Attached files
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
INCOMING,
INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
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333-152012
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42-1768468
|
|
(State
or other jurisdiction of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
|
6719
Investment holding companies, except banks
|
0001423325
|
|
|
(Standard
Industrial Classification)
|
(Central
Index Key)
|
244
5th
Avenue, Suite V235
New
York, NY 10001
(Address
of principal executive offices, including zip code)
(917)
210-1074
(Registrant's
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
With
a copy to:
Andrew
J. Befumo, Esq.
Befumo
& Schaeffer, PLLC
2020
Pennsylvania Avenue #840
Washington,
DC 20006
Approximate
Date of Commencement of Proposed Sale to Public: As soon as practicable after
the effective date of this Registration Statement.
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the
following box: x
If this
Form is filed to register additional securities for an offering pursuant to Rule
462 (b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. o
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. o
If this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
|
Large
accelerated filer
|
o
|
Accelerated
filer
|
o
|
|
|
Non-accelerated
filer
|
o
|
Smaller
Reporting Company
|
x
|
(Do not
check if a smaller reporting company)
Calculation
of Registration Fee
|
Title
of Each Class of Securities to be Registered
|
Amount
to be Registered
|
Proposed
Maximum Offering Price Per Unit
|
Proposed
Maximum Aggregate Offering Price
|
Amount
of Registration Fee (1)
|
|
Common
Stock
|
2,000,000
|
$1.00
|
$2,000,000
|
$142.60
|
(1)
Estimated solely for the purposes of calculating the registration fee under Rule
457.
The
registrant hereby amends this registration statement on such date or dates as
may be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this registration shall
thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933 or until the registration statement shall become effective on such
date as the Securities and Exchange Commission, acting pursuant to said Section
8(a), may determine.
2
PROSPECTUS
Incoming,
Inc.
Shares
of Common Stock
100,000
Minimum - 2,000,000 Maximum
This is a
public offering of up to 2,000,000 shares of $0.001 Par Value Common Stock of
Incoming, Inc. (“Incoming” the “Company” or the “Registrant”). The Company is
offering up to 2,000,000 shares of common stock (the “Shares”) under this
Prospectus (The offering of the Shares may be referred to herein as
the “Offering.”)
Offering
of the Company Shares
The
Company Shares are being offered on a best efforts basis by Ephren Taylor, our
president and director, in a direct public offering, without any involvement of
underwriters or broker-dealers. Our director will not receive any commissions or
proceeds from the offering for selling shares on our behalf. The
offering price of the Company Shares is $1.00 per share. In the event that
100,000 shares are not sold within 180 days, at our sole discretion, we may
extend the offering for an additional 90 days. In the event that 100,000 shares
are not sold within the 180 days, or within the additional 90 days if extended,
all money received by us will be promptly returned to you without interest or
deduction of any kind. If at least 100,000 shares are sold within 180 days, or
within the additional 90 days, if extended, all money received by us will be
retained by us and there will be no refund. Funds will be held in a separate
account at Bank of America, 1680 Broadway, New York, NY 10019. The foregoing
account is not an escrow, trust or similar account. It is merely a separate
account under our control where we will segregate your funds.
There is
no minimum purchase requirement and there are no arrangements to place the funds
in an escrow, trust or similar account.
Investing
in our common stock involves risks. See “Risk Factors” starting at Page
9.
|
Offering
Price
|
Expenses
|
Proceeds
to Us
|
||||||||||
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Per
Share – minimum
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$ | 1.00 | $ | 0.60 | $ | 0.40 | ||||||
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Per
Share – maximum
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$ | 1.00 | $ | 0.20 | $ | 0.80 | ||||||
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Minimum
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$ | 100,000 | $ | 60,000 | $ | 40,000 | ||||||
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Maximum
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$ | 2,000,000 | $ | 400,000 | $ | 1,600,000 | ||||||
The
difference between the “Offering Price” and the “Proceeds to Us” is $60,000 if
the minimum amount of shares are sold in this offering. The
difference between the “Offering Price” and the
3
“Proceeds
to Us” is $400,000 if the maximum number of shares are sold in this
offering. The expenses per share would be adjusted according to the
offering amounts between the minimum and maximum. The expenses will be paid to
unaffiliated third parties for expenses connected with this offering. The
expenses will be paid from current funds on hand, and initial proceeds of this
offering once the minimum subscription has been reached.
The
information in this prospectus is not complete and may be changed. We may not
sell these securities until the registration statement filed with the Securities
and Exchange Commission is effective. This prospectus is not an offer to sell
these securities and it is not soliciting an offer to buy these securities in
any state where the offer or sale is not permitted.
Neither
the US Securities and Exchange Commission nor any state securities commission
has approved or disapproved of these securities or passed upon the adequacy or
accuracy of the prospectus. Any representation to the contrary is a criminal
offense.
Our
common stock is quoted on the Over-the-Counter Bulletin Board (“OTCBB”) and
trades under the symbol “ICNN.” On January 8, 2010, the closing price
of the common stock, as quoted on the OTCBB, was $0.95.
The date
of this prospectus is January __, 2010.
4
Table
of Contents
Dealer
Prospectus Delivery Obligation
Until 180
days after the effective date of this Prospectus, all dealers that effect
transactions in these securities, whether or not participating in this offering,
may be required to deliver a prospectus. This is in addition to the dealers'
obligation to deliver a prospectus when acting as underwriters and with respect
to their unsold allotments or subscriptions.
5
Prospectus Summary
The
following summary highlights selected information contained in this prospectus.
This summary does not contain all the information that may be important to you.
You should read the more detailed information contained in this prospectus,
including but not limited to, the “Risk Factors” beginning on page
9. References to “we,” “us,” “our,” “Incoming,” or the “Company”
refers to Incoming, Inc. unless the context indicates another
meaning.
Cautionary
Note Regarding Forward-Looking Statements
This
prospectus contains forward-looking statements that involve assumptions, and
describe our future plans, strategies, and expectations. Such statements are
generally identifiable by use of the words
“may,” “will,” “should,” “expect,”
“anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of
these words or other variations on these words or comparable terminology. These
statements are expressed in good faith and based upon a reasonable basis when
made, but there can be no assurance that these expectations will be achieved or
accomplished.
Such
forward-looking statements include statements regarding, among other things, (a)
the potential markets for our products, our potential profitability, and cash
flows (b) our growth strategies, (c) anticipated trends in our industry, (d) our
future financing plans and (e) our anticipated needs for working capital. This
information may involve known and unknown risks, uncertainties, and other
factors that may cause our actual results, performance, or achievements to be
materially different from the future results, performance, or achievements
expressed or implied by any forward-looking statements. These statements may be
found under “Management's Plan of Operation” and “Description of Our Business
and Properties,” as well as in this prospectus generally. Actual events or
results may differ materially from those discussed in forward-looking statements
as a result of various factors, including, without limitation, the risks
outlined under “Risk Factors” and matters described in this prospectus
generally. In light of these risks and uncertainties, there can be no
assurance that the forward-looking statements contained in this filing will in
fact occur. In addition to the information expressly required to be included in
this filing, we will provide such further material information, if any, as may
be necessary to ensure that the required statements, in light of the
circumstances under which they are made, are not misleading.
Although
forward-looking statements in this report reflect the good faith judgment of our
management, forward-looking statements are inherently subject to known and
unknown risks, business, economic and other risks and uncertainties that may
cause actual results to be materially different from those discussed in these
forward-looking statements. Readers are urged not to place undue reliance on
these forward-looking statements, which speak only as of the date of this
report. We assume no obligation to update any forward-looking statements in
order to reflect any event or circumstance that may arise after the date of this
report, other than as may be required by applicable law or regulation. Readers
are urged to carefully review and consider the various disclosures made by us in
our reports filed with the Securities and Exchange Commission which attempt to
advise interested parties of the risks and factors that may affect our business,
financial condition, results of operation and cash flows. If one or more of
these
6
risks or
uncertainties materialize, or if the underlying assumptions prove incorrect, our
actual results may vary materially from those expected or
projected.
Our Company
Incoming,
Inc, was incorporated in the State of Nevada, United States of America, on
December 22, 2006. Its fiscal year end is November 30. Until July 31,
2009, the Company was engaged in the distribution of American Urban Streetwear
and Hip Hop clothing labels in the Eastern European market. We have since
revised our business plan to reflect our new focus as a diversified brand
acceleration firm. Our goal is to identify growth opportunities
and innovative business models and invest our resources to transform successful
companies into international brands.
Our
business strategy entails participation in a multitude of ventures—by
acquisition or joint venture—including, but not limited to, the areas of
technology, media/entertainment, energy, and direct response related
industries.
Our
company philosophy is to identify profitable concepts, projects, patents, or
companies for strategic acquisition, and then take them to the next level,
generating an above-average rate of return. Our target acquisitions will consist
of firms compatible with this investment philosophy. After being incubated
within our organization, and upon reaching a sustained level of growth, we will
move to place the enhanced company up for merger or acquisition.
Our
target acquisitions include both domestic (United States) firms as well as those
in developing international growth markets.
Our
selection process entails evaluating opportunities based on several critical
criteria. First, the opportunity must have a mass market, available
resources, and be in a profitable industry. Second, the opportunity
will preferably be in a chaotic, unconsolidated market. Finally, the
opportunity must already be profitable or capable of being quickly turned into a
profitable operation.
Our
acquisitions will, in turn, benefit from our critical organizational
relationships in marketing, finance, and technology, which we will leverage to
accelerate the growth of our target acquisitions and supply them with a
significant competitive advantage.
As of
August 31, 2009, we have generated $10,576 in revenues, and have incurred
$78,416 in losses since our inception on December 22, 2006, and have relied upon
the sale of our securities in unregistered and registered private placement
transactions and loans and cash advances from our former President, Mr. Yury
Nesterov, and our current president, Ephren Taylor, to fund our operations. We
are a development-stage company and do not expect to generate sufficient revenue
to sustain operation during the next twelve months. Consequently, we will
continue to depend on additional financing in order to maintain our operations
and continue with our corporate activities. Based on these uncertainties, our
independent auditors included additional
7
comments
in their report on our financial statements for the period from inception
(December 22, 2006) to November 30, 2008, indicating concerns about our ability
to continue as a going concern.
Our
financial statements contain additional note disclosures describing the
circumstances that led to the “going concern” disclosure by our independent
auditors. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
This
offering and any investment in our common stock involves a high degree of risk.
If we are unable to generate significant revenue, we may be obliged to cease
business operations due to lack of funds. We face many challenges to continue
operations, including our lack of operating history, lack of revenues to date,
and the losses we have incurred to date.
Our
principal executive offices are located at 244 5th
Avenue, Suite V235, New York, NY 10001, and our telephone number at that address
is (917) 210-1074.
The
Offering
Following
is a brief summary of this offering:
|
Securities
being offered:
|
100,000
shares of common stock minimum and 2,000,000 shares of common stock
maximum, par value $0.001 per share
|
|
Offering
price per share:
|
$1.00
|
|
Offering
period:
|
The
shares are being offered for a period not to exceed 270
days
|
|
Net
proceeds to us:
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Approximately
$40,000 assuming the minimum number of shares is sold
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|
Approximately
$1,600,000 assuming the maximum number of shares is
sold
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|
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Use
of Proceeds:
|
We
will use the proceeds to pay for administrative expenses, the
implementation of our business plan, and general working
capital.
|
|
Number
of shares outstanding before the offering:
|
8,570,000
as of August 31, 2009
10,764,000 (as
of January 8, 2010 )
|
|
Number
of shares outstanding after the offering if all of the shares are
sold
|
10,864,000
(if minimum number if shares are sold)
12,764,000
(if maximum number if shares are
sold)
|
Selected
Financial Data
The
following financial information summarizes the more complete historical
financial information at the end of this Prospectus. The summary information
below should be read in
8
conjunction
with “Management's Discussion and Analysis of Financial Condition and Results of
Operations” and the audited financial statements and notes thereto included
elsewhere in this prospectus.
Income
Statement Data
|
Nine
Months Ended Aug 31, 2009
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Nine
Months Ended Aug 31, 2008
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|||||||
|
Revenue
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$ | 7,052 | $ | 3,524 | ||||
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General
and Administrative Expenses
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$ | 7,787 | $ | 4,897 | ||||
|
Net
Loss
|
$ | 45,577 | $ | 17,112 | ||||
As of
August 31, 2009, we had a working capital deficiency of $6,995 and accumulated
losses of $78,416 since inception.
Risk Factors
An investment in our common stock is
speculative and involves a high degree of risk and uncertainty. You should
carefully consider the risks described below, together with the other
information contained in this document, including the financial statements and
notes thereto of our Company, before deciding to invest in our common stock. The
risks described below are not the only risks facing our Company. Additional
risks not presently known to us or that we presently consider immaterial may
also adversely affect our Company. If any of the following risks occur, our
business, financial condition and results of operations, and the value of our
common stock could be materially and adversely affected.
RISKS
RELATED TO OUR BUSINESS
Our Business Plan
Requires the Availability and Acquisition of Currently Unidentified Business
Opportunities. Our current subsidiaries have no or minimal
operations, and we have currently not identified any substantial business
opportunities. The success of our business plan requires us to
identify and exploit a diverse array of business opportunities. There
is no assurance that we will acquire a
favorable business opportunity. Even if we
should become involved in a business opportunity, there is no
assurance that it will generate
revenues or profits, or that
the market price of our common stock
will be increased thereby. Failure to identify exploitable opportunities will
have a substantial negative impact on out business.
Need For
Additional Financing. The acquisition of suitable business interests may
require substantial additional financing. Failure to obtain
sufficient financing, or financing on terms acceptable to the Company, may delay
or prevent the Company from exploiting business opportunities. The only source
of funds now available to the Company is through the sale of debt or equity
capital, or entering into joint ventures or other strategic alliances in which
the funding
9
sources
could become entitled to an interest in properties or projects the Company may
obtain. Additional financing may not be available when needed, or if
available, the terms of such financing might not be favorable to the
Company. Pursuit of business opportunities through the issuance of
equity may cause substantial dilution to existing shareholders. If
financing involves the issuance of debt, the terms of the agreement governing
such debt could impose restrictions on the Company’s business
operations. Failure to raise capital when needed would have a material
adverse effect on the Company’s business, financial condition, and results of
operations.
Impracticability
of Exhaustive Investigation. Our limited financial resources
may make it impracticable to conduct a complete and exhaustive
investigation and analysis of a business opportunity
before we commit our capital or other resources thereto. Management
decisions, therefore, will likely be made without detailed feasibility studies,
independent analysis, market surveys and the like which, if we had more funds
available to us, would be desirable. We will be particularly
dependent upon information provided by the promoter, owner, sponsor, or others
associated with the business opportunity seeking our
participation. A significant portion of our
available funds may be
expended for investigative expenses and other
expenses related to preliminary aspects of completing an acquisition
transaction, whether or not any business opportunity investigated is
eventually acquired.
Lack of
Diversification. Our limited financial resources may prevent
diversification of our acquisitions or operations. The inability to
diversify our activities into several unrelated areas may subject us to economic
fluctuations within a particular business, industry or market segment, and
therefore increase risks associated with our operations.
Reliance upon
Financial Statements. We generally will require
audited financial statements from acquisition candidates. Given cases
where audited financials are not available, we may have to rely upon unaudited
interim period information received from target companies' management. The lack
of independent verification provided by audited financial statements
increases the risk that our Company will not have full and accurate information
about
the financial condition and operating history
of the target company. This risk increases the prospect that the acquisition of
such a company might prove to be unfavorable for the Company or
the holders of our securities.
Indemnification
of Officers and Directors. Our by-laws provide for the indemnification of
Company directors, officers, employees, and agents, and under certain
circumstances, against attorney's fees and other expenses incurred by them in
any
litigation to which they become a party arising from their
association with or activities on behalf of the
Company. The Company may also bear the expenses of
litigation for any of its directors, officers,
employees, or agents, upon such person's promise to repay
the Company therefore if it is ultimately determined that any such person shall
not have been entitled to indemnification. This
indemnification policy could result in substantial expenditures by the Company
which it will be unable to recoup.
The Company
relies on its management and key personnel. The Company relies
heavily on its existing management. The Company does not maintain “key man”
insurance. Recruiting and retaining qualified personnel is critical to the
Company's success, and competition for the
10
services
of such persons is intense. As the Company's business activities
grow, it may require additional key financial, administrative and technical
personnel skilled in the areas of our various acquisitions. Although
the Company believes that it will be successful in attracting and retaining
qualified personnel, there can be no assurance of such success. The
failure to attract such personnel could have a material adverse effect on the
Company's business, prospects, financial conditions and results of
operations.
Dependence
upon Outside Advisors. The Company may
be required to employ accountants, technical experts, appraisers, attorneys, or
other consultants or advisors to help further the Company’s business
plan. The selection of any such advisors will be made by the
Company's officers and directors without any input
from stockholders. Furthermore, it is anticipated that
such advisors may be engaged on an “as needed” basis without a continuing
fiduciary or other obligation to the Company.
Leveraged
Transactions. There is a possibility that any acquisition of a business
opportunity by the Company may be leveraged, i.e., the Company may finance the
acquisition of the business opportunity by borrowing against the assets of the
business opportunity to be acquired, or against
the projected future revenues or profits of the business
opportunity. This could increase the Company's exposure to larger
losses. A business opportunity acquired through a leveraged transaction is
profitable only if it generates enough revenues to cover
the related debt
and expenses. Failure to make payments on the debt
incurred to purchase the business opportunity could result
in the loss of a portion or all of the
assets acquired. There is no assurance that any business
opportunity acquired through a leveraged transaction will
generate sufficient revenues to cover the related debt and
expenses.
Competition. The
search for potentially profitable business
opportunities is intensely competitive. We expect to be at
a disadvantage when competing
with many firms that have substantially greater financial and
management resources and capabilities than we do. These competitive
conditions may exist in any industry in which the Company may become
interested.
RISKS
RELATED TO CORPORATE AND STOCK MATTERS
Acquisitions May
Result in Substantial Dilution. We may consider one or more
acquisitions in which we
would issue as consideration for the
business opportunity to be acquired an amount of
our common stock that
would, upon issuance, represent a
large percentage of voting power and equity of the Company. Such an acquisition
would substantially dilute the position of our current
shareholders.
Inactive Public
Market Exists. The public market for our common
stock has been inactive and no assurance can be given that an active market will
develop or that any shareholder will be able
to liquidate his
investment without considerable delay, if
at all. If an active market should develop, the price may be highly
volatile. Factors such as those discussed in this “Risk Factors”
section may have a significant impact upon the market price of the securities
offered hereby. Owing to the low price of the securities, many
brokerage firms may not be willing to
effect transactions in the securities. Even if
a purchaser finds a broker willing to effect
a transaction
11
in these
securities, the combination of brokerage
commissions, state transfer taxes, if any, and any other
selling costs may exceed the
selling price. Furthermore, many lending institutions will
not permit the use of such securities as collateral for
loans.
No Foreseeable
Dividends. We have not paid dividends on our common stock and
do not anticipate paying such dividends in the foreseeable future.
The trading price
for the Company’s common shares can be volatile. Securities of micro- and
small-cap companies have experienced substantial volatility in the past, often
based on factors unrelated to the financial performance or prospects of the
companies involved. These factors include macroeconomic developments in North
America and globally and market perceptions of the attractiveness of particular
industries. The Company's share price is also likely to be significantly
affected by short-term changes in its financial condition or results of
operations as reflected in its quarterly earnings reports. Other factors
unrelated to the Company's performance that may have an effect on the price of
its common shares include the following: the extent of analytical coverage
available to investors concerning the Company's business may be limited if
investment banks with research capabilities do not follow the Company's
securities; the lessening in trading volume and general market interest in the
Company's securities may affect an investor's ability to trade significant
numbers of common shares; and the size of the Company's public float may limit
the ability of some institutions to invest in the Company's
securities. As a result of any of these factors, the market price of
the Company’s common shares at any given point in time may not accurately
reflect the Company's long-term value.
A large
portion of our common stock is controlled
by a small number of shareholders. A large
portion of our common stock is held by a small number of shareholders. As a
result, these shareholders are able to influence the outcome of shareholder
votes on various matters, including the election of directors and extraordinary
corporate transactions including business combinations. In addition, the
occurrence of sales of a large number of shares of our common stock, or the
perception that these sales could occur, may affect our stock price and could
impair our ability to obtain capital through an offering of equity securities.
Furthermore, the current ratios of ownership of our common stock reduce the
public float and liquidity of our common stock which can in turn affect the
market price of our common stock.
We may be subject
to “penny stock” regulations. The
Securities and Exchange Commission, or SEC, has adopted rules that regulate
broker-dealer practices in connection with transactions in “penny stocks.” Penny
stocks generally are equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the NASDAQ system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system). Penny stock rules require a broker-dealer, prior to a transaction in a
penny stock not otherwise exempt from those rules, to deliver a standardized
risk disclosure document prepared by the SEC, which specifies information about
penny stocks and the nature and significance of risks of the penny stock market.
A broker-dealer must also provide the customer with bid and offer quotations for
the penny stock, the compensation of the broker-dealer, and our sales person in
the transaction, and monthly account statements indicating the market value of
each penny stock held in the customer's account. In
12
addition,
the penny stock rules require that, prior to a transaction in a penny stock not
otherwise exempt from those rules, the broker-dealer must make a special written
determination that the penny stock is a suitable investment for the purchaser
and receive the purchaser's written agreement to the transaction. These
disclosure requirements may have the effect of reducing the trading activity in
the secondary market for stock that becomes subject to those penny stock rules.
These additional sales practice and disclosure requirements could impede the
sale of our securities. Whenever any of our securities become subject to the
penny stock rules, holders of those securities may have difficulty in selling
those securities.
Other Regulation. An acquisition made
by our Company may be of a business that is subject to regulation or licensing
by federal, state, or local authorities. Compliance with
such regulations and licensing can be expected to
be a time-consuming, expensive process and may limit other investment
opportunities of our Company.
Use Of Proceeds
Our
offering is being made on a $100,000 minimum $2,000,000 maximum
self-underwritten basis. The table below sets forth the use of
proceeds if $100,000 (i.e. gross proceeds of the minimum offering) or $2,000,000
(i.e. gross proceeds of the maximum offering) is raised in this
offering.
| $ | 100,000 | $ | 2,000,000 | |||||
|
Gross
proceeds
|
$ | 100,000 | $ | 2,000,000 | ||||
|
Offering
expenses
|
$ | 60,000 | $ | 400,000 | ||||
|
Net
proceeds
|
$ | 40,000 | $ | 1,600,000 |
The net
proceeds will be used as follows:
|
Marketing
|
$ | 15,000 | $ | 300,000 | ||||
|
Travel
expenses
|
$ | 10,000 | $ | 200,000 | ||||
|
Acquisitions
|
$ | - | $ | 700,000 | ||||
|
General
and administrative
|
$ | 15,000 | $ | 400,000 | ||||
|
TOTAL
|
$ | 40,000 | $ | 1,600,000 |
Offering
expenses consist of: (1) legal services, (2) accounting fees, (3) fees due the
transfer agent, (4) printing expenses, and (5) filing fees.
In
addition to the operating expenses outlined above, the proceeds of our offering
will be used for strategic acquisitions to add several new brands to the
Company’s portfolio, for the acquisition of new office space, and the retaining
of industry expertise to further Company growth. The remaining
proceeds will be used to market our acquired brands via radio,
13
television,
and Internet marketing. These marketing efforts will be in line with
our investment strategy of generating a sufficient return on
investment.
We may
rely on loans from our president and director, Ephren Taylor to continue our
operations; however, there are no assurances that our directors will provide us
with any additional funds. Currently, we do not have any arrangements for
additional financing. If we are not able to obtain needed financing, we may have
to cease operations.
“General
and Administrative Costs” include costs related to operating our office. These
costs include rent, telephone service, mail, stationery, accounting, acquisition
of office equipment and supplies, costs of paying an administrative assistant,
expenses of filing reports with the Securities and Exchange Commission, and
general working capital.
Determination of Offering Price
The price
of the shares we are offering was arbitrarily determined in order for us to
raise up to a total of $2,000,000 in this offering. The offering price bears no
relationship whatsoever to our assets, earnings, book value or other criteria of
value. Among the factors considered were:
|
|
·
|
Our
lack of operating history
|
|
|
·
|
The
proceeds to be raised by the
offering
|
|
|
·
|
The
amount of capital to be contributed by purchasers in this offering in
proportion to the amount of stock to be retained by our existing
shareholders; and
|
|
|
·
|
Our
relative cash requirements
|
Dilution of the Price per Share
Dilution
represents the difference between the offering price and the net tangible book
value per share immediately after completion of this offering. Net tangible book
value is the amount that results from subtracting total liabilities and
intangible assets from total assets. Dilution arises mainly as a
result of our arbitrary determination of the offering price of the shares being
offered. Dilution of the value of the shares you purchase is also a
result of the lower book value of the shares held by our existing
stockholders.
As of
August 31, 2009, the net tangible book value of our shares of common stock was a
deficit of $(6995) or approximately $(0.00) per share based upon 8,570,000
shares outstanding.
If
the maximum number of shares are sold:
Upon
completion of this offering, in the event all of the shares are sold, and based
on the August 31, 2009, financial statements the net tangible book value of the
10,570,000 shares to be outstanding will be $1,593,005, or approximately $0.15
per share. The amount of dilution to the shareholders acquiring shares in this
offering will be $0.65 per share. The net tangible book value of the shares held
by our existing shareholder will be increased by $0.15 per share
without
14
any
additional investment on their part. The shareholders acquiring shares in this
offering will incur an immediate dilution from $0.80 per share to $0.15 per
share.
After
completion of this offering, if 2,000,000 shares are sold, the shareholders
acquiring shares in this offering will own approximately 18.92% of the total
number of shares outstanding shares for which the shareholders acquiring shares
will have made cash investment of $2,000,000, or $1.00 per share. Our existing
shareholders will own approximately 81.08% of the total number of shares then
outstanding, for which they have made contributions of cash of $71,421 based on
the August 31, 2009 stock subscriptions of 8,570,000 shares
outstanding.
The
Company issued 2,194,000 shares between August 31, 2009 and November 30,
2009. The company has not included the shares in this presentation as
the November 30, 2009 financial statements have not been released as of the date
of this filing.
If
the minimum number of the shares is sold:
Upon
completion of this offering, in the event the minimum amount of the shares are
sold, and based on the August 31, 2009 financial statements, the net tangible
book value of the 8,670,000 shares to be outstanding will be $33,005 or
approximately $ 0.0038 per share. The amount of dilution to the shareholders
acquiring shares in this offering will be $ 0.3962 per share. The net tangible
book value of the shares held by our existing stockholders will be increased by
$0.0046 per share without any additional investment on their part. The
shareholders acquiring shares in this offering will incur an immediate dilution
from $0.40per share to $ 0.0038 per share.
After
completion of this offering, if 100,000 shares are sold, the shareholders
acquiring shares in this offering will own approximately 1.15% of the total
number of shares outstanding for which the shareholders acquiring shares will
have made cash investment of $100,000, or $1.00 per share. Our
existing stockholders will own approximately 98.85% of the total number of
shares then outstanding, for which they have made contributions of cash,
totaling $71,421.
The
Company issued 2,194,000 shares between August 31, 2009 and November 30,
2009. The company has not included the shares in this presentation as
the November 30, 2009 financial statements have not been released as of the date
of this filing.
The
following tables compare the differences of investment in our shares to the
stockholders acquiring shares in this offering with investment in our shares of
our existing stockholders.
Existing
stockholders if all of the shares are sold:
|
Price
per share
|
$ | 0.01 | ||
|
Net
tangible book value per share before offering
|
$ | (0.0000 | ) | |
|
Net
tangible book value per share after offering
|
$ | 0.1507 | ||
|
Increase
to present stockholders in net tangible book value per share after
offering
|
$ | 0.1515 |
15
|
Capital
contributions
|
$ | 71,421 | ||
|
Number
of shares outstanding before the offering
|
8,570,000 | |||
|
Number
of shares after offering held by existing stockholders
|
10,570,000 | |||
|
Percentage
of ownership after offering
|
81.08 | % |
Purchasers
of shares in this offering if all shares sold:
|
Price
per share
|
$ | 1.00 | ||
|
Dilution
per share
|
$ | 0.6493 | ||
|
Capital
contributions
|
$ | 2,000,000 | ||
|
Number
of shares after offering held by public investors
|
10,570,000 | |||
|
Percentage
of ownership after offering
|
18.92 | % |
Existing
stockholders if the minimum number of shares sold:
|
Price
per share
|
$ | 0.01 | ||
|
Net
tangible book value per share before offering
|
$ | (0.0000 | ) | |
|
Net
tangible book value per share after offering
|
$ | 0.0038 | ||
|
Increase
to present stockholders in net tangible book value per share after
offering
|
$ | 0.0046 | ||
|
Capital
contributions
|
$ | 71,421 | ||
|
Number
of shares outstanding before the offering
|
8,570,000 | |||
|
Number
of shares after offering held by existing stockholders
|
8,670,000 | |||
|
Percentage
of ownership after offering
|
98.85 | % |
Purchasers
of shares in this offering if the minimum number of shares sold:
|
Price
per share
|
$ | 1.00 | ||
|
Dilution
per share
|
$ | 0.3962 | ||
|
Capital
contributions
|
$ | 100,000 | ||
|
Number
of shares after offering held by public investors
|
8,670,000 | |||
|
Percentage
of ownership after offering
|
1.15 | % |
The
Company issued 2,194,000 shares between August 31, 2009 and November 30,
2009. The company has not included the shares in this presentation as
the November 30, 2009 financial statements have not been released as of the date
of this filing.
Plan of Distribution; Terms of the Offering
We are
offering 2,000,000 shares of common stock on a self-underwritten basis, 100,000
shares minimum, 2,000,000 shares maximum. The offering price is $1.00
per share. Funds from this offering will be placed in a separate bank account at
Bank of America, 1680 Broadway, New York NY 10019. The funds will be maintained
in the separate bank account until we receive a minimum of $100,000, at which
time we will remove those funds and they will be immediately
16
available
for our use as set forth in the Use of Proceeds section of this
prospectus. This account is not an escrow, trust or similar
account. It is merely a separate account under our control where we
have segregated your funds. Your subscription will only be deposited
in a separate bank account under our name. As a result, if we are
sued for any reason and a judgment is rendered against us, your subscription
could be seized in a garnishment proceeding and you could lose your
investment. Further, if we file a voluntary bankruptcy petition or
our creditors file an involuntary bankruptcy petition, our assets will be seized
by the bankruptcy trustee, including your subscription, and used to pay our
creditors. If that happens, you will lose your investment, even if we
fail to raise the minimum amount in this offering. As a result, there
is no assurance that your funds will be returned to you if the minimum offering
is not reached.
If we do
not receive the minimum amount of $100,000 within 180 days of the effective date
of our registration statement, or within an additional 90 days if we so choose,
all funds will be promptly returned to the shareholders acquiring shares in this
offering without interest and without a deduction of any kind. We will return
your funds to you in the form of a cashier’s check sent certified mail on the
271st
day. During the 180-day period and possible additional 90-day period,
no funds will be returned to the shareholders acquiring shares in this offering.
The shareholders acquiring shares in this offering will only receive a refund of
the subscription if we do not raise a minimum of $100,000 within the 180-day
period referred to above, which could be expanded by an additional 90 days at
our discretion for a total of 270 days.
There are
no finders involved in our distribution. Officers, directors, affiliates or
anyone involved in marketing the shares will not be allowed to purchase shares
in the offering. You will not have the right to withdraw your funds during the
offering. You will only have the right to have your funds returned if we do not
raise the minimum amount of the offering or if there is a material change in the
terms of the offering. The following are material changes that would entitle you
to a refund of your money:
|
·
|
Extension
of the offering period beyond 270
days;
|
|
·
|
Change
in the offering price;
|
|
·
|
Change
in the minimum sales requirement;
|
|
·
|
Change
to allow sales to affiliates in order to meet the minimum sales
requirement;
|
|
·
|
Change
in the amount of proceeds necessary to release the proceeds held in the
separate bank account.
|
We will
sell the shares in this offering through our president and director, Mr. Ephren
Taylor. He will receive no commission from the sale of any shares. He will not
register as a broker-dealer under Section 15 of the Securities Exchange Act of
1934 in reliance upon Rule 3a4-1. Rule 3a4-1 sets forth those conditions under
which a person associated with an issuer may participate in the offering of the
issuer's securities and not be deemed to be a broker-dealer. The conditions are
that:
17
|
|
1.
|
The
person is not statutorily disqualified, as that term is defined in Section
3(a)(39) of the Act, at the time of his participation;
and,
|
|
|
2.
|
The
person is not compensated in connection with his participation by the
payment of commissions or other remuneration based either directly or
indirectly on transactions in
securities;
|
|
|
3.
|
The
person is not at the time of their participation, an associated person of
a broker-dealer; and,
|
|
|
4.
|
The
person meets the conditions of Paragraph (a)(4)(ii) of Rule 3a4-1 of the
Exchange Act, in that he (A) primarily performs, or is intended primarily
to perform at the end of the offering, substantial duties for or on behalf
of the issuer otherwise than in connection with transactions in
securities; and (B) is not a broker or dealer, or an associated person of
a broker or dealer, within the preceding twelve (12) months; and (C) does
not participate in selling and offering of securities for any issuer more
than once every twelve (12) months other than in reliance on Paragraphs
(a)(4)(i) or (a)(4)(iii).
|
Mr.
Taylor is not statutorily disqualified, is not being compensated, and is not
associated with a broker-dealer. He is and will continue to be our president and
director at the end of the offering and has not been during the last twelve
months and is currently not a broker-dealer or associated with a
broker-dealer. He will not participate in selling and offering
securities for any issuer more than once every twelve months.
Only
after our registration statement is declared effective by the Securities and
Exchange Commission (the “SEC”), do we intend to advertise and hold investment
meetings. We will not utilize the Internet to advertise our
offering. Once the registration statement is declared effective, Mr.
Taylor will distribute the prospectus to potential investors at the investment
meetings, to business associates and to his friends and relatives who are
interested in a possible investment in the Company. No shares
purchased in this offering will be subject to any kind of lock-up
agreement.
Management
and affiliates thereof will not purchase shares in this offering to reach the
minimum.
Section
15(G) of the Exchange Act
Our
shares are “penny stocks” covered by Section 15(g) of the Securities Exchange
Act of 1934, as amended, and Rules 15g-1 through 15g-6 promulgated thereunder.
These rules impose additional sales practice requirements on broker-dealers who
sell such securities to persons other than established customers and accredited
investors (generally institutions with assets in excess of $1,000,000 or
individuals with net worth in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 jointly with their spouses). For transactions
covered by the Rule, the broker-dealer must make a special suitability
determination for the purchase and have received the purchaser’s written
agreement to the transaction prior to the sale. Consequently, the
Rule may affect the ability of broker-dealers to sell our securities and also
may affect your ability to resell your shares.
Section
15(g) also imposes additional sales practice requirements on broker-dealers who
sell
18
penny
securities. These rules require a one page summary of certain essential items.
The items include the risk of investing in penny stocks in both public offerings
and secondary marketing; terms important to an understanding of the function of
the penny stock market, such as “bid” and “offer” quotes, a dealers “spread” and
broker-dealer compensation; the broker-dealers duties to its customers,
including the disclosures required by any other penny stock disclosure rules;
the customers rights and remedies in causes of fraud in penny stock
transactions; and, FINRA’s toll free telephone number and the central number of
the North American Administrators Association, for information on the
disciplinary history of broker-dealers and their associated
persons.
Rule
15g-1 exempts a number of specific transactions from the scope of the penny
stock rules.
Rule
15g-2 declares unlawful broker-dealer transactions in penny stocks unless the
broker-dealer has first provided to the customer a standardized disclosure
document.
Rule
15g-3 provides that it is unlawful for a broker-dealer to engage in a penny
stock transaction unless the broker-dealer first discloses and subsequently
confirms to the customer current quotation prices or similar market information
concerning the penny stock in question.
Rule
15g-4 prohibits broker-dealers from completing penny stock transactions for a
customer unless the broker-dealer first discloses to the customer the amount of
compensation or other remuneration received as a result of the penny stock
transaction.
Rule
15g-5 requires that a broker-dealer executing a penny stock transaction, other
than one exempt under Rule 15g-1, disclose to its customer, at the time of or
prior to the transaction, information about the sales persons
compensation.
Rule
15g-6 requires broker-dealers selling penny stocks to provide their customers
with monthly account statements.
The
foregoing rules apply to broker-dealers. They do not apply to us in
any manner whatsoever. The application of the penny stock rules may affect your
ability to resell your shares because many brokers are unwilling to buy, sell or
trade penny stocks as a result of the additional sales practices imposed upon
them.
Regulation
M
We are
subject to Regulation M of the Securities Exchange Act of
1934. Regulation M governs activities of underwriters, issuers,
selling security holders, and others in connection with offerings of
securities. Regulation M prohibits distribution participants and
their affiliated purchasers from bidding for purchasing or attempting to induce
any person to bid for or purchase the securities being
distributed. Our president and director, who will sell the shares, is
aware that he is required to comply with the provisions of Regulation M,
promulgated under the Securities and Exchange Act of 1934, as
amended.
19
Offering
Period and Expiration Date
This
offering will start on the date that this registration statement is declared
effective by the SEC and continue for a period of 180 days, and an additional 90
days, if so elected by our Board of Directors, unless the offering is completed
or otherwise terminated by us.
We will
not accept any money until this registration statement is declared effective by
the SEC.
Procedures
for Subscribing
We will
not accept any money until this registration statement is declared effective by
the SEC. Once the registration statement is declared effective by the
SEC, if you decide to subscribe for any shares in this offering, you
must:
|
|
1.
|
execute
and deliver a subscription agreement;
and
|
|
|
2.
|
deliver
a check or certified funds to us for acceptance or
rejection.
|
All
checks for subscriptions must be made payable to “INCOMING INC.”
Right
to Reject Subscriptions
We have
the right to accept or reject subscriptions in whole or in part, for any reason
or for no reason. Subscriptions for securities will be accepted or rejected
within 48 hours of our receipt. All monies from rejected subscriptions will be
returned immediately by us to the subscriber, without interest or
deductions.
Description Of Securities
Common
Stock
The
authorized capital stock of Incoming, Inc. consists of 75,000,000 shares of
common stock, par value $0.001 per share. The holders of our common
stock:
|
|
·
|
have
equal ratable rights to dividends from funds legally available if and when
declared by our board of directors;
|
|
|
·
|
are
entitled to share ratably in all of our assets available for distribution
to holders of common stock upon liquidation, dissolution or winding up of
our affairs;
|
|
|
·
|
do
not have preemptive, subscription or conversion rights and there are no
redemption or sinking fund provisions or rights;
and
|
|
|
·
|
are
entitled to one non-cumulative vote per share on all matters on which
stockholders may vote.
|
20
Voting
Rights
Each
holder of common stock is entitled to one vote per share on all matters on which
such stockholders are entitled to vote. Since the shares of common stock do not
have cumulative voting rights, the holders of more than fifty percent of the
shares voting for the election of directors can elect all the directors if they
choose to do so, and, in such event, the holders of the remaining shares will
not be able to elect any person to the Board of Directors.
Dividend
Policy
As of the
date of this prospectus, we have not paid any cash dividends to
stockholders. The declaration of any future cash dividend will be at
the discretion of our board of directors and will depend upon our earnings, if
any, our capital requirements and financial position, our general economic
conditions, and other pertinent conditions. It is our present
intention not to pay any cash dividends in the foreseeable future, but rather to
reinvest earnings, if any, in our business operations.
Shares
Eligible for Future Sale
The
2,000,000 shares of common stock registered in this offering will be freely
tradable without restrictions under the Securities Act. No shares held by our
“affiliates” (officers, directors or 10% shareholders) are being registered
hereunder.
Anti-Takeover
Provisions
There are
no Nevada anti-takeover provisions that may have the affect of delaying or
preventing a change in control.
Interest of Named Experts and Counsel
Our
financial statements included in this prospectus and the registration statement
have been audited by Ronald R. Chadwick P.C., Certified Public Accountant, 2851
S Parker Road, Aurora, Colorado 80014, to the extent and for the periods set
forth in their report appearing elsewhere in this document and in the
registration statement filed with the SEC, and are included in reliance upon
such report given upon the authority of said firm as experts in auditing and
accounting.
The law
firm of Befumo & Schaeffer, PLLC, 2020 Pennsylvania Avenue, NW, Suite 840,
Washington, DC 20006, telephone (202) 725-6733 has passed on the legality of the
shares of common stock being sold in this offering.
Information With Respect to the Registrant
Description
of Business
Incoming,
Inc, was incorporated in the State of Nevada, United States of America, on
December 22, 2006. Its fiscal year end is November 30. Neither the
Registrant nor any of its significant subsidiaries have been a party to any
bankruptcy, receivership or similar proceedings. Our
21
principal
executive offices are located at 244 5th
Avenue, Suite V235, New York, NY 10001, and our telephone number at that address
is (917) 210-1074.
Our
business originally focused on distributing American clothing labels in Eastern
Europe to establish American clothing brands in those markets. The Company has
since evolved into a diversified brand acceleration firm. Our
current business plan is to identify growth opportunities and innovative
business models and invest our resources to transform successful companies into
international brands. Our business strategy entails participation in
a multitude of ventures - by acquisition or joint venture - including, but not
limited to, the areas of technology, media/entertainment, energy, and direct
response related industries. Our acquisitions will, in turn, benefit
from our critical organizational relationships in marketing, finance, and
technology, which we will leverage to accelerate the growth of our target
acquisitions and supply them with a significant competitive
advantage.
Our
company philosophy is to identify profitable concepts, projects, patents, or
companies for strategic acquisition, and then take them to the next level,
generating an above-average rate of return. Our target acquisitions will consist
of firms compatible with this investment philosophy. After being incubated
within our organization, and upon reaching a sustained level of growth, we will
move to place the enhanced company up for merger or acquisition. Our
target acquisitions include both domestic (United States) firms as well as those
in developing international growth markets.
Our
selection process entails evaluating opportunities based on several critical
criteria. First, the opportunity must have a mass market, available
resources, and be in a profitable industry. Second, the opportunity
will preferably be in a chaotic, unconsolidated market. Finally, the
opportunity must already be profitable or capable of being quickly turned into a
profitable operation.
Our
acquisitions will, in turn, benefit from our critical organizational
relationships in marketing, finance, and technology, which we will leverage to
accelerate the growth of our target acquisitions and supply them with a
significant competitive advantage. As of the date of this prospectus
the Company has identified and acquired interests in two organizations: the
National Association of Professional Minorities (the “NAPM”); and Pentrose, LLC
(“Pentrose”). As of the date of this prospectus neither the NAPM nor
Pentrose have any significant operations or assets.
The
National Association of Professional Minorities
The
Registrant acquired 100% interest in the NAPM on September 30,
2009. The NAPM is a social networking platform for minority business
professionals. The acquisition of the NAPM resulted in the NAPM
becoming a wholly owned subsidiary of the Registrant. The NAPM will provide
seminars, podcasts, webinars, keynote speeches, educational tools, and fosters
career development skills that enable members to achieve both personal and
career success. The primary business goal of NAPM is to tap
into the current multi-billion dollar social networking market, and the
as-of-yet untapped market of professional minorities (non-industry specific)
through the development of an online directory.
22
The NAPM
plans to disseminate information about services and products through direct
mailings to current and potential members, as well as through a strong web
presence including a comprehensive website, emails and advertising on other
social networking platforms.
The NAPM
is currently in the early developmental stage of building its new website which
will provide information to potential members as well as house members-only
areas. Using the website, members will be able to connect with professionals in
a variety of industries, exchange business ideas and suggestions and access
important educational tools, as well as receive information on special news and
events for NAPM. The NAPM website will be launched in two phases, the first will
be primarily informational to establish an online presence, spark interest
amongst the professional minority community and provide a place to gather
additional profiles for the NAPM database. The second phase will be the full,
comprehensive website as outlines above. The launch for phase one of the website
is currently scheduled for Q1 of 2010.
The size
of the current social networking industry has tripled in less than 5 years. With
social networking platforms reaching revenue streams of more than $3 Billion in
2009 alone, we believe the effective marketing of tomorrow’s business leaders
will rely heavily on web presence and integration of social network media in a
company’s marketing strategy.
The
NAPM’s chief competitor is LinkedIn, an interconnected network of experienced
professionals from around the world, representing 170 industries and 200
countries. The goal of LinkedIn is to enable members to find, be
introduced to, and collaborate with qualified professionals that the members
need to work with to accomplish their goals. In Q3 of 2009 LinkedIn
reported an increase of membership to approx 53 million internationally, with 45
million members in the US market alone. In addition to raising over $100 Million
since its launch in 2003, LinkedIn recently partnered with Twitter, Inc. The
partnership is expected to rapidly increase LinkedIn’s membership and revenue in
Q1 of 2010.
While the
median age of LinkedIn users in 2009 was estimated to be approximately 39 yrs
old, the NAPM will target a younger generation of tech and social networking
savvy clientele. Also, by operating within a niche market of minority
professionals (LinkedIn does not target a particular group within the
professional community), NAPM will not only stay competitive within the field of
social networking, but will define the operating terms within its sector of
professionals.
Pentrose,
LLC
The
Registrant acquired a fifty percent ownership interests in Pentrose on November
11, 2009. Pentrose is a full-service media agency specializing in the
information-marketing sector. The Pentrose business plan is to turn personal
brands into profitable businesses, developing related products, increasing
production value, providing call center and fulfillment facilities and doing
media buys on local and national television networks.
Pentrose
will market its services primarily through active networking and client word of
mouth. Services and product marketing on behalf of clients will be via
television broadcast (direct
23
response
marketing), print and publishing deals, and online tools such as social
networks, websites, podcasts and other online broadcasting methods.
Direct
response marketing is currently estimated to be a two trillion dollar industry.
Unlike typical marketing tools, direct-response enables marketers to create a
bridge between themselves and their consumers, whereby consumers are able to
directly contact the marketer in response to targeted broadcast media. Direct
response provides apparent, measurable results that can be tracked to allow
marketers to instantly adjust strategies in response to customer
feedback.
Pentrose’
chief competitor is Guthy-Renker, one of the world's largest direct response
television companies. Established in 1988, Guthy-Renker has averaged
a 25% annual growth over the last 10 years, and current sales exceed $1.5
billion per year.
Pentrose
will position itself as more than a direct-response marketing company through
the integration of production relationships, branding capabilities and the
eventual goal of offering a full range of advertising agency
services.
Description
Of Property
We do not
hold ownership or leasehold interest in any property.
Legal
Proceedings
There are
no known material pending legal proceedings, other than ordinary routine
litigation incidental to the business, to which the Registrant or any of its
subsidiaries is a party or of which any of their property is the subject, and
there are no such proceedings known to be contemplated by governmental
authorities.
Market
Price of and Dividends on the Registrant's Common Equity and Related Stockholder
Matters
Registrant’s
Common Stock is traded on the Over-the-Counter Bulletin Board (“OTCBB”) under
the symbol “ICNN.” As of January 8, 2010, the stock was trading at a
market price of $0.95; however, the Company’s common stock is thinly
traded with a limited market. The closing price of $0.95 was from the
last reported sale date of January 8, 2010.
Selected
Financial Data
We are a
smaller reporting company as defined by Rule 229.10(f)(1) and are not required
to provide the information required by this item.
24
Supplementary
Financial Information
We are a
smaller reporting company as defined by Rule 229.10(f)(1) and are not required
to provide the information required by this item.
Management’s Discussion and Analysis of
Financial Condition and Results of Operations
Liquidity
and Capital Resources
The
Company is currently dependent on loans from its directors, officers, or
friendly shareholders. The Company has an outstanding debenture of
$100,000 with interest payable of $25,000 due on or before January 18,
2010. Management intends to secure financing to refinance this
debt.
Our
director, Ephren Taylor, has agreed to provide additional financing up to
$250,000 over the next 6 months to fund additional
operations. However, there is no written agreement between the
Company and Mr. Taylor. On November 11, 2009 Ephren Taylor provided a
non-interested bearing loan of $50,000.
There are
no significant industry trends that may affect the operations of the
Company. This is due to the fact the Company is mostly reliant on
strategic acquisitions for growth of the Company. Once the Company
secures the required minimum capital the Company will start to make strategic
acquisitions according to the stated plan.
The
Company has no off-balance sheet arrangements that have or are reasonably likely
to have a current or future effect on the Registrant’s finan
cial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to investors.
On
November 6, 2009, the Company dismissed Ronald R. Chadwick, P.C. (“Chadwick”) as
its independent registered public accounting
firm.
Chadwick
reviewed the Company’s unaudited financial statements for the quarter ended
August 31, 2009, and audited financial statements for the two fiscal years ended
November 30, 2008 and November 30, 2007.
The
financial statements that Chadwick reviewed did not contain any adverse opinion
or a disclaimer of opinion, was not qualified or modified as to uncertainty,
audit scope or accounting principles. At no time during the period that Chadwick
was the Company's certifying accountant were there any disagreements with the
Company on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements,
25
if not
resolved to the satisfaction of Chadwick, would have caused Chadwick to make
reference to the subject matter of such disagreements in connection with its
report on the Company's financial statements.
The
decision to change accountants was recommended and approved by the Company’s
Board of Directors on November 6, 2009.
Effective
November 6, 2009, the Company engaged Malone & Bailey, P.C. (“Malone &
Bailey”) as the Company’s independent registered public accounting
firm.
Quantitative
and Qualitative Disclosures about Market Risk
We are a
smaller reporting company as defined by Rule 229.10(f)(1) and are not required
to provide the information required by this item.
Directors and Executive Officers
Our
executive officers and directors and their respective ages as of the date of
this prospectus are as follows:
|
Name
|
Age
|
Position
|
|
Ephren
W. Taylor II
|
27
|
President,
Director
|
|
Andrew
J. Befumo
|
46
|
Director
|
The
directors will serve as directors until our next annual shareholder meeting or
until a successor is elected who accepts the position. Directors are elected for
one-year terms. Officers hold their positions at the will of the Board of
Directors, absent any employment agreement. There are no
arrangements, agreements or understandings between non-management shareholders
and management under which non-management shareholders may directly or
indirectly participate in or influence the management of Incoming's
affairs.
Ephren
W. Taylor II, President and Director
Mr.
Taylor has been a successful businessman since his teen years, building a
multi-million dollar technology company, GoFerretGo.com, by age 17. In
2006 Mr. Taylor became Chief Executive Officer of City Capital Corporation,
making him the youngest African American CEO of any publicly traded corporation
to date. While at City Capital Corporation, Taylor started the Goshen Energy
initiative, which focuses on producing alternative energy specializing in
biofuels.
Mr.
Taylor has an extensive background in startup firms from tech to real estate,
and has helped start, fund and lead companies to profitability. Mr. Taylor is a
dynamic public speaker, author and business consultant. He has worked closely
with corporations and entities such as CitiGroup, Sprint, Target, Wal-Mart, Air
National Guard and city municipalities
26
Andrew
J. Befumo, Director
Mr.
Befumo holds a law degree from the College of William and Mary and a Bachelor of
Science degree from the Pennsylvania State University. He served as
Director of Legal Affairs for Xcelplus International, Inc. from March 2006 until
November 2006. After leaving Xcelplus, Mr. Befumo worked for Belmont
Partners, LLC as General Counsel. Mr. Befumo is a partner in the law
firm of Befumo & Schaeffer, PLLC, which specializes primarily in Federal
Securities Law. Mr. Befumo has a comprehensive and diverse background
encompassing business, legal and technical vocations. He is a member
in good standing of the District of Columbia Bar, and is also licensed to
practice before the United States Patent and Trademark
Office.
Neither
Ephren W. Taylor II nor Andrew Befumo has during the past five years been
involved in any of the following proceedings:
|
1.
|
any
bankruptcy petition filed by or against any business of which such person
was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that
time;
|
|
2.
|
any
conviction in a criminal proceeding or being subject to a pending criminal
proceeding (excluding traffic violations and other minor
offenses);
|
|
3.
|
being
subject to any order, judgment, or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining, barring, suspending or otherwise limiting his
involvement in any type of business, securities or banking activities;
or
|
|
4.
|
being
found by a court of competent jurisdiction (in a civil action), the SEC or
the Commodity Futures Trading Commission to have violated a federal or
state securities or commodities law, and the judgment has not been
reversed, suspended or vacated.
|
Executive Compensation
There are
no formal written employment arrangements in place. We do not have any
agreements or understandings that would change the terms of compensation during
the course of the year.
27
The table
below shows what we have paid to our directors since our inception on December
22, 2006 through Aug 31, 2009.
Summary
Compensation Table
|
Annual
Compensation
|
Long
Term Compensation
|
|||||||
|
Awards
|
Payouts
|
|||||||
|
Name & Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Other Annual
Compensation
($)
|
Restricted
Stock
Awards
($)
|
Securities
Underlying
Options/SARs
($)
|
LTIP
Payouts
($)
|
All Other
Compensation
($)
|
|
Y.
Nesterov,
President, CEO, Director |
12-22-06
(inception) to
11-30-07 |
0
|
0
|
0
|
0
|
0
|
0
|
|
|
12-01-07
to 11-30-08
|
0
|
0
|
$1,000
(1)
|
0
|
0
|
0
|
0
|
|
|
12-01-08
to 07-31-09
|
0
|
0
|
$2,000
(1)
|
0
|
0
|
0
|
0
|
|
|
E.
Djafarova,
Secretary, Treasurer, CFO |
12-22-06
(inception) to
11-30-07 |
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
12-01-07
to 11-30-08
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
|
12-01-08
to 07-31-09
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
|
Elaina
Watley,
President, Director |
07-31-09
to 09-14-09
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
Aaron
West, CEO,
Director |
07-31-09
to 09-14-09
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
Ephren
W. Taylor, II,
President, Director |
09-14-09
to present
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
Andrew
J. Befumo, Director
|
11-30-09
to present
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
|
(1)
|
The
Company’s former president, Yury Nesterov, provided management services to
the Company as per a written arrangement with the Company. During the
period ended November 30, 2007, the Company paid $2,000 for management
services. During the fiscal year ended November 30, 2008, the Company paid
$1,000 for management services.
|
28
Compensation
Committee Interlocks and Insider Participation
The
Company’s Board of Directors does not have a compensation committee, and no
member of the Company’s Board of Directors has performed functions equivalent to
a compensation committee. During the year ending November 30,
2008, none of our executive officers served as a member of the board of
directors or the compensation committee, or committee performing an equivalent
function, of any other entity that had one or more of its executive officers
serving as a member of our board of directors or compensation
committee.
Security Ownership of Certain Beneficial Owners and
Management
The
following table sets forth the ownership, as of December 2, 2009 of our common
stock by each of our directors, and by all executive officers and directors as a
group, and by each person known to us who is the beneficial owner of more than
5% of any class of our securities. As of January 12, 2010 there were 10,764,000
common shares issued and outstanding. To the best of our knowledge, all persons
named have sole voting and investment power with respect to the shares, except
as otherwise noted.
|
Title
of Class
|
Name
of Beneficial Owner
|
Amount
and Nature of Beneficial Ownership
|
Percent
of Class Before Offering
|
Percent
of Class After Offering with Minimum Number of Shares Sold
|
Percent
of Class After Offering with Maximum Number of Shares
Sold
|
|
Common
|
Aaron
West
|
3,000,000
|
27.87
%
|
26.63%
|
4.94%
|
|
Common
|
Elaina
Watley
|
1,500,000
|
13.94
%
|
13.32%
|
2.47%
|
|
Common
|
Ephren
Taylor, President & Director
|
500,000
|
4.65%
|
4.44%
|
0.82%
|
|
Andrew
Befumo, Director
|
0
|
--
|
--
|
--
|
|
|
All
Officers and Directors as a Group
|
500,000
|
4.65%
|
4.44%
|
0.82%
|
29
Certain Relationships and Related Transactions
The
former President of the Company, Yury Nesterov, provided management services to
the Company. During the nine- months ended August 30, 2009 management
services of $2,000 were charged to operations. For the year ended
November 30, 2007, Yury Nesterov provided management services to The Company
totaling $2,000 that was charged to operations.
The
former president of the company provided loans to the company totaling $19,000
and interest payable of $1,393. During the nine-months ended August
31, 2009, this amount was settled and recorded as additional paid in
capital. An additional loan of $5,000 payable to Yury Nesterov of
$5,000 which bears interest of 6%. The new president provided $25
cash to open a bank account and a non-interest bearing loan of $50,000. As of
November 30, 2009 the company had related party payables of $55,100 which
represent loans of $5,000 from Yury Nesterov plus $75 accrued interest, and
$50,025 of loans from the new president Ephren Taylor. The
non-interest loan from Ephren Taylor records imputed interest at 4.5% and
records the imputed interest as income.
On
November 30, 2009, Andrew Befumo was appointed as a director of the
Company. Mr. Befumo is a partner in the law firm Befumo &
Schaeffer, PLLC, which serves as the Company’s legal counsel. Befumo
& Schaeffer, PLLC provides up to 20 hours of legal services per month for
Registrant for a flat rate of $4,000. Services in excess of 20 hours
per month are billed at a rate of $275 per hour. Mr. Befumo does not
receive any compensation for his role as director of the Company and there are
no other agreements between Registrant and Mr. Befumo.
Except
for the foregoing, neither our directors and officers, nor any proposed nominee
for election as a director, nor any person who beneficially owns, directly or
indirectly, shares carrying more than 10% of the voting rights attached to all
of our outstanding shares, nor any promoter, nor any relative or spouse of any
of the foregoing persons has any material interest, direct or indirect, in any
transaction since our incorporation or in any
presently proposed transaction which, in either case, has
or will materially affect us.
30
Our
management is involved in other business activities and may, in the future
become involved in other business opportunities. If a specific
business opportunity becomes available, such persons may face a conflict in
selecting between our business and their other business interests. In
the event that a conflict of interest arises at a meeting of our directors, a
director who has such a conflict will disclose his interest in a proposed
transaction and will abstain from voting for or against the approval of such
transaction.
Director
Independence
Under
NASDAQ rule 4200(a)(15), a director is not considered to be independent if he or
she is also an executive officer or employee of the corporation. Our
director, Ephren W. Taylor is our president, and our director, Andrew J. Befumo,
is our counsel. As a result, we do not have any independent
directors.
Promoters
and Certain Control Persons
On July
31, 2009, Elaina Watley and Aaron West acquired control of Registrant as
follows: Aaron West acquired from Yury Nesterov a total 3,000,000 restricted
shares of common stock of the Registrant for a total price of Twenty Thousand
Dollars ($20,000); and Elaina Watley acquired from Elena Djafarova a total
of 1,500,000 restricted shares of common stock of the Registrant for a
total price of Ten Thousand Dollars ($10,000). The change in control
was the result of privately negotiated transactions. Neither Ms.
Watley nor Mr. West received anything of value directly or indirectly from
Registrant, and there are no assets that were acquired or are to be acquired by
Registrant from Ms. Watley or Mr. West.
31
Disclosure
of Commission Position Of Indemnification For Securities Act
Liabilities
Our
directors and officers are indemnified as provided by the Nevada Revised
Statutes and our Bylaws. We have been advised that in the opinion of the
Securities and Exchange Commission indemnification for liabilities arising under
the Securities Act is against public policy as expressed in the Securities Act,
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities is asserted by one of our directors, officers, or
controlling persons in connection with the securities being registered, we will,
unless in the opinion of our legal counsel the matter has been settled by
controlling precedent, submit the question of whether such indemnification is
against public policy to court of appropriate jurisdiction. We will then be
governed by the court's decision.
Additional
Information
We have
filed with the Commission a registration statement on Form S-1 under the 1933
Act with respect to the securities offered by this prospectus. This prospectus,
which forms a part of the registration statement, does not contain all the
information set forth in the registration statement, as permitted by the rules
and regulations of the Commission. For further information with respect to the
Company and the securities offered by this prospectus, reference is made to the
registration statement.
Statements
contained in this prospectus as to the contents of any contract or other
document that we have filed as an exhibit to the registration statement are
qualified in their entirety by reference to the to the exhibits for a complete
statement of their terms and conditions. The registration statement and other
information may be read and copied at the Commission's Public Reference Room at
100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on
the operation of the Public Reference Room by calling the Commission at:
1-800-SEC-0330. The Commission maintains a web site at
http://www.sec.gov that contains reports, proxy and information statements, and
other information regarding issuers that file electronically with the
Commission.
Indemnification
of Directors and Officers
Under our
Articles of Incorporation and Bylaws of the corporation, we may indemnify an
officer or director who is made a party to any proceeding, including a lawsuit,
because of his/her position, if he/she acted in good faith and in a manner
he/she reasonably believed to be in our best interest. We may advance expenses
incurred in defending a proceeding. To the extent that the officer or director
is successful on the merits in a proceeding as to which he/she is to be
indemnified, we must indemnify him/her against all expenses incurred, including
attorney's fees. With respect to a derivative action, indemnity may be made only
for expenses
32
actually
and reasonably incurred in defending the proceeding, and if the officer or
director is judged liable, only by a court order. The indemnification is
intended to be to the fullest extent permitted by the laws of the State of
Nevada.
Recent Sales of Unregistered Securities
On
November 27, 2007, the Company completed an offering of 4,500,000 shares of its
common stock, par value $0.001 per share to its previous directors, Yury
Nesterov (3,000,000) and Elena Djafarova (1,500,000). The total
amount received from this offering was $4,500.
The
Company completed this offering pursuant to Regulation S of the Securities
Act.
The
offers, sales, and issuances of the securities described below on September 10,
2009, September 30, 2009 and October 26, 2009, were deemed to be exempted from
registration under the Securities Act of 1933 (the “Securities Act”) in reliance
on Rule 506 Section 4(2) of the Securities Act in that the issuance of
securities to the recipients did not involve a public offering. Appropriate
legends were affixed to the securities issued in these transactions. Each of the
recipients of securities in these transactions was either an accredited investor
or was provided the information specified in paragraph (b)(2) of Rule 502 of the
Securities Act.
On
September 10, 2009, the Company issued a total of 1,000,000 shares of its common
stock, par value $0.001 for services rendered, said services having an aggregate
value of $1,000. The shares were issued as follows: 250,000
shares to Ephren Taylor; 250,000 shares to Reich Brothers Inc.; 250,000 shares
to Victoria Cucciniello; and 250,000 shares to Victor AbiJaoudi.
On
September 30, 2009, the Company entered into an agreement with the National
Association of Professional Minorities, a limited liability company organized
and existing under the laws of New Jersey (“NAPM”), and all of the members of
the NAPM, (collectively the “NAPM Members”) whereby the NAPM members
collectively exchanged 100% interest in the NAPM for 1,000,000 shares of the
Company’s common stock, par value $ 0.001 per share. NAPM held
$20,000 in cash assets that were acquired in the transaction. In addition to the
issuance of 1,000,000 shares, the NAPM members received as consideration options
to purchase a total of 2,000,000 additional common shares of the
Company. The options have an exercise price of $0.50 per share, shall
be fully vested as of the five year anniversary of the options’ issuance and
shall expire on the fifteenth anniversary of the options’
issuance. The shares and options were issued as follows: 250,000
shares and 500,000 options to Ephren Taylor; 216,700 shares and 433,400 options
to Guy Avivi; 216,700 shares and 433,400 options to Eyal Avivi; 100,000 shares
and 200,000 options to Richard Cuccinello; 108,300 shares and 216,600 options to
David Gutman; and 108,300 shares and 216,600 options to Joseph
DiCostanzo.
On
October 26, 2009, the Company sold to Roger B. Spencer, 80,000 shares of common
stock at $0.50 per share for cash totaling $40,000; the Company sold to Jeremy
Kyle Manzay, 14,000 shares of common stock at $0.50 per share for cash totaling
$7,000; the Company sold to Suneel Anand, 100,000 shares of common stock at
$0.050 per share for cash totaling $50,000.
33
Exhibits and Financial Statement Schedules
Financial
Statements
INCOMING,
INC.
(A
Development Stage Company)
FINANCIAL
STATEMENTS
August
31, 2009
(Unaudited)
34
(A
Development Stage Company)
BALANCE
SHEETS
|
August
31,
|
November
30,
|
|||||||
|
2009
|
2008
|
|||||||
|
(Unaudited)
|
(Audited)
|
|||||||
|
ASSETS
|
||||||||
|
Current
assets
|
||||||||
|
Cash
|
$ | 1,166 | $ | 932 | ||||
|
Cash
restricted (escrow)
|
- | 9,387 | ||||||
| - | - | |||||||
|
Total
current assets
|
1,166 | 10,319 | ||||||
|
Property
and equipment, net
|
- | 1,003 | ||||||
|
Total
assets
|
$ | 1,166 | $ | 11,322 | ||||
|
LIABILITIES &
STOCKHOLDERS’EQUITY
|
||||||||
|
Current
liabilities
|
||||||||
|
Accounts
payable and accrued liabilities
|
$ | 3,136 | $ | 13,889 | ||||
|
Due
to related parties
|
5,025 | 5,630 | ||||||
|
Notes
payable related parties
|
- | 10,742 | ||||||
|
Escrow
– share subscriptions
|
- | 9,400 | ||||||
|
Total
current liabilities
|
8,161 | 39,661 | ||||||
|
Capital
stock $0.001 par value;
|
||||||||
|
75,000,000
shares authorized;
|
||||||||
|
8,570,000
shares issued and outstanding
(November
30, 2008 – 4,500,000)
|
8,570 | 4,500 | ||||||
|
Additional
paid in capital
|
62,851 | - | ||||||
|
Deficit
accumulated during the development stage
|
(78,416 | ) | (32,839 | ) | ||||
|
Total
Stockholders’ Equity
|
(6,995 | ) | (28,339 | ) | ||||
|
Total
Liabilities and Stockholders’ Equity
|
$ | 1,166 | $ | 11,322 | ||||
(A
Development Stage Company)
STATEMENTS
OF OPERATIONS
(Unaudited)
|
Three
Months
|
Three
Months
|
Nine
Months
|
Nine
Months
|
December
22, 2006
|
||||||||||||||||
|
Ended
|
Ended
|
Ended
|
Ended
|
(Inception)
Through
|
||||||||||||||||
|
August
31,
2009
|
August
31,
2008
|
August
31,
2009
|
August
31,
2008
|
August
31,
2009
|
||||||||||||||||
|
Sales
|
$ | - | $ | 3,524 | $ | 7,052 | $ | 3,524 | $ | 10,576 | ||||||||||
|
Cost
of goods sold
|
- | 2,358 | 4,723 | 2,358 | 7,081 | |||||||||||||||
|
Gross
profit
|
- | 1,166 | 2,329 | 1,166 | 3,495 | |||||||||||||||
|
Expenses:
|
||||||||||||||||||||
|
Amortization
|
$ | 50 | $ | 44 | $ | 200 | $ | 133 | $ | 377 | ||||||||||
|
Accounting
and audit fees
|
5,550 | 3,000 | 14,050 | 8,000 | 28,550 | |||||||||||||||
|
Consulting
|
- | - | 5,000 | - | 5,000 | |||||||||||||||
|
General
and administrative
|
401 | 825 | 7,787 | 4,897 | 16,566 | |||||||||||||||
|
Legal
|
4,000 | - | 4,000 | 520 | 4,520 | |||||||||||||||
|
Management
|
- | - | 2,000 | 1,000 | 6,000 | |||||||||||||||
|
Organization
costs
|
- | - | - | - | 530 | |||||||||||||||
|
Rent
|
544 | 544 | 2,176 | 2,022 | 5,436 | |||||||||||||||
|
Transfer
agent
|
550 | 300 | 12,041 | 1,197 | 13,538 | |||||||||||||||
| 11,095 | 4,713 | 47,254 | 17,769 | 80,517 | ||||||||||||||||
|
Loss
from operations
|
(11,095 | ) | (3,547 | ) | (44,925 | ) | (16,603 | ) | (77,022 | ) | ||||||||||
|
Other
income (expense)
|
||||||||||||||||||||
|
Interest
expense
|
(292 | ) | (171 | ) | (652 | ) | (509 | ) | (1,394 | ) | ||||||||||
|
Income
(loss) before provision for income tax
|
(11,387 | ) | (3,718 | ) | (45,577 | ) | (17,112 | ) | (78,416 | ) | ||||||||||
|
Provision
for income tax
|
- | - | - | - | - | |||||||||||||||
|
Net
income (loss)
|
$ | (11,387 | ) | $ | (3,718 | ) | $ | (45,577 | ) | $ | (17,112 | ) | $ | (78,416 | ) | |||||
|
Net
income (loss) per share
|
$ | (0.01 | ) | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.01 | ) | ||||||||
|
Weighted
average number of common shares outstanding
|
8,570,000 | 4,500,000 | 8,063,869 | 4,500,000 | ||||||||||||||||
(A
Development Stage Company)
STATEMENTS
OF CASH FLOWS
(Unaudited)
|
Nine
Months
|
Nine
Months
|
December
22, 2006
|
||||||||||
|
Ended
|
Ended
|
(Inception)
Through
|
||||||||||
|
August
31,
2009
|
August
31,
2008
|
August
31,
2009
|
||||||||||
|
Cash
Flows From Operating Activities:
|
||||||||||||
|
Net
income (loss)
|
$ | (45,577 | ) | $ | (17,112 | ) | $ | (78,416 | ) | |||
|
Adjustment
to reconcile net income to net cash provided by (used for) operating
activities:
|
||||||||||||
|
Amortization
|
200 | 133 | 377 | |||||||||
|
Accounts
receivable
|
- | (3,524 | ) | - | ||||||||
|
Accounts
payable and accrued liabilities
|
(10,753 | ) | 6,927 | 3,136 | ||||||||
|
Accounts
payable related parties
|
6,025 | 600 | 11,655 | |||||||||
|
Net
cash provided by (used for) operating activities
|
(50,105 | ) | (12,976 | ) | (63,248 | ) | ||||||
|
|
||||||||||||
|
Cash
Flows From Investing Activities
|
||||||||||||
|
Purchase
of fixed assets
|
- | - | (1,180 | ) | ||||||||
|
Net
cash provided by (used for) investing activities
|
- | - | (1,180 | ) | ||||||||
|
Cash
Flows From Financing Activities:
|
||||||||||||
|
Loan
payable - related party
|
9,652 | 508 | 20,394 | |||||||||
|
Proceeds
from issuance of common stock
|
40,700 | - | 45,200 | |||||||||
|
Cash
restricted (escrow)
|
9,387 | - | - | |||||||||
|
Escrow
liability – share subscriptions
|
(9,400 | ) | - | - | ||||||||
|
Net
cash provided by (used for) financing activities
|
50,339 | 508 | 65,594 | |||||||||
|
Net
Increase (Decrease) In Cash
|
234 | ( 12,468 | ) | 1,166 | ||||||||
|
Cash
At The Beginning Of The Period
|
932 | 12,480 | - | |||||||||
|
Cash
At The End Of The Period
|
$ | 1,166 | $ | 12 | $ | 1,166 | ||||||
|
Cont’d
|
||||||||||||
INCOMING,
INC.
(A
Development Stage Company)
STATEMENTS
OF CASH FLOWS Cont’d
|
Schedule Of Non-Cash
Investing And Financing Activities
|
||||||||||||
|
None
|
||||||||||||
|
Supplemental
Disclosure
|
||||||||||||
|
Nine
Months
|
Nine
Months
|
December
22, 2006
|
||||||||||
|
Ended
|
Ended
|
(Inception)
Through
|
||||||||||
|
August
31,
|
August
31,
|
August
31,
|
||||||||||
|
2009
|
2008
|
2009
|
||||||||||
|
Cash
paid for:
|
||||||||||||
|
Interest
|
$ | - | $ | - | $ | - | ||||||
|
Income
Taxes
|
$ | - | $ | - | $ | - | ||||||
(A
Development Stage Company)
STATEMENT
OF STOCKHOLDERS’ EQUITY
December
22, 2006 (Inception) Through August 31, 2009
(Unaudited)
|
Deficit
|
||||||||||||||||||||
|
Accumulated
|
||||||||||||||||||||
|
During
the
|
||||||||||||||||||||
|
Common Shares
|
Paid
In
|
Development
|
||||||||||||||||||
|
Number
|
Par Value
|
Capital
|
Stage
|
Total
|
||||||||||||||||
|
Balances,
December 22, 2006
|
- | $ | - | $ | - | $ | - | $ | - | |||||||||||
|
Issued
for cash:
|
||||||||||||||||||||
|
Common
stock November, 2007 – at $0.001
|
4,500,000 | 4,500 | - | - | 4,500 | |||||||||||||||
|
Net
gain (loss) for the period ended November 30, 2007
|
- | - | - | (7,257 | ) | (7,257 | ) | |||||||||||||
|
Balances,
November 30, 2007
|
4,500,000 | 4,500 | - | (7,257 | ) | ( 2,757 | ) | |||||||||||||
|
Net
gain (loss) for the year ended November 30, 2008
|
- | - | - | (25,582 | ) | (25,582 | ) | |||||||||||||
|
Balances,
November 30, 2008
|
4,500,000 | 4,500 | - | (32,839 | ) | ( 28,339 | ) | |||||||||||||
|
Issued
for cash:
|
||||||||||||||||||||
|
Common
stock January, 2009 – at $0.010
|
4,070,000 | 4,070 | 36,630 | - | 40,700 | |||||||||||||||
|
Net
gain (loss) for the period ended August 31, 2009
|
- | - | - | (45,577 | ) | (45,577 | ) | |||||||||||||
|
Settlement
of amounts due to related party
|
- | - | 26,221 | - | 26,221 | |||||||||||||||
|
Balances,
August 31, 2009
|
8,570,000 | $ | 8,570 | $ | 36,630 | $ | (78,416 | ) | $ | ( 6,995 | ) | |||||||||
(A
Development Stage Company)
NOTES TO
THE FINANCIAL STATEMENTS
August
31, 2009
(Unaudited)
|
Note
1
|
Nature and Continuance of
Operations
|
|
Organization
|
|
|
The
Company was incorporated in the State of Nevada, United States of America
on December 22, 2006, and its fiscal year end is November
30. The Company is engaged in distribution of American Urban
Streetwear and Hip Hop clothing labels in the Eastern European
market.
|
|
|
Going
Concern
|
|
|
These
financial statements have been prepared on a going concern
basis. As at August 31, 2009, the Company has a working capital
deficiency of $6,995, and has accumulated deficit of $78,416 since
inception. 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 8,570,000 shares of capital stock for the net
proceeds of $45,200 and loans from former director and related parties in
the amount of $24,000. 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.
|
|
|
Unaudited Interim Financial
Statements
|
|
|
The
accompanying interim financial statements of Incoming have been prepared
in accordance with accounting principles generally accepted in the United
States of America for interim financial information, and the instructions
for Form 10-Q under Regulation S-X. Certain information
and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in
the United States of America have been condensed or omitted pursuant to
such rules and regulations. However, except as disclosed herein, there
have been no material changes in the information disclosed in the notes to
the financial statements for the year ended November 30, 2008 included in
the Company’s annual report on the Form 10-K filed with the Securities and
Exchange Commission. The interim unaudited financial statements should be
read in conjunction with those financial statements included in the Form
10-K. In the opinion of Management, all adjustments considered necessary
for a fair presentation, consisting solely of normal recurring
adjustments, have been made. Operating results for the nine months ended
August 31, 2009 are not necessarily indicative of the results
that may be expected for the year ending November 30,
2009.
|
|
|
Note
2
|
Summary of Significant
Accounting Policies
|
|
The
financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of
America. Because a precise determination of many assets and
liabilities is dependent upon future events, the preparation of financial
statements for a period necessarily involves the use of estimates which
have been made using careful judgement. Actual results may vary
from these estimates.
|
|
|
The
financial statements have, in management’s opinion, been properly prepared
within reasonable limits of materiality and within the framework of the
significant accounting policies summarized below:
|
|
|
Development
Stage Company
|
|
|
The
Company complies with Financial Accounting Standard Board Statement
(“FAS”) No. 7 and The Securities and Exchange Commission Act Guide 7 for
its characterization of the Company as development
stage.
|
|
|
Revenue
Recognition
|
|
|
Sales
are recognized when revenue is realized or realizable and has been earned.
The Company's policy is to recognize revenue when risk of loss and title
to the product transfers to the customer. Net sales is comprised of gross
revenues less expected returns, trade discounts and customer allowances,
which include costs associated with off-invoice mark-downs and other price
reductions, as well as trade promotions and coupons. These incentive costs
are recognized at the later of the date on which the Company recognizes
the related revenue or the date on which the Company offers the
incentive.
|
|
|
Impairment of Long-lived
Assets
|
|
|
Capital
assets are reviewed for impairment in accordance with FAS No. 144,
“Accounting for the Impairment or Disposal of Long-lived Assets”, which
was adopted effective January 1, 2002. Under FAS No. 144, these
assets are tested for recoverability whenever events or changes in
circumstances indicate that their carrying amounts may not be
recoverable. An impairment charge is recognized for the amount,
if any, which the carrying value of the asset exceeds the fair
value.
|
|
|
Advertising and
Promotion
|
|
|
The
Company’s expenses all advertising and promotion costs as
incurred. Advertising and promotion costs for the period ended
August 31, 2009, and 2008 were $0.
|
|
|
Research and
Development
|
|
|
Research
and development expenditures are expensed as incurred.
|
|
|
Foreign Currency Translation
|
|
|
The
financial statements are presented in United States dollars. In
accordance with Statement of Financial Accounting Standards No. 52,
“Foreign Currency Translation”, since the functional currency of the
Company is U.S. dollars, the foreign currency monetary assets and
liabilities are re-measured using the foreign exchange rate that prevailed
at the balance sheet date. Revenue and expenses are translated
at weighted average rates of exchange during the year and stockholders’
equity accounts and furniture and equipment are translated by using
historical exchange rates. Any re-measurement gain or loss
incurred is reported in the income statement.
|
|
|
Net
Loss per Share
|
|
|
Basic
loss per share includes no dilution and is computed by dividing loss
available to common stockholders by the weighted average number of common
shares outstanding for the period. Dilutive losses per share
reflect the potential dilution of securities that could share in the
losses of the Company. Because the Company does not have any
potentially dilutive securities, the accompanying presentation is only of
basic loss per share.
|
|
|
Stock-based
Compensation
|
|
|
The
Company has not adopted a stock option plan and has not granted any stock
options. Accordingly no stock-based compensation has been
recorded to date.
|
|
|
Income
Taxes
|
|
|
The
Company uses the asset and liability method of accounting for income taxes
in accordance with FAS No. 109 “Accounting for Income
Taxes”. Under this method, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to temporary
differences between the financial statements carrying amounts of existing
assets and liabilities and loss carryforwards and their respective tax
bases. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or
settled.
|
|
|
Fair
Value of Financial Instruments
|
|
|
The
carrying value of the Company’s financial instruments consisting of cash,
accounts payable and accrued liabilities, agreement payable and due to
related party approximate their carrying value due to the short-term
maturity of such instruments. Unless otherwise noted, it is
management’s opinion that the Company is not exposed to significant
interest, currency or credit risks arising from these financial
instruments.
|
|
|
Note
3
|
Capital
Stock
|
|
The
total number of common shares authorized that may be issued by the Company
is 75,000,000 shares with a par value of one tenth of one cent ($0.001)
per share and no other class of shares is
authorized.
|
|
|
During
the period from December 22, 2006 (inception) to November 30, 2007, the
Company issued 4,500,000 shares of common stock to its directors for total
proceeds of $4,500.
|
|
|
On
July 11, 2008, the Company’s Registration Statement on the Form S-1 became
effective. The Company has completed the Offering and issued 4,070,000
shares of common stock at $0.010 per share for total proceeds of $40,700
during the nine months ended August 31, 2009.
|
|
|
To
August 31, 2009, the Company has not granted any stock options and has not
recorded any stock-based compensation.
|
|
|
Note
4
|
Related Party
Transactions
|
|
a) The
former President of the Company provided management services to the
Company. During the nine months ended August 31, 2009, management services
of $2,000 (August 31 2008 - $1,000) were charged to
operations.
|
|
|
b) During
the period from December 22, 2006 (inception) to July 31, 2009, the former
President of the Company provided a $19,000 loan to the Company. The loan
payable is payable on demand, unsecured, bears interest at 6.75% per annum
and consists of $14,000 of principal, and $1,393 of accrued interest
payable.
|
|
|
During the nine months ended August 31, 2009, the amounts due to the
Company’s former officers and directors were settled and the Company
recorded a $26,221 settlement of amounts due to related party as
additional paid-in capital.
|
|
| As at August 31, 2009, the Company owed $5,025 (November 30, 2008, - $5,630) to the President of the Company and a related party for cash advances for operating capital. | |
|
Note
5
|
Recent Accounting
Pronouncements
|
|
In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities”. This Statement permits
entities to choose to measure many financial assets and financial
liabilities at fair value. Unrealized gains and losses on items for which
the fair value option has been elected are reported in earnings. SFAS No.
159 is effective for fiscal years beginning after November 15, 2007.
The Company is currently assessing the impact of SFAS No. 159 on its
financial position and results of operations.
|
|
|
In
December 2007, the FASB issued two new statements: (a.) SFAS No.
141(revised 2007), Business Combinations,
and (b.) No. 160, Noncontrolling Interests in
Consolidated Financial Statements. These statements are
effective for fiscal years beginning after December 15, 2008 and the
application of these standards will improve, simplify and converge
internationally the accounting for business combinations and the reporting
of noncontrolling interests in consolidated financial statements.
The Company is in the process of evaluating the impact, if any, on
SFAS 141 (R) and SFAS
|
|
|
160
and does not anticipate that the adoption of these standards will have any
impact on its consolidated financial statements.
|
|
|
(a.)
SFAS No. 141 (R) requires an acquiring entity in a business
combination to: (i) recognize all (and only) the assets acquired and the
liabilities assumed in the transaction, (ii) establish an acquisition-date
fair value as the measurement objective for all assets acquired and the
liabilities assumed, and (iii) disclose to investors and other users all
of the information they will need to evaluate and understand the nature
of, and the financial effect of, the business combination, and, (iv)
recognize and measure the goodwill acquired in the business combination or
a gain from a bargain purchase.
|
|
|
(b.)
SFAS No. 160 will improve the relevance, comparability and transparency of
financial information provided to investors by requiring all entities to:
(i) report noncontrolling (minority) interests in subsidiaries in the same
manner, as equity but separate from the parent’s equity, in consolidated
financial statements, (ii) net income attributable to the parent and to
the non-controlling interest must be clearly identified and presented on
the face of the consolidated statement of income, and (iii) any changes in
the parent’s ownership interest while the parent retains the controlling
financial interest in its subsidiary be accounted for consistently.
|
|
|
In
March 2008, the FASB issued SFAS No. 161, Disclosures About Derivative
Instruments and Hedging Activities – an amendment of FASB Statement
No. 133 (“SFAS No. 161”). SFAS No. 161 expands
quarterly disclosure requirements in SFAS No. 133 about an entity’s
derivative instruments and hedging activities. SFAS No. 161 is
effective for fiscal years beginning after November 15, 2008. The
adoption of SFAS No. 161 is not expected to have a material impact on
the Company’s financial condition, results of operations or cash
flows.
|
|
|
In
May 2008, the FASB issued FASB Statement No. 162, “The Hierarchy of Generally
Accepted Accounting Principles” (“SFAS No. 162”). SFAS
No. 162 identifies the sources of accounting principles and the framework
for selecting the principles used in the preparation of financial
statements of nongovernmental entities that are presented in conformity
with generally accepted accounting principles in the United States of
America. The sources of accounting principles that are
generally accepted are categorized in descending order as
follows:
|
|
|
a)
FASB Statements of Financial Accounting Standards and Interpretations,
FASB Statement 133 Implementation Issues, FASB Staff Positions, and
American Institute of Certified Public Accountants (AICPA) Accounting
Research Bulletins and Accounting Principles Board Opinions that are not
superseded by actions of the FASB.
|
|
|
b)
FASB Technical Bulletins and, if cleared by the FASB, AICPA Industry Audit
and Accounting Guides and Statements of Position.
|
|
|
c)
AICPA Accounting Standards Executive Committee Practice Bulletins that
have been cleared by the FASB, consensus positions of the FASB Emerging
Issues Task Force (EITF), and the Topics discussed in Appendix D of EITF
Abstracts (EITF D-Topics).
|
|
|
d)
Implementation guides (Q&As) published by the FASB staff, AICPA
Accounting Interpretations, AICPA Industry Audit and Accounting Guides and
Statements of Position not cleared by the FASB, and practices that are
widely recognized and prevalent either generally or in the
industry.
|
|
|
On
May 26, 2008, the FASB issued FASB Statement No. 163, “Accounting for Financial
Guarantee Insurance Contracts” (“SFAS No. 163”). SFAS
No. 163 clarifies how FASB Statement No. 60, “Accounting and Reporting by
Insurance Enterprises” (“SFAS No. 60”), applies to financial
guarantee insurance contracts issued by insurance enterprises, including
the recognition and measurement of premium revenue and claim
liabilities. It also requires expanded disclosures about
financial guarantee insurance contracts.
|
|
|
The
accounting and disclosure requirements of SFAS No. 163 are intended to
improve the comparability and quality of information provided to users of
financial statements by creating consistency. Diversity exists
in practice in accounting for financial guarantee insurance contracts by
insurance enterprises under SFAS No. 60, “Accounting and Reporting by
Insurance Enterprises.” That diversity results in
inconsistencies in the recognition and measurement of claim liabilities
because of differing views about when a loss has been incurred under FASB
Statement No. 5, “Accounting for
Contingencies” (“SFAS No. 5”). SFAS No. 163 requires
that an insurance enterprise recognize a claim liability prior to an event
of default when there is evidence that credit deterioration has occurred
in an insured financial obligation. It also requires disclosure
about (a) the risk-management activities used by an insurance enterprise
to evaluate credit deterioration in its insured financial obligations and
(b) the insurance enterprise’s surveillance or watch
list.
|
|
|
SFAS
No. 163 is effective for financial statements issued for fiscal years
beginning after December 15, 2008, and all interim periods within those
fiscal years, except for disclosures about the insurance enterprise’s
risk-management activities. Disclosures about the insurance
enterprise’s risk-management activities are effective the first period
beginning after issuance of SFAS No. 163. Except for those
disclosures, earlier application is not permitted. The
management of Incoming does not expect the adoption of this pronouncement
to have material impact on its financial statements.
|
|
|
On
May 22, 2009, the FASB issued FASB Statement No. 164, “Not-for-Profit Entities:
Mergers and Acquisitions” (“SFAS No. 164”). Statement
164 is intended to improve the relevance, representational faithfulness,
and comparability of the information that a not-for-profit entity provides
in its financial reports about a combination with one or more other
not-for-profit entities, businesses, or nonprofit activities. To
accomplish that, this Statement establishes principles and requirements
for how a not-for-profit entity:
|
|
|
a. Determines
whether a combination is a merger for an acquisition.
|
|
|
b. Applies
the carryover method in accounting for a merger.
|
|
|
c. Applies
the acquisition method in accounting for an acquisition, including
determining which of the combining entities the acquirer
is.
|
|
|
d. Determines what
information to disclose to enable users of financial statements to
evaluate the nature and financial effects of a merger or an
acquisition.
|
|
|
This
Statement also improves the information a not-for-profit entity provides
about goodwill and other intangible assets after an acquisition by
amending FASB Statement
|
|
No.
142, Goodwill and Other
Intangible Assets, to make it fully applicable to not-for-profit
entities.
|
|
|
Statement
164 is effective for mergers occurring on or after December 15, 2009, and
acquisitions for which the acquisition date is on or after the beginning
of the first annual reporting period beginning on or after December 15,
2009. Early application is prohibited. The
management of Incoming does not expect the adoption of this pronouncement
to have material impact on its financial statements.
|
|
|
On
May 28, 2009, the FASB issued FASB Statement No. 165, “Subsequent Events”
(“SFAS No. 165”). Statement 165 establishes general standards
of accounting for and disclosure of events that occur after the balance
sheet date but before financial statements are issued or are available to
be issued. Specifically, Statement 165 provides:
|
|
|
1. The
period after the balance sheet date during which management of a reporting
entity should evaluate events or transactions that may occur for potential
recognition or disclosure in the financial statements.
|
|
|
2. The
circumstances under which an entity should recognize events or
transactions occurring after the balance sheet date in its financial
statements.
|
|
|
3. The
disclosures that an entity should make about events or transactions that
occurred after the balance sheet date.
|
|
|
In
accordance with this Statement, an entity should apply the requirements to
interim or annual financial periods ending after June 15,
2009. The management of Incoming does not expect the adoption
of this pronouncement to have material impact on its financial
statements.
|
|
|
Note
6
|
Subsequent
Events
|
|
Subsequent
to August 31, 2009, the Company, On September 10, 2009, the Company issued
a total of 1,000,000 shares of its
common stock, par value $0.001 for
services rendered, said services having an aggregate value
of $1,000. The shares were issued as follows:
250,000 shares to Ephren Taylor; 250,000 shares to Reich Brothers Inc.;
250,000 shares to Victoria Cucciniello; and 250,000 shares to Victor
AbiJaoudi.
|
|
|
On
September 30, 2009, the Company entered into an agreement with the
National Association of Professional Minorities, a limited liability
company organized and existing under the laws of New Jersey (“NAPM”), and
all of the members of the NAPM, (collectively the “NAPM Members”) whereby
the NAPM members collectively exchanged 100% interest in the NAPM for
1,000,000 shares of the Company’s common stock, par value $ 0.001 per
share. In addition to the issuance of 1,000,000 shares, the
NAPM members received as consideration options to purchase a total
of 2,000,000 additional common shares of the
Company. The options have an exercise price of $0.50 per share,
shall be fully vested as of the five year anniversary of the options’
issuance and shall expire on the fifteenth anniversary of the options’
issuance. The shares and options were issued as follows:
250,000 shares and 500,000 options to Ephren Taylor; 216,700 shares and
433,400 options to Guy Avivi; 216,700 shares and 433,400 options to Eyal
Avivi; 100,000 shares and 200,000 options to Richard Cuccinello; 108,300
shares and 216,600 options to David Gutman; and 108,300 shares and 216,600
options to Joseph DiCostanzo.
|
|
On
October 26, 2009, the Company sold to Roger B. Spencer, 80,000 shares of
common stock at $0.50 per share for cash totaling $40,000; the Company
sold to Jeremy Kyle Manzay, 14,000 shares of common stock at $0.50 per
share for cash totaling $7,000; the Company sold to Suneel Anand, 100,000
shares of common stock at $0.050 per share for cash totaling
$50,000.
|
INCOMING,
INC.
(A
Development Stage Company)
FINANCIAL
STATEMENTS
November
30, 2008
Certified
Public Accountant
2851
South Parker Road, Suite 720
Aurora,
Colorado 80014
Telephone
(303)306-1967
Fax
(303)306-1944
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
Board of
Directors
Incoming,
Inc.
Scottsdale,
Arizona
I have
audited the accompanying balance sheet of Incoming, Inc. (a development stage
company) as of November 30, 2008 and 2007 and the related statements of
operations, stockholders' equity and cash flows for the year ended November 30,
2008, the period from December 22, 2006 (inception) through November 30, 2007,
and for the period from December 22, 2006 (inception) through November 30, 2008.
These financial statements are the responsibility of the Company's management.
My responsibility is to express an opinion on these financial statements based
on my audit.
I
conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a reasonable
basis for my opinion.
In my
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Incoming, Inc. as of November 30,
2008 and 2007 and the related statements of operations, stockholders' equity and
cash flows for the year ended November 30, 2008, the period from December 22,
2006 (inception) through November 30, 2007, and for the period from December 22,
2006 (inception) through November 30, 2008 in conformity with accounting
principles generally accepted in the United States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements the Company has suffered recurring losses from operations that raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 1. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
|
Aurora,
Colorado
|
/s/ Ronald R. Chadwick,
P.C.
|
|
February
23, 2009
|
RONALD
R. CHADWICK, P.C.
|
(A
Development Stage Company)
BALANCE
SHEETS
|
November
30,
|
November
30,
|
|||||||
|
2008
|
2007
|
|||||||
|
ASSETS
|
||||||||
|
Current
assets
|
||||||||
|
Cash
|
$ | 932 | $ | 12,480 | ||||
|
Cash
restricted (escrow)
|
9,387 | - | ||||||
|
Total
current assets
|
10,319 | 12,480 | ||||||
|
Property
and equipment, net
|
1,003 | 1,180 | ||||||
|
Total
assets
|
$ | 11,322 | $ | 13,660 | ||||
|
LIABILITIES &
STOCKHOLDERS’EQUITY
|
||||||||
|
Current
liabilities
|
||||||||
|
Accounts
payable and accrued liabilities
|
$ | 13,889 | $ | 5,822 | ||||
|
Due
to related parties
|
5,630 | 530 | ||||||
|
Notes
payable related parties
|
10,742 | 10,065 | ||||||
|
Escrow
– share subscriptions
|
9,400 | - | ||||||
|
Total
current liabilities
|
39,661 | 16,417 | ||||||
|
Capital
stock $0.001 par value;
|
||||||||
|
75,000,000
shares authorized;
|
||||||||
|
4,500,000
shares issued and outstanding
|
4,500 | 4,500 | ||||||
|
Deficit
accumulated during the development stage
|
(32,839 | ) | (7,257 | ) | ||||
|
Total
Stockholders’ Equity
|
( 28,339 | ) | ( 2,757 | ) | ||||
|
Total
Liabilities and Stockholders’ Equity
|
$ | 11,322 | $ | 13,660 | ||||
(A
Development Stage Company)
STATEMENTS
OF OPERATIONS
|
Year
|
December
22, 2006
|
December
22, 2006
|
||||||||||
|
Ended
|
(Inception)
Through
|
(Inception)
Through
|
||||||||||
|
November
30,
2008
|
November
30,
2007
|
November
30,
2008
|
||||||||||
|
Sales
|
$ | 3,524 | $ | - | $ | 3,524 | ||||||
|
Cost
of sales
|
2,358 | - | 2,358 | |||||||||
|
Gross
profit
|
1,166 | - | 1,166 | |||||||||
|
Expenses:
|
||||||||||||
|
Amortization
|
177 | - | 177 | |||||||||
|
Accounting
and audit fees
|
11,000 | 3,500 | 14,500 | |||||||||
|
General
and administrative
|
8,039 | 740 | 8,779 | |||||||||
|
Legal
|
520 | - | 520 | |||||||||
|
Management
|
2,000 | 2,000 | 4,000 | |||||||||
|
Organization
costs
|
- | 530 | 530 | |||||||||
|
Rent
|
2,838 | 422 | 3,260 | |||||||||
|
Transfer
agent
|
1,497 | - | 1,497 | |||||||||
| 26,071 | 7,192 | 33,263 | ||||||||||
|
Loss
from operations
|
(24,905 | ) | (7,192 | ) | (32,097 | ) | ||||||
|
Other
income (expense)
|
||||||||||||
|
Interest
expense
|
(677 | ) | (65 | ) | (742 | ) | ||||||
|
Income
(loss) before provision for income tax
|
(25,582 | ) | (7,257 | ) | (32,839 | ) | ||||||
|
Provision
for income tax
|
- | - | - | |||||||||
|
Net
income (loss)
|
$ | (25,582 | ) | $ | (7,257 | ) | $ | (32,839 | ) | |||
|
Net
income (loss) per share
|
$ | (0.01 | ) | $ | (0.02 | ) | ||||||
|
Weighted
average number of common shares outstanding
|
4,500,000 | 446,064 | ||||||||||
(A
Development Stage Company)
STATEMENTS
OF CASH FLOWS
|
Year
|
December
22, 2006
|
December
22, 2006
|
||||||||||
|
Ended
|
(Inception)
Through
|
(Inception)
Through
|
||||||||||
|
November
30,
2008
|
November
30,
2007
|
November
30,
2008
|
||||||||||
|
Cash
Flows From Operating Activities:
|
||||||||||||
|
Net
income (loss)
|
$ | (25,582 | ) | $ | (7,257 | ) | $ | (32,839 | ) | |||
|
Adjustment
to reconcile net income to net cash provided by (used for) operating
activities:
|
||||||||||||
|
Amortization
|
177 | - | 177 | |||||||||
|
Accounts
payable and accrued liabilities
|
8,067 | 5,822 | 13,889 | |||||||||
|
Accounts
payable related parties
|
5,100 | 530 | 5,630 | |||||||||
|
Net
cash provided by (used for) operating activities
|
(12,238 | ) | ( 905 | ) | (13,143 | ) | ||||||
|
|
||||||||||||
|
Cash
Flows From Investing Activities
|
||||||||||||
|
Purchase
of fixed assets
|
- | ( 1,180 | ) | ( 1,180 | ) | |||||||
|
Net
cash provided by (used for) investing activities
|
- | ( 1,180 | ) | ( 1,180 | ) | |||||||
|
Cash
Flows From Financing Activities:
|
||||||||||||
|
Loan
payable - related party
|
677 | 10,065 | 10,742 | |||||||||
|
Proceeds
from issuance of common stock
|
- | 4,500 | 4,500 | |||||||||
|
Cash
restricted (escrow)
|
( 9,387 | ) | - | ( 9,387 | ) | |||||||
|
Escrow
liability – share subscriptions
|
9,400 | - | 9,400 | |||||||||
|
Net
cash provided by (used for) financing activities
|
690 | 14,565 | 15,255 | |||||||||
|
Net
Increase (Decrease) In Cash
|
(11,548 | ) | 12,480 | 932 | ||||||||
|
Cash
At The Beginning Of The Period
|
12,480 | - | - | |||||||||
|
Cash
At The End Of The Period
|
$ | 932 | $ | 12,480 | $ | 932 | ||||||
|
Cont’d
|
||||||||||||
INCOMING,
INC.
(A
Development Stage Company)
STATEMENTS
OF CASH FLOWS Cont’d
|
|
||||||||||||
|
Schedule Of Non-Cash Investing And Financing
Activities
|
||||||||||||
|
None
|
||||||||||||
|
Supplemental
Disclosure
|
||||||||||||
|
Year
|
December
22, 2006
|
December
22, 2006
|
||||||||||
|
Ended
|
(Inception)
Through
|
(Inception)
Through
|
||||||||||
|
November
30,
2008
|
November
30,
2007
|
November
30,
2008
|
||||||||||
|
Cash
paid for:
|
||||||||||||
|
Interest
|
$ | - | $ | - | $ | - | ||||||
|
Income
Taxes
|
$ | - | $ | - | $ | - | ||||||
(A
Development Stage Company)
STATEMENT
OF STOCKHOLDERS’ EQUITY
December
22, 2006 (Inception) Through November 30, 2008
|
Deficit
|
||||||||||||||||
|
Accumulated
|
||||||||||||||||
|
During
the
|
||||||||||||||||
|
Common Shares
|
Development
|
|||||||||||||||
|
Number
|
Par Value
|
Stage
|
Total
|
|||||||||||||
|
Balances,
December 22, 2006
|
- | $ | - | $ | - | $ | - | |||||||||
|
Issued
for cash:
|
||||||||||||||||
|
Common
stock November, 2007 – at $0.001
|
4,500,000 | 4,500 | - | 4,500 | ||||||||||||
|
Net
gain (loss) for the period ended November 30, 2007
|
- | - | (7,257 | ) | (7,257 | ) | ||||||||||
|
Balances,
November 30, 2007
|
4,500,000 | 4,500 | (7,257 | ) | (2,757 | ) | ||||||||||
|
Net
gain (loss) for the year ended November 30, 2008
|
- | - | (25,582 | ) | (25,582 | ) | ||||||||||
|
Balances,
November 30, 2008
|
4,500,000 | $ | 4,500 | $ | (32,839 | ) | $ | (28,339 | ) | |||||||
(A
Development Stage Company)
NOTES TO
THE FINANCIAL STATEMENTS
November
30, 2008
|
Note
1
|
Nature and Continuance of
Operations
|
|
Organization
|
|
|
The
Company was incorporated in the State of Nevada, United States of America
on December 22, 2006, and its fiscal year end is November
30. The Company is engaged in distribution of American Urban
Streetwear and Hip Hop clothing labels in the Eastern European
market.
|
|
|
Going
Concern
|
|
|
These
financial statements have been prepared on a going concern
basis. The Company has a working capital deficiency of $29,342,
and has accumulated deficit of $32,839 since inception. 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
4,500,000 shares of capital stock for the net proceeds of $4,500 and loans
from director in the amount of $10,000. 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
2
|
Summary of Significant
Accounting Policies
|
|
The
financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of
America. Because a precise determination of many assets and
liabilities is dependent upon future events, the preparation of financial
statements for a period necessarily involves the use of estimates which
have been made using careful judgement. Actual results may vary
from these estimates.
|
|
|
The
financial statements have, in management’s opinion, been properly prepared
within reasonable limits of materiality and within the framework of the
significant accounting policies summarized below:
|
|
|
Development
Stage Company
|
|
|
The
Company complies with Financial Accounting Standard Board Statement
(“FAS”) No. 7 and The Securities and Exchange Commission Act Guide 7 for
its characterization of the Company as development
stage.
|
|
|
Note
2
|
Summary of Significant
Accounting Policies – (cont’d)
|
|
Revenue
Recognition
|
|
|
Sales
are recognized when revenue is realized or realizable and has been earned.
The Company's policy is to recognize revenue when risk of loss and title
to the product transfers to the customer. Net sales is comprised of gross
revenues less expected returns, trade discounts and customer allowances,
which include costs associated with off-invoice mark-downs and other price
reductions, as well as trade promotions and coupons. These incentive costs
are recognized at the later of the date on which the Company recognizes
the related revenue or the date on which the Company offers the
incentive.
|
|
|
Impairment of Long-lived
Assets
|
|
|
Capital
assets are reviewed for impairment in accordance with FAS No. 144,
“Accounting for the Impairment or Disposal of Long-lived Assets”, which
was adopted effective January 1, 2002. Under FAS No. 144, these
assets are tested for recoverability whenever events or changes in
circumstances indicate that their carrying amounts may not be
recoverable. An impairment charge is recognized for the amount,
if any, which the carrying value of the asset exceeds the fair
value.
|
|
|
Advertising and
Promotion
|
|
|
The
Company’s expenses all advertising and promotion costs as
incurred. Advertising and promotion costs for the period ended
November 30, 2008, and 2007 were $0.
|
|
|
Research and
Development
|
|
|
Research
and development expenditures are expensed as incurred.
|
|
|
Foreign
Currency Translation
|
|
|
The
financial statements are presented in United States dollars. In
accordance with Statement of Financial Accounting Standards No. 52,
“Foreign Currency Translation”, since the functional currency of the
Company is U.S. dollars, the foreign currency financial statements of the
Company’s subsidiaries are re-measured into U.S.
dollars. Monetary assets and liabilities are re-measured using
the foreign exchange rate that prevailed at the balance sheet
date. Revenue and expenses are translated at weighted average
rates of exchange during the year and stockholders’ equity accounts and
furniture and equipment are translated by using historical exchange
rates. Any re-measurement gain or loss incurred is reported in
the income statement.
|
|
|
Net
Loss per Share
|
|
|
Basic
loss per share includes no dilution and is computed by dividing loss
available to common stockholders by the weighted average number of common
shares outstanding for the period. Dilutive losses per share
reflect the potential dilution of securities that could share in the
losses of the Company. Because the Company does not have any
potentially dilutive securities, the accompanying presentation is only of
basic loss per share.
|
|
|
Note
2
|
Summary of Significant
Accounting Policies – (cont’d)
|
|
Stock-based
Compensation
|
|
|
The
Company has not adopted a stock option plan and has not granted any stock
options. Accordingly no stock-based compensation has been
recorded to date.
|
|
|
Income
Taxes
|
|
|
The
Company uses the asset and liability method of accounting for income taxes
in accordance with FAS No. 109 “Accounting for Income
Taxes”. Under this method, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to temporary
differences between the financial statements carrying amounts of existing
assets and liabilities and loss carryforwards and their respective tax
bases. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or
settled.
|
|
|
Fair
Value of Financial Instruments
|
|
|
The
carrying value of the Company’s financial instruments consisting of cash,
accounts payable and accrued liabilities, agreement payable and due to
related party approximate their carrying value due to the short-term
maturity of such instruments. Unless otherwise noted, it is
management’s opinion that the Company is not exposed to significant
interest, currency or credit risks arising from these financial
instruments.
|
|
|
Recent Accounting
Pronouncements
|
|
|
In
September 2006, the FASB issued SFAS No. 157, “Fair Value
Measures”. This Statement defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles (GAAP),
expands disclosures about fair value measurements, and applies under other
accounting pronouncements that require or permit fair value measurements.
SFAS No. 157 does not require any new fair value measurements.
However, the FASB anticipates that for some entities, the application of
SFAS No. 157 will change current practice. SFAS No. 157 is
effective for financial statements issued for fiscal years beginning after
November 15, 2007, which for the Company would be the fiscal year
beginning February 1, 2008. The Company is currently evaluating the impact
of SFAS No. 157 but does not expect that it will have a material
impact on its financial statements.
|
|
|
In
September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for
Defined Benefit Pension and Other Postretirement Plans.” This Statement
requires an employer to recognize the over funded or under funded status
of a defined benefit post retirement plan (other than a multiemployer
plan) as an asset or liability in its statement of financial position, and
to recognize changes in that funded status in the year in which the
changes occur through comprehensive income. SFAS No. 158 is
effective for fiscal years ending after December 15, 2006 which for the
Company would be February 1, 2007. The Company does not expect that the
implementation of SFAS No. 158 will have any material impact on its
financial position and results of
operations.
|
|
|
Note
2
|
Summary of Significant
Accounting Policies – (cont’d)
|
|
Recent Accounting
Pronouncements – (cont’d)
|
|
|
In
September 2006, the SEC issued Staff Accounting Bulletin
(“SAB”) No. 108, “Considering the Effects of Prior Year
Misstatements when Quantifying Misstatements in Current Year Financial
Statements.” SAB No. 108 addresses how the effects of prior year
uncorrected misstatements should be considered when quantifying
misstatements in current year financial statements. SAB No. 108
requires companies to quantify misstatements using a balance sheet and
income statement approach and to evaluate whether either approach results
in quantifying an error that is material in light of relevant quantitative
and qualitative factors. SAB No. 108 is effective for periods ending after
November 15, 2006 which for the Company would be February 1,
2007. The Company is currently evaluating the impact of
adopting SAB No. 108 but does not expect that it will have a material
effect on its financial statements.
|
|
|
In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities”. This Statement permits
entities to choose to measure many financial assets and financial
liabilities at fair value. Unrealized gains and losses on items for which
the fair value option has been elected are reported in earnings. SFAS No.
159 is effective for fiscal years beginning after November 15, 2007.
The Company is currently assessing the impact of SFAS No. 159 on its
financial position and results of operations.
|
|
|
In
December 2007, the FASB issued two new statements: (a.) SFAS No.
141(revised 2007), Business Combinations,
and (b.) No. 160, Noncontrolling Interests in
Consolidated Financial Statements. These statements are
effective for fiscal years beginning after December 15, 2008 and the
application of these standards will improve, simplify and converge
internationally the accounting for business combinations and the reporting
of noncontrolling interests in consolidated financial statements.
The Company is in the process of evaluating the impact, if any, on
SFAS 141 (R) and SFAS 160 and does not anticipate that the adoption of
these standards will have any impact on its consolidated financial
statements.
|
|
|
(a.)
SFAS No. 141 (R) requires an acquiring entity in a business
combination to: (i) recognize all (and only) the assets acquired and the
liabilities assumed in the transaction, (ii) establish an acquisition-date
fair value as the measurement objective for all assets acquired and the
liabilities assumed, and (iii) disclose to investors and other users all
of the information they will need to evaluate and understand the nature
of, and the financial effect of, the business combination, and, (iv)
recognize and measure the goodwill acquired in the business combination or
a gain from a bargain purchase.
|
|
|
(b.)
SFAS No. 160 will improve the relevance, comparability and transparency of
financial information provided to investors by requiring all entities to:
(i) report noncontrolling (minority) interests in subsidiaries in the same
manner, as equity but separate from the parent’s equity, in consolidated
financial statements, (ii) net income attributable to the parent and to
the non-controlling interest must be clearly identified and presented on
the face of the consolidated statement of income, and (iii) any changes in
the parent’s ownership interest while the parent retains the controlling
financial interest in its subsidiary be accounted for consistently.
|
|
Note
2
|
Summary of Significant
Accounting Policies – (cont’d)
|
|
Recent Accounting
Pronouncements – (cont’d)
|
|
|
In
March 2008, the FASB issued SFAS No. 161, Disclosures About Derivative
Instruments and Hedging Activities – an amendment of FASB Statement
No. 133 (“SFAS No. 161”). SFAS No. 161 expands
quarterly disclosure requirements in SFAS No. 133 about an entity’s
derivative instruments and hedging activities. SFAS No. 161 is
effective for fiscal years beginning after November 15, 2008. The
adoption of SFAS No. 161 is not expected to have a material impact on
the Company’s financial condition, results of operations or cash
flows.
|
|
|
In
May 2008, the FASB issued FASB Statement No. 162, “The Hierarchy of Generally
Accepted Accounting Principles” (“SFAS No. 162”). SFAS
No. 162 identifies the sources of accounting principles and the framework
for selecting the principles used in the preparation of financial
statements of nongovernmental entities that are presented in conformity
with generally accepted accounting principles in the United States of
America. The sources of accounting principles that are
generally accepted are categorized in descending order as
follows:
|
|
|
e)
FASB Statements of Financial Accounting Standards and Interpretations,
FASB Statement 133 Implementation Issues, FASB Staff Positions, and
American Institute of Certified Public Accountants (AICPA) Accounting
Research Bulletins and Accounting Principles Board Opinions that are not
superseded by actions of the FASB.
|
|
|
f)
FASB Technical Bulletins and, if cleared by the FASB, AICPA Industry Audit
and Accounting Guides and Statements of Position.
|
|
|
g)
AICPA Accounting Standards Executive Committee Practice Bulletins that
have been cleared by the FASB, consensus positions of the FASB Emerging
Issues Task Force (EITF), and the Topics discussed in Appendix D of EITF
Abstracts (EITF D-Topics).
|
|
|
h)
Implementation guides (Q&As) published by the FASB staff, AICPA
Accounting Interpretations, AICPA Industry Audit and Accounting Guides and
Statements of Position not cleared by the FASB, and practices that are
widely recognized and prevalent either generally or in the
industry.
|
|
|
On
May 26, 2008, the FASB issued FASB Statement No. 163, “Accounting for Financial
Guarantee Insurance Contracts” (“SFAS No. 163”). SFAS
No. 163 clarifies how FASB Statement No. 60, “Accounting and Reporting by
Insurance Enterprises” (“SFAS No. 60”), applies to financial
guarantee insurance contracts issued by insurance enterprises, including
the recognition and measurement of premium revenue and claim
liabilities. It also requires expanded disclosures about
financial guarantee insurance contracts.
|
|
|
The
accounting and disclosure requirements of SFAS No. 163 are intended to
improve the comparability and quality of information provided to users of
financial statements by creating consistency. Diversity exists
in practice in accounting for financial guarantee insurance contracts by
insurance enterprises under SFAS No. 60, “Accounting and Reporting by
Insurance Enterprises.” That diversity results in
inconsistencies in the recognition and measurement of claim liabilities
because of
|
|
Note
2
|
Summary of Significant
Accounting Policies – (cont’d)
|
|
Recent Accounting
Pronouncements – (cont’d)
|
|
|
differing
views about when a loss has been incurred under FASB Statement No. 5,
“Accounting for
Contingencies” (“SFAS No. 5”). SFAS No. 163 requires
that an insurance enterprise recognize a claim liability prior to an event
of default when there is evidence that credit deterioration has occurred
in an insured financial obligation. It also requires disclosure
about (a) the risk-management activities used by an insurance enterprise
to evaluate credit deterioration in its insured financial obligations and
(b) the insurance enterprise’s surveillance or watch list. SFAS No. 163 is
effective for financial statements issued for fiscal years beginning after
December 15, 2008, and all interim periods within those fiscal years,
except for disclosures about the insurance enterprise’s risk-management
activities. Disclosures about the insurance enterprise’s
risk-management activities are effective the first period beginning after
issuance of SFAS No. 163. Except for those disclosures, earlier
application is not permitted. The management of Incoming does
not expect the adoption of this pronouncement to have material impact on
its financial statements.
|
|
|
Note
3
|
Capital Stock –
Note 6
|
|
The
total number of common shares authorized that may be issued by the Company
is 75,000,000 shares with a par value of one tenth of one cent ($0.001)
per share and no other class of shares is authorized.
|
|
|
During
the period from December 22, 2006 (inception) to November 30, 2007, the
Company issued 4,500,000 shares of common stock to its directors for total
proceeds of $4,500.
|
|
|
On
July 11, 2008, the Company’s Registration Statement on the Form S-1 became
effective. As of November 30, 2008, the Company has received and held in
escrow $9,387 of share subscription funds. As of November 30, 2008, the
Company has not issued any shares of common stock pursuant to this
Registration Statement.
|
|
|
To
November 30, 2008, the Company has not granted any stock options and has
not recorded any stock-based compensation.
|
|
|
Note
4
|
Related Party
Transactions
|
|
c)
The President of the Company provides management services to the Company.
During the year ended November 30, 2008, management services of $2,000
(November 30, 2007 - $2,000) were charged to
operations.
|
|
|
b)
During the period ended November 30, 2007, the President of the Company
provided a $10,000 loan to the Company. The loan payable is payable on
demand, unsecured, bears interest at 6.75% per annum and consists of
$10,000 of principal, and $742 of accrued interest
payable.
|
|
|
c)
As at November 30, 2008, the Company owed $5,630 (November 30, 2007, -
$530) to the President of the Company for cash advances and expenses
incurred on behalf of the Company.
|
|
|
Note
5
|
Income
Taxes
|
|
The
significant components of the Company’s deferred tax assets are as
follows:
|
|
2008
|
2007
|
|||||||
|
Deferred
Tax Assets
|
||||||||
|
Non-capital
loss carryforward
|
$ | 4,926 | $ | 1,089 | ||||
|
Less: valuation
allowance for deferred tax asset
|
(4,926 | ) | (1,089 | ) | ||||
| $ | - | $ | - | |||||
|
There
were no temporary differences between the Company’s tax and financial
bases that result in deferred tax assets, except for the Company’s net
operating loss
|
|
carryforwards
amounting to approximately $32,839 at November 30, 2008 which may be
available to reduce future year’s taxable income.
|
|
|
These
carryforwards will expire, if not utilized, commencing in
2027. Management believes that the realization of the benefits
from these deferred tax assets appears uncertain due to the Company’s
limited operating history and continuing losses. Accordingly a
full, deferred tax asset valuation allowance has been provided and no
deferred tax asset benefit has been recorded.
|
|
|
Note
6
|
Subsequent Event
– Note 3
|
|
On
July 11, 2008, the Company’s Registration Statement on the Form S-1 became
effective. As of November 30, 2008, the Company has received and held in
escrow $9,387 of share subscription funds. Subsequent to November 30,
2008, the Company has completed the Offering and issued 4,070,000 shares
of common stock at $0.010 per share for total proceeds of
$40,700.
|
Exhibits
The
following Exhibits are filed as part of this Registration Statement, pursuant to
Item 601 of Regulation S-K.
|
Exhibit
Number
|
Document Description
|
|
|
3.1
|
Articles
of Incorporation*
|
|
|
3.2
|
Bylaws*
|
|
* Filed
as an exhibit to our registration statement on Form S-1 filed with the SEC on
June 30, 2008
Undertakings
The
undersigned registrant hereby undertakes:
1. To
file, during any period in which it offers or sells securities, a post-effective
amendment to this registration statement to:
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a)
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include
any prospectus required by Section 10(a)(3) of the Securities Act of
1933;
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b)
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reflect
in the prospectus any facts or events which, individually or together,
represent a fundamental change in the information set forth in this
registration statement; and notwithstanding the forgoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the commission
pursuant to Rule 424(b) if, in the aggregate, the changes in the volume
and price represent no more than a
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20%
change in the maximum aggregate offering price set forth in the
“Calculation of Registration Fee” table in the effective registration
Statement; and
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c)
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include
any additional or changed material information on the plan of
distribution.
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2. That,
for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
3. To
remove from registration by means of a post-effective amendment any of the
securities being registered hereby which remain unsold at the termination of the
offering.
4. That,
for determining our liability under the Securities Act to any purchaser in the
initial distribution of the securities, we undertake that in a primary offering
of our securities pursuant to this registration statement, regardless of the
underwriting method used to sell the securities to the purchaser, if
the
securities
are offered or sold to such purchaser by means of any of the following
communications, we will be a seller to the purchaser and will be considered to
offer or sell such securities to such purchaser:
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i.
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any
preliminary prospectus or prospectus that we file relating to the offering
required to be filed pursuant to Rule 424 (Section 230.424 of this
chapter);
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ii.
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any
free writing prospectus relating to the offering prepared by or on our
behalf or used or referred to by
us;
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iii.
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the
portion of any other free writing prospectus relating to the offering
containing material information about us or our securities provided by or
on behalf of us; and
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iv.
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any
other communication that is an offer in the offering made by us to the
purchaser.
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Each
prospectus filed pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements relying on Rule 430B
or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be
part of and included in the registration statement as of the date it is first
used after effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in any such
document immediately prior to such date of first use.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to our directors, officers and controlling persons pursuant to the
provisions above, or otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act, and is, therefore,
unenforceable.
In the
event that a claim for indemnification against such liabilities, other than the
payment by us of expenses incurred or paid by one of our directors, officers, or
controlling persons in the
successful
defense of any action, suit or proceeding, is asserted by one of our directors,
officers, or control person in connection with the securities being registered,
we will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification is against public policy as expressed in
the Securities Act, and we will be governed by the final adjudication of such
issue.
Signatures
In
accordance with the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing of this Form S-1 Registration Statement and has duly
caused this Form S-1 Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in New York, New York, on this 13th day
of January, 2010.
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INCOMING,
INC.
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BY:
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/s/
EPHREN W. TAYLOR II
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Ephren
W. Taylor II
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President,
Director
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Pursuant
to the requirements of the Securities Act of 1933, this Form S-1 Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
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Signature
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Title
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Date
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/s/ Ephren W. Taylor II
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President,
Director
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January
13,
2010
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