SC 13G 1 fulo0213g.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 FullNet Communications, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 359851102 (CUSIP Number) May 31, 2001 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ]Rule 13d-1(b) [X]Rule 13d-1(c) [ ]Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 756240305 1. Name of Reporting Person Generation Capital Associates Tax Identification No 13-3175117 2. Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization State of New York Number of Shares Beneficially Owned by Each Reporting Person With: 5. Sole Voting Power 714,837 6. Shared Voting Power 0 7. Sole Dispositive Power 714,837 8. Shared Dispositive Power 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 714,837 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 9.9% 12. Type of Reporting Person PN Item 1(a) Name of Issuer: FullNet Commnications, Inc. Item 1(b) Address of Issuer's Principal Executive Offices: 201 Robert S. Kerr Avenue, Suite 210 Oklahoma City, OK 73102 Item 2(a) Name of Person Filing: Generation Capital Associates Item 2(b) Address of Principal Business Office: 1085 Riverside Trace Atlanta, GA 30328 Item 2(c) Citizenship: New York Item 2(d) Title of Class of Securities: Common Stock Item 2(e) CUSIP Number: 359851102 Item 3. If this statement is filed pursuant to Section 240.13d-1(b)or 240.13d-2(b) or (c), check whether the person filing is a: (a) [] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [] An investment adviser in accordance with Section 240.13d- 1(b)(1)(ii)(E); (f) [] An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); (g) [] A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); (h) [] A saving associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J). Item 4. Ownership. (a) Amount beneficially owned: 714,837 (b) Percent of class: 9.9% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 714,837 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition of: 714,837 (iv) Shared power to dispose or to direct the disposition of: 0 Generation Capital Associates (GCA) beneficially owns 267,608 shares of common stock and warrants to purchase 540,000 shares of common stock. The tems of the warrants prohibits GCA from exercising any warrants to the extent such exercise would increase GCA's ownership of common stock at any given time to more than 9.9% of the shares of common stock outstanding. Item 5. Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not Applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: Not Applicable Item 8. Identification and Classification of Members of the Group: Not Applicable Item 9. Notice of Dissolution of Group: Not Applicable Item 10. Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct. Dated: February 12, 2002 Generation Capital Associates By: /s/ David A. Rapaport, Executive Vice President & General Counsel