ex-99_3.htm

Incoming, Inc

UNAUDITED PRO FORMA BALANCE SHEET

June 30, 2010

	Historical
	Incoming, inc			North American Bio-Energies, LLC		Pro Forma Adjustments			Pro Forma
	May 31, 2010			June 30, 2010
ASSETS				(Restated)
CURRENT ASSETS
Cash	$	3,842		$	3,655	$	-		$	7,497
Accounts Receivable		8,550			8,748		-			17,298
Accounts Receivable - Related Party		797			305,954		-			306,751
Prepaid Expenses		-			20,438		-			20,438
Tax Credit Receivable		-			176,988		-			176,988
Inventory		-			95,320		-			95,320
Deferred Offering Costs		10,000			-		-			10,000
Prepaid Expenses		2,400			-		-			2,400
TOTAL		25,589			611,103		-			636,692
Construction in Progress		-			294,074		-			294,074
Property and Equipment, net		-			205,804		748,273	(1)		954,077
TOTAL ASSETS	$	25,589		$	1,110,981	$	748,273		$	1,884,843

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable	$	16,180		$	515,001	$	-		$	531,181
Accrued Liabilities		-			6,365		-			6,365
Short Term Debt		-			54,517		-			54,517
Accounts Payable - Related party		12,016			-		-			12,016
Short Term Debt - Related Parties		160,510			97,500		-			258,010
TOTAL		188,706			673,383		-			862,089
Long-term Debt		-			212,489		-			212,489
TOTAL LIABILITIES		188,706			885,872		-			1,074,578

STOCKHOLDERS' EQUITY (DEFICIT)
Capital Stock $.001 par, 75,000,000 shares authorized, 10,764,000 shares issued and outstanding		10,764			-		2,970	(1)		13,734
Additional paid-in capital		238,677			-		970,412	(1)		1,209,089
Other Equity		-			75,943		(75,943	)(1)		-
Retained Earnings (Deficit)		(412,558	)		149,166		(149,166	)(1)		(412,558	)
Total stockholders' equity (deficit)		(163,117	)		225,109		748,273			810,265
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	25,589		$	1,110,981	$	748,273		$	1,884,843

Pro Forma Adjustments

(1) To record the issuance of 2,970,000 shares of Incoming, Inc. common stock for the net assets of NABE and record the net assets of NABE at their fair value.

Incoming, Inc

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATONS

For the six months ended June 30, 2010

	Historical
	Incoming, Inc			North American Bio-Energies, LLC
	Six Months Ended May 31, 2010			Six Months Ended June 30, 2010			Pro Forma Adjustments		Pro Forma
				(Restated)
Revenue	$	31,795		$	39,058		$	-	$	70,853
Revenues from related parties		-			379,693			-		379,693
Cost of revenue		2,676			347,529			-		350,205
Depreciation		-			18,877			-		18,877
Gross profit (loss)		29,119			52,345			-		81,464

Operating expenses:
Selling, general and administrative		123,521			24,981			-		148,502
Operating income (loss)		(94,402	)		27,364			-		(67,038	)

Other Income (expense)
Interest income		1,893			-			-		1,893
Interest expense		(9,278	)		(7,288	)		-		(16,566	)
Other income		-			4,500			-		4,500
Net income (loss)	$	(101,787	)	$	24,576		$	-	$	(77,211	)

NET INCOME (LOSS) PER COMMON SHARE:
BASIC AND DILUTED:	$	(0.01	)				$	-	$	(0.01	)

Weighted average number of shares
outstanding: basic and diluted		10,764,000						2,970,000		13,734,000

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

Incoming, Inc

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATONS

For the year ended December 31, 2009

	Historical
	Incoming, Inc			North American Bio-Energies, LLC
	Year Ended November 30, 2009			Year Ended December 31, 2009			Pro Forma Adjustments		Pro Forma

Revenue	$	22,985		$	158,555		$	-	$	181,540
Revenue from related parties		-			291,172			-		291,172
Cost of revenue		8,042			502,006			-		510,048
Depreciation		-			45,420					45,420
Gross profit (loss)		14,943			(97,699	)		-		(82,756	)

Operating expenses:
Selling, general and administrative		270,703			87,272			-		357,975
Depreciation		201			-			-		201
Operating income (loss)		(255,961	)		(184,971	)		-		(440,932	)

Other Income (expense)
Interest income		680			-			-		680
Interest expense		(26,651	)		(15,122	)		-		(41,773	)
Other income		-			163,303			-		163,303
Net income (loss)	$	(281,932	)	$	(36,790	)	$	-	$	(318,722	)

NET INCOME (LOSS) PER COMMON SHARE:
BASIC AND DILUTED:	$	(0.03	)				$	-	$	(0.03	)

Weighted average number of shares outstanding: basic and diluted		8,616,333						2,970,000		11,586,333

Notes to unaudited pro forma financial statements

NOTE 1 — Basis of Presentation

The unaudited pro forma consolidated balance sheet as of June 30, 2010 was based on the unaudited balance sheet of Incoming, Inc. ("the Company") as of May 31, 2010 and the unaudited balance sheet of North American Bio Energies, LLC ("NABE") as of June 30, 2010 combined with pro forma adjustments to give effect to the NABE acquisition as if it occurred on June 30, 2010.

The unaudited pro forma consolidated statement of operations for the six months ended June 30, 2010 was based on the unaudited statement of operations of the Company for the six months ended May 31, 2010 and the unaudited statement of operations of the NABE for the six months ended June 30, 2010, together with pro forma adjustments to give effect to the acquisition as if it occurred on December 1, 2009.

The unaudited pro forma statement of operations for the year ended December 31, 2009 was based on the audited statement of operations of the Company for the year ended November 30, 2009 and the audited statement of operations of NABE for the year ended December 31, 2009, together with pro forma adjustments to give effect to the acquisition as if it occurred on December 1, 2008.

These unaudited pro forma financial statements are provided for illustrative purposes and do not purport to represent what the Company’s results of operations or financial position would have been if such transactions had occurred on the above mentioned dates. These statements were prepared based on accounting principles generally accepted in the United States. The use of estimates is required and actual results could differ from the estimates used. The Company believes the assumptions used provide a reasonable basis for presenting the significant effects directly attributable to the acquisition.

NOTE 2 - Acquisition of North American Bio-Energies, LLC ("NABE")

On August 23, 2010, the Company acquired NABE for 990,000 Class A common shares and 1,980,000 Class B common shares. The preliminary purchase price allocation (which is not finalized) is summarized as follows:

Cost of the acquisition:	$	973,382

Allocation of the purchase price:
Cash	$	3,655
Accounts receivable		314,702
Prepaid expenses		20,438
Inventory		95,320
Tax credit receivable		176,988
Property, plant and equipment, net		954,077
Construction in progress		294,074
Accounts payable		(515,001	)
Accrued liabilities		(6,365	)
Long-term debt		(267,006	)
Related party debt		(97,500	)
	$	973,382