UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~May 156, 2024

FULLNET COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (405) 236-8200

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.00001 per share	FULO	OTC Markets Group Pink

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 84.01. ~~Other~~Changes ~~Events~~in Registrant’s Certifying Accountant.

OnDismissal ~~February~~of ~~15,~~BF ~~2024,~~Borgers ~~FullNet~~CPA ~~Communications,~~PC ~~Inc.~~ (~~the~~ “~~Company~~Borgers”) ~~announced~~as ~~that~~Independent ~~its~~Registered ~~Board~~Public ~~of Directors has declared a cash dividend on the Company’s Common Stock.~~Accountant

~~The~~On ~~cash~~May ~~dividend~~3, of2024, ~~$0.0037~~the ~~per~~Securities ~~share~~and isExchange ~~payable~~Commission ~~March~~(the 15“Commission”) entered an order instituting settled administrative and cease-and-desist proceedings against Borgers and its sole audit partner, ~~2024~~Benjamin F. Borgers CPA, topermanently ~~shareholders~~barring ofMr. ~~record~~Borgers atand Borgers (collectively, “BF Borgers”) from appearing or practicing before the ~~close~~Commission as an accountant (the “Order”). As a result of ~~business~~the onOrder, ~~February~~BF 29Borgers may no longer serve as FullNet Communications, ~~2024~~Inc.’s (the “Company”) independent registered public accounting firm, nor can BF Borgers issue any audit reports included in Commission filings, provide consents with respect to audit reports, or review quarterly financial statements filed with the Commission.

AConsidering ~~copy~~the Order, the Board of Directors of the ~~press~~Company ~~release~~on ~~announcing~~May 6, 2024, unanimously approved to dismiss BF Borgers as the Company’s ~~cash~~independent ~~dividend~~registered ispublic ~~attached~~accounting ~~hereto~~firm. BF Borgers was dismissed as ~~Exhibit~~the ~~99.1~~Company’s ~~and~~independent isregistered ~~incorporated~~public byaccounting ~~reference~~firm ~~herein~~on May 6, 2024.

~~Item~~BF ~~9.01~~Borgers’ ~~Financial~~reports ~~Statements~~on the financial statements of the Company as of and ~~Exhibits~~for the fiscal years ended December 31, 2023, and December 31, 2022, did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended December 31, 2023, and December 31, 2022, and through May 6, 2024 (dthe date of BF Borgers’ dismissal), ~~Exhibits~~there were no disagreements with BF Borgers on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to BF Borgers’ satisfaction would have caused it to make reference thereto in connection with its reports on the financial statements for such year. During the fiscal years ended December 31, 2023, and December 31, 2022, and through May 6, 2024, there were no events of the type described in Item 304(a)(1)(v) of Regulation S-K.

~~Exhibit~~In Nothe May 3, 2024 “Staff Statement on the Issuer Disclosure and Reporting Obligations in Light of Rule 102(e) Order Against BF Borgers CPA PC,” the Commission advised registrants that they may indicate in their Commission filing that their prior auditor is no longer permitted to appear or practice before the Commission in lieu of including a letter from BF Borgers stating whether it agrees with our disclosures under Item 304 of Regulation S-K. ~~Description~~ Pursuant to the Order and the staff statement, we are not requesting BF Borgers to furnish the Company with such letter.

99The Company is required to file annual reports that include financial statements audited by, and quarterly financial statements reviewed by, an independent public accountant in accordance with PCAOB standards.1 While ~~Press~~the ~~release~~Company ~~dated~~believes ~~February~~its 15financial statements included in its annual and quarterly reports fairly reflect the financial condition and results of operations as of and for the periods presented, ~~2024~~ because the Order has found that BF Borgers did not audit or review its clients’ annual and quarterly financial statements in accordance with PCAOB standards, the Company’s annual and quarterly reports do not comply with applicable Federal securities laws, and the financial statements included within such reports may not be reliable.

~~Page~~The 2Company is in conversation with several audit firms as part of the 3process of engaging a new independent auditing firm. When a new independent auditing firm is formally chosen, the Company will file a Form 8-K disclosing such appointment. For the lack of a review in accordance with PCAOB standards, the Company will not be able to timely file its Form 10-Q as of and for the period ended March 31, 2024, and the Company is uncertain when it can retain a new independent auditing firm that can complete a review and it can file such report.

~~SIGNATURES~~Page 2 of 3

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~SIGNATURES

~~FULLNET~~Pursuant ~~COMMUNICATIONS~~to the requirements of the Securities Exchange Act of 1934, ~~INC~~the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~By:~~FULLNET ~~/s/~~COMMUNICATIONS, ~~Roger P~~INC. ~~Baresel~~

By: /s/ Roger P. Baresel

Roger ~~Chief~~P. ~~Executive Officer~~ Baresel

~~Dated: February~~ ~~15,~~Chief ~~2024~~Executive Officer

3Dated: May of6, 32024

~~Exhibit~~3 ~~99.1~~of 3

FOR IMMEDIATE RELEASE

FullNet Communications Declares Quarterly Cash Dividend

FullNet Communications’ Board of Directors Approves 12% Increase in Quarterly Cash Dividend Under Its Quarterly Cash Dividend Program.

OKLAHOMA CITY, OK, February 15, 2024 (EIN Presswire) – FullNet Communications, Inc. (“FullNet” or the “Company”) (FULO – OTC Pink Current) announces that its Board of Directors has declared a cash dividend on the Company’s Common Stock.

The cash dividend of $0.0037 per share is payable March 15, 2024, to shareholders of record at the close of business on February 29, 2024.

This is the third year for the Company’s quarterly cash dividend program and includes a 12% increase in the quarterly dividend over the prior year’s regular quarterly cash dividend rate.

“We continue to believe that quarterly cash dividends are the best way to use some of our current excess cash flow and are particularly pleased that our Board of Directors has approved a 12% increase in the quarterly dividend. This demonstrates our ongoing commitment to maximize both shareholder value and return for our shareholders,” stated Jason Ayers, President of FullNet.

About FullNet Communications, Inc.

FullNet is an integrated communications company headquartered in Oklahoma City, that has been providing advanced voice and data solutions since 1995. It provides a wide range of mission critical services to a broad spectrum of customers throughout the world. Its customers range in size from individuals and small neighborhood businesses to international Fortune 500 companies. Its primary services are mass notification services using text messages and automated telephone calls, equipment colocation and related services, and customized live help desk outsourcing service. For more information, visit the Company’s web site at www.fullnet.net.

Certain statements in this release may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Certain, but not necessarily all, of such forward-looking statements can be identified by the use of forward-looking terminology such as “anticipates,” “believes,” “expects,” “may,” “will,” or “should” or other variations thereon, or by discussions of strategies that involve risks and uncertainties. The actual results of the Company or industry results may be materially different from any future results expressed or implied by such forward-looking statements.

Source: FullNet Communications, Inc.

Oklahoma

000-27031

73-1473361

(State or other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

201 Robert S. Kerr Avenue, Suite 210

Oklahoma City, Oklahoma

(Address of Principal Executive Offices)

(Zip Code)

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