UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  FORM 10-KSB/A
                                (AMENDMENT NO. 1)

(Mark One)
[X]              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                     For fiscal year ended December 31, 1999

[ ]               TRANSITION REPORT UNDER 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
  incorporation or organization)                     Identification No.)

                          200 North Harvey, Suite 1704
                          Oklahoma City, Oklahoma 73102
                          -----------------------------
                    (Address of principal executive offices)

                                 (405) 232-0958
                                 --------------
                         (Registrant's telephone number)

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

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

Title of each class                    Name of each exchange on which registered
-------------------                    -----------------------------------------

Common Stock, $0.00001 Par Value                     None

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 [X]  No [ ]

Indicate by check mark if there is no disclosure  contained herein of delinquent
filers in response to Item 405 of Regulation S-B, and will not be contained,  to
the best of the  Registrant's  knowledge,  in  definitive  proxy or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [ ]

The Registrant's revenues for its most recent fiscal year were $1,122,000.

The aggregate market value of the registrant's common stock, $0.00001 par value,
held by  non-affiliates  of the  Registrant as of March 24, 2000 was  $3,339,654
based on the  closing  bid price of $3.00 per share on that date as  reported by
the  OTC  Bulletin  Board.  As of  March  24,  2000,  3,134,578  shares  of  the
registrant's common stock, $0.00001 par value, were outstanding.

Transitional Small Business Disclosure Format (check one):    Yes [ ] No [X]



<PAGE>


                          FULLNET COMMUNICATIONS, INC.
                                  FORM 10-KSB/A
                                (AMENDMENT NO. 1)

                   For the Fiscal Year Ended December 31, 1999

                                TABLE OF CONTENTS

Part III.

Item 9.      Directors, Executive Officers, Promoters and Control Persons;
             Compliance With Section 16(a) of the Exchange Act................ 2
Item 10.     Executive Compensation........................................... 4
Item 11.     Security Ownership of Certain Beneficial Owners and Management... 6
Item 12.     Certain Relationships and Related Transactions................... 6

Signatures   ................................................................. 8

Note: The purpose of this Amendment No. 1 is to include the information required
by Items 9, 10, 11 and 12 of FullNet Communications,  Inc. Annual Report on Form
10-KSB for the year ended December 31, 1999.




                                    PART III.

ITEM 9.  DIRECTORS,  EXECUTIVE  OFFICERS,   PROMOTERS   AND   CONTROL   PERSONS,
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

         The following information is furnished for each person who serves as an
executive officer or director of FullNet  Communications,  Inc. (the "Company").
The Board of Directors  currently consists of two members,  although the Company
intends to  increase  the size of the Board in the near  future.  The  directors
serve one-year terms until their successors are elected.  The executive officers
of the Company are elected  annually by the Board of  Directors.  The  executive
officers serve terms of one year or until their death, resignation or removal by
the Board of  Directors.  There are no family  relationships  between any of the
directors and  executive  officers,  other than between  Timothy J. Kilkenny and
Laura  L.  Kilkenny,  who are  husband  and  wife.  In  addition,  there  was no
arrangement or understanding  between any executive officer and any other person
pursuant to which any person was selected as an executive officer.

          Name              Age                       Position

Timothy J. Kilkenny.......  40   Chairman  of  the Board of Directors, President
                                 and CEO
Laura L. Kilkenny.........  42   Director
Travis Lane...............  30   Vice President and Chief Financial Officer
Wallace L. Walcher........  39   Chief Operating Officer
Roger S. Laubhan..........  48   Vice President and Chief of Network Operations
Jason C. Ayers............  25   Vice President and President of FullWeb, Inc.

                                       2

<PAGE>

         Timothy J. Kilkenny has been  President,  Chief  Executive  Officer and
Chairman of the Board of  Directors  of the Company  since its  inception in May
1995. Prior to this time, he spent 14 years in the financial  planning  business
as a manager for both  MetLife  and  Prudential.  Mr.  Kilkenny is a graduate of
Central Bible College in Springfield, Missouri.

         Laura L. Kilkenny,  D.O.,  has been a director of the Company since May
1995.  Dr.  Kilkenny was Corporate  Secretary from May 1995 until February 2000,
when she  resigned  from that office.  Dr.  Kilkenny  received her  Doctorate of
Osteopathic  Medicine  in May 1997.  Prior to the  commencement  of her  medical
studies in 1990, Dr. Kilkenny worked in banking.

         Travis Lane, CPA, has been Vice President and Chief  Financial  Officer
of the Company since October 1999. Prior to joining the Company, Mr. Lane served
as a certified public  accountant with Deloitte & Touche,  LLP from January 1994
to October 1999,  most recently as an audit  manager.  Throughout his experience
with  Deloitte & Touche,  Mr.  Lane served  clients in a variety of  industries,
including insurance,  wholesale,  retail, manufacturing and government. Mr. Lane
received his BBA in accounting from the University of Oklahoma.

         Wallace L. Walcher,  CPA, has been with the Company since March 2000 as
Chief  Operating  Officer.  Previously,  Mr.  Walcher was  President  and CEO of
Harvest Communications of Enid, Oklahoma, which he founded in December 1995, and
was  purchased  by the Company on  February  29,  2000.  Mr.  Walcher  began his
accounting  career with Price  Waterhouse  attaining  senior audit status before
becoming a controller with InfoView,  Inc., a high-tech startup,  which became a
public  company in 1984.  InfoView  was a  provider  of public  access  videotex
systems,  a precursor of the Internet.  In 1985, he joined  National  Foundation
Life  Insurance  Company  as their  assistant  treasurer.  From  1988  until the
founding of Harvest  Communications,  Mr. Walcher  worked for various  companies
that are now part of CitiGroup.  He holds a Bachelors  degree in accounting from
Oklahoma State University.

         Roger  S.  Laubhan  has  been  Vice  President  and  Chief  of  Network
Operations at the Company since  December  1995, and is a retired Major from the
US Air Force. Mr. Laubhan  designed and installed the Company's  backbone and is
responsible for the design, purchase, configuration and maintenance of the Cisco
equipment used by the Company. He also designed,  purchased, built and installed
the server farm that supports the Company's dial-up clients. Mr. Laubhan has had
formal  training with Cisco,  US Robotics,  3Com Total Control System and has 15
years of experience with personal computers.  He has a BS degree in aeronautical
technology from Oklahoma State University and an MBA from Webster  University of
St. Louis, Illinois.

         Jason C. Ayers has been Vice  President of the Company and President of
Animus,  Inc ("Animus")  since its acquisition by the Company in April 1998. Mr.
Ayers received a BS degree from Southern Nazarene  University in May 1996 with a
triple major in Computer Science,  Math, and Physics. Mr. Ayers was a co-founder
of Animus,  a web  hosting  company.  Under Mr.  Ayers'  supervision,  Animus is
currently  hosting several thousand domains in more than 40 countries.  On April
1, 1998,  Animus was acquired by the Company,  and Mr. Ayers assumed the role of
President of the wholly owned subsidiary which was renamed FullWeb, Inc.

Key Employees

         Dawn  Deckman,  41, has been the  Director of Sales and  Marketing  for
the Company since April 1997.  Ms.  Deckman has been in sales and  management in
the telephony/data/Internet industry for the past five years.

         Michael  D  Tomas,  27,  has been IT  Manager  since  June  1999 and an
employee of the Company since July 1996.  Mr. Tomas  currently is completing his
studies at the  University  of Oklahoma for a degree in  Management  Information
Systems.  Mr.  Tomas has formal  training  with Cisco,  Win 3.1,  Win95/98,  and
Windows NT 4.0 as well as LAN/WAN  setup,  including  experience  with  wireless
networking.

                                       3

<PAGE>

<TABLE>

<CAPTION>

Compliance  with  Section  16(a)  of  the  Exchange  Act,  Beneficial  Ownership
Reporting Requirements

         Section 16(a) of the  Securities  and Exchange Act of 1934, as amended,
requires the Company's  directors and executive officers and any persons who own
more than 10% of a registered class of the Company's  equity  securities to file
with the Securities and Exchange  Commission  ("SEC") and each exchange on which
the Company's  securities are listed reports of ownership and subsequent changes
in  ownership  of common stock and other  securities  of the Company.  Officers,
directors and greater than 10%  stockholders  are required by SEC  regulation to
furnish the Company  with  copies of all  Section  16(a) forms they file.  Based
solely on review of the  copies of such  reports  furnished  to the  Company  or
written  representations  that no  other  reports  were  required,  the  Company
believes  that during 1999 all filing  requirements  applicable to its officers,
directors and greater than 10% beneficial  owners were met,  except for the late
filing of Form 3 for Timothy J. Kilkenny, Laura L. Kilkenny,  Travis Lane, Roger
S. Laubhan and Jason C. Ayers.

ITEM 10. EXECUTIVE COMPENSATION

         The following  table sets forth,  for the last three fiscal years,  the
cash  compensation paid by the Company to the Chief Executive Officer and to the
Vice President and Chief of Network Operations (the "Named Executive Officers").
No other  directors or executive  officers  earned in excess of $100,000  during
fiscal 1999.

                                                                                        Long-Term
                                                                Annual Compensation    Compensation
                                                               ---------------------   -------------
                                                                                       Securities
                                                                                       Underlying
                                                     Fiscal                             Options        All Other
            Name and Principal Position               Year      Salary      Bonus        (#)(1)      Compensation
                                                     ------     -------  -----------   ----------    ------------
<S>                                                  <C>        <C>      <C>           <C>           <C>

Timothy J. Kilkenny                                   1999      $45,900       --        120,000       $11,338 (2)
  President and Chief Executive Officer               1998       31,200       --           --           7,433 (3)
                                                      1997       34,540       --           --           5,574 (4)

Roger S. Laubhan                                      1999       38,576   $77,565(5)       --             --
    Vice President and Chief of Network Operations    1998       36,500       --           --             --
                                                      1997       33,949       --           --             --

</TABLE>

------------------

(1)  Options are granted  with an exercise  price equal to the fair market value
     of the common stock on the date of the grant.
(2)  Represents  $1,214  of  expense  reimbursement  for  business  use  of  Mr.
     Kilkenny's automobile and $10,124 of insurance premiums paid by the Company
     for the benefit of Mr. Kilkenny.
(3)  Represents  $1,875  of  expense  reimbursement  for  business  use  of  Mr.
     Kilkenny's  automobile and $5,558 of insurance premiums paid by the Company
     for the benefit of Mr. Kilkenny.
(4)  Represents  $1,414  of  expense  reimbursement  for  business  use  of  Mr.
     Kilkenny's  automobile and $4,160 of insurance premiums paid by the Company
     for the benefit of Mr. Kilkenny.
(5)  Represents  77,565 shares of common stock with a fair market value of $1.00
     per share on the date of grant were issued as a stock bonus.


                                       4

<PAGE>

Stock Options Granted

         The Company does not have a written stock option plan. However, a total
of 210,000  options were approved by the Board of Directors for grant to certain
employees  during 1999. The following  table shows stock options  granted to the
Named Executive Officers during the year ended December 31, 1999.

                                 OPTION GRANTS DURING LAST FISCAL YEAR

                                             Individual Grants
                        --------------------------------------------------------
                         Number of     % of Total
                         Securities     Options
                         Underlying     Granted to  Exercise or Base
                          Options     Employees in       Price        Expiration
          Name            Granted      Fiscal Year       ($/Sh)          Date
          ----           ----------   ------------      --------        ------

 Timothy J. Kilkenny     120,000 (1)     43.2% (2)        $1.15        10/07/03

 ---------------------

         (1)      Options  were granted  outside of a formal  plan.  The options
                  become exercisable on October 7, 2000 and expire on October 7,
                  2003 and have an exercise price of $1.15 per share,  which was
                  equal to the  estimated  fair  value  per  share  price of the
                  Company's common stock on the grant date.

         (2)      All  options  granted  during  1999  are  nonqualified   stock
                  options.  During 1999,  an  aggregate of 277,634  options were
                  granted outside of a formal plan to employees. Options granted
                  subsequent to February 1999  generally  become  exercisable in
                  part  after one year from the date of  grant.  Options  issued
                  subsequent to February 1999 generally have a term of ten years
                  following  the date of  grant,  unless  sooner  terminated  in
                  accordance with the terms of such plan.

Fiscal Year End Option Values

      The following table sets forth certain information  regarding  outstanding
options granted during 1999 held by the following  Named  Executive  Officers on
December 31, 1999. During 1999, the Named Executive Officer did not exercise any
options,  nor did the Company reprice any outstanding  options. For the purposes
of this table, the "value" of an option is the difference  between the estimated
fair market value at December 31, 1999 of the shares of common stock  subject to
the option and the aggregate exercise price of such option.


                                 Number of               Value of Unexercised
                           Unexercised Options at      In-the-Money Options at
                             December 31, 1999          December 31, 1999 (1)
                        ---------------------------  ---------------------------
           Name         Exercisable   Unexercisable  Exercisable   Unexercisable
           ----         -----------   -------------  -----------   -------------
Timothy J. Kilkenny,
Chairman, President and
Chief Executive Officer        --          120,000        -0-         $222,000

----------------------

(1)  Based on the December 31, 1999 estimated fair value of the Company's common
     stock of $3.00 per share.

Director Compensation

         During the fiscal year ended  December 31, 1999,  the  directors of the
Company did not receive any compensation for serving in such capacities.


                                       5

<PAGE>

<TABLE>

<CAPTION>

Employment Agreements

         The  Company  has no  employment  contracts  with any  Named  Executive
Officer.

Bonus Stock Grant

         Pursuant  to a stock  bonus  granted  in  June  1999  by the  Board  of
Directors,  Mr. Laubhan and Mr. Ayers,  among other key employees,  were granted
77,595 and 25,865 shares of common stock, equal to 3% and 1%,  respectively,  of
the fully diluted common stock outstanding at such date. Such shares were issued
in January 2000.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership

         The  following  table  sets  forth  information  as of March 24,  2000,
concerning  the  beneficial  ownership of Common Stock by each of the  Company's
directors,  each executive officer named in the table under the heading "Item 9.
Directors  and  Executive  Officers,  Promoters  and  Control  Persons"  and all
directors and executive  officers of the Company as a group,  and by each person
who is known by the  Company  to own more than 5% of the  outstanding  shares of
Common Stock. Unless otherwise  indicated,  the beneficial owner has sole voting
and investment power with respect to such stock.

                                                                    Common Stock
                                                              -----------------------
                                                              Number of    Percent of
Beneficial Owner                                               Shares        Class(1)
----------------                                              ---------    ----------
<S>                                                           <C>          <C>
Timothy J. Kilkenny*(2) (3)                                   1,380,000        44.03%
Laura L. Kilkenny* (2) (3)                                    1,380,000        44.03%
Wallace L. Walcher(2)(4)                                        547,500        17.47%
Kathryn Walcher(2)(4)                                           547,500        17.47%
Roger S. Laubhan (2)                                             77,595         2.48%
Jason C. Ayers (2)                                               25,865          .83%
Travis Lane (2)(5)                                                  400          .01%
                                                              ---------    ----------
All executive officers and directors as a group (6 persons)   2,031,360        64.80%
                                                              ---------    ----------

</TABLE>

--------------------------

*    Director
(1)  Percent of class for any stockholder listed is calculated without regard to
     shares of common  stock  issuable  to others upon  exercise of  outstanding
     stock  options.  Any  shares a  stockholder  is deemed to own by having the
     right to acquire by exercise of an option or warrant are  considered  to be
     outstanding  solely  for the  purpose  of  calculating  that  stockholder's
     ownership percentage. The Company computed the percentage ownership amounts
     in accordance  with the  provisions  of Rule  13d-3(d),  which  includes as
     beneficially owned all shares of common stock which the person or group has
     the right to acquire within the next 60 days.
(2)  Address is c/o 200 N. Harvey, Suite 1706 Oklahoma City, Oklahoma 73102.
(3)  Timothy J. Kilkenny and Laura L.  Kilkenny  each hold, in their  respective
     names,  690,000 shares.  Amounts shown do not include options,  held in the
     name of Mr. Kilkenny,  to purchase 120,000 shares  exercisable at $1.15 per
     share beginning October 7, 2000.
(4)  Wallace L.  Walcher and Kathryn  Walcher,  husband and wife,  hold  537,500
     shares as joint tenants and Mr.  Walcher  holds,  in his name,  warrants to
     purchase  10,000 shares which are presently  exercisable.  Amounts shown do
     not include  options,  held in the name of Mr. Walcher,  to purchase 60,400
     shares exercisable at $3.00 per share beginning February 28, 2001.
(5)  Amounts shown do not include options to purchase 75,000 shares  exercisable
     at $1.25 per share beginning October 12, 2000.


                                       6

<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         On March 26, 1998 the Company purchased 100% of the outstanding  common
stock of Animus (now  FullWeb,  Inc.),  an Oklahoma  corporation  engaged in the
business of providing  web hosting  services,  selling  computer  equipment  and
providing configuration and maintenance of the equipment. The aggregate purchase
price for the Animus stock was $350,000,  of which  $175,000 was paid at closing
with the remaining $175,000 paid in two installments  subsequent to closing.  In
connection with the acquisition,  Jason C. Ayers,  Vice President of the Company
and President of Animus, was paid  approximately  $28,542 in 1998 and $29,792 in
1999  for  his  1,000  shares  of  Animus   common  stock,   which   represented
approximately  16.67% of the total  number  of  shares  of Animus  common  stock
outstanding.  The pro rata price paid to Mr.  Ayers by the Company for his 1,000
shares of Animus common stock was the same price paid to other  stockholders  of
Animus.

         In  connection  with the first  installment  payment of $50,000  due in
September 1998 to the former Animus stockholders,  Mr. Kilkenny advanced $50,000
to the  Company.  The Company paid  monthly  payments of principal  and interest
until April 1999, when the $50,000 was repaid in full.

         Pursuant  to a stock  bonus  approved  by the  Board of  Directors  and
granted in June 1999,  Roger S.  Laubhan  and Jason C.  Ayers,  officers  of the
Company,  and two other  employees  were granted  181,055 shares of common stock
equal to 3%, 1%, 2% and 1%,  respectively,  of the fully  diluted  common shares
outstanding  at such date.  Such shares were not issued until January 2000.  The
Company  recognized  $181,055 as  compensation  expense in 1999  relating to the
grant of restricted common stock to these employees.





                                       7

<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                           REGISTRANT:
                                  FULLNET COMMUNICATIONS, INC.


Date:  April 29, 2000             By: /s/ TIMOTHY J. KILKENNY
                                      -----------------------
                                      Timothy J. Kilkenny
                                      President and Chief Executive Officer

Date:  April 29, 2000             By: /s/ TRAVIS LANE
                                      ---------------
                                      Travis Lane
                                      Vice President, Chief Financial and
                                      Accounting Officer

          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities and on the dates indicated.

Date:  April 29, 2000             By: /s/ TIMOTHY J. KILKENNY
                                      -----------------------
                                      Timothy J. Kilkenny,
                                      Chairman of the Board and Director



Date:  April 29, 2000             By: /s/ LAURA L. KILKENNY
                                      ---------------------
                                       Laura L. Kilkenny, Director





                                       8