Attached files

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EX-32.1 - CERTIFICATION - FULLNET COMMUNICATIONS INCfn_ex32z1.htm
EX-31.2 - CERTIFICATION - FULLNET COMMUNICATIONS INCfn_ex31z2.htm
EX-31.1 - CERTIFICATION - FULLNET COMMUNICATIONS INCfn_ex31z1.htm
EX-10.23 - IPV4 NUMBERS PURCHASE AGREEMENT - FULLNET COMMUNICATIONS INCfn_ex10z23.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K/A

(Amendment No. 1)

 

(Mark One)

 

 

 

þ

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

 

 

For the fiscal year ended December 31, 2018

 

or

 

 

 

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

 

 

For the transition period from ___________________ to ___________________

 

Commission File Number: 000-27031

 

FULLNET COMMUNICATIONS INC

(Exact name of registrant as specified in its charter)

 

 

 

OKLAHOMA

 

73-1473361

(State or other jurisdiction of

 

(I.R.S. Employer Identification No.)

incorporation or organization)

 

 

 

201 Robert S. Kerr Avenue, Suite 210

Oklahoma City, Oklahoma 73102

(Address of principal executive offices)

 

(405) 236-8200

(Registrant’s telephone number)

 

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

 

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

 

Title of class

 

Common Stock, $0.00001 Par Value

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.


Yes o No þ 

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Exchange Act.

Yes o No þ 

 

    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o 

 

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes þ   No o 

 

    Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.        þ

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer”, “accelerated filer”, “non-accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer o

 

 

Accelerated filer o

 

Non-accelerated filer o

 

Smaller reporting company þ

Emerging-growth company o

 

 

 

 

 

 

 

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

    Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o   No þ 

 

     The aggregate market value of the Common Stock held by non-affiliates computed by reference to the price at which the Common Stock was last sold, or the average bid and asked price of the Common Stock, as of the last business day (June 30, 2018) of registrant’s completed second quarter was $230,109.

 

As of April 1, 2019, 13,621,009 shares of the registrant’s common stock, $0.00001 par value, were outstanding.


 

EXPLANATORY NOTE

 

FullNet Communications, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the year ended December 31, 2018 (this “Amendment”) solely to include the filing of the IPv4 Purchase Agreement executed February 4, 2019, by and between FullNet Communications, Inc. and Paycom Payroll, LLC., Exhibit 10.23, which was inadvertently omitted from the original Form 10-K filed on April 1,2019. This Amendment does not modify or update disclosures presented in the original Form 10-K, nor does it reflect events occurring after the filing of the Original Form 10-K or modify or update those disclosures. Accordingly, this Amendment should be read in conjunction with the original Form 10-K and the Company’s filings with the SEC subsequent to the filing of the original Form 10-K.


 

Exhibit

 

 

 

 

Number

 

Exhibit

 

 

 

 

 

 

 

 

 

 

 

 

3.2

 

Bylaws (filed as Exhibit 2.2 to Registrant’s Registration Statement on Form 10-SB, file number 000-27031 and incorporated herein by reference)

 

#

 

 

 

 

 

3.3

 

Amended and Restated Certificate of Incorporation of FullNet Communications, Inc.

 

#

 

 

 

 

 

4.1

 

Specimen Certificate of Registrant’s Common Stock (filed as Exhibit 4.1 to the Company’s Form 10-KSB for the fiscal year ended December 31, 1999, and incorporated herein by reference).

 

#

 

 

 

 

 

4.2

 

Certificate of Correction to the Amended Certificate of Incorporation and the Ninth Section of the Certificate of Incorporation (filed as Exhibit 2.1 to Registrant’s Registration Statement on form 10-SB, file number 000-27031 and incorporated by reference).

 

#

 

 

 

 

 

4.3

 

Certificate of Correction to Articles II and V of Registrant’s Bylaws (filed as Exhibit 2.1 to Registrant’s Registration Statement on Form 10-SB, file number 000-27031 and incorporated herein by reference).

 

#

 

 

 

 

 

4.4

 

Certificate of Designation, Preferences, and Rights of Series A Convertible Preferred Stock of FullNet Communications, Inc. (filed as Exhibit 4.18 to Registrant’s Form 8K, file number 000-27031 and incorporated herein by reference)

 

#

 

 

 

 

 

10.9

 

Secured Promissory Note and Security Agreement dated December 30, 2009, issued to High Capital Funding, LLC

 

 

 

 

 

 

 

10.11

 

Employment Agreement with Timothy J. Kilkenny dated July 6, 2011 (filed as Exhibit 10.47 to Form 10Q filed on November 15, 2011)

 

#

 

 

 

 

 

10.12

 

Employment Agreement with Roger P. Baresel dated July 6, 2011 (filed as Exhibit 10.48 to Form 10Q filed on November 15, 2011)

 

#

 

 

 

 

 

10.13

 

Employment Agreement with Jason Ayers dated July 6, 2011 (filed as Exhibit 10.49 to Form 10Q filed on November 15, 2011)

 

#

 

 

 

 

 

10.15

 

Secured Exchange Promissory Note and Security Agreement dated May 31, 2013, issued to High Capital Funding, LLC (filed as Exhibit 10.51 to Form 10Q filed on September 30, 2013)

 

#

 

 

 

 

 

10.16

 

Secured Exchange Promissory Note and Security Agreement dated May 31, 2013, issued to High Capital Funding, LLC (filed as Exhibit 10.52 to Form 10Q filed on September 30, 2013)

 

#

 

 

 

 

 

10.18

 

Unregistered sales of 2,752,848 restricted shares of common stock pursuant to the exercise of previously issued and outstanding common stock purchase options on December 7, 2016 held by various officers and directors of the Company and their family members (filed as Item 3.02 on Form 8K filed on December 7, 2016)

 

#

 

 

 

 

 

10.19

 

Asset Purchase Agreement dated February 1, 2018 between FullTel, Inc. and Dobson Technologies – Transport and Telecom Solutions, LLC (filed as Exhibit 2.1 to Form 8-K filed on February 6, 2018)

 

#

 

 

 

 

 

10.20

 

Issuance of fully-vested and immediately exercisable employee stock options on February 14, 2018 (filed as Item 5.02 on Form 8-K filed on February 21, 2018)

 

#

 

 

 

 

 

10.22

 

IPv4 Numbers Purchase Agreement executed August 7, 2018, by and between FullNet Communications, Inc. and EBOX, Inc. (filed as Exhibit 10.22 to Form 10Q filed on August 14, 2018)

 

#

 

 

 

 

 

10.23

 

IPv4 Numbers Purchase Agreement executed February 4, 2019, by and between FullNet Communications, Inc. and Paycom Payroll, LLC

 

*


 

 

 

 

 

21.1

 

Subsidiaries of the Registrant (filed as Exhibit 21.1 to Form 10KSB filed on March 30, 2000)

 

#

 

 

 

 

 

31.1

 

Certification pursuant to Rules 13a-14(a) and 15d-14(a) of Roger P. Baresel

 

*

 

 

 

 

 

31.2

 

Certification pursuant to Rules 13a-14(a) and 15d-14(a) of Roger P. Baresel

 

*

 

 

 

 

 

32.1

 

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Roger P. Baresel

 

*

 

 

 

 

 

101.INS

 

XBRL Instance Document

 

**

 

 

 

 

 

101.SCH

 

XBRL Taxonomy Extension Schema Document

 

**

 

 

 

 

 

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document

 

**

 

 

 

 

 

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document

 

**

 

 

 

 

 

101.LAB

 

XBRL Taxonomy Extension Label Linkbase Document

 

**

 

 

 

 

 

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document

 

**

 

____________________

#Incorporated by reference. 

*Filed herewith. 

**In accordance with Rule 406T of Regulation S-T, the XBRL (Extensible Business Reporting Language) related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act or the Exchange Act, except to the extent expressly set forth by specific reference in such filing. 


 

 

SIGNATURES

 

Pursuant to the requirements of the Exchange Act, the Registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

REGISTRANT:

FULLNET COMMUNICATIONS, INC.

 

Date: November 16, 2020

By:

/s/ ROGER P. BARESEL

 

 

Roger P. Baresel

 

 

Chief Executive Officer and Chief Financial and Accounting Officer

 

 

 

 

Date: November 16, 2020

By:

/s/ JASON C. AYERS

 

 

Jason C. Ayers

 

 

President

 

 

 

 

 

Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

Date: November 16, 2020

By:

/s/ TIMOTHY J. KILKENNY

 

 

Timothy J. Kilkenny

 

 

Chairman of the Board and Director

 

 

 

 

Date: November 16, 2020

By:

/s/ ROGER P. BARESEL

 

 

Roger P. Baresel

 

 

Director