10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2020

☐ 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)

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 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 þ	Smaller reporting company ☑
Emerging-growth company	☐

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 ☐  No þ

As of August 14, 2020, 14,997,749 shares of the registrant’s common stock, $0.00001 par value, were outstanding.

FORM 10-Q

TABLE OF CONTENTS

	Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets — June 30, 2020 (Unaudited) and December 31, 2019		3
Condensed Consolidated Statements of Operations — Three and six months ended June 30, 2020 and 2019 (Unaudited)		4
Condensed Consolidated Statements of Shareholders’ Deficit — Three and six months ended June 30, 2020 and 2019 (Unaudited)		5
Condensed Consolidated Statements of Cash Flows — Six months ended June 30, 2020 and 2019 (Unaudited)		7
Notes to Condensed Consolidated Financial Statements (Unaudited)		8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		13
Item 3. Quantitative and Qualitative Disclosures About Market Risk		18
Item 4. Controls and Procedures		18
PART II. OTHER INFORMATION
Item1. Legal Proceedings		18
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		18
Item 5. Other Information		18
Item 6. Exhibits		19
Signatures		20
Exhibit 31.1
Exhibit 32.1

2

FullNet Communications, Inc. and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2020 (Unaudited)	DECEMBER 31, 2019
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$790,858	$612,005
Accounts receivable, net	5,600	943
Prepaid expenses and other current assets	39,167	19,986
Total current assets	835,625	632,934
PROPERTY AND EQUIPMENT, net	58,399	57,751
OTHER ASSETS AND INTANGIBLE ASSETS	30,828	18,250
RIGHT OF USE LEASED ASSET	567,605	618,333
TOTAL ASSETS	$1,492,457	$1,327,268
LIABILITIES AND SHAREHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable	$50,960	$50,786
Accrued and other liabilities	382,642	475,776
Operating lease liability – current portion	108,135	103,651
Deferred revenue	723,359	508,861
Total current liabilities	1,265,096	1,139,074
OPERATING LEASE LIABILITY – net of current portion	459,470	514,682
Total liabilities	1,724,566	1,653,756
SHAREHOLDERS’ DEFICIT
Preferred stock - $0.001 par value; authorized, 10,000,000 shares; Series A convertible; issued and outstanding, 568,257 and 875,054 shares in 2020 and 2019, respectively	349,910	554,516
Common stock - $0.00001 par value; authorized, 40,000,000 shares; issued and outstanding, 14,539,675 and 14,539,675 shares in 2020 and 2019, respectively	150	145
Additional paid-in capital	9,046,267	8,939,519
Accumulated deficit	(9,628,436)	(9,820,668)
Total shareholders’ deficit	(232,109)	(326,488)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$1,492,457	$1,327,268

See accompanying notes to unaudited condensed consolidated financial statements.

3

FullNet Communications, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	Three Months Ended		Six Months Ended
	June 30, 2020	June 30, 2019	June 30, 2020	June 30, 2019
REVENUES
Total revenue	$888,435	$557,981	$1,602,782	$1,157,812
OPERATING COSTS AND EXPENSES
Cost of revenue	133,524	80,404	242,195	157,198
Selling, general and administrative expenses	611,194	459,147	1,165,856	949,159
Depreciation and amortization	2,209	4,100	4,399	8,280
Total operating costs and expenses	746,927	543,651	1,412,450	1,114,637
INCOME FROM OPERATIONS	141,508	14,330	190,332	43,175
OTHER INCOME	117	2,914	1,900	92,872
INTEREST EXPENSE	-	-	-	(277)
NET INCOME	$141,625	$17,244	$192,232	$135,770
Preferred stock dividends	(13,163)	(20,636)	(33,538)	(41,272)
Net income (loss) available to common shareholders	$128,462	$(3,392)	$158,694	$94,498
Net income (loss) per share:
Basic and diluted	$0.01	$(0.00)	$0.01	$0.01
Weighted average common shares outstanding:
Basic	14,542,192	14,271,793	14,542,192	14,007,867
Diluted	17,599,562	14,271,793	17,182,766	16,594,615

See accompanying notes to unaudited condensed consolidated financial statements.

4

FullNet Communications, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT (UNAUDITED)

Three Months Ended June 30, 2020

	Common stock		Preferred stock		Additional	Accumulated
	Shares	Amount	Shares	Amount	paid-in capital	deficit	Total
Balance at March 31, 2020	14,539,675	$145	875,054	$557,390	$8,937,876	$(9,770,061)	$(274,650)
Stock options expense	-	-	-	-	22,211	-	22,211
Common stock issued for repurchase of preferred stock	458,074	5	-	-	22,899	-	22,904
Preferred stock repurchased	-	-	(356,797)	(235,951)	37,927	-	(198,024)
Repurchased preferred stock assigned to settle related party liability	-	-	50,000	27,750	26,075	-	53,825
Amortization of increasing dividend rate preferred stock discount	-	-	-	721	(721)	-	-
Net income	-	-	-	-	-	141,625	141,625
Balance at June 30, 2020 – (unaudited)	14,997,749	$150	568,257	$349,910	$9,046,267	$(9,628,436)	$(232,109)

Six Months Ended June 30, 2020

	Common stock		Preferred stock		Additional	Accumulated
	Shares	Amount	Shares	Amount	paid-in capital	deficit	Total
Balance at January 1, 2020	14,539,675	$145	875,054	$554,516	$8,939,519	$(9,820,668)	$(326,488)
Stock options expense	-	-	-	-	23,442	-	23,442
Common stock issued for repurchase of preferred stock	458,074	5	-	-	22,899	-	22,904
Preferred stock repurchased	-	-	(356,797)	(235,951)	37,927	-	(198,024)
Repurchased preferred stock assigned to settle related party liability	-	-	50,000	27,750	26,075	-	53,825
Amortization of increasing dividend rate preferred stock discount	-	-	-	3,595	(3,595)	-	-
Net income	-	-	-	-	-	192,232	192,232
Balance at June 30, 2020 – (unaudited)	14,997,749	$150	568,257	$349,910	$9,046,267	$(9,628,436)	$(232,109)

Three Months Ended June 30, 2019

Common stock Preferred stock Additional Accumulated

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	Shares	Amount	Shares	Amount	paid-in capital	deficit	Total
Balance at April 1, 2019	14,021,009	$140	987,102	$642,211	$8,797,535	$(10,019,432)	$(579,546)
Stock options compensation	-	-	-	-	2,055	-	2,055
Stock options exercised	38,666	-	-	-	116	-	116
Exercise of options by reducing deferred compensation payable	480,000	5	-	-	1,435	-	1,440
Amortization of increasing dividend rate preferred stock discount	-	-	-	3,362	(3,362)	-	-
Net income	-	-	-	-	-	17,244	17,244
Balance at June 30, 2019 – (unaudited)	14,539,675	$145	987,102	$645,573	$8,797,779	$(10,002,188)	$(558,691)

Six Months Ended June 30, 2019

	Common stock		Preferred stock		Additional	Accumulated
	Shares	Amount	Shares	Amount	paid-in capital	deficit	Total
Balance at January 1, 2019	13,621,009	$136	987,102	$638,849	$8,765,712	$(10,137,958)	$(733,261)
Stock options compensation	-	-	-	-	19,986	-	19,986
Stock options exercised	38,666	-	-	-	116	-	116
Exercise of options by reducing deferred compensation payable	480,000	5	-	-	1,435	-	1,440
Amortization of increasing dividend rate preferred stock discount	-	-	-	6,724	(6,724)	-	-
Warrants issued	-	-	-	-	15,358	-	15,358
Warrants exercised	400,000	4	-	-	1,896	-	1,900
Net income	-	-	-	-	-	135,770	135,770
Balance at June 30, 2019 – (unaudited)	14,539,675	$145	987,102	$645,573	$8,797,779	$(10,002,188)	$(558,691)

See accompanying notes to unaudited condensed consolidated financial statements

6

FullNet Communications, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Six Months Ended
	June 30, 2020	June 30, 2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$192,232	$135,770
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	4,399	8,280
Noncash lease expense	50,728	73,267
Stock options and warrants expense	23,442	35,344
Provision for (recovery of) uncollectible accounts receivable	2,523	(1,847)
Common stock issued for prior preferred stock repurchase charged to expense	3,280	-
Net (increase) decrease in
Accounts receivable	(7,179)	6,834
Prepaid expenses and other assets	(31,760)	(14,264)
Net increase (decrease) in
Accounts payable	174	1,259
Accounts payable – related party	-	(4,000)
Accrued and other liabilities	(39,309)	23,325
Deferred revenue	214,498	61,632
Operating lease obligation	(50,728)	(65,113)
Net cash provided by operating activities	362,300	260,487
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for property and equipment	(5,047)	-
Net cash used in investing activities	(5,047)	-
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on borrowings under notes payable – related party	-	(27,888)
Exercise of options	-	116
Exercise of warrants	-	1,900
Payments for repurchase of preferred stock	(178,400)	-
Net cash used in financing activities	(178,400)	(25,872)
NET INCREASE IN CASH AND CASH EQUIVALENTS	178,853	234,615
Cash and cash equivalents at beginning of period	612,005	246,237
Cash and cash equivalents at end of period	$790,858	$480,852
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest	$-	$277
NON-CASH INVESTING AND FINANCING ACTIVITIES
Right of use assets and operating lease liabilities recognized	$-	$1,077,123
Repurchased preferred stock assigned to settle related party liability	$53,825	$-
Common stock issued in connection with repurchase of preferred stock	$19,624	$-
Amortization of increasing dividend rate preferred stock discount	$3,595	$6,724
Exercise of options by reducing deferred compensation payable	$-	$1,440

See accompanying notes to the unaudited condensed consolidated financial statements.

7

FullNet Communications, Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.     UNAUDITED INTERIM FINANCIAL STATEMENTS

The unaudited condensed consolidated financial statements and related notes of FullNet Communications and its subsidiaries (“we”, “our”, collectively, the “Company”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. The accompanying unaudited condensed consolidated financial statements and related notes should be read in conjunction with the audited consolidated financial statements of the Company and notes thereto for the year ended December 31, 2019.

Certain reclassifications have been made to prior period balances to conform with the presentation for the current period. These reclassifications did not impact the net income for the prior period.

The information furnished reflects, in the opinion of management, all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the results of the interim periods presented. Operating results of the interim period are not necessarily indicative of the amounts that will be reported for the year ended December 31, 2020.

COVID-19 Pandemic

As the global spread of COVID-19 continues, the pandemic has disrupted economies worldwide and its ultimate impacts are uncertain. While the ultimate impacts of COVID-19 cannot be determined, they have had and will continue to have material and adverse economic effects, and the pandemic could materially and adversely affect the Company’s business, financial condition and results of operations.

Recently Adopted Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No. 2018-15, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract”. This guidance aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing costs incurred to develop or obtain internal-use software. The guidance is effective for interim and annual periods beginning after December 15, 2019. The Company adopted this guidance effective January 1, 2020. The adoption of ASU No. 2018-15 did not have a material impact on the Company's consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-04, "Simplifying the Test for Goodwill Impairment", which removes the second step of the goodwill impairment test that requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. This guidance is effective prospectively for interim and annual reporting periods beginning after December 15, 2019. The Company adopted this guidance effective January 1, 2020. The adoption of ASU No. 2017-04 did not have a material impact on the Company’s consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13 (as amended through June 2020), “Financial Instruments—Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments”. ASU No. 2016-13 introduced a new forward-looking approach, based on expected losses, to estimate credit losses on certain types of financial instruments, including trade receivables, contract assets and held-to-maturity debt securities. The Company chose early adoption of this guidance effective January 1, 2020. The adoption of ASU No. 2016-13 did not have a material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2019, the FASB issued ASU No. 2019-12, "Simplifying the Accounting for Income Taxes", which simplifies the accounting for income taxes by removing certain exceptions to the general principles for income taxes. This guidance is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. The Company is evaluating the impact of this guidance on its consolidated financial statements.

8

Income (Loss) Per Share

Income (loss) per share – basic is calculated by dividing net income (loss) by the weighted average number of shares of stock outstanding during the year, including shares issuable without additional consideration. Income per share, assuming dilution, is calculated by dividing net income by the weighted average number of shares outstanding during the year adjusted for the effect of dilutive potential shares calculated using the treasury stock method for options and warrants and the “if converted” method for convertible preferred stock.

The reconciliation of basic and diluted income per share are as follows:

	Three Months Ended		Six Months Ended
	June 30, 2020	June 30, 2019	June 30, 2020	June 30, 2019
Net income:
Net income from operations	$141,625	$17,244	$192,232	$135,770
Preferred stock dividends	(13,163)	(20,636)	(33,538)	(41,272)
Net income (loss) available to common shareholders	128,462	(3,392)	158,694	94,498
Basic income (loss) per share:
Weighted average common shares outstanding used in income (loss) per share	14,542,192	14,271,793	14,542,192	14,007,867
Basic income (loss) per share	0.01	(0.00)	0.01	0.01
Diluted income (loss) per share:
Shares used in diluted income (loss) per share	17,599,562	14,271,793	17,182,766	16,594,615
Diluted income (loss) per share	0.01	(0.00)	0.01	0.01
Computation of shares used in income (loss) per share:
Weighted average shares and share equivalents outstanding – basic	14,542,192	14,271,793	14,542,192	14,007,867
Effect of preferred stock	-	-	-	987,102
Effect of dilutive stock options	2,717,207	-	2,315,321	1,335,155
Effect of dilutive warrants	340,163	-	325,253	264,491
Weighted average shares and share equivalents outstanding – diluted	17,599,562	14,271,793	17,182,766	16,594,615

Schedule of Anti-dilutive Securities Excluded
	Three Months Ended		Six Months Ended
	June 30, 2020	June 30, 2019	June 30, 2020	June 30, 2019
Stock options	269,000	2,332,168	299,000	-
Preferred stock	568,257	987,102	568,257	-
Warrants	-	290,000	-	3,000
Convertible promissory notes	-	-	-	27,888
Total anti-dilutive securities excluded	837,257	3,609,270	867,257	30,888

Anti-dilutive securities consist of stock options, warrants, and convertible promissory notes whose exercise price or conversion price, respectively, was greater than the average market price of the common stock.

9

2.     MANAGEMENT'S PLANS

On August 27, 2014, FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s ability to Continue as a Going Concern, which requires management to assess a company’s ability to continue as a going concern within one year from financial statement issuance and to provide related footnote disclosures in certain circumstances.

The Company has historically experienced significant operating losses with cumulative losses from inception of approximately $10 million. These losses have resulted in a negative working capital position of approximately $429,000 at June 30, 2020, of which approximately $267,000 of the Company’s current liabilities is owed to its officers and directors, and approximately $723,000 of the Company’s current liabilities is deferred revenue. The Company’s officers and directors, who are also major shareholders, have agreed to not seek payment of any of the amounts owed to them if such payment would jeopardize the Company’s ability to continue as a going concern. The deferred revenue represents advance payments for services from the Company’s customers which will be satisfied by its delivery of services in the normal course of business and will not require settlement in cash.

The Company started a number of initiatives in 2017 which included revenue enhancement initiatives, cost saving initiatives and the sale of excess assets. The Company has been successful with its revenue enhancement and cost saving initiatives, and in selling certain excess assets in the third quarter of 2018 and the first quarter of 2019.

As a result of these initiatives, the Company has been able to generate net income and positive net cash flow for each of the past two years. The Company generated positive cash flow from its operating activities of approximately $362,000 and $260,000, for the six months ended June 30, 2020 and 2019, respectively. In addition, the Company was able to generate net income of approximately $192,000 and $136,000, for the six months ended June 30, 2020 and 2019, respectively.

Management expects that the success of its revenue enhancement and cost saving initiatives will provide the Company with sufficient liquidity for it to operate for the next 12 months.

As a result of the revenue enhancement initiatives, the cost saving initiatives and the excess asset sales, the Company has been able to significantly improve its working capital position and alleviate any substantial doubt about the Company’s ability to continue as a going concern as defined by ASU 2014-05. We believe that the actions discussed above mitigate the substantial doubt raised by our prior operating losses and satisfy our estimated liquidity needs 12 months from the issuance of the financial statements. However, we cannot predict, with certainty, the outcome of our actions to generate additional liquidity, including the availability of additional debt financing, or whether such actions would generate the expected liquidity as currently planned. Additionally, a failure to generate additional liquidity could negatively impact our ability to effectively execute our business plan.

3.     STOCK BASED COMPENSATION

The following table summarizes the Company’s employee stock option activity for the six months ended June 30, 2020:

Schedule of Employee Stock Option Activity
	Options	Weighted average exercise price	Weighted average remaining contractual life (yrs)	Aggregate Intrinsic value
Options outstanding, December 31, 2019	2,318,835	$ 0.010	6.42
Options exercisable, December 31, 2019	1,628,165	$ 0.007	6.00	$ 37,682
Options issued during the period	2,036,000	$ 0.015
Options expired during the period	-	-
Options outstanding June 30, 2020	4,354,835	$ 0.012	7.73
Options exercisable June 30, 2020	3,044,835	$ 0.012	7.04	$ 116,599

During the six months ended June 30, 2020, 2,036,000 nonqualified employee stock options were granted with an exercise price of $0.01 per option for 1,108,000 options and $0.02 for 928,000 options. The options were valued using Black-Scholes option pricing

10

model on the respective date of issuance and the fair value of the options was determined to be $29,270 of which $19,614 was recognized as stock-based compensation expense for the six months ended June 30, 2020. 1,108,000 of the stock options will vest one-third on each annual anniversary of the grant date (February 28, 2020) and 928,000 of the stock options vested immediately at the grant date (June 3, 2020).  All will expire ten years from the date of the grant.  

Total stock-based compensation expense for the six months ended June 30, 2020 was $21,484 of which $19,614 was related to options issued during the six months ended June 30, 2020 and $1,870 was related to options issued in prior years. Stock-based compensation is measured at the grant date, based on the calculated fair value of the option, and is recognized as an expense on a straight-line basis over the requisite employee service period (generally the vesting period of the grant).  

The Black-Scholes option pricing model was used with the following weighted-average assumptions for options granted during the six months ended June 30, 2020:

	2020
Risk free interest rate	0.38% - 0.89%
Expected lives (in years)	5
Expected volatility	208% - 236%
Dividend yield	0%

4.     WARRANT ACTIVITY

The following table summarizes the Company’s warrant activity for the six months ended June 30, 2020:

Schedule of Warrant Activity
	Warrants	Weighted average exercise price	Weighted average remaining contractual life (yrs)	Aggregate Intrinsic value
Warrants outstanding December 31, 2019	290,000	$ 0.004	3.41
Warrants exercisable December 31, 2019	290,000	$ 0.004	3.41	$ 7,550
Warrants issued during the period	100,000	$ 0.004
Warrants outstanding June 30, 2020	390,000	$ 0.004	2.40
Warrants exercisable June 30, 2020	390,000	$ 0.004	2.40	$ 17,950

During the six months ended June 30, 2020, 100,000 common stock purchase warrants were granted with an exercise price of $0.004 per warrant. The warrants were valued using the Black-Scholes warrant pricing model on the date of issuance and the fair value of the shares was determined to be $1,958, which was recognized as expense for the six months ended June 30, 2020. These warrants vested immediately upon grant (June 2, 2020) and will expire one year from the date of the grant. There were no warrants exercised during the six months ended June 30, 2020.

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5.     SERIES A CONVERTIBLE PREFERRED STOCK

On March 13, 2020, the Company’s board of directors determined that it was in the best interest of the Company and its shareholders to conserve the Company’s working capital at this time and not make the annual dividend payment for the year ended December 31, 2019, on its Series A convertible preferred stock. The Company has never made an annual dividend payment on its Series A convertible preferred stock. As of June 30, 2020, the aggregate outstanding accumulated arrearages of cumulative dividend was $145,348 or if issued in common shares, 2,906,950 shares.

During June 2020, the Company repurchased 356,797 shares of its Series A convertible preferred stock in return for the issuance of 392,477 shares of its common stock with a fair value of $19,624 and a payment of $178,400. The Company assigned 50,000 shares of the repurchased Series A convertible preferred stock to settle a related party liability of $53,825, and the remaining 306,797 shares were cancelled. Also during June 2020, an additional 65,597 shares of common stock with a fair value of $3,280 were issued and $9,541 was paid to a former preferred shareholder to equitably adjust the repurchase price of the Series A convertible preferred shares at the end of 2019 to those made in the second quarter of 2020. As of June 30, 2020, there were 568,257 shares of Series A convertible preferred stock outstanding.

The amortization of the increasing dividend rate preferred stock discount for the six months ended June 30, 2020 was $3,595.

6.     LEASES

We determine if a contract contains a lease by evaluating the nature and substance of the agreement. The only lease that we have is the real estate lease for our headquarters facility, which was originally executed on December 2, 1999, and which has been extended several times. This lease was renewed for a term of five additional years. We recognize lease expense for this lease on a straight-line basis over the lease term.

We used our incremental borrowing rate (8.5%) in determining the present value of the lease payments over the lease expiration date of December 31, 2024. At June 30, 2020, the remaining future cash payments under our lease total to $685,044.

For the six months ended June 30, 2020, we amortized $50,728 of our operating right-of-use, or ROU, asset and made payments of the associated lease liability for the same amount. At June 30, 2020, an operating ROU asset and liability of $567,605, each, are included on our condensed consolidated balance sheet.  

For the six months ended June 30, 2020, our fixed operating lease cost was $76,116, which is included within operating costs and expenses in our condensed consolidated statement of operations. For the six months ended June 30, 2019, our fixed operating lease cost was $119,045.

Future minimum lease payments under non-cancellable operating lease as of June 30, 2020, were as follows:

Year ending December 31,
2020 (six months remaining)	$76,116
2021	152,232
2022	152,232
2023	152,232
2024	152,232
Total future minimum lease payments	685,044
Present value of discount	(117,439)
Current portion lease liability	(108,135)
Long-term lease liability	$459,470

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Item 2.     Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion is qualified in its entirety by the more detailed information in our 2019 Annual Report on Form 10-K and the financial statements contained therein, including the notes thereto, and our other periodic reports filed with the Securities and Exchange Commission since December 31, 2019 (collectively referred to as the “Disclosure Documents”). Certain forward-looking statements contained in this Report and in the Disclosure Documents regarding our business and prospects are based upon numerous assumptions about future conditions which may ultimately prove to be inaccurate and actual events and results may materially differ from anticipated results described in such statements. Our ability to achieve these results is subject to certain risks and uncertainties, including those inherent risks and uncertainties generally in the Internet service provider and group message delivery industries, the impact of competition and pricing, changing market conditions, and other risks. Any forward-looking statements contained in this Report represent our judgment as of the date of this Report. We disclaim, however, any intent or obligation to update these forward-looking statements. As a result, the reader is cautioned not to place undue reliance on these forward-looking statements.

Overview

We are an integrated communications provider. Through our subsidiaries, we provide high quality, reliable and scalable Internet access, web hosting, equipment colocation, customized live help desk outsourcing services, group text and voice message delivery services, as well as advanced voice and data solutions.

References to us in this Report include our subsidiaries: FullNet, Inc. (“FullNet”), FullTel, Inc. (“FullTel”), FullWeb, Inc. (“FullWeb”), and CallMultiplier, Inc. (“CallMultiplier”). Our principal executive offices are located at 201 Robert S. Kerr Avenue, Suite 210, Oklahoma City, Oklahoma 73102, and our telephone number is (405) 236-8200. We also maintain Internet sites on the World Wide Web (“WWW”) at www.fullnet.net, www.fulltel.com and www.callmultiplier.com. Information contained on our Web sites is not, and should not be deemed to be, a part of this Report.

COVID-19 Pandemic

The global outbreak of the coronavirus disease (COVID-19), which the World Health Organization has characterized as a “pandemic”, has resulted in a crisis affecting economies and financial markets worldwide. The pandemic, and its attendant economic damage, could adversely affect our business, results of operations and financial condition. The ultimate extent of its impact on us will depend on future developments, which are highly uncertain and cannot be predicted, including the duration and severity of the pandemic and actions taken to contain or prevent its further spread, among others. These and other potential impacts of COVID-19 could therefore materially and adversely affect our business, financial condition and results of operations.

Company History

We were founded in 1995 as CEN-COM of Oklahoma, Inc., an Oklahoma corporation, to bring dial-up Internet access and education to rural locations in Oklahoma that did not have dial-up Internet access. We changed our name to FullNet Communications, Inc. in December 1995. Today we are an integrated communications provider.

We market our carrier neutral colocation solutions in our data center to competitive local exchange carriers, Internet service providers and web-hosting companies. Our colocation facility is carrier neutral, allowing customers to choose among competitive offerings rather than being restricted to one carrier. Our data center is Telco-grade and provides customers a high level of operative reliability and security. We offer flexible space arrangements for customers and 24-hour onsite support with both battery and generator backup.

Through CallMultiplier, our wholly owned subsidiary, we offer a comprehensive cloud-based solution to consumers and businesses for automated group voice and text message delivery.

Our common stock trades on the OTC “Pink Sheets” under the symbol FULO. While our common stock trades on the OTC “Pink Sheets”, it is very thinly traded, and there can be no assurance that our shareholders will be able to sell their shares should they so desire. Any market for the common stock that may develop, in all likelihood, will be a limited one, and if such a market does develop, the market price may be volatile.

Results of Operations

The following table sets forth certain statement of operations data as a percentage of revenues for the three and six months

13

ended June 30, 2020 and 2019:

	Three Months Ended				Six Months Ended
	June 30, 2020		June 30, 2019		June 30, 2020		June 30, 2019
	Amount	Percent	Amount	Percent	Amount	Percent	Amount	Percent
Revenue:
Total revenue	$888,435	100.0	$557,981	100.0	$1,602,782	100.0	$1,157,812	100.0
Cost of revenue	133,524	15.0	80,404	14.4	242,195	15.1	157,198	13.6
Selling, general and administrative expenses	611,194	68.8	459,147	82.3	1,165,856	72.7	949,159	82.0
Depreciation and amortization	2,209	0.2	4,100	0.7	4,399	0.3	8,280	0.7
Total operating costs and expenses	746,927	84.0	543,651	97.4	1,412,450	88.1	1,114,637	96.3
Income from operations	141,508	16.0	14,330	2.6	190,332	11.9	43,175	3.7
Other income	117	0.0	2,914	0.5	1,900	0.1	92,872	8.0
Interest expense	-	-	-	-	-	-	(277)	(0.0)
Net income	141,625	16.0	17,244	3.1	192,232	12.0	135,770	11.7
Preferred stock dividends	(13,163)	(1.5)	(20,636)	(3.7)	(33,538)	(2.1)	(41,272)	(3.6)
Net income available to common shareholders	$128,462	14.4	$(3,392)	(0.6)	$158,694	9.9	$94,498	8.2

Three Months Ended June 30, 2020 (the “2020 2nd Quarter”) Compared to Three Months Ended June 30, 2019 (the “2019 2nd Quarter”)

Revenues

Total revenue increased $330,454 or 59.2% to $888,435 for the 2020 2nd Quarter from $557,981 for the same period in 2019. This increase was primarily attributable to the net addition of new customers and the sale of additional services to existing customers and reflects an increased interest in the Company’s automated group text and voice message delivery service as a result of the COVIDL-19 pandemic. It is unlikely that this rate of increase will continue once the COVID-19 pandemic subsides.

In the 2020 2nd Quarter, we had interest income of $117. In the 2019 2nd Quarter, we had interest income of $2,914.

Operating Costs and Expenses

Cost of revenue increased $53,120 or 66.1% to $133,524 for the 2020 2nd Quarter from $80,404 for the same period in 2019. This increase was primarily related to servicing new customers added through growth of business. Cost of revenue as a percentage of total revenue increased to 15.0% during the 2020 2nd Quarter, compared to 14.4% during the same period in 2019, as a result of increased utilization of higher cost components of our service offerings combined with price increases from our vendors.

Selling, general and administrative expenses increased $152,047 or 33.1% to $611,194 for the 2020 2nd Quarter compared to $459,147 for the same period in 2019. This increase was primarily related to increases in advertising, employee costs, miscellaneous expense related to the Series A convertible preferred stock repurchase, professional services, bank and credit card fees, and commercial insurance of $93,088, $66,282, $12,227, $10,222, $9,356, and $4,216, respectively, which were offset by decreases in rent and meals expense of $40,456 and $2,475, respectively. Selling, general and administrative expenses as a percentage of total revenues decreased to 68.8% during the 2020 2nd Quarter from 82.3% during the same period in 2019.

Depreciation and amortization expense decreased $1,891 or 46.1% to $2,209 for the 2020 2nd Quarter compared to $4,100 for the same period in 2019. This decrease was related to several assets reaching full depreciation during the 2020 2nd Quarter.

Net Income

14

For the 2020 2nd Quarter, we realized net income of $141,625 compared to net income of $17,244 for the same period in 2019.  The increase was due primarily to a 59.2 % increase in revenue with a 13.4% decrease in operating costs and expenses as a percentage of revenue.

Six Months Ended June 30, 2020 (the “2020 Period”) Compared to Six Months Ended June 30, 2019 (the “2019 Period”)

Revenues

Total revenue increased $444,970 or 38.4% to $1,602,782 for the 2020 Period from $1,157,812 for the same period in 2019. This increase was primarily attributable to the net addition of new customers and the sale of additional services to existing customers and reflects an increased interest in the Company’s automated group text and voice message delivery service as a result of the COVIDL-19 pandemic. It is unlikely that this rate of increase will continue once the COVID-19 pandemic subsides.

In the 2020 Period, we had interest income of $1,900. In the 2019 Period, we had other income of $92,872 made up of $3,906 of interest income, $81,920 from the sale of a block of excess IPv4 numbers, $523 of applied customer deposits, and $6,523 from the recalculation of the long-term asset.

Operating Costs and Expenses

Cost of revenue increased $84,997 or 54.1% to $242,195 for the 2020 Period from $157,198 for the same period in 2019. This increase was primarily related to servicing new customers added through growth of business. Cost of revenue as a percentage of total revenue increased to 15.1% during the 2020 Period, compared to 13.6% during the same period in 2019, as a result of increased utilization of higher cost components of our service offerings combined with price increases from our vendors.

Selling, general and administrative expenses increased $216,697 or 22.8% to $1,165,856 for the 2020 Period compared to $949,159 for the same period in 2019. This increase was primarily related to increases in advertising, employee costs, bank and credit card fees, miscellaneous expense related to the Series A convertible preferred stock repurchase, commercial insurance, and supplies of $180,966, $84,072, $16,139, $12,070, $5,304, and $1,926, respectively, which were offset by decreases in rent, professional services, and repairs and maintenance of $69,187, $9,495, and $5,169, respectively. Selling, general and administrative expenses as a percentage of total revenues decreased to 72.7% during the 2020 Period from 82.0% during the same period in 2019.

Depreciation and amortization expense decreased $3,881 or 46.9% to $4,399 for the 2020 Period compared to $8,280 for the same period in 2019. This decrease was related to several assets reaching full depreciation during the 2020 Period.

Net Income

For the 2020 Period, we realized net income of $192,232 compared to net income of $135,770 for the same period in 2019.  The increase was due primarily to a 38.4 % increase in revenue with an 8.2% decrease in operating costs and expenses as a percentage of revenue.

Liquidity and Capital Resources

As of June 30, 2020, we had $790,858 in cash and $44,767 in other current assets and $1,265,096 in current liabilities. Current liabilities consist primarily of $382,642 in accrued and other liabilities, of which $266,676 is owed to our officers and directors, and $723,359 in deferred revenue. Our officers and directors, who are also major shareholders, have agreed to not seek payment of any of the amounts owed to them if such payment would jeopardize our ability to continue as a going concern. The deferred revenue represents advance payments for services from our customers which will be satisfied by our delivery of services in the normal course of business and will not require settlement in cash.

At June 30, 2020 and December 31, 2019, we had working capital deficits of $429,471 and $506,140, respectively. We do not have a line of credit or credit facility to serve as an additional source of liquidity. Historically we have relied on shareholder loans if additional funds were needed. We believe that our current cash balance is sufficient for our current needs and do not anticipate drawing additional funds from borrowings.

As of June 30, 2020, $45,768 of the $50,960 we owed to our trade creditors was past due. We have no formal agreements regarding payment of these amounts.

Cash flow for the six-month period ended June 30, 2020 and 2019 consist of the following:

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	For the Six-Month Period Ended June 30,
	2020	2019
Net cash flows provided by operating activities	$ 362,300	$ 260,487
Net cash flows used in investing activities	(5,047)	-
Net cash flows used in financing activities	(178,400)	(25,872)

Cash used for the purchase of property and equipment was $5,047 in the six months ended June 30, 2020. No property or equipment were purchased in the six months ended June 30, 2019.  

No intangible assets were purchased in the six months ended June 31, 2020 and 2019.  

Cash used for the payoff of the note payable in the six months ended June 30, 2019 was $27,888.

During June, 2020, the Company repurchased 356,797 shares of its Series A convertible preferred stock in return for the issuance of 392,477 shares of its common stock and a payment of $178,400.  The Company assigned 50,000 shares of the repurchased preferred stock to settle a related party liability of $53,825.

The planned expansion of our business will require significant capital to fund capital expenditures and working capital needs. Our principal capital expenditure requirements will include:

• mergers and acquisitions and

• further development of operations support systems and other automated back office systems

Because our cost of developing new networks and services, funding other strategic initiatives, and operating our business depend on a variety of factors (including, among other things, the number of customers and the service for which they subscribe, the nature and penetration of services that may be offered by us, regulatory changes, and actions taken by competitors in response to our strategic initiatives), it is almost certain that actual costs and revenues will materially vary from expected amounts and these variations are likely to increase our future capital requirements.

Our ability to fund the capital expenditures and other costs contemplated by our business plan in the near term will depend upon, among other things, primarily our ability to generate consistent net income and positive cash flow from operations. Capital will be needed to implement our business plan, expand our operations and obtain and retain a significant number of customers in our target markets. Each of these factors is, to a large extent, subject to economic, financial, competitive, political, regulatory, and other factors, many of which are beyond our control.

There is no assurance that we will be successful in maintaining a level of cash flows from operations sufficient to permit payment of our liabilities and execution of our business plan. If we are unable to generate sufficient cash flows from operations, we will be required to modify or abandon our growth plans, limit our capital expenditures, restructure or refinance our liabilities or seek additional capital or liquidate our assets. There is no assurance that (i) any of these strategies could be effectuated on satisfactory terms, if at all, or on a timely basis or (ii) any of these strategies will yield sufficient proceeds to adequately fund operations.

On March 13, 2020, the Company’s board of directors made the determination that it was in the best interest of the Company and its shareholders to conserve our working capital at this time and not make the annual dividend payment for the year ended December 31, 2019. We have never made an annual dividend payment on our Series A convertible preferred stock. 

Financing Activities

During June 2020, the Company repurchased 356,797 shares of its Series A convertible preferred stock in return for the issuance of 392,477 shares of its common stock and a payment of $178,400. The Company assigned 50,000 shares of the repurchased preferred stock to settle a related party liability of $53,825, and the remaining 306,797 shares were cancelled. Also during June 2020, an additional 65,597 shares of common stock were issued and $9,541 was paid to a former preferred shareholder to equitably adjust the repurchase price of the Series A convertible preferred shares at the end of 2019 to those made in the second quarter of 2020.

We had a secured convertible promissory note from a shareholder which required monthly installments of $600, including principal and interest. This note was secured by certain equipment. The outstanding balance of $27,888 was paid in full on February 26, 2019.

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Critical Accounting Policies and Estimates

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect certain reported amounts and disclosures. In applying these accounting principles, we must often make individual estimates and assumptions regarding expected outcomes or uncertainties. As might be expected, the actual results or outcomes are generally different than the estimated or assumed amounts. These differences are usually minor and are included in our consolidated financial statements as soon as they are known. Our estimates, judgments and assumptions are continually evaluated based on available information and experience. Because of the use of estimates inherent in the financial reporting process, actual results could differ from those estimates.

We periodically review the carrying value of our intangible assets when events and circumstances warrant such a review. One of the methods used for this review is performed using estimates of future cash flows. If the carrying value of our intangible assets is considered impaired, an impairment charge is recorded for the amount by which the carrying value of the intangible assets exceeds its fair value. We believe that the estimates of future cash flows and fair value are reasonable. Changes in estimates of these cash flows and fair value, however, could affect the calculation and result in additional impairment charges in future periods.

We periodically review the carrying value of our property and equipment whenever business conditions or events indicate that those assets may be impaired. If the estimated future undiscounted cash flows to be generated by the property and equipment are less than the carrying value of the assets, the assets are written down to fair market value and a charge is recorded to current operations. Significant and unanticipated changes in circumstances, including significant adverse changes in business climate, adverse actions by regulators, unanticipated competition, loss of key customers and/or changes in technology or markets, could require a provision for impairment in a future period.

We review loss contingencies and evaluate the events and circumstances related to these contingencies. We disclose material loss contingencies that are possible or probable, but cannot be estimated. For loss contingencies that are both estimable and probable the loss contingency is accrued, and expense is recognized in the financial statements.

Access service revenues are recognized on a monthly basis over the life of each contract as services are provided. Contract periods range from monthly to yearly. Carrier-neutral telecommunications colocation revenues, and advanced voice and data services are recognized on a monthly basis over the life of the contract as services are provided. Revenue that is received in advance of the services provided is deferred until the services are provided by us. Revenue related to set up charges is also deferred and amortized over the life of the contract.

17

Item 3.     Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, we are not required and have not elected to report any information under this item.

Item 4.     Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act that are designed to ensure that information required to be disclosed in our reports filed or submitted to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms, and that information is accumulated and communicated to our management, including our principal executive and financial officer as appropriate, to allow timely decisions regarding required disclosures.

Our principal executive officer, who is also our principal financial officer, evaluated the effectiveness of disclosure controls and procedures as of June 30, 2020 pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our CEO/CFO concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our CEO/CFO, as appropriate, to allow timely decisions regarding required disclosure.

A system of controls, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Changes in Internal Control over Financial Reporting

No change in our system of internal control over financial reporting occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1.  Legal Proceedings

We are not a party to any material legal proceedings.

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds

In February 2020, we granted 1,108,000 employee stock options, the disclosure of which was reported in a Form 8-K dated February 28, 2020, and filed with the SEC.

On June 2, 2020, we granted 100,000 common stock purchase warrants (the “Warrants”) with an expiration date of June 2, 2021, and an exercise price of $.004 per share.

On June 3, 2020, we granted 928,000 employee stock options, the disclosure of which was reported in a Form 8-K dated June 5, 2020, and filed with the SEC.

On June 26, 2020, the Company repurchased 356,797 shares of its Series A convertible preferred stock in return for the issuance of 392,477 shares of its common stock and a payment of $178,400. The Company assigned 50,000 shares of the repurchased preferred stock to settle a related party liability of $53,825, and the remaining 306,797 shares were cancelled. Also during June 2020, an additional 65,597 shares of common stock were issued and $9,541 was paid to a former preferred shareholder to equitably adjust the repurchase price of the Series A convertible preferred shares at the end of 2019 to those made in the second quarter of 2020.

Item 5.     Other Information

During the six months ended June 30, 2020, all events reportable on Form 8-K were reported.

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Item 6.     Exhibits

(a) The following exhibits are either filed as part of or are incorporated by reference in this Report:

Exhibit
Number			Exhibit
	4.4		Certificate of Designations, Preferences, and Rights of Series A Convertible Preferred Stock of FullNet Communications, Inc.		1
	10.23		IPv4 Numbers Purchase Agreement executed February 4, 2019, by and between FullNet Communications, Inc. and Paycom Payroll, LLC.		2
	10.24		Lease Agreements between the Company and BOKP Tower, LLC, dated November 22, 2019		3
	31.1		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	**
1		Incorporated by reference to Exhibit 4.18 to the Form 8-K filed June 7, 2013
2		Incorporated by reference to Exhibit 10.23 to the Form 10-K filed April 1, 2019
3		Incorporated by reference to Exhibit 10.24 to the Form 10-K filed April 10, 2020
*		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.

19

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: August 14, 2020	By:	/s/ ROGER P. BARESEL
		Roger P. Baresel
		Chief Executive Officer and Chief Financial Officer

20

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Roger P. Baresel, certify that:

1.	I have reviewed this quarterly report on Form 10-Q for the period ended June 30, 2020, of FullNet Communications, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 14, 2020			/s/ Roger P. Baresel,
			Chief Executive Officer and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. §1350 (as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002), I, the undersigned Chief Executive and Chief Financial and Accounting Officer of FullNet Communications, Inc. (the “Company”), hereby certify that, to the best of my knowledge, the Quarterly Report on Form 10-Q of the Company for the period ended June 30, 2020 (the “Report”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 14, 2020	/s/ Roger P. Baresel,
	Chief Executive Officer and Chief Financial Officer

XML

Document and Entity Information - $ / shares		6 Months Ended
	May 15, 2020	Jun. 30, 2020
Details
Registrant CIK		0001092570
Fiscal Year End		--12-31
Document Type		10-Q
Document Quarterly Report		true
Document Period End Date		Jun. 30, 2020
Document Transition Report		false
Entity File Number		000-27031
Entity Registrant Name		FULLNET COMMUNICATIONS INC.
Entity Incorporation, State or Country Code		OK
Entity Tax Identification Number		73-1473361
Entity Address, Address Line One		201 Robert S. Kerr Avenue, Suite 210
Entity Address, City or Town		Oklahoma City
Entity Address, State or Province		OK
Entity Address, Postal Zip Code		73102
City Area Code		405
Local Phone Number		236-8200
Entity Current Reporting Status		Yes
Entity Interactive Data Current		Yes
Entity Filer Category		Non-accelerated Filer
Entity Small Business		true
Entity Emerging Growth Company		false
Entity Shell Company		false
Entity Common Stock, Shares Outstanding	14,997,749
Entity Listing, Par Value Per Share	$ 0.00001
Amendment Flag		false
Document Fiscal Year Focus		2020
Document Fiscal Period Focus		Q2

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (June 30, 2020 Unaudited) - USD ($)	Jun. 30, 2020	Dec. 31, 2019
CURRENT ASSETS
Cash and cash equivalents	$ 790,858	$ 612,005
Accounts receivable, net	5,600	943
Prepaid expenses and other current assets	39,167	19,986
Total current assets	835,625	632,934
PROPERTY AND EQUIPMENT, net	58,399	57,751
OTHER ASSETS AND INTANGIBLE ASSETS	30,828	18,250
RIGHT OF USE LEASED ASSET	567,605	618,333
TOTAL ASSETS	1,492,457	1,327,268
CURRENT LIABILITIES
Accounts payable	50,960	50,786
Accrued and other liabilities	382,642	475,776
Operating lease liability - current portion	108,135	103,651
Deferred revenue	723,359	508,861
Total current liabilities	1,265,096	1,139,074
OPERATING LEASE LIABILITY - net of current portion	459,470	514,682
Total liabilities	1,724,566	1,653,756
SHAREHOLDERS' DEFICIT
Preferred Stock, Value	349,910	554,516
Common Stock, Value	150	145
Additional paid-in capital	9,046,267	8,939,519
Accumulated deficit	(9,628,436)	(9,820,668)
Total shareholders' deficit	(232,109)	(326,488)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	$ 1,492,457	$ 1,327,268

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (June 30, 2020 Unaudited) - Parenthetical - $ / shares	Jun. 30, 2020	Dec. 31, 2019
Details
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Preferred Stock, Shares Issued	568,257	875,054
Preferred Stock, Shares Outstanding	568,257	875,054
Common Stock, Par or Stated Value Per Share	$ 0.00001	$ 0.00001
Common Stock, Shares Authorized	40,000,000	40,000,000
Common Stock, Shares, Issued	14,539,675	14,539,675
Common Stock, Shares, Outstanding	14,539,675	14,539,675

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
REVENUES
Total revenue	$ 888,435	$ 557,981	$ 1,602,782	$ 1,157,812
OPERATING COSTS AND EXPENSES
Cost of revenue	133,524	80,404	242,195	157,198
Selling, general and administrative expenses	611,194	459,147	1,165,856	949,159
Depreciation and amortization	2,209	4,100	4,399	8,280
Total operating costs and expenses	746,927	543,651	1,412,450	1,114,637
INCOME FROM OPERATIONS	141,508	14,330	190,332	43,175
OTHER INCOME	117	2,914	1,900	92,872
INTEREST EXPENSE	0	0	0	(277)
Net Income (Loss) Attributable to Parent	141,625	17,244	192,232	135,770
Preferred stock dividends	(13,163)	(20,636)	(33,538)	(41,272)
Net income (loss) available to common shareholders	$ 128,462	$ (3,392)	$ 158,694	$ 94,498
Earnings Per Share
Basic and diluted	$ 0.01	$ (0.00)	$ 0.01	$ 0.01
Weighted Average Number of Shares Outstanding, Basic	14,542,192	14,271,793	14,542,192	14,007,867
Weighted Average Number of Shares Outstanding, Diluted	17,599,562	14,271,793	17,182,766	16,594,615

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CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT (UNAUDITED) - USD ($)	Common Stock	Preferred Stock	Additional Paid In Capital	Accumulated Deficit	Total
Equity Balance, Starting at Dec. 31, 2018	$ 136	$ 638,849	$ 8,765,712	$ (10,137,958)	$ (733,261)
Shares Outstanding, Starting at Dec. 31, 2018	13,621,009	987,102
Shares Granted, Value, Share-based Payment Arrangement, after Forfeiture	$ 0	$ 0	19,986	0	19,986
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures	0	0
Amortization of increasing dividend rate preferred stock discount	$ 0	$ 6,724	(6,724)	0	0
Net Income (Loss)	0	0	0	135,770	135,770
Equity Balance, Ending at Jun. 30, 2019	$ 145	$ 645,573	8,797,779	(10,002,188)	(558,691)
Shares Outstanding, Ending at Jun. 30, 2019	14,539,675	987,102
Stock Issued During Period, Value, Stock Options Exercised	$ 0	$ 0	116	0	116
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	38,666	0
Exercise of options by reducing deferred compensation payable, Value	$ 5	$ 0	1,435	0	1,440
Exercise of options by reducing deferred compensation payable, Shares	480,000	0
Warrants issued, amount	$ 0	$ 0	15,358	0	15,358
Warrants issued, shares	0	0
Warrants exercised, amount	$ 4	$ 0	1,896	0	1,900
Warrants exercised, shares	400,000	0
Equity Balance, Starting at Mar. 31, 2019	$ 140	$ 642,211	8,797,535	(10,019,432)	(579,546)
Shares Outstanding, Starting at Mar. 31, 2019	14,021,009	987,102
Shares Granted, Value, Share-based Payment Arrangement, after Forfeiture	$ 0	$ 0	2,055	0	2,055
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures	0	0
Amortization of increasing dividend rate preferred stock discount	$ 0	$ 3,362	(3,362)	0	0
Net Income (Loss)	0	0	0	17,244	17,244
Equity Balance, Ending at Jun. 30, 2019	$ 145	$ 645,573	8,797,779	(10,002,188)	(558,691)
Shares Outstanding, Ending at Jun. 30, 2019	14,539,675	987,102
Stock Issued During Period, Value, Stock Options Exercised	$ 0	$ 0	116	0	116
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	38,666	0
Exercise of options by reducing deferred compensation payable, Value	$ 5	$ 0	1,435	0	1,440
Exercise of options by reducing deferred compensation payable, Shares	480,000	0
Equity Balance, Starting at Dec. 31, 2019	$ 145	$ 554,516	8,939,519	(9,820,668)	(326,488)
Shares Outstanding, Starting at Dec. 31, 2019	14,539,675	875,054
Shares Granted, Value, Share-based Payment Arrangement, after Forfeiture	$ 0	$ 0	23,442	0	23,442
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures	0	0
Common stock issued for repurchase of preferred stock, Value	$ 5	$ 0	22,899	0	22,904
Common stock issued for repurchase of preferred stock, Shares	458,074	0
Preferred stock repurchased, Value	$ 0	$ (235,951)	37,927	0	(198,024)
Preferred stock repurchased, Shares	0	(356,797)
Repurchased preferred stock assigned to settle related party liability, Value	$ 0	$ 27,750	26,075	0	53,825
Repurchased preferred stock assigned to settle related party liability, Shares	0	50,000
Amortization of increasing dividend rate preferred stock discount	$ 0	$ 3,595	(3,595)	0	0
Net Income (Loss)	0	0	0	192,232	192,232
Equity Balance, Ending at Jun. 30, 2020	$ 150	$ 349,910	9,046,267	(9,628,436)	(232,109)
Shares Outstanding, Ending at Jun. 30, 2020	14,997,749	568,257
Equity Balance, Starting at Mar. 31, 2020	$ 145	$ 557,390	8,937,876	(9,770,061)	(274,650)
Shares Outstanding, Starting at Mar. 31, 2020	14,539,675	875,054
Shares Granted, Value, Share-based Payment Arrangement, after Forfeiture	$ 0	$ 0	22,211	0	22,211
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures	0	0
Common stock issued for repurchase of preferred stock, Value	$ 5	$ 0	22,899	0	22,904
Common stock issued for repurchase of preferred stock, Shares	458,074	0
Preferred stock repurchased, Value	$ 0	$ (235,951)	37,927	0	(198,024)
Preferred stock repurchased, Shares	0	(356,797)
Repurchased preferred stock assigned to settle related party liability, Value	$ 0	$ 27,750	26,075	0	53,825
Repurchased preferred stock assigned to settle related party liability, Shares	0	50,000
Amortization of increasing dividend rate preferred stock discount	$ 0	$ 721	(721)	0	0
Net Income (Loss)	0	0	0	141,625	141,625
Equity Balance, Ending at Jun. 30, 2020	$ 150	$ 349,910	$ 9,046,267	$ (9,628,436)	$ (232,109)
Shares Outstanding, Ending at Jun. 30, 2020	14,997,749	568,257

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ 192,232	$ 135,770
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	4,399	8,280
Noncash lease expense	50,728	73,267
Stock options and warrants expense	23,442	35,344
Provision for (recovery of) uncollectible accounts receivable	2,523	(1,847)
Common stock issued for prior preferred stock repurchase charged to expense	3,280	0
Net (increase) decrease in
Accounts receivable	(7,179)	6,834
Prepaid expenses and other assets	(31,760)	(14,264)
Accounts payable	174	1,259
Accounts payable - related party	0	(4,000)
Accrued and other liabilities	(39,309)	23,325
Deferred revenue	214,498	61,632
Operating lease obligation	(50,728)	(65,113)
Net cash provided by operating activities	362,300	260,487
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for property and equipment	(5,047)	0
Net cash used in investing activities	(5,047)	0
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on borrowings under notes payable - related party	0	(27,888)
Exercise of options	0	116
Exercise of warrants	0	1,900
Payments for repurchase of preferred stock	(178,400)	0
Net cash used in financing activities	(178,400)	(25,872)
NET INCREASE IN CASH AND CASH EQUIVALENTS	178,853	234,615
Cash and Cash Equivalents, at Carrying Value, Beginning Balance	612,005	246,237
Cash and Cash Equivalents, at Carrying Value, Ending Balance	790,858	480,852
Supplemental Cash Flow Information
Interest Paid, Including Capitalized Interest, Operating and Investing Activities	0	277
Cash Flow, Noncash Investing and Financing Activities Disclosure
Right of use assets and operating lease liabilities recognized	0	1,077,123
Repurchased preferred stock assigned to settle related party liability	53,825	0
Common stock issued in connection with repurchase of preferred stock	19,624	0
Amortization of increasing dividend rate preferred stock discount	3,595	6,724
Exercise of options by reducing deferred compensation payable	$ 0	$ 1,440

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1. UNAUDITED INTERIM FINANCIAL STATEMENTS

6 Months Ended

Jun. 30, 2020

Notes

1. UNAUDITED INTERIM FINANCIAL STATEMENTS

1.     UNAUDITED INTERIM FINANCIAL STATEMENTS

The unaudited condensed consolidated financial statements and related notes of FullNet Communications and its subsidiaries (“we”, “our”, collectively, the “Company”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. The accompanying unaudited condensed consolidated financial statements and related notes should be read in conjunction with the audited consolidated financial statements of the Company and notes thereto for the year ended December 31, 2019.

Certain reclassifications have been made to prior period balances to conform with the presentation for the current period. These reclassifications did not impact the net income for the prior period.

The information furnished reflects, in the opinion of management, all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the results of the interim periods presented. Operating results of the interim period are not necessarily indicative of the amounts that will be reported for the year ended December 31, 2020.

COVID-19 Pandemic

As the global spread of COVID-19 continues, the pandemic has disrupted economies worldwide and its ultimate impacts are uncertain. While the ultimate impacts of COVID-19 cannot be determined, they have had and will continue to have material and adverse economic effects, and the pandemic could materially and adversely affect the Company’s business, financial condition and results of operations.

Recently Adopted Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No. 2018-15, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract”. This guidance aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing costs incurred to develop or obtain internal-use software. The guidance is effective for interim and annual periods beginning after December 15, 2019. The Company adopted this guidance effective January 1, 2020. The adoption of ASU No. 2018-15 did not have a material impact on the Company's consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-04, "Simplifying the Test for Goodwill Impairment", which removes the second step of the goodwill impairment test that requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. This guidance is effective prospectively for interim and annual reporting periods beginning after December 15, 2019. The Company adopted this guidance effective January 1, 2020. The adoption of ASU No. 2017-04 did not have a material impact on the Company’s consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13 (as amended through June 2020), “Financial Instruments—Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments”. ASU No. 2016-13 introduced a new forward-looking approach, based on expected losses, to estimate credit losses on certain types of financial instruments, including trade receivables, contract assets and held-to-maturity debt securities. The Company chose early adoption of this guidance effective January 1, 2020. The adoption of ASU No. 2016-13 did not have a material impact on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2019, the FASB issued ASU No. 2019-12, "Simplifying the Accounting for Income Taxes", which simplifies the accounting for income taxes by removing certain exceptions to the general principles for income taxes. This guidance is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. The Company is evaluating the impact of this guidance on its consolidated financial statements.

Income (Loss) Per Share

Income (loss) per share – basic is calculated by dividing net income (loss) by the weighted average number of shares of stock outstanding during the year, including shares issuable without additional consideration. Income per share, assuming dilution, is calculated by dividing net income by the weighted average number of shares outstanding during the year adjusted for the effect of dilutive potential shares calculated using the treasury stock method for options and warrants and the “if converted” method for convertible preferred stock.

The reconciliation of basic and diluted income per share are as follows:

	Three Months Ended		Six Months Ended
	June 30, 2020	June 30, 2019	June 30, 2020	June 30, 2019
Net income:
Net income from operations	$141,625	$17,244	$192,232	$135,770
Preferred stock dividends	(13,163)	(20,636)	(33,538)	(41,272)
Net income (loss) available to common shareholders	128,462	(3,392)	158,694	94,498
Basic income (loss) per share:
Weighted average common shares outstanding used in income (loss) per share	14,542,192	14,271,793	14,542,192	14,007,867
Basic income (loss) per share	0.01	(0.00)	0.01	0.01
Diluted income (loss) per share:
Shares used in diluted income (loss) per share	17,599,562	14,271,793	17,182,766	16,594,615
Diluted income (loss) per share	0.01	(0.00)	0.01	0.01
Computation of shares used in income (loss) per share:
Weighted average shares and share equivalents outstanding – basic	14,542,192	14,271,793	14,542,192	14,007,867
Effect of preferred stock	-	-	-	987,102
Effect of dilutive stock options	2,717,207	-	2,315,321	1,335,155
Effect of dilutive warrants	340,163	-	325,253	264,491
Weighted average shares and share equivalents outstanding – diluted	17,599,562	14,271,793	17,182,766	16,594,615

Schedule of Anti-dilutive Securities Excluded
	Three Months Ended		Six Months Ended
	June 30, 2020	June 30, 2019	June 30, 2020	June 30, 2019
Stock options	269,000	2,332,168	299,000	-
Preferred stock	568,257	987,102	568,257	-
Warrants	-	290,000	-	3,000
Convertible promissory notes	-	-	-	27,888
Total anti-dilutive securities excluded	837,257	3,609,270	867,257	30,888

Anti-dilutive securities consist of stock options, warrants, and convertible promissory notes whose exercise price or conversion price, respectively, was greater than the average market price of the common stock.

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2. MANAGEMENT'S PLANS

6 Months Ended

Jun. 30, 2020

Notes

2. MANAGEMENT'S PLANS

2.     MANAGEMENT'S PLANS

On August 27, 2014, FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s ability to Continue as a Going Concern, which requires management to assess a company’s ability to continue as a going concern within one year from financial statement issuance and to provide related footnote disclosures in certain circumstances.

The Company has historically experienced significant operating losses with cumulative losses from inception of approximately $10 million. These losses have resulted in a negative working capital position of approximately $429,000 at June 30, 2020, of which approximately $267,000 of the Company’s current liabilities is owed to its officers and directors, and approximately $723,000 of the Company’s current liabilities is deferred revenue. The Company’s officers and directors, who are also major shareholders, have agreed to not seek payment of any of the amounts owed to them if such payment would jeopardize the Company’s ability to continue as a going concern. The deferred revenue represents advance payments for services from the Company’s customers which will be satisfied by its delivery of services in the normal course of business and will not require settlement in cash.

The Company started a number of initiatives in 2017 which included revenue enhancement initiatives, cost saving initiatives and the sale of excess assets. The Company has been successful with its revenue enhancement and cost saving initiatives, and in selling certain excess assets in the third quarter of 2018 and the first quarter of 2019.

As a result of these initiatives, the Company has been able to generate net income and positive net cash flow for each of the past two years. The Company generated positive cash flow from its operating activities of approximately $362,000 and $260,000, for the six months ended June 30, 2020 and 2019, respectively. In addition, the Company was able to generate net income of approximately $192,000 and $136,000, for the six months ended June 30, 2020 and 2019, respectively.

Management expects that the success of its revenue enhancement and cost saving initiatives will provide the Company with sufficient liquidity for it to operate for the next 12 months.

As a result of the revenue enhancement initiatives, the cost saving initiatives and the excess asset sales, the Company has been able to significantly improve its working capital position and alleviate any substantial doubt about the Company’s ability to continue as a going concern as defined by ASU 2014-05. We believe that the actions discussed above mitigate the substantial doubt raised by our prior operating losses and satisfy our estimated liquidity needs 12 months from the issuance of the financial statements. However, we cannot predict, with certainty, the outcome of our actions to generate additional liquidity, including the availability of additional debt financing, or whether such actions would generate the expected liquidity as currently planned. Additionally, a failure to generate additional liquidity could negatively impact our ability to effectively execute our business plan.

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3. STOCK BASED COMPENSATION

6 Months Ended

Jun. 30, 2020

Notes

3. STOCK BASED COMPENSATION

3.     STOCK BASED COMPENSATION

The following table summarizes the Company’s employee stock option activity for the six months ended June 30, 2020:

Schedule of Employee Stock Option Activity
	Options	Weighted average exercise price	Weighted average remaining contractual life (yrs)	Aggregate Intrinsic value
Options outstanding, December 31, 2019	2,318,835	$ 0.010	6.42
Options exercisable, December 31, 2019	1,628,165	$ 0.007	6.00	$ 37,682
Options issued during the period	2,036,000	$ 0.015
Options expired during the period	-	-
Options outstanding June 30, 2020	4,354,835	$ 0.012	7.73
Options exercisable June 30, 2020	3,044,835	$ 0.012	7.04	$ 116,599

During the six months ended June 30, 2020, 2,036,000 nonqualified employee stock options were granted with an exercise price of $0.01 per option for 1,108,000 options and $0.02 for 928,000 options. The options were valued using Black-Scholes option pricing

model on the respective date of issuance and the fair value of the options was determined to be $29,270 of which $19,614 was recognized as stock-based compensation expense for the six months ended June 30, 2020. 1,108,000 of the stock options will vest one-third on each annual anniversary of the grant date (February 28, 2020) and 928,000 of the stock options vested immediately at the grant date (June 3, 2020).  All will expire ten years from the date of the grant.  

Total stock-based compensation expense for the six months ended June 30, 2020 was $21,484 of which $19,614 was related to options issued during the six months ended June 30, 2020 and $1,870 was related to options issued in prior years. Stock-based compensation is measured at the grant date, based on the calculated fair value of the option, and is recognized as an expense on a straight-line basis over the requisite employee service period (generally the vesting period of the grant).  

The Black-Scholes option pricing model was used with the following weighted-average assumptions for options granted during the six months ended June 30, 2020:

	2020
Risk free interest rate	0.38% - 0.89%
Expected lives (in years)	5
Expected volatility	208% - 236%
Dividend yield	0%

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4. WARRANT ACTIVITY

6 Months Ended

Jun. 30, 2020

Notes

4. WARRANT ACTIVITY

4.     WARRANT ACTIVITY

The following table summarizes the Company’s warrant activity for the six months ended June 30, 2020:

Schedule of Warrant Activity
	Warrants	Weighted average exercise price	Weighted average remaining contractual life (yrs)	Aggregate Intrinsic value
Warrants outstanding December 31, 2019	290,000	$ 0.004	3.41
Warrants exercisable December 31, 2019	290,000	$ 0.004	3.41	$ 7,550
Warrants issued during the period	100,000	$ 0.004
Warrants outstanding June 30, 2020	390,000	$ 0.004	2.40
Warrants exercisable June 30, 2020	390,000	$ 0.004	2.40	$ 17,950

During the six months ended June 30, 2020, 100,000 common stock purchase warrants were granted with an exercise price of $0.004 per warrant. The warrants were valued using the Black-Scholes warrant pricing model on the date of issuance and the fair value of the shares was determined to be $1,958, which was recognized as expense for the six months ended June 30, 2020. These warrants vested immediately upon grant (June 2, 2020) and will expire one year from the date of the grant. There were no warrants exercised during the six months ended June 30, 2020.

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5. SERIES A CONVERTIBLE PREFERRED STOCK

6 Months Ended

Jun. 30, 2020

Notes

5. SERIES A CONVERTIBLE PREFERRED STOCK

5.     SERIES A CONVERTIBLE PREFERRED STOCK

On March 13, 2020, the Company’s board of directors determined that it was in the best interest of the Company and its shareholders to conserve the Company’s working capital at this time and not make the annual dividend payment for the year ended December 31, 2019, on its Series A convertible preferred stock. The Company has never made an annual dividend payment on its Series A convertible preferred stock. As of June 30, 2020, the aggregate outstanding accumulated arrearages of cumulative dividend was $145,348 or if issued in common shares, 2,906,950 shares.

During June 2020, the Company repurchased 356,797 shares of its Series A convertible preferred stock in return for the issuance of 392,477 shares of its common stock with a fair value of $19,624 and a payment of $178,400. The Company assigned 50,000 shares of the repurchased Series A convertible preferred stock to settle a related party liability of $53,825, and the remaining 306,797 shares were cancelled. Also during June 2020, an additional 65,597 shares of common stock with a fair value of $3,280 were issued and $9,541 was paid to a former preferred shareholder to equitably adjust the repurchase price of the Series A convertible preferred shares at the end of 2019 to those made in the second quarter of 2020. As of June 30, 2020, there were 568,257 shares of Series A convertible preferred stock outstanding.

The amortization of the increasing dividend rate preferred stock discount for the six months ended June 30, 2020 was $3,595.

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6. LEASES

6 Months Ended

Jun. 30, 2020

Notes

6. LEASES

6.     LEASES

We determine if a contract contains a lease by evaluating the nature and substance of the agreement. The only lease that we have is the real estate lease for our headquarters facility, which was originally executed on December 2, 1999, and which has been extended several times. This lease was renewed for a term of five additional years. We recognize lease expense for this lease on a straight-line basis over the lease term.

We used our incremental borrowing rate (8.5%) in determining the present value of the lease payments over the lease expiration date of December 31, 2024. At June 30, 2020, the remaining future cash payments under our lease total to $685,044.

For the six months ended June 30, 2020, we amortized $50,728 of our operating right-of-use, or ROU, asset and made payments of the associated lease liability for the same amount. At June 30, 2020, an operating ROU asset and liability of $567,605, each, are included on our condensed consolidated balance sheet.  

For the six months ended June 30, 2020, our fixed operating lease cost was $76,116, which is included within operating costs and expenses in our condensed consolidated statement of operations. For the six months ended June 30, 2019, our fixed operating lease cost was $119,045.

Future minimum lease payments under non-cancellable operating lease as of June 30, 2020, were as follows:

Year ending December 31,
2020 (six months remaining)	$76,116
2021	152,232
2022	152,232
2023	152,232
2024	152,232
Total future minimum lease payments	685,044
Present value of discount	(117,439)
Current portion lease liability	(108,135)
Long-term lease liability	$459,470

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1. UNAUDITED INTERIM FINANCIAL STATEMENTS: Recently Adopted Accounting Pronouncements (Policies)

6 Months Ended

Jun. 30, 2020

Policies

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No. 2018-15, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract”. This guidance aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing costs incurred to develop or obtain internal-use software. The guidance is effective for interim and annual periods beginning after December 15, 2019. The Company adopted this guidance effective January 1, 2020. The adoption of ASU No. 2018-15 did not have a material impact on the Company's consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-04, "Simplifying the Test for Goodwill Impairment", which removes the second step of the goodwill impairment test that requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. This guidance is effective prospectively for interim and annual reporting periods beginning after December 15, 2019. The Company adopted this guidance effective January 1, 2020. The adoption of ASU No. 2017-04 did not have a material impact on the Company’s consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13 (as amended through June 2020), “Financial Instruments—Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments”. ASU No. 2016-13 introduced a new forward-looking approach, based on expected losses, to estimate credit losses on certain types of financial instruments, including trade receivables, contract assets and held-to-maturity debt securities. The Company chose early adoption of this guidance effective January 1, 2020. The adoption of ASU No. 2016-13 did not have a material impact on the Company’s consolidated financial statements.

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1. UNAUDITED INTERIM FINANCIAL STATEMENTS: Recently Issued Accounting Pronouncements Not Yet Adopted (Policies)

6 Months Ended

Jun. 30, 2020

Policies

Recently Issued Accounting Pronouncements Not Yet Adopted

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2019, the FASB issued ASU No. 2019-12, "Simplifying the Accounting for Income Taxes", which simplifies the accounting for income taxes by removing certain exceptions to the general principles for income taxes. This guidance is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. The Company is evaluating the impact of this guidance on its consolidated financial statements.

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1. UNAUDITED INTERIM FINANCIAL STATEMENTS: Income (Loss) Per Share (Policies)

6 Months Ended

Jun. 30, 2020

Policies

Income (Loss) Per Share

Income (Loss) Per Share

Income (loss) per share – basic is calculated by dividing net income (loss) by the weighted average number of shares of stock outstanding during the year, including shares issuable without additional consideration. Income per share, assuming dilution, is calculated by dividing net income by the weighted average number of shares outstanding during the year adjusted for the effect of dilutive potential shares calculated using the treasury stock method for options and warrants and the “if converted” method for convertible preferred stock.

The reconciliation of basic and diluted income per share are as follows:

	Three Months Ended		Six Months Ended
	June 30, 2020	June 30, 2019	June 30, 2020	June 30, 2019
Net income:
Net income from operations	$141,625	$17,244	$192,232	$135,770
Preferred stock dividends	(13,163)	(20,636)	(33,538)	(41,272)
Net income (loss) available to common shareholders	128,462	(3,392)	158,694	94,498
Basic income (loss) per share:
Weighted average common shares outstanding used in income (loss) per share	14,542,192	14,271,793	14,542,192	14,007,867
Basic income (loss) per share	0.01	(0.00)	0.01	0.01
Diluted income (loss) per share:
Shares used in diluted income (loss) per share	17,599,562	14,271,793	17,182,766	16,594,615
Diluted income (loss) per share	0.01	(0.00)	0.01	0.01
Computation of shares used in income (loss) per share:
Weighted average shares and share equivalents outstanding – basic	14,542,192	14,271,793	14,542,192	14,007,867
Effect of preferred stock	-	-	-	987,102
Effect of dilutive stock options	2,717,207	-	2,315,321	1,335,155
Effect of dilutive warrants	340,163	-	325,253	264,491
Weighted average shares and share equivalents outstanding – diluted	17,599,562	14,271,793	17,182,766	16,594,615

Schedule of Anti-dilutive Securities Excluded
	Three Months Ended		Six Months Ended
	June 30, 2020	June 30, 2019	June 30, 2020	June 30, 2019
Stock options	269,000	2,332,168	299,000	-
Preferred stock	568,257	987,102	568,257	-
Warrants	-	290,000	-	3,000
Convertible promissory notes	-	-	-	27,888
Total anti-dilutive securities excluded	837,257	3,609,270	867,257	30,888

Anti-dilutive securities consist of stock options, warrants, and convertible promissory notes whose exercise price or conversion price, respectively, was greater than the average market price of the common stock.

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1. UNAUDITED INTERIM FINANCIAL STATEMENTS: COVID-19 Pandemic (Tables)

6 Months Ended

Jun. 30, 2020

Tables/Schedules

COVID-19 Pandemic

COVID-19 Pandemic

As the global spread of COVID-19 continues, the pandemic has disrupted economies worldwide and its ultimate impacts are uncertain. While the ultimate impacts of COVID-19 cannot be determined, they have had and will continue to have material and adverse economic effects, and the pandemic could materially and adversely affect the Company’s business, financial condition and results of operations.

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1. UNAUDITED INTERIM FINANCIAL STATEMENTS: Income (Loss) Per Share: Schedule of Earnings Per Share, Basic and Diluted (Tables)

6 Months Ended

Jun. 30, 2020

Tables/Schedules

Schedule of Earnings Per Share, Basic and Diluted

	Three Months Ended		Six Months Ended
	June 30, 2020	June 30, 2019	June 30, 2020	June 30, 2019
Net income:
Net income from operations	$141,625	$17,244	$192,232	$135,770
Preferred stock dividends	(13,163)	(20,636)	(33,538)	(41,272)
Net income (loss) available to common shareholders	128,462	(3,392)	158,694	94,498
Basic income (loss) per share:
Weighted average common shares outstanding used in income (loss) per share	14,542,192	14,271,793	14,542,192	14,007,867
Basic income (loss) per share	0.01	(0.00)	0.01	0.01
Diluted income (loss) per share:
Shares used in diluted income (loss) per share	17,599,562	14,271,793	17,182,766	16,594,615
Diluted income (loss) per share	0.01	(0.00)	0.01	0.01
Computation of shares used in income (loss) per share:
Weighted average shares and share equivalents outstanding – basic	14,542,192	14,271,793	14,542,192	14,007,867
Effect of preferred stock	-	-	-	987,102
Effect of dilutive stock options	2,717,207	-	2,315,321	1,335,155
Effect of dilutive warrants	340,163	-	325,253	264,491
Weighted average shares and share equivalents outstanding – diluted	17,599,562	14,271,793	17,182,766	16,594,615

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1. UNAUDITED INTERIM FINANCIAL STATEMENTS: Income (Loss) Per Share: Schedule of Anti-dilutive Securities Excluded (Tables)

6 Months Ended

Jun. 30, 2020

Tables/Schedules

Schedule of Anti-dilutive Securities Excluded

Schedule of Anti-dilutive Securities Excluded
	Three Months Ended		Six Months Ended
	June 30, 2020	June 30, 2019	June 30, 2020	June 30, 2019
Stock options	269,000	2,332,168	299,000	-
Preferred stock	568,257	987,102	568,257	-
Warrants	-	290,000	-	3,000
Convertible promissory notes	-	-	-	27,888
Total anti-dilutive securities excluded	837,257	3,609,270	867,257	30,888

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3. STOCK BASED COMPENSATION: Schedule of Employee Stock Option Activity (Tables)

6 Months Ended

Jun. 30, 2020

Tables/Schedules

Schedule of Employee Stock Option Activity

Schedule of Employee Stock Option Activity
	Options	Weighted average exercise price	Weighted average remaining contractual life (yrs)	Aggregate Intrinsic value
Options outstanding, December 31, 2019	2,318,835	$ 0.010	6.42
Options exercisable, December 31, 2019	1,628,165	$ 0.007	6.00	$ 37,682
Options issued during the period	2,036,000	$ 0.015
Options expired during the period	-	-
Options outstanding June 30, 2020	4,354,835	$ 0.012	7.73
Options exercisable June 30, 2020	3,044,835	$ 0.012	7.04	$ 116,599

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3. STOCK BASED COMPENSATION: Fair Value Assumptions for options granted (Tables)

6 Months Ended

Jun. 30, 2020

Tables/Schedules

Fair Value Assumptions for options granted

	2020
Risk free interest rate	0.38% - 0.89%
Expected lives (in years)	5
Expected volatility	208% - 236%
Dividend yield	0%

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4. WARRANT ACTIVITY: Schedule of Warrant Activity (Tables)

6 Months Ended

Jun. 30, 2020

Tables/Schedules

Schedule of Warrant Activity

Schedule of Warrant Activity
	Warrants	Weighted average exercise price	Weighted average remaining contractual life (yrs)	Aggregate Intrinsic value
Warrants outstanding December 31, 2019	290,000	$ 0.004	3.41
Warrants exercisable December 31, 2019	290,000	$ 0.004	3.41	$ 7,550
Warrants issued during the period	100,000	$ 0.004
Warrants outstanding June 30, 2020	390,000	$ 0.004	2.40
Warrants exercisable June 30, 2020	390,000	$ 0.004	2.40	$ 17,950

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6. LEASES: Schedule of Future Minimum Rental Payments for Operating Leases (Tables)

6 Months Ended

Jun. 30, 2020

Tables/Schedules

Schedule of Future Minimum Rental Payments for Operating Leases

Year ending December 31,
2020 (six months remaining)	$76,116
2021	152,232
2022	152,232
2023	152,232
2024	152,232
Total future minimum lease payments	685,044
Present value of discount	(117,439)
Current portion lease liability	(108,135)
Long-term lease liability	$459,470

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1. UNAUDITED INTERIM FINANCIAL STATEMENTS: Income (Loss) Per Share: Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Net income:
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest	$ 141,625	$ 17,244	$ 192,232	$ 135,770
Preferred stock dividends	(13,163)	(20,636)	(33,538)	(41,272)
Net income (loss) available to common shareholders	$ 128,462	$ (3,392)	$ 158,694	$ 94,498
Basic income (loss) per share:
Weighted average shares and share equivalents outstanding –basic	14,542,192	14,271,793	14,542,192	14,007,867
Basic income (loss) per share	$ 0.01	$ (0.00)	$ 0.01	$ 0.01
Diluted income (loss) per share:
Shares used in diluted income (loss) per share	17,599,562	14,271,793	17,182,766	16,594,615
Diluted income (loss) per share	$ 0.01	$ (0.00)	$ 0.01	$ 0.01
Computation of shares used in income (loss) per share:
Weighted Average Number of Shares Outstanding, Basic	14,542,192	14,271,793	14,542,192	14,007,867
Effect of preferred stock	$ 0	$ 0	$ 0	$ 987,102
Effect of dilutive stock options	2,717,207	0	2,315,321	1,335,155
Effect of dilutive warrants	$ 340,163	$ 0	$ 325,253	$ 264,491
Weighted Average Number of Shares Outstanding, Diluted	17,599,562	14,271,793	17,182,766	16,594,615

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1. UNAUDITED INTERIM FINANCIAL STATEMENTS: Income (Loss) Per Share: Schedule of Anti-dilutive Securities Excluded (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Details
Anti-dilutive Securities Excluded, Stock Options	269,000	2,332,168	299,000	0
Preferred stock	568,257	987,102	568,257	0
Warrants	$ 0	$ 290,000	$ 0	$ 3,000
Anti-dilutive Securities Excluded, Convertible Promissory Notes	0	0	0	27,888
Total anti-dilutive securities excluded	837,257	3,609,270	867,257	30,888

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2. MANAGEMENT'S PLANS (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Details
Net cash provided by operating activities			$ 362,300	$ 260,487
Net Income (Loss) Attributable to Parent	$ 141,625	$ 17,244	$ 192,232	$ 135,770

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3. STOCK BASED COMPENSATION: Schedule of Employee Stock Option Activity (Details) - Employee stock options - USD ($)			6 Months Ended
	Jun. 30, 2020	Dec. 31, 2019	Jun. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance			2,318,835
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance			$ 0.010
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	7 years 8 months 23 days	6 years 5 months 1 day
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number			1,628,165
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price			$ 0.007
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	7 years 14 days	6 years
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value			$ 37,682
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross			2,036,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price			$ 0.015
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period			0
Share-based Compensation Arrangements by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price			$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance	4,354,835	2,318,835	4,354,835
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance	$ 0.012	$ 0.010	$ 0.012
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	3,044,835	1,628,165	3,044,835
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.012	$ 0.007	$ 0.012
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value	$ 116,599	$ 37,682	$ 116,599

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3. STOCK BASED COMPENSATION (Details)	6 Months Ended
	Jun. 30, 2020 USD ($) $ / shares shares
Share-based Payment Arrangement, Expense | $	$ 21,484
Nonqualified employee stock options
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	2,036,000
Non-qualified Options 1
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	1,108,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares	$ 0.01
Non-qualified Options 2
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	928,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares	$ 0.02

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3. STOCK BASED COMPENSATION: Fair Value Assumptions for options granted (Details) - Employee stock options	6 Months Ended
	Jun. 30, 2020
Risk free interest rate	0.0038
Expected lives (in years)	5 years
Expected volatility	2.08
Dividend yield	0

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4. WARRANT ACTIVITY: Schedule of Warrant Activity (Details) - Warrants - USD ($)			6 Months Ended
	Jun. 30, 2020	Dec. 31, 2019	Jun. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance			290,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance			$ 0.004
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	2 years 4 months 24 days	3 years 4 months 28 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number			290,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price			$ 0.004
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	2 years 4 months 24 days	3 years 4 months 28 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value			$ 7,550
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross			100,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price			$ 0.004
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance	390,000	290,000	390,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance	$ 0.004	$ 0.004	$ 0.004
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	390,000	290,000	390,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.004	$ 0.004	$ 0.004
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value	$ 17,950	$ 7,550	$ 17,950

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4. WARRANT ACTIVITY (Details) - Warrant 1	6 Months Ended
	Jun. 30, 2020 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares	100,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ / shares	$ 0.004

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5. SERIES A CONVERTIBLE PREFERRED STOCK (Details)	6 Months Ended
	Jun. 30, 2020 USD ($) shares
Details
Aggregate outstanding accumulated arrearages of cumulative dividend	$ 145,348
Aggregate outstanding accumulated arrearages of cumulative dividend, Shares | shares	2,906,950
Amortization of the increasing dividend rate preferred stock discount	$ 3,595

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6. LEASES (Details) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019
Details
Operating Leases, Future Minimum Payments Due		$ 685,044
Noncash lease expense		50,728	$ 73,267
RIGHT OF USE LEASED ASSET		567,605		$ 618,333
Fixed operating lease cost		$ 76,116
Cash paid for amounts included in the measurement of lease liability	$ 119,045

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6. LEASES: Schedule of Future Minimum Rental Payments for Operating Leases (Details) - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Details
2020 (six months remaining)	$ 76,116
2021	152,232
2022	152,232
2023	152,232
2024	152,232
Total future minimum lease payments	685,044
Present value of discount	(117,439)
Operating lease liability - current portion	(108,135)	$ (103,651)
Long-term lease liability	$ 459,470