10-K/A 1 incoming10ka1108.txt FORM 10-K/A AMENDMENT NO.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No.1) [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2008 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to ____________ Commission files number 333-152012 INCOMING, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Nevada Pending ------------------------ ------------------------ (State of incorporation) (I.R.S. Employer ID No.) 8300 N. Hayden Road, Suite 207 Scottsdale, Arizona 85258 ------------------------------------------------------------- (Address of principal executive officers, including Zip Code) (480) 945-3477 ------------------------------------- (Issuer's Telephone Number) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X] Indicate by checkmark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] 1 Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes[X] No [ ] State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter: The aggregate market value of the Company's common shares of voting stock held by non-affiliates of the Company at November 30, 2008, was $Nil. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: As of February 25, 2009, there were 8,570,000 shares of common stock, par value $0.001, outstanding. DOCUMENTS INCORPORATED BY REFERENCE: None. Transitional Small Business Disclosure Format: Yes [ ] No [X] 2 INCOMING, INC. FORM 10-K/A (Amendment No.1) FOR THE YEAR ENDED November 30, 2008 TABLE OF CONTENTS Page No. -------- Part IV Item 15. Exhibits............................................................4 Signatures...................................................................5 3 INCOMING, INC. FORM 10-K/A (Amendment No.1) Explanatory Note ---------------- Incoming,Inc. is filing this Amendment No.1 on Form 10-K/A to amend the registrant's status as a shell company based on results of operations for the reporting period and in accordance with Rule 12b-2 of the Exchange Act and to add Exhibit No.23 to the list of exhibits. No other items or disclosures in our Annual Report on Form 10-K for the fiscal year ended November 30, 2008, (the "Original 10-K") previously filed with the Securities and Exchange Commission on February 27, 2009, are being amended, and accordingly this Amendment No.1 does not otherwise change or update any information that was presented in our Original 10-K. PART IV ITEM 15. EXHIBITS (a) The following exhibits are included as part of this report: Exhibit Number Title of Document ------ ----------------- 3.1 Articles of Incorporation* 3.2 Bylaws* 23 Consent of Independent Registered Public Accounting Firm Ronald R.Chadwick, P.C. 31.1 Sec.302 Certification of CEO 31.2 Sec.302 Certification of CFO 32.1 Sec.906 Certification of CEO 32.2 Sec.906 Certification of CFO *Incorporated by reference to similarly numbered exhibits filed with the Company's Registration Statement on Form S-1 on June 30, 2008. 4 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, on April 6, 2009. Incoming, Inc. /s/ Yury Nesterov ---------------------------------------- Yury Nesterov President, Chief Executive Officer and Director (Principal Executive 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. /s/ Yury Nesterov ------------------------------- Yury Nesterov President, Chief Executive Officer, and Director (Principal Executive Officer) Dated: April 6, 2009 /s/ Elena Djafarova ----------------------------- Elena Djafarova Chief Financial Officer, Secretary Treasurer, principal accounting officer and Director Dated: April 6, 2009 5