10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

☒      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

           For the quarter ended June 30, 2019

           OR 

☐       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

Commission file number 000-53616

Incoming, Inc.
(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction of incorporation or organization)

244 5th Avenue, Ste V235

New York, NY 10001
(Address of principal executive offices, including zip code.)

(800) 385-5705
(Registrant's telephone number, including area code)

42-1768468
(IRS Employer Identification No.)

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	☐	Smaller reporting company	☒
		Emerging growth company	☐

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, 2019, there are 31,774,332 shares of Class A common stock and 1,980,000 shares of Class B common stock outstanding.

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.

ITEM 1. FINANCIAL STATEMENTS

Index to the Unaudited Financial Statements3 

UNAUDITED CONSOLIDATED BALANCE SHEETS4 

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS5 

UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT6 

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS7 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS8 

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INCOMING, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

				June 30, 2019		December 31, 2018
ASSETS
Current Assets
	Cash		$	-	$	-
	Accounts receivable, trade, net			228		228
	Other current assets			400		400
		Total current assets		628		628
Right of use asset				6,384		-
Total Assets			$	7,012	$	628
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
	Accounts payable		$	188,964	$	193,066
	Accrued liabilities			88,205		88,205
	Accounts payable – related parties			274,916		274,916
	Operating lease liability			6,384		-
	Related party debt – short-term			291,002		240,302
Total current liabilities				849,471		796,489
Total Liabilities				849,471		796,489
Capital stock $0.001 par value; 200,000,000 shares authorized
	Class A – 31,774,332 shares issued and outstanding, respectively			31,774		31,774
	Convertible Class B – 1,980,000 shares issued and outstanding			1,980		1,980
Additional paid in capital				6,482,070		6,482,070
Accumulated deficit				(7,358,283)		(7,311,685)
Total Stockholders’ Deficit				(842,459)		(795,861)
Total Liabilities and Stockholders' Deficit			$	7,012	$	628

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, 2019	Three months ended June 30, 2018	Six months ended June 30, 2019	Six months ended June 30, 2018
Operating expenses
Depreciation			-	8,164	-	16,238
Selling, General, and Administrative Expenses			23,367	28,212	46,598	56,234
Loss from Operations			(23,367)	(36,376)	(46,598)	(72,472)
Other income (expense)
	Interest expense		-	-	-	(70)
		Total other income (expense)	-	-	-	(70)
Net Loss			$(23,367)	$(36,376)	$(46,598)	$(72,542)
	Net Loss per Class A Common Share (Basic and Diluted)		$(0.00)	$(0.00)	$(0.00)	$(0.00)
	Net Loss per Class B Common Share (Basic and Diluted)		$(0.01)	$(0.02)	$(0.02)	$(0.04)
	Weighted Average Number of Class A Common Shares Outstanding (Basic and Diluted)		31,774,332	31,774,332	31,774,332	31,774,332
	Weighted Average Number of Class B Common Shares Outstanding (Basic and Diluted)		1,980,000	1,980,000	1,980,000	1,980,000

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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INCOMING, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

For the six months ended June 30, 2018 and the six months ended June 30, 2019

(Unaudited)

	Common Stock
	Class A Shares	Par	Class B Shares	Par	Additional Paid-In Capital	Accumulated Deficit	Total Equity
Balances, December 31, 2017	31,774,332	$ 31,774	1,980,000	$ 1,980	$ 6,482,070	$ (6,935,447)	$ (419,623)
Net loss	-	-	-	-	-	(36,166)	(36,166)
Balances, March 31, 2018	31,774,332	$ 31,774	1,980,000	$ 1,980	$ 6,482,070	$ (6,971,613)	$ (455,789)
Net loss	-	-	-	-	-	(36,376)	(36,376)
Balances, June 30, 2018	31,774,332	$ 31,774	1,980,000	$ 1,980	$ 6,482,070	$ (7,007,989)	$ (492,165)
	Common Stock
	Class A Shares	Par	Class B Shares	Par	Additional Paid-In Capital	Accumulated Deficit	Total Equity
Balances, December 31, 2018	31,774,332	$ 31,774	1,980,000	$ 1,980	$ 6,482,070	$ (7,311,685)	$ (795,861)
Net loss	-	-	-	-	-	(23,231)	(23,231)
Balances, March 31, 2019	31,774,332	$ 31,774	1,980,000	$ 1,980	$ 6,482,070	$ (7,334,916)	$ (819,092)
Net loss	-	-	-	-	-	(23,367)	(23,367)
Balances, June 30, 2019	31,774,332	$ 31,774	1,980,000	$ 1,980	$ 6,482,070	$ (7,358,283)	$ (842,459)

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)

				Six months ended June 30, 2019		Six months ended June 30, 2018
Cash Flows from operating Activities
	Net loss		$	(46,598)	$	(72,542)
	Adjustments to reconcile net loss to net cash used in operations:
		Depreciation		-		16,238
	Changes in operating assets and liabilities
		Prepaid expenses		-		3,821
		Accounts payable		(4,102)		(8,433)
		Accrued expenses		-		(44)
Net cash used in operating activities				(50,700)		(60,960)
Cash flows from investing activities
	Proceeds from sale of equipment			-		-
Net cash provided by investing activities				-		-
Cash flows from financing activities
	Proceeds from related party debt			50,700		59,450
	Payments on short-term debt			-		(1,690)
Net cash provided by financing activities				50,700		57,760
Net decrease in cash for the period				-		(3,200)
Cash at beginning of period				-		3,480
Cash at end of period			$	-	$	280
Supplemental disclosure of cash flow information
	Cash paid for interest		$	-	$	70
	Cash paid for income taxes		$	202	$	402
Non-cash financing transactions
	Right of use asset and operating lease liability recognized during the period		$	6,384	$	-

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, 2018 included in our Annual Report on Form 10-K filed with the SEC on April 16, 2019. 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 financial statements for the period ended June 30, 2019 are not necessarily indicative of the operating results that may be expected for the full year ending December 31, 2019.

Organization

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”).

Reclassification

Certain reclassifications have been made to conform the prior period’s financial information to the current period’s presentation. These reclassifications had no effect on previously reported net loss or accumulated deficit.

Loss per Share

The Company follows ASC Topic 260 to account for the loss per share. Basic loss per common share calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted loss per common share calculations are determined by dividing net loss by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.

Leases

The Company follows Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), which increased the transparency and comparability about leases

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among entities. Additional ASUs have been issued subsequent to ASU 2016-02 to provide supplementary clarification and implementation guidance for leases related to, among other things, the application of certain practical expedients, the rate implicit in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase options, variable payments that depend on an index or rate and certain transition adjustments. ASU 2016-02 and these additional ASUs are now codified as Accounting Standards Codification Standard 842 - “Leases” (“ASC 842”).  ASC 842 supersedes the lease accounting guidance in Accounting Standards Codification 840 “Leases” (“ASC 840”), and requires lessees to recognize a lease liability and a corresponding lease asset for virtually all lease contracts. It also requires additional disclosures about leasing arrangements.  The Company elected to utilize the “package” of three expedients, as defined in ASC 842, which retain the lease classification and initial direct costs for any leases that existed prior to adoption of the standard. The Company also has elected to not evaluate land easements that existed as of, or expired before, adoption of the new standard. The Company’s Consolidated Financial Statements for the periods prior to the adoption of ASC 842 are not adjusted and are reported in accordance with the Company’s historical accounting policy.  As of the date of implementation on January 1, 2019, the impact of the adoption of ASC 842 resulted in the recognition of a right of use asset and lease payable obligation on the Company’s Consolidated Balance Sheet of $6,384. As the right of use asset and the lease payable obligation were the same upon adoption of ASC 842, there was no cumulative effect impact on the Company’s retained earnings.

Nonemployee Share-Based Payments

On June 20, 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, as part of its ongoing Simplification Initiative. Currently, share-based payments to nonemployees are accounted for under Subtopic 505-50, which significantly differs from the guidance for share-based payments to employees under Topic 718. This ASU supersedes Subtopic 505-50 by expanding the scope of Topic 718 to include nonemployee awards and generally aligning the accounting for nonemployee awards with the accounting for employee awards (with limited exceptions). The amendments specify that Topic 718 applies to all share-based payment transactions where the grantor is acquiring goods or services being used or consumed in its own operations by issuing these awards. They do not apply to share-based payments that are used to effectively provide financing for the grantor/issuer or that are granted in conjunction with selling goods or services to customers as part of a contract which should be accounted for under Topic 606.  This standard went into effect January 1, 2019, and has no impact on our consolidated financial statements.

Note 2Going Concern 

These financial statements have been prepared on a going concern basis.  As of June 30, 2019, the Company had a working capital deficit of $848,843, and had an accumulated deficit of $7,358,283.  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

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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 3Related Party Transactions 

As of June 30, 2019, the Company had notes payable to a related party, R. Samuel Bell, Jr., totaling $291,002 which are non-interest bearing and due on demand. Of the $291,002 in notes payable to R. Samuel Bell, Jr., $50,700 was borrowed during the first half of 2019. As of June 30, 2019, 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.

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 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, 2018.

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.

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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.

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, 2019 and 2018, 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.

Depreciation

Depreciation expense totaled $8,164 during the second quarter of 2018.  There was no depreciation expense in 2019 as all depreciable fixed assets were fully impaired during the third quarter of 2018.

Depreciation expense totaled $16,238 during the first two quarters of 2018.  There was no depreciation expense in 2019 as all depreciable fixed assets were fully impaired during the third quarter of 2018.

Selling, General and Administrative (SG&A) Expenses

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SG&A expenses totaled $23,367 for the period April 1, 2019 through June 30, 2019. During the period under consideration, SG&A expenses primarily consisted of costs associated with payroll, office overhead and professional fees.

SG&A expenses totaled $28,212 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.

Comparing the Company’s activity for the period April 1, 2019 through June 30, 2019 to the activity for the period April 1, 2018 through June 30, 2018, SG&A expenses were consistent and comparable to the prior year.

SG&A expenses totaled $46,598 for the period January 1, 2019 through June 30, 2019. During the period under consideration, SG&A expenses primarily consisted of costs associated with payroll, office overhead and professional fees.

SG&A expenses totaled $56,234 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.

Comparing the Company’s activity for the period January 1, 2019 through June 30, 2019 to the activity for the period January 1, 2018 through June 30, 2018, SG&A expenses were consistent and comparable to the prior year.

Other Income (Expense)

The Company had no Other Income during the period April 1, 2019 through June 30, 2019 or during the same period in the prior year.

The Company had no Other Income during the period January 1, 2019 through June 30, 2019.

The Company had interest expense of $70 during the period January 1, 2018 through June 30, 2018.

Liquidity and Capital Resources

Working Capital                             

		As of June 30, 2019		As of December 31, 2018
Current Assets	$	628	$	628
Current Liabilities	$	849,471	$	796.489
Working Capital Deficit	$	(848,843)	$	(795,861)
Accumulated Deficit	$	(7,358,283)	$	(7,311,685)

Cash Flows

		Six Months Ended June 30, 2019		Six Months Ended June 30, 2018
Cash used in operating activities	$	(50,700)	$	(60,960)
Cash provided by investing activities		-		-
Cash provided by financing activities		50,700		57,760
Net (decrease) in cash	$	-	$	(3,200)

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As of June 30, 2019, our current assets totaling $628 consisted of 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 $849,471 as of June 30, 2019.  As a result, we had a working capital deficit of $848,843.

Current assets for the Company totaled $628 as of December 31, 2018. Current liabilities for the Company totaled $796,489 as of December 31, 2018, which resulted in a working capital deficit of $795,861.

Comparing the working capital deficit at June 30, 2019 to the deficit at December 31, 2018, there was an increase of $52,982 as the deficit increased from $795,861 to $848,843. The biggest contributor to the overall increase was the Company’s additional related party borrowings to fund operations.

On a short-term basis, it is anticipated that the Company’s liquidity needs will be met 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, 2018 balance sheet date, no amounts of receivables were written off.

Historically, 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. For the six months ended June 30, 2019, the Company generated a loss from operations of $46,598 on no sales over the same period. For six months ended June 30, 2018, the Company generated a loss from operations of $72,472, including depreciation expense of $16,238, on no sales 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, 2019, 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).

Historically, our cash flow requirements have been primarily met by equity financings and from operating the Company's biodiesel production facility in Lenoir, NC. 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.

Cash Used In Operating Activities

During the period January 1, 2019 through June 30, 2019, the Company’s cash used in operating activities totaled $50,700. For the same period, the Company’s cash used in operating activities was primarily attributable to making payments on trade payables.

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.

Cash Provided By Investing Activities

During the period January 1, 2019 through June 30, 2019, the Company had no cash flow related to investing activities.

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During the period January 1, 2018 through June 30, 2018, the Company had no cash flow related to investing activities.

Cash Provided By Financing Activities

During the period January 1, 2019 through June 30, 2019, the Company’s cash provided by financing activities totaled $50,700. 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, 2018 through June 30, 2018, the Company’s cash provided by 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.

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

In February 2016, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”) to increase the transparency and comparability about leases among entities. Additional ASUs have been issued subsequent to ASU 2016-02 to provide supplementary clarification and implementation guidance for leases related to, among other things, the application of certain practical expedients, the rate implicit in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase options, variable payments that depend on an index or rate and certain transition adjustments. ASU 2016-02 and these additional ASUs are now codified as Accounting Standards Codification Standard 842 - “Leases” (“ASC 842”).  ASC 842 supersedes the lease accounting guidance in Accounting Standards Codification 840 “Leases” (“ASC 840”), and requires lessees to recognize a lease liability and a corresponding lease asset for virtually all lease contracts. It also requires additional disclosures about leasing arrangements.  The Company elected to utilize the “package” of three expedients, as defined in ASC 842, which retain the lease classification and initial direct costs for any leases that existed prior to adoption of the standard. The Company also has elected to not evaluate land easements that existed as of, or expired before, adoption of the new standard. The Company’s Consolidated Financial Statements for the periods prior to the adoption of ASC 842 are not adjusted and are reported in accordance with the Company’s historical accounting policy.  As of the date of implementation on January 1, 2019, the impact of the adoption of ASC 842 resulted in the recognition of a right of use asset and lease payable obligation on the Company’s Consolidated Balance Sheets of $6,384. As the right of use asset and the lease payable obligation were the same upon adoption of ASC 842, there was no cumulative effect impact on the Company’s retained earnings.

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On June 20, 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, as part of its ongoing Simplification Initiative. Currently, share-based payments to nonemployees are accounted for under Subtopic 505-50, which significantly differs from the guidance for share-based payments to employees under Topic 718. This ASU supersedes Subtopic 505-50 by expanding the scope of Topic 718 to include nonemployee awards and generally aligning the accounting for nonemployee awards with the accounting for employee awards (with limited exceptions). The amendments specify that Topic 718 applies to all share-based payment transactions where the grantor is acquiring goods or services being used or consumed in its own operations by issuing these awards. They do not apply to share-based payments that are used to effectively provide financing for the grantor/issuer or that are granted in conjunction with selling goods or services to customers as part of a contract which should be accounted for under Topic 606.  The adoption did not have an impact on our consolidated financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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, 2019.  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, 2019.

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

14

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 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

15

None.

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 

3.1Articles of Incorporation (1) 

3.2Bylaws (1) 

31.1Section 302 Certification of CEO* 

31.2Section 302 Certification of Principal Financial Officer * 

32.1Section 906 Certification of CEO* 

32.2Section 906 Certification of Principal Financial Officer* 

*filed herewith

(1) Incorporated by reference to the Form S-1 registration statement filed on June 30, 2008.

16

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, 2019

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)

17

EX-31.1

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, 2019 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, 2019		/s/ R. Samuel Bell, Jr.
				R. Samuel Bell, Jr., CEO

EX-31.2

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, 2019 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, 2019	/s/ Eric Norris.
		Eric Norris, Vice President, Finance (Principal Financial Officer)

EX-32.1

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, 2019, 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 14^th day of August, 2019.

/s/ R. Samuel Bell, Jr.

R. Samuel Bell, Jr., CEO

EX-32.2

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, 2019, 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 14^th day of August, 2019.

/s/ Eric Norris

Eric Norris, Vice President, Finance

(Principal Financial Officer)

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2019	Aug. 14, 2019
Registrant CIK	0001423325
Fiscal Year End	--12-31
Registrant Name	Incoming, Inc.
SEC Form	10-Q
Period End date	Jun. 30, 2019
Tax Identification Number (TIN)	42-1768468
Filer Category	Non-accelerated Filer
Current with reporting	Yes
Interactive Data Current	Yes
Shell Company	false
Small Business	true
Emerging Growth Company	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-53616
Entity Incorporation, State or Country Code	NV
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
Amendment Flag	false
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q2
Common Class A
Number of common stock shares outstanding		31,774,332
Common Class B
Number of common stock shares outstanding		1,980,000

XML

CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Current Assets
Cash	$ 0	$ 0
Accounts receivable, trade, net	228	228
Other current assets	400	400
Total current assets	628	628
Total Assets	7,012	628
Right of use asset	6,384	0
Current Liabilities
Accounts payable	188,964	193,066
Accrued liabilities	88,205	88,205
Accounts payable - related parties	274,916	274,916
Operating lease liability	6,384	0
Related party debt - short-term	291,002	240,302
Total current liabilities	849,471	796,489
Total Liabilities	849,471	796,489
Capital stock $.001 par value; 200,000,000 shares authorized
Additional paid in capital	6,482,070	6,482,070
Accumulated deficit	(7,358,283)	(7,311,685)
Total Stockholders' Deficit	(842,459)	(795,861)
Total Liabilities and Stockholders' Deficit	7,012	628
Convertible Class B
Capital stock $.001 par value; 200,000,000 shares authorized
Capital stock $.001 par value; 200,000,000 shares authorized;	1,980	1,980
Class A Common Stock
Capital stock $.001 par value; 200,000,000 shares authorized
Capital stock $.001 par value; 200,000,000 shares authorized;	31,774	31,774
Total Stockholders' Deficit	$ 31,774	$ 31,774

XML

CONSOLIDATED BALANCE SHEETS - Parenthetical - $ / shares	Jun. 30, 2019	Dec. 31, 2018
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

XML

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Operating expenses
Depreciation	$ 0	$ 8,164	$ 0	$ 16,238
Selling, General, and Administrative Expenses	23,367	28,212	46,598	56,234
Loss from Operations	(23,367)	(36,376)	(46,598)	(72,472)
Other income (expense)
Interest expense	0	0	0	(70)
Total other income (expense)	0	0	0	(70)
Net Loss	$ (23,367)	$ (36,376)	$ (46,598)	$ (72,542)
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	$ (0.01)	$ (0.02)	$ (0.02)	$ (0.04)
Weighted Average Number of Shares Outstanding, Basic and Diluted	1,980,000	1,980,000	1,980,000	1,980,000

XML

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)	Class A Common Stock	Class B Common Stock	Additional Paid-in Capital	Retained Earnings	Total
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2017	$ 31,774	$ 1,980	$ 6,482,070	$ (6,935,447)	$ (419,623)
Shares, Outstanding, Beginning Balance at Dec. 31, 2017		1,980,000
Net Loss	0	$ 0	0	(36,166)	(36,166)
Stockholders' Equity Attributable to Parent, Ending Balance at Mar. 31, 2018	31,774	$ 1,980	6,482,070	(6,971,613)	(455,789)
Shares, Outstanding, Ending Balance at Mar. 31, 2018		1,980,000
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2017	31,774	$ 1,980	6,482,070	(6,935,447)	(419,623)
Shares, Outstanding, Beginning Balance at Dec. 31, 2017		1,980,000
Net Loss					(72,542)
Stockholders' Equity Attributable to Parent, Ending Balance at Jun. 30, 2018	31,774	$ 1,980	6,482,070	(7,007,989)	(492,165)
Shares, Outstanding, Ending Balance at Jun. 30, 2018		1,980,000
Stockholders' Equity Attributable to Parent, Beginning Balance at Mar. 31, 2018	31,774	$ 1,980	6,482,070	(6,971,613)	(455,789)
Shares, Outstanding, Beginning Balance at Mar. 31, 2018		1,980,000
Net Loss	0	$ 0	0	(36,376)	(36,376)
Stockholders' Equity Attributable to Parent, Ending Balance at Jun. 30, 2018	31,774	$ 1,980	6,482,070	(7,007,989)	(492,165)
Shares, Outstanding, Ending Balance at Jun. 30, 2018		1,980,000
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2018	31,774	$ 1,980	6,482,070	(7,311,685)	(795,861)
Net Loss	0	0	0	(23,231)	(23,231)
Stockholders' Equity Attributable to Parent, Ending Balance at Mar. 31, 2019	31,774	$ 1,980	6,482,070	(7,334,916)	(819,092)
Shares, Outstanding, Ending Balance at Mar. 31, 2019		1,980,000
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2018	31,774	$ 1,980	6,482,070	(7,311,685)	(795,861)
Net Loss					(46,598)
Stockholders' Equity Attributable to Parent, Ending Balance at Jun. 30, 2019	31,774	$ 1,980	6,482,070	(7,358,283)	(842,459)
Shares, Outstanding, Ending Balance at Jun. 30, 2019		1,980,000
Stockholders' Equity Attributable to Parent, Beginning Balance at Mar. 31, 2019	31,774	$ 1,980	6,482,070	(7,334,916)	(819,092)
Shares, Outstanding, Beginning Balance at Mar. 31, 2019		1,980,000
Net Loss	0	$ 0	0	(23,367)	(23,367)
Stockholders' Equity Attributable to Parent, Ending Balance at Jun. 30, 2019	$ 31,774	$ 1,980	$ 6,482,070	$ (7,358,283)	$ (842,459)
Shares, Outstanding, Ending Balance at Jun. 30, 2019		1,980,000

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Cash Flows from operating Activities
Net loss	$ (46,598)	$ (72,542)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation	0	16,238
Changes in operating assets and liabilities
Prepaid expenses	0	3,821
Accounts payable	(4,102)	(8,433)
Accrued expenses	0	(44)
Net cash used in operating activities	(50,700)	(60,960)
Cash flows from investing activities
Proceeds from sale of equipment	0	0
Net cash provided by investing activities	0	0
Cash flows from financing activities
Proceeds from related party debt	50,700	59,450
Payments on short-term debt	0	(1,690)
Net cash provided by financing activities	50,700	57,760
Net decrease in cash for the period	0	(3,200)
Cash at beginning of period	0	3,480
Cash at end of period	0	280
Supplemental disclosure of cash flow information
Cash paid for interest	0	70
Cash paid for income taxes	202	402
Non-cash financing transactions
Right of use asset and operating lease liability recognized during the period	$ 6,384	$ 0

XML

Note 1 Basis of Presentation, Organization, and Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2019

Notes

Note 1 Basis of Presentation, Organization, and Summary of Significant Accounting Policies

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, 2018 included in our Annual Report on Form 10-K filed with the SEC on April 16, 2019. 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 financial statements for the period ended June 30, 2019 are not necessarily indicative of the operating results that may be expected for the full year ending December 31, 2019.

Organization

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”).

Reclassification

Certain reclassifications have been made to conform the prior period’s financial information to the current period’s presentation. These reclassifications had no effect on previously reported net loss or accumulated deficit.

Loss per Share

The Company follows ASC Topic 260 to account for the loss per share. Basic loss per common share calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted loss per common share calculations are determined by dividing net loss by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.

Leases

The Company follows Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), which increased the transparency and comparability about leases

among entities. Additional ASUs have been issued subsequent to ASU 2016-02 to provide supplementary clarification and implementation guidance for leases related to, among other things, the application of certain practical expedients, the rate implicit in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase options, variable payments that depend on an index or rate and certain transition adjustments. ASU 2016-02 and these additional ASUs are now codified as Accounting Standards Codification Standard 842 - “Leases” (“ASC 842”).  ASC 842 supersedes the lease accounting guidance in Accounting Standards Codification 840 “Leases” (“ASC 840”), and requires lessees to recognize a lease liability and a corresponding lease asset for virtually all lease contracts. It also requires additional disclosures about leasing arrangements.  The Company elected to utilize the “package” of three expedients, as defined in ASC 842, which retain the lease classification and initial direct costs for any leases that existed prior to adoption of the standard. The Company also has elected to not evaluate land easements that existed as of, or expired before, adoption of the new standard. The Company’s Consolidated Financial Statements for the periods prior to the adoption of ASC 842 are not adjusted and are reported in accordance with the Company’s historical accounting policy.  As of the date of implementation on January 1, 2019, the impact of the adoption of ASC 842 resulted in the recognition of a right of use asset and lease payable obligation on the Company’s Consolidated Balance Sheet of $6,384. As the right of use asset and the lease payable obligation were the same upon adoption of ASC 842, there was no cumulative effect impact on the Company’s retained earnings.

Nonemployee Share-Based Payments

On June 20, 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, as part of its ongoing Simplification Initiative. Currently, share-based payments to nonemployees are accounted for under Subtopic 505-50, which significantly differs from the guidance for share-based payments to employees under Topic 718. This ASU supersedes Subtopic 505-50 by expanding the scope of Topic 718 to include nonemployee awards and generally aligning the accounting for nonemployee awards with the accounting for employee awards (with limited exceptions). The amendments specify that Topic 718 applies to all share-based payment transactions where the grantor is acquiring goods or services being used or consumed in its own operations by issuing these awards. They do not apply to share-based payments that are used to effectively provide financing for the grantor/issuer or that are granted in conjunction with selling goods or services to customers as part of a contract which should be accounted for under Topic 606.  This standard went into effect January 1, 2019, and has no impact on our consolidated financial statements.

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Note 2 Going Concern

6 Months Ended

Jun. 30, 2019

Notes

Note 2 Going Concern

Note 2Going Concern 

These financial statements have been prepared on a going concern basis.  As of June 30, 2019, the Company had a working capital deficit of $848,843, and had an accumulated deficit of $7,358,283.  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.

XML

Note 3 Related Party Transactions

6 Months Ended

Jun. 30, 2019

Notes

Note 3 Related Party Transactions

Note 3Related Party Transactions 

As of June 30, 2019, the Company had notes payable to a related party, R. Samuel Bell, Jr., totaling $291,002 which are non-interest bearing and due on demand. Of the $291,002 in notes payable to R. Samuel Bell, Jr., $50,700 was borrowed during the first half of 2019. As of June 30, 2019, 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.

XML

Note 1 Basis of Presentation, Organization, and Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2019

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, 2018 included in our Annual Report on Form 10-K filed with the SEC on April 16, 2019. 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 financial statements for the period ended June 30, 2019 are not necessarily indicative of the operating results that may be expected for the full year ending December 31, 2019.

Reclassification

Reclassification

Certain reclassifications have been made to conform the prior period’s financial information to the current period’s presentation. These reclassifications had no effect on previously reported net loss or accumulated deficit.

Reclassification

Loss per Share

The Company follows ASC Topic 260 to account for the loss per share. Basic loss per common share calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted loss per common share calculations are determined by dividing net loss by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.

Leases

Leases

The Company follows Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), which increased the transparency and comparability about leases

among entities. Additional ASUs have been issued subsequent to ASU 2016-02 to provide supplementary clarification and implementation guidance for leases related to, among other things, the application of certain practical expedients, the rate implicit in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase options, variable payments that depend on an index or rate and certain transition adjustments. ASU 2016-02 and these additional ASUs are now codified as Accounting Standards Codification Standard 842 - “Leases” (“ASC 842”).  ASC 842 supersedes the lease accounting guidance in Accounting Standards Codification 840 “Leases” (“ASC 840”), and requires lessees to recognize a lease liability and a corresponding lease asset for virtually all lease contracts. It also requires additional disclosures about leasing arrangements.  The Company elected to utilize the “package” of three expedients, as defined in ASC 842, which retain the lease classification and initial direct costs for any leases that existed prior to adoption of the standard. The Company also has elected to not evaluate land easements that existed as of, or expired before, adoption of the new standard. The Company’s Consolidated Financial Statements for the periods prior to the adoption of ASC 842 are not adjusted and are reported in accordance with the Company’s historical accounting policy.  As of the date of implementation on January 1, 2019, the impact of the adoption of ASC 842 resulted in the recognition of a right of use asset and lease payable obligation on the Company’s Consolidated Balance Sheet of $6,384. As the right of use asset and the lease payable obligation were the same upon adoption of ASC 842, there was no cumulative effect impact on the Company’s retained earnings.

Nonemployee Share-Based Payments

Nonemployee Share-Based Payments

On June 20, 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, as part of its ongoing Simplification Initiative. Currently, share-based payments to nonemployees are accounted for under Subtopic 505-50, which significantly differs from the guidance for share-based payments to employees under Topic 718. This ASU supersedes Subtopic 505-50 by expanding the scope of Topic 718 to include nonemployee awards and generally aligning the accounting for nonemployee awards with the accounting for employee awards (with limited exceptions). The amendments specify that Topic 718 applies to all share-based payment transactions where the grantor is acquiring goods or services being used or consumed in its own operations by issuing these awards. They do not apply to share-based payments that are used to effectively provide financing for the grantor/issuer or that are granted in conjunction with selling goods or services to customers as part of a contract which should be accounted for under Topic 606.  This standard went into effect January 1, 2019, and has no impact on our consolidated financial statements.

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Note 1 Basis of Presentation, Organization, and Summary of Significant Accounting Policies (Details)	6 Months Ended
	Jun. 30, 2019
Details
Entity Incorporation, Date of Incorporation	Dec. 22, 2006

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Note 1 Basis of Presentation, Organization, and Summary of Significant Accounting Policies: Leases (Details) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Details
Right of use asset	$ 6,384	$ 0

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Note 2 Going Concern (Details) - USD ($)	6 Months Ended
	Jun. 30, 2019	Dec. 31, 2018
Details
Working capital deficiency	$ (848,843)
Accumulated deficit	$ (7,358,283)	$ (7,311,685)

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Note 3 Related Party Transactions (Details) - USD ($)	Jun. 30, 2019	Dec. 31, 2018
Related party debt - short-term	$ 291,002	$ 240,302
Outstanding payables	274,916	$ 274,916
R. Samuel Bell, Jr
Related party debt - short-term	291,002
Due to Related Parties, Current	50,700
Green Valley Bio Fuels
Outstanding payables	$ 274,916