Attached files
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EX-32.1 - CERTIFICATION - FULLNET COMMUNICATIONS INC | fn_ex32z1.htm |
EX-31.2 - CERTIFICATION - FULLNET COMMUNICATIONS INC | fn_ex31z2.htm |
EX-31.1 - CERTIFICATION - FULLNET COMMUNICATIONS INC | fn_ex31z1.htm |
EX-10.23 - IPV4 NUMBERS PURCHASE AGREEMENT - FULLNET COMMUNICATIONS INC | fn_ex10z23.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
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| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the fiscal year ended December 31, 2018
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| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the transition period from ___________________ to ___________________ |
Commission File Number: 000-27031
FULLNET COMMUNICATIONS INC
(Exact name of registrant as specified in its charter)
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OKLAHOMA |
| 73-1473361 |
(State or other jurisdiction of |
| (I.R.S. Employer Identification No.) |
incorporation or organization) |
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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 |
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Emerging-growth company o |
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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.
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3.2 |
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3.3 |
| Amended and Restated Certificate of Incorporation of FullNet Communications, Inc. |
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4.1 |
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4.2 |
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4.3 |
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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) |
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10.9 |
| Secured Promissory Note and Security Agreement dated December 30, 2009, issued to High Capital Funding, LLC |
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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) |
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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) |
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10.13 |
| Employment Agreement with Jason Ayers dated July 6, 2011 (filed as Exhibit 10.49 to Form 10Q filed on November 15, 2011) |
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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) |
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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) |
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10.18 |
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10.19 |
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10.20 |
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10.22 |
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10.23 |
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21.1 |
| Subsidiaries of the Registrant (filed as Exhibit 21.1 to Form 10KSB filed on March 30, 2000) |
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31.1 |
| Certification pursuant to Rules 13a-14(a) and 15d-14(a) of Roger P. Baresel |
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31.2 |
| Certification pursuant to Rules 13a-14(a) and 15d-14(a) of Roger P. Baresel |
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32.1 |
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101.INS |
| XBRL Instance Document |
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101.SCH |
| XBRL Taxonomy Extension Schema Document |
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101.CAL |
| XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF |
| XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB |
| XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE |
| XBRL Taxonomy Extension Presentation Linkbase Document |
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____________________
#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 |
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| Roger P. Baresel |
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| Chief Executive Officer and Chief Financial and Accounting Officer |
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Date: November 16, 2020 | By: | /s/ JASON C. AYERS |
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| Jason C. Ayers |
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| President |
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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 |
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| Timothy J. Kilkenny |
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| Chairman of the Board and Director |
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Date: November 16, 2020 | By: | /s/ ROGER P. BARESEL |
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| Roger P. Baresel |
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| Director |