to Consolidated Financial Statements			S-84

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FULL CIRCLE CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

				September 30, 2012		June 30, 2012
				(Unaudited)		(Audited)
Assets
Control Investments at Fair Value (Cost of $8,605,711 and $6,639,648, respectively)			(NOTE 2, 9	)		$	8,502,142			$	6,777,511
Affiliate Investments at Fair Value (Cost of $7,914,999 and $6,802,017, respectively)			(NOTE 2, 9	)			5,988,684				5,112,142
Investments at Fair Value (Cost of $87,201,156 and $85,181,617, respectively)			(NOTE 2, 9	)			85,971,841				82,957,117
Total Investments at Fair Value (Cost of $103,721,866 and $98,623,282, respectively)							100,462,667				94,846,770
Cash							66,504				639,149
Deposit with Broker							2,752,519				2,350,000
Interest Receivable			(NOTE 2	)			965,440				902,711
Dividends Receivable							34,097				—
Principal Receivable							1,231,808				513,372
Due from Portfolio Investment							—				11,140
Due from Affiliate							37,335				—
Prepaid Expenses							160,015				43,053
Other Assets							27,554				25,499
Deferred Offering Expenses							71,781				67,685
Deferred Credit Facility Fees							100,000				50,000
Total Assets							105,909,720				99,449,379
Liabilities
Due to Affiliate			(NOTE 5	)			643,272				580,353
Accounts Payable							192,990				115,741
Accrued Liabilities							23,210				79,651
Due to Broker							25,000,604				22,500,041
Dividends Payable							478,892				478,892
Interest Payable							159,666				142,518
Other Liabilities							6,927				140,458
Accrued Offering Expenses							—				19,697
Line of Credit							23,098,577				18,544,660
Distribution Notes			(NOTE 8	)			3,404,583				3,404,583
Total Liabilities							53,008,721				46,006,594
Net Assets						$	52,900,999			$	53,442,785
Components of Net Assets
Common Stock, par value $0.01 per share (100,000,000 authorized; 6,219,382 issued and outstanding)						$	62,194			$	62,194
Paid-in capital in excess of par							57,455,232				57,455,232
Distributions in excess of Net Investment Income							(321,195	)			(122,763	)
Accumulated Net Realized Losses							(1,036,033	)			(175,366	)
Accumulated Net Unrealized Losses							(3,259,199	)			(3,776,512	)
Net Assets						$	52,900,999			$	53,442,785
Net Asset Value Per Share						$	8.51			$	8.59

 
 
See notes to consolidated financial statements.

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FULL CIRCLE CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

				Three months ended September 30, 2012		Three months ended September 30, 2011
Investment Income
Interest Income						$	2,019,984			$	1,825,263
Interest Income from Affiliate Investments							279,941				234,864
Interest Income from Control Investments							279,173				27,573
Dividend Income from Control Investments							34,097				—
Other Income			(NOTE 2	)			144,027				311,457
Other Income from Affiliate Investments			(NOTE 2	)			3,581				54,086
Other Income from Control Investments			(NOTE 2	)			12,500				105,000
Total Investment Income							2,773,303				2,558,243
Operating Expenses
Management Fee			(NOTE 5	)			334,036				285,960
Incentive Fee			(NOTE 5	)			307,932				371,602
Total Advisory Fees							641,968				657,562
Allocation of Overhead Expenses			(NOTE 5	)			56,756				85,685
Sub-Administration Fees			(NOTE 5	)			73,429				78,114
Officers’ Compensation			(NOTE 5	)			75,194				45,924
Total Administration Fees							205,379				209,723
Directors’ Fees							28,625				28,125
Interest Expenses			(NOTE 8	)			396,495				122,560
Professional Services Expense							165,161				220,873
Bank Fees							3,090				3,681
Other							94,340				85,169
Total Gross Operating Expenses							1,535,058				1,327,693
Management Fee Waiver and Expense Reimbursement							—				(313,792	)
Total Net Operating Expenses							1,535,058				1,013,901
Net Investment Income							1,238,245				1,544,342
Net Change in Unrealized Gain (Loss) on Investments							517,313				(70,815	)
Net Realized Gain (Loss) on Investments							(860,667	)			125,806
Net Increase in Net Assets Resulting from Operations						$	894,891			$	1,599,333
Earnings per Common Share Basic and Diluted			(NOTE 4	)		$	0.14			$	0.26
Net Investment Income per Common Share Basic and Diluted						$	0.20			$	0.25
Weighted Average Shares of Common Stock Outstanding Basic and Diluted							6,219,382				6,219,382

 
 
See notes to consolidated financial statements.

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FULL CIRCLE CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
(Unaudited)

		Three months ended September 30, 2012		Three months ended September 30, 2011
Increase (Decrease) in Net Assets Resulting from Operations:
Net Investment Income		$	1,238,245			$	1,544,342
Net Change in Unrealized Gain (Loss) on Investments			517,313				(70,815	)
Net Realized Gain (Loss) on Investments			(860,667	)			125,806
Net Increase in Net Assets Resulting from Operations			894,891				1,599,333
Dividends to Shareholders			(1,436,677	)			(1,399,361	)
Total Increase (Decrease) in Net Assets			(541,786	)			199,972
Net Assets at Beginning of Period			53,442,785				56,474,006
Net Assets at End of Period		$	52,900,999			$	56,673,978
Capital Share Activity:
Shares issued			—				—
Shares Outstanding at Beginning of Period			6,219,382				6,219,382
Shares Outstanding at End of Period			6,219,382				6,219,382

 
 
See notes to consolidated financial statements.

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FULL CIRCLE CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

		Three months ended September 30, 2012		Three months ended September 30, 2011
Cash Flows from Operating Activities:
Net Increase (Decrease) in Net Assets Resulting from Operations		$	894,891			$	1,599,333
Adjustments to reconcile Net Increase (Decrease) in Net Assets Resulting from Operations to Net Cash Provided by (Used in) Operating Activities
Purchases of Investments			(36,438,364	)			(62,735,071	)
Proceeds from Sale or Refinancing of Investments			30,591,557				41,884,104
Net Realized (Gain) Loss on Investments			860,667				(125,806	)
Net Change in Unrealized (Gain) Loss on Investments			(517,313	)			70,815
Amortization of Discount			(112,444	)			(187,337	)
Change in Operating Assets and Liabilities
Deposit with Broker			(402,519	)			(842,141	)
Interest Receivable			(62,729	)			(69,863	)
Dividends Receivable			(34,097	)			—
Principal Receivable			(718,436	)			—
Due from Portfolio Investment			11,140				—
Due from Affiliates			(37,335	)			(289,757	)
Prepaid Expenses			(116,962	)			(101,828	)
Other Assets			(2,055	)			(226,230	)
Due to Affiliates			62,919				52,542
Accounts Payable			77,249				354,400
Accrued Liabilities			(56,441	)			68,777
Due to Broker			2,500,563				9,000,770
Interest Payable			17,148				26,114
Other Liabilities			(133,531	)			(46,861	)
Net Cash Used in Operating Activities			(3,616,092	)			(11,568,039	)
Cash Flows from Financing Activities:
Borrowings Under Credit Facility			14,182,849				31,827,093
Payments Under Credit Facility			(9,678,932	)			(19,104,831	)
Dividends Paid to Shareholders			(1,436,677	)			(2,332,268	)
Payment of Offering Expenses			(23,793	)			—
Net Cash Provided by Financing Activities			3,043,447				10,389,994
Total Decrease in Cash			(572,645	)			(1,178,045	)
Cash Balance at Beginning of Period			639,149				2,065,943
Cash Balance at End of Period		$	66,504			$	887,898
Supplemental Disclosure of Non-Cash Financing Activity:
Dividends Declared, not yet Paid		$	478,892			$	466,454
Accrued Offering Expenses		$	(19,697	)		$	—
Supplemental Disclosure of Cash Flow Information:
Cash Paid During the Period for Interest		$	379,347			$	96,446