UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarter ended |
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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Commission file number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
(Address of principal executive offices, including zip code.)
(Registrant's telephone number, including area code)
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 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-Y (§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 [X] NO [ ]
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ]Accelerated filer [ ]
Non-accelerated filer [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]
As of August 14, 2018, there are
All references in this Report on Form 10-Q to the terms “we”, “our”, “us”, the “Company”, “ICNN” and the “Registrant” refer to Incoming, Inc. unless the context indicates another meaning.
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ITEM 1. FINANCIAL STATEMENTS |
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Index to the Unaudited Financial Statements | 3 |
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INCOMING, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
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| June 30, 2018 |
| December 31, 2017 |
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ASSETS | ||||
Current Assets |
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Cash | $ | $ | ||
Accounts receivable, trade, net |
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Prepaid expenses |
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Other current assets |
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Total current assets |
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Property and equipment, net |
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Total Assets | $ | $ | ||
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LIABILITIESANDSTOCKHOLDERS’(DEFICIT) | ||||
Current Liabilities |
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Accounts payable | $ | $ | ||
Current maturities of long term debt |
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Accrued liabilities |
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Accounts payable – related parties |
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Related party debt – short-term |
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Total current liabilities |
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Total Liabilities |
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Capital stock $ |
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Class A – |
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Convertible Class B – |
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Additional paid in capital |
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Accumulated deficit |
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Total Stockholders’ (Deficit) |
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Total Liabilities and Stockholders' (Deficit) | $ | $ | ||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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INCOMING, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three months ended June 30, 2018 |
| Three months ended June 30, 2017 |
| Six months ended June 30, 2018 |
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Revenue | $ |
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Revenue from related parties |
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Total revenue |
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Cost of revenue |
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Depreciation |
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Gross loss | ( |
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Selling, General, and Administrative Expenses |
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Loss from Operations | ( |
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Other income (expense) |
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Grant and other income |
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Interest expense |
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Total other income (expense) |
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Net Loss | ($ |
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Net Loss per Class A Common Share (Basic and Diluted) | $ |
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Net Loss per Class B Common Share (Basic and Diluted) | ($ |
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Weighted Average Number of Class A Common Shares Outstanding (Basic and Diluted) |
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Weighted Average Number of Class B Common Shares Outstanding (Basic and Diluted) |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
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INCOMING, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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| Six months ended June 30, 2018 |
| Six months ended June 30, 2017 |
Cash Flows from operating Activities |
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Net loss | $ | ( | $ | ( |
Adjustments to reconcile net loss to net cash provided by operations: |
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Depreciation |
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Changes in operating assets and liabilities |
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Accounts receivable |
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Prepaid expenses |
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Inventory |
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Accounts payable |
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Accrued expenses |
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Net cash used in operating activities |
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Cash flows from investing activities |
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Proceeds from sale of equipment |
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Net cash provided by investing activities |
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Cash flows from financing activities |
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Proceeds from related party debt |
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Payments on short-term debt |
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Net cash provided by financing activities |
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Net decrease in cash for the period |
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Cash at beginning of period |
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Cash at end of period | $ | $ | ||
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Supplemental disclosure of cash flow information |
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Cash paid for interest | $ | $ | ||
Cash paid for income taxes | $ | $ | ||
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Non-cash financing transactions |
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Prepaid expense financed with notes payable | $ | $ | ||
Accounts payable - related party reclassified to notes payable - related party | $ | $ |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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INCOMING, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1Basis of Presentation, Organization, and Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited consolidated financial statements of Incoming, Inc., a Nevada corporation, have been prepared in accordance with accounting principles generally accepted in the United States of America, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial information and, therefore, do not include all disclosures normally required by generally accounting principles accepted in the United States of America. These statements should be read in conjunction with the Company's most recent annual financial statements for the year ended December 31, 2017 included in our Annual Report on Form 10-K filed with the SEC on April 17, 2018. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying unaudited financial statements for the period ended June 30, 2018 are not necessarily indicative of the operating results that may be expected for the full year ending December 31, 2018.
Revenue Recognition
The Company derives all of its revenue from operations of the NABE biodiesel plant in Lenoir, North Carolina, which was acquired in August of 2010. Through NABE, the Company’s operations are focused primarily on biodiesel production and sales. Currently, we derive revenue from biodiesel sales, from glycerin (a by-product from bio-diesel production) sales, from RIN (Renewable Identification Numbers) sales, and from kerosene sales. We also generate revenue from biodiesel import activities. The Company records revenue when all of the following criteria are met: a) persuasive evidence of an arrangement with the customer exists, b) the price to the customer is fixed and determinable, c) product is shipped or delivery is complete (depending on the terms) and collection probability is reasonably assured.
On January 1, 2018, the Company adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605.
We did not have a cumulative impact as of January 1, 2018 due to the adoption of Topic 606 and there was not an impact to our statement of operations for the six months ended June 30, 2018 as a result of applying Topic 606.
Organization
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products. In addition to operating as NABE, our subsidiary also does business as Foothills Bio-Energies, LLC (“Foothills”).
Note 2Going Concern
These financial statements have been prepared on a going concern basis. As of June 30, 2018, the Company had a working capital deficiency of $
Note 3Related Party Transactions
NABE sells a portion of its finished goods to Echols Oil Company (“Echols”), a company owned by Incoming, Inc.’s CEO, R. Samuel Bell, Jr. During the first six months of 2018, the Company had no sales to Echols. During the same period in 2017, sales to the related party totaled $
Note 4Subsequent Events
After the end of the second quarter of 2018, the Company has received additional funding of $
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THE FOLLOWING DISCUSSION OF THE RESULTS OF OUR OPERATIONS AND FINANCIAL CONDITION SHOULD BE READ IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THE NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT.
This section of the report includes a number of forward-looking statements that reflect the Company’s current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: "believe," "expect," "estimate," "anticipate," "intend," "project" and similar
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expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this annual report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
The following discussion provides an analysis of the results of our operations, an overview of our liquidity and capital resources and other items related to our business. The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q and our audited financial statements and notes included in our Annual Report on Form 10-K as of and for the year ended December 31, 2017.
Overview
Company references herein are referring to consolidated information pertaining to Incoming, Inc., the registrant.
The following discussion is an overview of the important factors that management focuses on in evaluating our businesses, financial condition and operating performance and should be read in conjunction with the financial statements included in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward looking statements as a result of any number of factors, including those set forth in this Quarterly Report and elsewhere in the Company’s Annual Report on Form 10-K and other public filings.
All written and oral forward-looking statements made in connection with this Quarterly Report on Form 10-Q that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.
Company Overview
NABE has historically been a refiner and producer of commercial-grade biodiesel as specified by the American Society of Testing and Materials (ASTM D6751). Our refining and production facility is located in Lenoir, North Carolina with a nameplate annual capacity of five million gallons. The Lenoir plant is currently idle due to adverse market conditions. Our facility has the ability to produce biodiesel from virgin, agri-based feedstock using commercial specifications. The biodiesel we produce is sold throughout North Carolina, South Carolina and Virginia directly or through wholesale distributors. At times, we have strategically purchased biodiesel from other producers to meet commercial requirements. We also purify and sell glycerin, which is created as a byproduct of the biodiesel production process. Once the facility has accumulated sufficient glycerin to make full loads, it is typically sold to the market.
Our production process starts with purchasing the most cost effective and suitable agri-based feedstock (e.g., soy, canola, sunflower, cotton seed and chicken/pork fat). A sample of every feedstock is tested by our in-house laboratory in order to develop the proper recipe of catalysts for the transesterification process. The glycerin byproduct is then separated from the biodiesel and any excess methanol is recovered. Recovered methanol is either sold or reused in the production process. Glycerin is sold on the open market as either a crude product or as a further-processed tech grade product. While biodiesel is our main product, glycerin is a popular chemical used in pharmaceutical and hygiene applications and serves as an additional source of revenue.
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Our facility is capable of producing biodiesel from a wide range of agri-based feedstocks: soy, canola, sunflower, cotton seed and chicken/pork fat. Biodiesel production costs are highly dependent on the cost of feedstock, and we believe the ability to utilize a variety of feedstocks efficiently and interchangeably is imperative to gaining a competitive advantage in the biodiesel production market.
Results of Operations
The following is a discussion and analysis of our results of operations for the three and six-month periods ended June 30, 2018 and 2017, and the factors that could affect our future financial condition. This discussion and analysis should be read in conjunction with our financial statements and the notes thereto included elsewhere in this report. Our financial statements are prepared in accordance with United States generally accepted accounting principles. All references to dollar amounts in this section are in United States dollars unless expressly stated otherwise.
Revenue and Revenue From Related Parties
The Company generated no revenues during the period April 1, 2018 through June 30, 2018.
The Company generated revenues of $2,904 during the period April 1, 2017 through June 30, 2017.
Revenue generated during the period was solely due to sales of diluted methanol to third parties.
Comparing the Company’s activity for the period April 1, 2018 through June 30, 2018 to the activity for the period April 1, 2017 through June 30, 2017, there was a decrease in revenue of $2,904 from $2,904 to zero. The period-over-period decrease was primarily due to inactivity at the biodiesel production in Lenoir, NC during the second quarter. Depressed benchmark (petroleum) prices, high raw material costs and expiration of the blender tax credit have severely hampered the biodiesel market. Diluted methanol sales totaled $2,904 in the second quarter of 2017 while there were no sales in second quarter of 2018.
The Company generated no revenues during the period January 1, 2018 through June 30, 2018.
The Company generated revenues of $71,035 during the period January 1, 2017 through June 30, 2017. Revenue generated during the period was due to sales of biodiesel, kerosene, de-methylated glycerin, and recovered methanol. Third-party transactions during the first two quarters of 2017 included biodiesel sales totaling $43, diluted methanol sales of $2,904 de-methylated glycerin sales of $2,775, and recovered methanol sales of $658. Related party kerosene sales totaled $64,655 during the period under consideration.
Comparing the Company’s activity for the period January 1, 2018 through June 30, 2018 to the activity for the period January 1, 2017 through June 30, 2017, there was a decrease in revenue of $71,035 from $71,035 to zero. The period-over-period decrease was primarily due to sale of kerosene to a related party that occurred during the first half of the prior year. NABE started leveraging its existing operating licenses to sell kerosene during the last quarter of 2016. Kerosene sales totaled $64,655 during the first half of 2017, but there were no kerosene sales during the same period in 2018. Biodiesel sales totaled $43 in the first half of 2017 but were no sales during the same period in 2018. De-methylated glycerin sales totaled $2,775 during the first half of 2017 compared with no sales of the recovered product during the first six months of 2018. Methanol sales (diluted and recovered) were $3,562 in the first half of 2017 while there were none in the same period for 2018.
Cost of Revenue
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Cost of revenue totaled $9,677 during the period April 1, 2018 through June 30, 2018. For the same period, cost of revenue consisted of costs associated with salaries, overhead, and utilities.
Cost of revenue totaled $19,499 during the period April 1, 2017 through June 30, 2017. For the same period, cost of revenue consisted of costs associated with raw material sales, labor, overhead, and utilities.
Comparing the Company’s activity for the period April 1, 2018 through June 30, 2018 to the activity for the period April 1, 2017 through June 30, 2017, there was a decrease in cost of revenues of $9,822 from $19,499 to $9,677. The period-over-period decrease was in line with reduced production activity and also affected by operating with fewer personnel at the biodiesel facility in Lenoir, NC.
Cost of revenue totaled $24,732 during the period January 1, 2018 through June 30, 2018. For the same period, cost of revenue consisted of costs associated with salaries, overhead, and utilities.
Cost of revenue totaled $118,763 during the period January 1, 2017 through June 30, 2017. For the same period, cost of revenue consisted of costs associated with kerosene purchases, labor, overhead, and utilities.
Comparing the Company’s activity for the period January 1, 2018 through June 30, 2018 to the activity for the period January 1, 2017 through June 30, 2017, there was a decrease in cost of revenues of $94,031 from $118,763 to $24,732. The period-over-period decrease was reflective of the Company’s inability to sell kerosene during the current year. During the first half of 2017, the Company purchased and re-sold kerosene. There were no kerosene purchases flowing through cost of sales since there were no sales during the first half of 2018.
Gross Loss
The Company had a gross loss of $17,841 for the period April 1, 2018 through June 30, 2018. The primary reason for the gross loss during the period was the Company’s inability to produce and sell biodiesel under adverse market conditions.
The Company had a gross loss of $33,398 for the period April 1, 2017 through June 30, 2017. The primary reason for the gross loss during the period was the Company’s inability to produce and sell biodiesel under adverse market conditions, including lower petroleum benchmark prices.
The Company had a gross loss of $40,970 for the period January 1, 2018 through June 30, 2018. The primary reason for the gross loss during the period was the Company’s inability to produce and sell biodiesel under adverse market conditions.
The Company had a gross loss of $81,410 for the period January 1, 2017 through June 30, 2017. The primary reason for the gross loss during the period was the Company’s inability to produce and sell biodiesel under adverse market conditions, including lower petroleum benchmark prices.
Selling, General and Administrative (SG&A) Expenses
SG&A expenses totaled $18,535 for the period April 1, 2018 through June 30, 2018. During the period under consideration, SG&A expenses primarily consisted of costs associated with payroll, office overhead and professional fees.
SG&A expenses totaled $19,228 for the period April 1, 2017 through June 30, 2017. During the period under consideration, SG&A expenses primarily consisted of costs associated with payroll, office overhead and professional fees.
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Comparing the Company’s activity for the period April 1, 2018 through June 30, 2018 to the activity for the period April 1, 2017 through June 30, 2017, there was a decrease in SG&A expenses of $693 as SG&A declined from $19,228 to $18,535. The period-over-period decrease is related to reduced staffing costs considering the second quarter of the current year compared with the second quarter of the prior year.
SG&A expenses totaled $31,502 for the period January 1, 2018 through June 30, 2018. During the period under consideration, SG&A expenses primarily consisted of costs associated with payroll, office overhead and professional fees.
SG&A expenses totaled $36,421 for the period January 1, 2017 through June 30, 2017. During the period under consideration, SG&A expenses primarily consisted of costs associated with payroll, office overhead and professional fees.
Comparing the Company’s activity for the period January 1, 2018 through June 30, 2018 to the activity for the period January 1, 2017 through June 30, 2017, there was a decrease in SG&A expenses of $4,919 as SG&A declined from $36,421 to $31,502. The period-over-period decrease is related to reduced staffing costs considering the first half of the current year compared with the first half of the prior year.
Other Income (Expense)
The Company had no Other Income during the period April 1, 2018 through June 30, 2018.
Other Income totaled $47 during the period April 1, 2017 through June 30, 2017. During the second quarter of 2017, this amount was attributable to funding received from the USDA Biofuel Program. Each quarter, the Company submits a Payment Request (Form RD-4288) and supporting documents to the USDA delineating those gallons produced/sold. Along with the documentation, the Company informs the USDA regarding the type and quantity of feedstocks utilized. These payment requests are reviewed by an agent of the USDA and then submitted as part of the “pool” for funding. Biodiesel producers compete for whatever funding is available from the USDA’s pool. Since it is difficult to predict the amount of funding that may be received, the Company only recognizes Other Income associated with the USDA Biofuel Program when the funds are received.
The Company had no Other Income during the period January 1, 2018 through June 30, 2018.
Other Income totaled $202 during the period January 1, 2017 through June 30, 2017. During the first six months of 2017, this amount was attributable to funding received from the USDA Biofuel Program.
Liquidity and Capital Resources
Working Capital
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| As of June 30, 2018 |
| As of December 31, 2017 |
Current Assets | $ | 908 | $ | 7,929 |
Current Liabilities | $ | 748,489 | $ | 699,206 |
Working Capital Deficiency | $ | (747,581) | $ | (691,277) |
Accumulated Deficit | $ | (7,007,989) | $ | (6,935,447) |
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Cash Flows
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| Six Months Ended June 30, 2018 |
| Six Months Ended June 30, 2017 |
Cash used in operating activities | $ | (60,960) | $ | (48,043) |
Cash provided by investing activities |
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| 14,271 |
Cash provided by financing activities |
| 57,760 |
| 25,563 |
Net (decrease) in cash | $ | (3,200) | $ | (8,209) |
As of June 30, 2018, our current assets totaling $908 consisted of cash, accounts receivable, and other current assets. Our accounts payable and accrued liabilities and current portion of amounts due to related parties and third parties were $748,489 as of June 30, 2018. As a result, we had a working capital deficiency of $747,581.
Current assets for the Company totaled $7,929 as of December 31, 2017. Current liabilities for the Company totaled $699,206 as of December 31, 2017, which resulted in a working capital deficiency of $691,277.
Comparing the working capital deficiency at June 30, 2018 to the deficiency at December 31, 2017, there was an increase of $56,304 as the deficiency increased from $691,277 to $747,581. The biggest contributor to the overall increase was the Company’s reduced production activity. Production activity was negatively impacted by lower petrodiesel (benchmark) market prices, and due to relatively higher feedstock prices.
On a short-term basis, it is anticipated that the Company’s liquidity needs will be met through selling biodiesel related products and RIN-gallons, through borrowing from related parties and through the sale of common stock. Considering the long-term view, the Company intends to provide liquidity through operation of its biodiesel plant in Lenoir, North Carolina. Since the December 31, 2017 balance sheet date, no amounts of receivables were written off.
To date, cash flow requirements have been primarily met through sales of biodiesel related products, through collections of accounts receivable, through share issuances, and through gross proceeds from bank and related party loans. Management expects to keep operational costs to a minimum until cash is available through financing or operating activities. Management plans to continue to seek other sources of financing on favorable terms; however, there are no assurances that any such financing can be obtained on favorable terms, if at all. For the six months ended June 30, 2018, the Company generated a gross loss of $40,970 on no sales over the same period. For the six months ended June 30, 2017, the Company generated a gross loss of $81,410 on sales of $71,035 over the same period.
A portion of the Company’s operations have been funded through the issuance of common stock shares. As of June 30, 2018, the Company has issued 33,754,332 shares of common stock (31,774,332 shares of Class A stock and 1,980,000 shares of Class B stock).
Cash Used In Operating Activities
During the period January 1, 2018 through June 30, 2018, the Company’s cash used in operating activities totaled $60,960. For the same period, the Company’s cash used in operating activities was primarily attributable to amortizing prepaid insurance and to making payments on trade payables. Insurance amortization totaled $3,821 while payables decreased $8,433 during the first six months of 2018. Depreciation expense was $16,238 for the first six months of 2018.
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During the period January 1, 2017 through June 30, 2017, the Company’s cash used in operating activities totaled $48,043. For the same period, the Company’s cash used in operating activities was primarily attributable to collecting trade receivables associated with kerosene sales, and to making transactions on trade payables. Third party trade receivables decreased $9,578 while inventories decreased $13,787. Third party trade payables and accrued expenses increased $3,684 and $5,801, respectively, for the same period. Related party payables decreased $31,154 due to a reclassification of trade payables to notes payable (see Cash Provided By Financing Activities below). Depreciation expense was $33,682 for the first six months of 2017.
Cash Provided By Investing Activities
During the period January 1, 2018 through June 30, 2018, the Company had no cash flow related to investing activities.
During the period January 1, 2017 through June 30, 2017, the Company’s cash flows provided by investing activities totaled $14,271. Cash provided by investing activity resulted from the sale of equipment comprising the diesel exhaust fluid (DEF) production system. The equipment was sold to a third party at book value, therefore, no gain or loss was recorded on the sale.
Cash Provided By Financing Activities
During the period January 1, 2018 through June 30, 2018, the Company’s cash provided by to financing activities totaled $57,760. This amount represents proceeds provided from short-term financing from a related party, net of payments on short-term debt.
During the period January 1, 2017 through June 30, 2017, the Company’s cash flow related to financing activities totaled $25,563. This amount represents proceeds provided from short-term financing from a related party during the period under consideration. At December 31, 2016, the Company recognized a related party payable totaling $31,154. This amount was reclassified as a note payable during the prior year.
Future Financings
We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock in order to proceed with our acquisition and expansion plan. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our marketing and acquisition plans. At this time, we do not have any arrangements in place for any future equity financing.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Recent Accounting Pronouncements
Management does not expect any financial statement impact from any recently-issued pronouncements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 4. CONTROLS AND PROCEDURES
(a)Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Quarterly Report on Form 10-Q, we conducted an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) of our disclosure controls and procedures (as defined in Rules13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, the CEO concluded that our disclosure controls and procedures were not effective as of June 30, 2018. We have identified the following material weaknesses in our internal control over financial reporting:
Lack of Independent Board of Directors and Audit Committee
Management is aware that an audit committee composed of the requisite number of independent members along with a qualified financial expert has not yet been established. Considering the costs associated with procuring and providing the infrastructure to support an independent audit committee and the limited number of transactions, management has concluded that the risks associated with the lack of an independent audit committee are not sufficient to justify the creation of such a committee at this time. Management will periodically reevaluate this situation.
Deficiencies in Our Control Environment.
Our control environment did not sufficiently promote effective internal control over financial reporting throughout the organization. This material weakness exists because of the aggregate effect of multiple deficiencies in internal control which affect our control environment, including: a) the lack of an effective risk assessment process for the identification of fraud risks; b) the lack of an internal audit function or other effective mechanism for ongoing monitoring of the effectiveness of internal controls; c) deficiencies in our accounting system and controls; d) and insufficient documentation and communication of our accounting policies and procedures as of June 30, 2018.
Deficiencies in the staffing of our financial accounting department.
The number of qualified accounting personnel with experience in public company SEC reporting and GAAP is limited. This weakness does not enable us to maintain adequate controls over our financial accounting and reporting processes regarding the accounting for non-routine and non-systematic transactions. There is a risk that a material misstatement of the financial statements could be caused, or at least not be detected in a timely manner, by this shortage of qualified resources.
Deficiencies in Segregation of Duties.
The limited number of qualified accounting personnel results in an inability to have independent review and approval of financial accounting entries. Furthermore, management and financial accounting personnel have wide-spread access to create and post entries in our financial accounting system. There is a risk that a material misstatement of the financial statements could be caused, or at least not be detected in a timely manner, due to insufficient segregation of duties.
Because of its inherent limitation, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our financial accounting staff is actively attending and
15
receiving training. Management is still determining additional measures to remediate deficiencies related to staffing.
(b)Changes in Internal Controls Over Financial Reporting
There were no changes that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In June of 2015, a Plaintiff filed suit against the Company and its subsidiary, NABE. The filing claimed that the Company did not have the right to retain the $510,030 that was received and recognized as Other Income. The Company is currently defending the action and does not believe that the suit will result to an unfavorable outcome to the Company.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. OTHER INFORMATION
None.
16
ITEM 5. EXHIBITS
The following documents are filed as a part of this report or are incorporated by reference to previous filings, if so indicated:
Exhibit No. | Description |
3.1 | |
3.2 | |
31.1 | |
31.2 | |
32.1 | |
32.2 |
*filed herewith
(1) Incorporated by reference to the Form S-1 registration statement filed on June 30, 2008.
17
SIGNATURES
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, thereunto duly authorized.
August 14, 2018
By:
INCOMING, INC.
/s/ R. Samuel Bell, Jr.
R. Samuel Bell, Jr., CEO and Chairman, Board of Directors
/s/ Eric Norris
Vice President, Finance (Principal Financial Officer)
18
Exhibit 31.1
SARBANES-OXLEY SECTION 302(a) CERTIFICATION
I, R. Samuel Bell, Jr., certify that:
1. | I have reviewed this quarterly report on form 10-Q for the interim period ended June 30, 2018 of Incoming, 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 and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13(a)-15(e) and 15d-15(e) and internal control over financial reporting (as defined in the Exchange Act Rules 13(a)-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 (the registrant's fourth fiscal quarter in the case of an annual report) 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 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, 2018 | /s/ R. Samuel Bell, Jr. |
|
| R. Samuel Bell, Jr., CEO |
Exhibit 31.2
SARBANES-OXLEY SECTION 302(a) CERTIFICATION
I, Eric Norris, certify that:
1. | I have reviewed this quarterly report on form 10-Q for the interim period ended June 30, 2018 of Incoming, 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 and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13(a)-15(e) and 15d-15(e) and internal control over financial reporting (as defined in the Exchange Act Rules 13(a)-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 (the registrant's fourth fiscal quarter in the case of an annual report) 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 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, 2018 | /s/ Eric Norris. |
|
| Eric Norris, Vice President, Finance (Principal Financial Officer) |
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
In connection with the Quarterly Report of Incoming, Inc. (the "Company") on Form 10-Q for the period ended June 30, 2018, as filed with the Securities and Exchange Commission on the date hereof (the "report"), I, R. Samuel Bell, Jr., Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and
(2)The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated this 14th day of August, 2018. |
|
/s/ R. Samuel Bell, Jr. R. Samuel Bell, Jr., CEO |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. Section 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Incoming, Inc. (the "Company") on Form 10-Q for the period ended June 30, 2018, as filed with the Securities and Exchange Commission on the date hereof (the "report"), I, Eric Norris, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and
(2)The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated this 14th day of August, 2018. |
|
/s/ Eric Norris Eric Norris, Vice President, Finance (Principal Financial Officer) |
Document and Entity Information - shares |
6 Months Ended | |
|---|---|---|
Jun. 30, 2018 |
Aug. 14, 2018 |
|
| Registrant Name | Incoming, Inc. | |
| Registrant CIK | 0001423325 | |
| SEC Form | 10-Q | |
| Period End date | Jun. 30, 2018 | |
| Fiscal Year End | --12-31 | |
| Trading Symbol | icnn | |
| Filer Category | Smaller Reporting Company | |
| Current with reporting | Yes | |
| Voluntary filer | No | |
| Well-known Seasoned Issuer | No | |
| Emerging Growth Company | false | |
| Ex Transition Period | false | |
| Amendment Flag | false | |
| Document Fiscal Year Focus | 2018 | |
| Document Fiscal Period Focus | Q2 | |
| Contained File Information, File Number | 000-53616 | |
| Entity Incorporation, State Country Name | Nevada | |
| Entity Address, Address Line One | 244 5th Avenue, Ste V235 | |
| Entity Address, City or Town | New York | |
| Entity Address, State or Province | NY | |
| Entity Address, Postal Zip Code | 10001 | |
| City Area Code | (800) | |
| Local Phone Number | 385-5705 | |
| Common Class A | ||
| Number of common stock shares outstanding | 31,774,332 | |
| Common Class B | ||
| Number of common stock shares outstanding | 1,980,000 |
CONSOLIDATED BALANCE SHEETS - Parenthetical - $ / shares |
Jun. 30, 2018 |
Dec. 31, 2017 |
|---|---|---|
| Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
| Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
| Class A | ||
| Common Stock, Shares, Issued | 31,774,332 | 31,774,332 |
| Common Stock, Shares, Outstanding | 31,774,332 | 31,774,332 |
| Convertible Class B | ||
| Common Stock, Shares, Issued | 1,980,000 | 1,980,000 |
| Common Stock, Shares, Outstanding | 1,980,000 | 1,980,000 |
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
|
| Revenues From Unrelated Parties | $ 0 | $ 2,904 | $ 0 | $ 6,380 |
| Revenue from related parties | 0 | 0 | 0 | 64,655 |
| Revenues | 0 | 2,904 | 0 | 71,035 |
| Cost of revenue | 9,677 | 19,499 | 24,732 | 118,763 |
| Depreciation | 8,164 | 16,803 | 16,238 | 33,682 |
| Gross loss | (17,841) | (33,398) | (40,970) | (81,410) |
| Selling, General, and Administrative Expenses | 18,535 | 19,228 | 31,502 | 36,421 |
| Loss from Operations | (36,376) | (52,626) | (72,472) | (117,831) |
| Other income (expense) | ||||
| Grant and other income | 0 | 47 | 0 | 202 |
| Interest expense | 0 | (70) | (70) | (158) |
| Total other income (expense) | 0 | (23) | (70) | 44 |
| Net Loss | $ (36,376) | $ (52,649) | $ (72,542) | $ (117,787) |
| Class A | ||||
| Other income (expense) | ||||
| Earnings Per Share, Basic and Diluted | $ 0.00 | $ 0.00 | $ 0.00 | $ 0.00 |
| Weighted Average Number of Shares Outstanding, Basic and Diluted | 31,774,332 | 31,774,332 | 31,774,332 | 31,774,332 |
| Class B | ||||
| Other income (expense) | ||||
| Earnings Per Share, Basic and Diluted | $ (0.02) | $ (0.03) | $ (0.04) | $ (0.06) |
| Weighted Average Number of Shares Outstanding, Basic and Diluted | 1,980,000 | 1,980,000 | 1,980,000 | 1,980,000 |
Note 1 Basis of Presentation, Organization, and Summary of Significant Accounting Policies |
6 Months Ended |
|---|---|
Jun. 30, 2018 | |
| Notes | |
| Note 1 Basis of Presentation, Organization, and Summary of Significant Accounting Policies | Incoming, Inc. (“we” or the “Company”) was incorporated on December 22, 2006 in Nevada. Through our wholly-owned subsidiary North American Bio-Energies LLC (“NABE”), we operate in the alternative energy industry in the development and acquisition of commercial grade biodiesel facilities and the distribution and marketing of petroleum and biofuel products. In addition to operating as NABE, our subsidiary also does business as Foothills Bio-Energies, LLC (“Foothills”). |
Note 2 Going Concern |
6 Months Ended |
|---|---|
Jun. 30, 2018 | |
| Notes | |
| Note 2 Going Concern | Note 2Going Concern
These financial statements have been prepared on a going concern basis. As of June 30, 2018, the Company had a working capital deficiency of $747,581, and had an accumulated deficit of $7,007,989. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The outcome of these matters cannot be predicted with any certainty at this time. These factors raise substantial doubt that the Company will be able to continue as a going concern. The Company to date has funded its initial operations through the issuance of capital stock and common stock options, loans from related parties, and revenue generated in the normal course of business. Management plans to continue to provide for its capital needs by the issuance of common stock and related party advances. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. |
Note 3 Related Party Transactions |
6 Months Ended |
|---|---|
Jun. 30, 2018 | |
| Notes | |
| Note 3 Related Party Transactions | Note 3Related Party Transactions
NABE sells a portion of its finished goods to Echols Oil Company (“Echols”), a company owned by Incoming, Inc.’s CEO, R. Samuel Bell, Jr. During the first six months of 2018, the Company had no sales to Echols. During the same period in 2017, sales to the related party totaled $64,655. As of June 30, 2018, the Company had notes payable to Echols totaling $203,302 which are non-interest bearing and due on demand. Notes payable to Echols resulted from accepting loans from the related party. As of June 30, 2018, the Company had no outstanding related party receivables and had outstanding related party payables of $274,916 to Green Valley Bio-Fuels. Payables to Green Valley Bio-Fuels resulted from purchasing off-spec biodiesel for re-work in prior years. Green Valley Bio-Fuels is considered a related party since it is majority-owned by Mr. Frank A. Gay, who sits on the Company’s Board of Directors. |
Note 4 Subsequent Events |
6 Months Ended |
|---|---|
Jun. 30, 2018 | |
| Notes | |
| Note 4 Subsequent Events | Note 4Subsequent Events
After the end of the second quarter of 2018, the Company has received additional funding of $4,300 from a related party. As a result, the Company has also recognized additional related party notes payable in the amount of $4,300 during the subsequent period. |
Note 1 Basis of Presentation, Organization, and Summary of Significant Accounting Policies (Policies) |
6 Months Ended |
|---|---|
Jun. 30, 2018 | |
| Policies | |
| Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements of Incoming, Inc., a Nevada corporation, have been prepared in accordance with accounting principles generally accepted in the United States of America, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial information and, therefore, do not include all disclosures normally required by generally accounting principles accepted in the United States of America. These statements should be read in conjunction with the Company's most recent annual financial statements for the year ended December 31, 2017 included in our Annual Report on Form 10-K filed with the SEC on April 17, 2018. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying unaudited financial statements for the period ended June 30, 2018 are not necessarily indicative of the operating results that may be expected for the full year ending December 31, 2018. |
| Revenue Recognition | Revenue Recognition The Company derives all of its revenue from operations of the NABE biodiesel plant in Lenoir, North Carolina, which was acquired in August of 2010. Through NABE, the Company’s operations are focused primarily on biodiesel production and sales. Currently, we derive revenue from biodiesel sales, from glycerin (a by-product from bio-diesel production) sales, from RIN (Renewable Identification Numbers) sales, and from kerosene sales. We also generate revenue from biodiesel import activities. The Company records revenue when all of the following criteria are met: a) persuasive evidence of an arrangement with the customer exists, b) the price to the customer is fixed and determinable, c) product is shipped or delivery is complete (depending on the terms) and collection probability is reasonably assured.
On January 1, 2018, the Company adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605.
We did not have a cumulative impact as of January 1, 2018 due to the adoption of Topic 606 and there was not an impact to our statement of operations for the six months ended June 30, 2018 as a result of applying Topic 606. |
Note 1 Basis of Presentation, Organization, and Summary of Significant Accounting Policies (Details) |
6 Months Ended |
|---|---|
Jun. 30, 2018 | |
| Details | |
| Entity Incorporation, Date of Incorporation | Dec. 22, 2006 |
Note 2 Going Concern (Details) - USD ($) |
6 Months Ended | |
|---|---|---|
Jun. 30, 2018 |
Dec. 31, 2017 |
|
| Details | ||
| Working capital deficiency | $ (747,581) | |
| Accumulated deficit | $ (7,007,989) | $ (6,935,447) |
Note 3 Related Party Transactions (Details) - USD ($) |
3 Months Ended | 6 Months Ended | |||
|---|---|---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Jun. 30, 2018 |
Jun. 30, 2017 |
Dec. 31, 2017 |
|
| Sales | $ 0 | $ 2,904 | $ 0 | $ 71,035 | |
| Related party debt - short-term | 203,302 | 203,302 | $ 143,852 | ||
| Outstanding payables | 274,916 | 274,916 | $ 274,916 | ||
| Chief Executive Officer | Echols Oil Company | |||||
| Sales | 64,655 | ||||
| Green Valley Bio Fuels | |||||
| Outstanding payables | $ 274,916 | $ 274,916 | |||
Note 4 Subsequent Events (Details) - Subsequent Event |
6 Months Ended |
|---|---|
|
Jun. 30, 2018
USD ($)
| |
| Proceeds from (Repayments of) Related Party Debt | $ 4,300 |
| Notes Payable, Related Parties, Current | $ 4,300 |