PENCILS OF PROMISE INCORPORATED

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2 Form 990 (01) PENCILS OF PROMISE INCORPORATED Part III Statement of Program Servie Aomplishments 1 Chek if Shedule O ontains a response to any question in this Part III Briefly desrie the organization's mission: MISSION: PENCILS OF PROMISE BELIEVES EVERY CHILD SHOULD HAVE ACCESS TO QUALITY EDUCATION. WE CREATE SCHOOLS, PROGRAMS, AND GLOBAL COMMUNITIES AROUND THE COMMON GOAL OF EDUCATION FOR ALL. Page a Did the organization undertake any signifiant program servies during the year whih were not listed on the prior Form 990 or 990-EZ? If "Yes," desrie these new servies on Shedule O. ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Did the organization ease onduting, or make signifiant hanges in how it onduts, any program servies? ~~~~~~ If "Yes," desrie these hanges on Shedule O. Yes No Yes No Desrie the organization's program servie aomplishments for eah of its three largest program servies, as measured y expenses. Setion 501()() and 501()() organizations are required to report the amount of grants and alloations to others, the total expenses, and revenue, if any, for eah program servie reported. ( Code: ) ( Expenses $,18,95. inluding grants of $ 16,087. ) ( Revenue $ ) THE FIRST OF OUR CORE PROGRAMS IN SCHOOLS BUILDS. WE PARTNER WITH LOCAL COMMUNITIES AND GOVERNMENTS TO IMPROVE THE STATE OF EDUCATION INFRASTRUCTURE IN COMMUNITIES. OUR SHORT TERM GOALS ARE TO ADDRESS THE NEED FOR IMPROVED INFRASTRUCTURE WITH OUR LONG TERM GOALS BEING TO IMPROVE STUDENT ATTENDANCE, PROGRESSION, AND TEST SCORES. THE BENEFICIARIES OF OUR SCHOOL BUILDING PROGRAM ARE PRIMARY SCHOOL STUDENTS CURRENTLY ATTENDING SCHOOL IN POOR QUALITY STRUCTURES AND PRIMARY SCHOOL TEACHERS CURRENTLY TEACHING IN POOR QUALITY STRUCTURES. THROUGH THE END OF 01, WE HAVE COMPLETED 11 SCHOOLS ACROSS OUR GEOGRAPHIES. 96,96. OUR SECOND CORE PROGRAM RECEIVING FOCUS IS OUR EVER GROWING GLOBAL COMMUNITIES WITH WHICH WE INVEST GREATLY IN. THROUGH SEVERAL UPDATES TO OUR WEBSITE AND THROUGH OUR EPANDING OUTREACH PROGRAM ACROSS OUR DIGITAL PLATFORMS TO BOTH YOUTH AND PROFESSIONALS, WE HAVE AN ONLINE COMMUNITY OF OVER 00,000 MEMBERS WHO STAY ENGAGED WITH OUR WORK THROUGH VIDEO, MEDIA, UPDATES POSTS AND BLOG ENTRIES. ( Code: ) ( Expenses $ inluding grants of $ ) ( Revenue $ ) 95,09. 6,009. OUR THIRD CORE PROGRAM IS TEACHER TRAINING. WE SUPPORT TEACHER DEVELOPMENT THROUGH IN-SERVICE AND WORKSHOP TRAINING SESSIONS. OUR STAFF VISIT GOVERNMENT TEACHERS IN OUR COMMUNITIES TWICE PER MONTH TO AID IN LESSON PLANNING, METHODOLOGY TRAINING AND RAPPORT BUILDING WITH STUDENTS. TEACHERS ATTEND WORKSHOPS TWICE PER YEAR FOR GROUP TRAINING AND NETWORK BUILDING. WE USE A METHODOLOGY OF TEACHING THAT FOCUSES ON THE ENGAGEMENT OF THE STUDENT BECAUSE MORE ENGAGED STUDENTS PERFORM AT A HIGHER LEVEL. WE DO THIS THROUGH AN EPRESSIVE PEDAGOGY, WHICH INVOLVES USAGE OF FACIAL EPRESSIONS, MOTOR MEMORY (SONG, DANCE, SIGN, ETC.) AND CREATIVE DIDACTIC MATERIALS. THE SHORT TERM GOALS OF OUR TEACHER TRAINING PROGRAMS ARE: TO IMPROVE LESSON PLANNING BY ASSISTING TEACHERS IN THE CREATION AND USE LESSON PLANS; TO BUILD RAPPORT WITH ( Code: ) ( Expenses $ inluding grants of $ ) ( Revenue $ ) d Other program servies (Desrie in Shedule O.) ( Expenses $ 106,000. inluding grants of $ ) ( Revenue $ 7,8. ) e Total program servie expenses J,77,00. Form 990 (01) SEE SCHEDULE O FOR CONTINUATION(S)

3 Form 990 (01) PENCILS OF PROMISE INCORPORATED Part IV Cheklist of Required Shedules a a d e f 0a Is the organization desried in setion 501()() or 97(a)(1) (other than a private foundation)? If "Yes," omplete Shedule A~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Is the organization required to omplete Shedule B, Shedule of Contriutors? ~~~~~~~~~~~~~~~~~~~~~~ Did the organization engage in diret or indiret politial ampaign ativities on ehalf of or in opposition to andidates for puli offie? If "Yes," omplete Shedule C, Part I ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Setion 501()() organizations. Did the organization engage in loying ativities, or have a setion 501(h) eletion in effet during the tax year? If "Yes," omplete Shedule C, Part II ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Is the organization a setion 501()(), 501()(5), or 501()(6) organization that reeives memership dues, assessments, or similar amounts as defined in Revenue Proedure 98-19? If "Yes," omplete Shedule C, Part III ~~~~~~~~~~~~~~ Did the organization maintain any donor advised funds or any similar funds or aounts for whih donors have the right to provide advie on the distriution or investment of amounts in suh funds or aounts? If "Yes," omplete Shedule D, Part I Did the organization reeive or hold a onservation easement, inluding easements to preserve open spae, the environment, histori land areas, or histori strutures? If "Yes," omplete Shedule D, Part II~~~~~~~~~~~~~~ Did the organization maintain olletions of works of art, historial treasures, or other similar assets? If "Yes," omplete Shedule D, Part III ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Did the organization report an amount in Part, line 1, for esrow or ustodial aount liaility; serve as a ustodian for amounts not listed in Part ; or provide redit ounseling, det management, redit repair, or det negotiation servies? If "Yes," omplete Shedule D, Part IV ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Did the organization, diretly or through a related organization, hold assets in temporarily restrited endowments, permanent endowments, or quasi-endowments? If "Yes," omplete Shedule D, Part V ~~~~~~~~~~~~~~~~~~~~~~~~ If the organization's answer to any of the following questions is "Yes," then omplete Shedule D, Parts VI, VII, VIII, I, or as appliale. Did the organization report an amount for land, uildings, and equipment in Part, line 10? If "Yes," omplete Shedule D, Part VI ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Did the organization report an amount for investments - other seurities in Part, line 1 that is 5% or more of its total assets reported in Part, line 16? If "Yes," omplete Shedule D, Part VII ~~~~~~~~~~~~~~~~~~~~~~~~~ Did the organization report an amount for investments - program related in Part, line 1 that is 5% or more of its total assets reported in Part, line 16? If "Yes," omplete Shedule D, Part VIII ~~~~~~~~~~~~~~~~~~~~~~~~~ Did the organization report an amount for other assets in Part, line 15 that is 5% or more of its total assets reported in Part, line 16? If "Yes," omplete Shedule D, Part I ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Did the organization report an amount for other liailities in Part, line 5? If "Yes," omplete Shedule D, Part ~~~~~~ Did the organization's separate or onsolidated finanial statements for the tax year inlude a footnote that addresses the organization's liaility for unertain tax positions under FIN 8 (ASC 70)? If "Yes," omplete Shedule D, Part ~~~~ Did the organization otain separate, independent audited finanial statements for the tax year? If "Yes," omplete Shedule D, Parts I and II ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Was the organization inluded in onsolidated, independent audited finanial statements for the tax year? If "Yes," and if the organization answered "No" to line 1a, then ompleting Shedule D, Parts I and II is optional ~~~~~ Is the organization a shool desried in setion 170()(1)(A)(ii)? If "Yes," omplete Shedule E ~~~~~~~~~~~~~~ 1a Did the organization maintain an offie, employees, or agents outside of the United States? ~~~~~~~~~~~~~~~~ Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, usiness, investment, and program servie ativities outside the United States, or aggregate foreign investments valued at $100,000 or more? If "Yes," omplete Shedule F, Parts I and IV ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Did the organization report on Part I, olumn (A), line, more than $5,000 of grants or assistane to any organization or entity loated outside the United States? If "Yes," omplete Shedule F, Parts II and IV ~~~~~~~~~~~~~~~~~ Did the organization report on Part I, olumn (A), line, more than $5,000 of aggregate grants or assistane to individuals loated outside the United States? If "Yes," omplete Shedule F, Parts III and IV ~~~~~~~~~~~~~~~~~~~~~ Did the organization report a total of more than $15,000 of expenses for professional fundraising servies on Part I, olumn (A), lines 6 and 11e? If "Yes," omplete Shedule G, Part I ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Did the organization report more than $15,000 total of fundraising event gross inome and ontriutions on Part VIII, lines 1 and 8a? If "Yes," omplete Shedule G, Part II ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Did the organization report more than $15,000 of gross inome from gaming ativities on Part VIII, line 9a? If "Yes," omplete Shedule G, Part III ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Did the organization operate one or more hospital failities? If "Yes," omplete Shedule H ~~~~~~~~~~~~~~~~ If "Yes" to line 0a, did the organization attah a opy of its audited finanial statements to this return? a d 11e 11f 1a 1 1 1a a Yes Page No 0 Form 990 (01)

4 Form 990 (01) PENCILS OF PROMISE INCORPORATED Part IV Cheklist of Required Shedules (ontinued) 1 a d 5a Setion 501()() and 501()() organizations. Did the organization engage in an exess enefit transation with a disqualified person during the year? If "Yes," omplete Shedule L, Part I ~~~~~~~~~~~~~~~~~~~~~~~~~ a Did the organization report more than $5,000 of grants and other assistane to any government or organization in the United States on Part I, olumn (A), line 1? If "Yes," omplete Shedule I, Parts I and II ~~~~~~~~~~~~~~~~~~ Did the organization report more than $5,000 of grants and other assistane to individuals in the United States on Part I, olumn (A), line? If "Yes," omplete Shedule I, Parts I and III ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Did the organization answer "Yes" to Part VII, Setion A, line,, or 5 aout ompensation of the organization's urrent and former offiers, diretors, trustees, key employees, and highest ompensated employees? If "Yes," omplete Shedule J ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Did the organization have a tax-exempt ond issue with an outstanding prinipal amount of more than $100,000 as of the last day of the year, that was issued after Deemer 1, 00? If "Yes," answer lines through d and omplete Shedule K. If "No", go to line 5 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Did the organization invest any proeeds of tax-exempt onds eyond a temporary period exeption? ~~~~~~~~~~~ Did the organization maintain an esrow aount other than a refunding esrow at any time during the year to defease any tax-exempt onds? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Did the organization at as an "on ehalf of" issuer for onds outstanding at any time during the year? ~~~~~~~~~~~ Is the organization aware that it engaged in an exess enefit transation with a disqualified person in a prior year, and that the transation has not een reported on any of the organization's prior Forms 990 or 990-EZ? If "Yes," omplete Shedule L, Part I ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Was a loan to or y a urrent or former offier, diretor, trustee, key employee, highest ompensated employee, or disqualified person outstanding as of the end of the organization's tax year? If "Yes," omplete Shedule L, Part II ~~~~~~~~~~~ Did the organization provide a grant or other assistane to an offier, diretor, trustee, key employee, sustantial ontriutor or employee thereof, a grant seletion ommittee memer, or to a 5% ontrolled entity or family memer of any of these persons? If "Yes," omplete Shedule L, Part III ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Was the organization a party to a usiness transation with one of the following parties (see Shedule L, Part IV instrutions for appliale filing thresholds, onditions, and exeptions): A urrent or former offier, diretor, trustee, or key employee? If "Yes," omplete Shedule L, Part IV ~~~~~~~~~~~ A family memer of a urrent or former offier, diretor, trustee, or key employee? If "Yes," omplete Shedule L, Part IV ~~ An entity of whih a urrent or former offier, diretor, trustee, or key employee (or a family memer thereof) was an offier, diretor, trustee, or diret or indiret owner? If "Yes," omplete Shedule L, Part IV~~~~~~~~~~~~~~~~~~~~~ Did the organization reeive more than $5,000 in non-ash ontriutions? If "Yes," omplete Shedule M ~~~~~~~~~ Did the organization reeive ontriutions of art, historial treasures, or other similar assets, or qualified onservation ontriutions? If "Yes," omplete Shedule M ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Did the organization liquidate, terminate, or dissolve and ease operations? If "Yes," omplete Shedule N, Part I ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Did the organization sell, exhange, dispose of, or transfer more than 5% of its net assets? If "Yes," omplete Shedule N, Part II ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Did the organization own 100% of an entity disregarded as separate from the organization under Regulations setions and ? If "Yes," omplete Shedule R, Part I ~~~~~~~~~~~~~~~~~~~~~~~~ Was the organization related to any tax-exempt or taxale entity? If "Yes," omplete Shedule R, Part II, III, or IV, and Part V, line 1 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 5a Did the organization have a ontrolled entity within the meaning of setion 51()(1)? ~~~~~~~~~~~~~~~~~~ If "Yes" to line 5a, did the organization reeive any payment from or engage in any transation with a ontrolled entity within the meaning of setion 51()(1)? If "Yes," omplete Shedule R, Part V, line ~~~~~~~~~~~~~~~~~~~ Setion 501()() organizations. Did the organization make any transfers to an exempt non-haritale related organization? If "Yes," omplete Shedule R, Part V, line ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Did the organization ondut more than 5% of its ativities through an entity that is not a related organization and that is treated as a partnership for federal inome tax purposes? If "Yes," omplete Shedule R, Part VI ~~~~~~~~ Did the organization omplete Shedule O and provide explanations in Shedule O for Part VI, lines 11 and 19? Note. All Form 990 filers are required to omplete Shedule O 1 a d 5a a a Yes Page No 8 Form 990 (01)

5 Form 990 (01) PENCILS OF PROMISE INCORPORATED Page 5 Part V Statements Regarding Other IRS Filings and Tax Compliane Chek if Shedule O ontains a response to any question in this Part V 1a Enter the numer reported in Box of Form Enter -0- if not appliale ~~~~~~~~~~~ a Enter the numer of Forms W-G inluded in line 1a. Enter -0- if not appliale ~~~~~~~~~~ 1 Did the organization omply with akup withholding rules for reportale payments to vendors and reportale gaming If at least one is reported on line a, did the organization file all required federal employment tax returns? ~~~~~~~~~~ Note. If the sum of lines 1a and a is greater than 50, you may e required to e-file (see instrutions) 7 Organizations that may reeive dedutile ontriutions under setion 170(). a Did the organization reeive a payment in exess of $75 made partly as a ontriution and partly for goods and servies provided to the payor? d e f g h If the organization reeived a ontriution of ars, oats, airplanes, or other vehiles, did the organization file a Form 1098-C? 8 Sponsoring organizations maintaining donor advised funds and setion 509(a)() supporting organizations. Did the supporting organization, or a donor advised fund maintained y a sponsoring organization, have exess usiness holdings at any time during the year? a a a 1a Sponsoring organizations maintaining donor advised funds. Setion 501()(7) organizations. Enter: Setion 501()(1) organizations. Enter: 1a Setion 97(a)(1) non-exempt haritale trusts. Is the organization filing Form 990 in lieu of Form 101? a (gamling) winnings to prize winners? a Enter the numer of employees reported on Form W-, Transmittal of Wage and Tax Statements, filed for the alendar year ending with or within the year overed y this return ~~~~~~~~~~ Did the organization have unrelated usiness gross inome of $1,000 or more during the year? ~~~~~~~~~~~~~~ If "Yes," has it filed a Form 990-T for this year? If "No," provide an explanation in Shedule O ~~~~~~~~~~~~~~~ a At any time during the alendar year, did the organization have an interest in, or a signature or other authority over, a finanial aount in a foreign ountry (suh as a ank aount, seurities aount, or other finanial aount)?~~~~~~~ If "Yes," enter the name of the foreign ountry: J GHANA, NICARAGUA See instrutions for filing requirements for Form TD F 90-.1, Report of Foreign Bank and Finanial Aounts. 5a Was the organization a party to a prohiited tax shelter transation at any time during the tax year? ~~~~~~~~~~~~ Did any taxale party notify the organization that it was or is a party to a prohiited tax shelter transation? ~~~~~~~~~ If "Yes," to line 5a or 5, did the organization file Form 8886-T? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 6a Does the organization have annual gross reeipts that are normally greater than $100,000, and did the organization soliit any ontriutions that were not tax dedutile as haritale ontriutions? If "Yes," did the organization inlude with every soliitation an express statement that suh ontriutions or gifts were not tax dedutile? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ If "Yes," did the organization notify the donor of the value of the goods or servies provided? Setion 501()(9) qualified nonprofit health insurane issuers. Note. See the instrutions for additional information the organization must report on Shedule O. Did the organization reeive any payments for indoor tanning servies during the tax year? ~~~~~~~~~~~~~~~~ If "Yes," has it filed a Form 70 to report these payments? If "No," provide an explanation in Shedule O 1a a ~~~~~~~~~~~~~~~~~~~~~~~~ Did the organization sell, exhange, or otherwise dispose of tangile personal property for whih it was required to file Form 88? ~~~~~~~~~~~~~~~ If "Yes," indiate the numer of Forms 88 filed during the year ~~~~~~~~~~~~~~~~ Did the organization reeive any funds, diretly or indiretly, to pay premiums on a personal enefit ontrat? Did the organization, during the year, pay premiums, diretly or indiretly, on a personal enefit ontrat? 7d 10a 10 11a ~~~~~~~ ~~~~~~~~~ If the organization reeived a ontriution of qualified intelletual property, did the organization file Form 8899 as required? ~ Did the organization make any taxale distriutions under setion 966? ~~~~~~~~~~~~~~~~~~~~~~~~~~ Did the organization make a distriution to a donor, donor advisor, or related person? ~~~~~~~~~~~~~~~~~~~ Initiation fees and apital ontriutions inluded on Part VIII, line 1 ~~~~~~~~~~~~~~~ Gross reeipts, inluded on Form 990, Part VIII, line 1, for puli use of lu failities ~~~~~~ Gross inome from memers or shareholders ~~~~~~~~~~~~~~~~~~~~~~~~~~ Gross inome from other soures (Do not net amounts due or paid to other soures against amounts due or reeived from them.) ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ If "Yes," enter the amount of tax-exempt interest reeived or arued during the year Is the organization liensed to issue qualified health plans in more than one state? ~~~~~~~~~~~~~~~~~~~~~ Enter the amount of reserves the organization is required to maintain y the states in whih the organization is liensed to issue qualified health plans ~~~~~~~~~~~~~~~~~~~~~~ Enter the amount of reserves on hand ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ a a 5a 5 5 6a 6 7a 7 7 7e 7f 7g 7h 8 9a 9 1a 1a 1a Yes No 1 Form 990 (01) 5

6 Form 990 (01) PENCILS OF PROMISE INCORPORATED Page 6 Part VI Governane, Management, and Dislosure For eah "Yes" response to lines through 7 elow, and for a "No" response to line 8a, 8, or 10 elow, desrie the irumstanes, proesses, or hanges in Shedule O. See instrutions. Chek if Shedule O ontains a response to any question in this Part VI Setion A. Governing Body and Management Yes No 1a Enter the numer of voting memers of the governing ody at the end of the tax year ~~~~~~ 1a 10 If there are material differenes in voting rights among memers of the governing ody, or if the governing a 9 Is there any offier, diretor, trustee, or key employee listed in Part VII, Setion A, who annot e reahed at the organization's mailing address? If "Yes," provide the names and addresses in Shedule O Setion B. Poliies (This Setion B requests information aout poliies not required y the Internal Revenue Code.) 1a a 16a exempt status with respet to suh arrangements? 16 Setion C. Dislosure 17 List the states with whih a opy of this Form 990 is required to e filed JAL,AK,AZ,AR,CA,CT,DC,GA,HI,IL,KS,KY ody delegated road authority to an exeutive ommittee or similar ommittee, explain in Shedule O. Enter the numer of voting memers inluded in line 1a, aove, who are independent ~~~~~~ Did any offier, diretor, trustee, or key employee have a family relationship or a usiness relationship with any other offier, diretor, trustee, or key employee? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Did the organization delegate ontrol over management duties ustomarily performed y or under the diret supervision of offiers, diretors, or trustees, or key employees to a management ompany or other person? ~~~~~~~~~~~~~~ Did the organization make any signifiant hanges to its governing douments sine the prior Form 990 was filed? ~~~~~ Did the organization eome aware during the year of a signifiant diversion of the organization's assets? ~~~~~~~~~ Did the organization have memers or stokholders? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 7a Did the organization have memers, stokholders, or other persons who had the power to elet or appoint one or more memers of the governing ody? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Are any governane deisions of the organization reserved to (or sujet to approval y) memers, stokholders, or persons other than the governing ody? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Did the organization ontemporaneously doument the meetings held or written ations undertaken during the year y the following: The governing ody? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Eah ommittee with authority to at on ehalf of the governing ody? Desrie in Shedule O the proess, if any, used y the organization to review this Form 990. Did the organization have a written onflit of interest poliy? If "No," go to line 1 ~~~~~~~~~~~~~~~~~~~~ Were offiers, diretors, or trustees, and key employees required to dislose annually interests that ould give rise to onflits? ~~~~~~ Did the organization regularly and onsistently monitor and enfore ompliane with the poliy? If "Yes," desrie in Shedule O how this was done ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ for puli inspetion. Indiate how you made these availale. Chek all that apply. Own wesite Another's wesite Upon request Other (explain in Shedule O) 1 ~~~~~~~~~~~~~~~~~~~~~~~~~~ 10a Did the organization have loal hapters, ranhes, or affiliates? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ If "Yes," did the organization have written poliies and proedures governing the ativities of suh hapters, affiliates, and ranhes to ensure their operations are onsistent with the organization's exempt purposes? ~~~~~~~~~~~~~ 11a Has the organization provided a omplete opy of this Form 990 to all memers of its governing ody efore filing the form? Did the organization have a written whistlelower poliy? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Did the organization have a written doument retention and destrution poliy? ~~~~~~~~~~~~~~~~~~~~~~ Did the proess for determining ompensation of the following persons inlude a review and approval y independent persons, omparaility data, and ontemporaneous sustantiation of the delieration and deision? The organization's CEO, Exeutive Diretor, or top management offiial Other offiers or key employees of the organization ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ If "Yes" to line 15a or 15, desrie the proess in Shedule O (see instrutions). ~~~~~~~~~~~~~~~~~~~~~~~~~~ Did the organization invest in, ontriute assets to, or partiipate in a joint venture or similar arrangement with a taxale entity during the year? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ If "Yes," did the organization follow a written poliy or proedure requiring the organization to evaluate its partiipation in joint venture arrangements under appliale federal tax law, and take steps to safeguard the organization's Setion 610 requires an organization to make its Forms 10 (or 10 if appliale), 990, and 990-T (Setion 501()()s only) availale Desrie in Shedule O whether (and if so, how), the organization made its governing douments, onflit of interest poliy, and finanial statements availale to the puli during the tax year. 0 State the name, physial address, and telephone numer of the person who possesses the ooks and reords of the organization: TOM CASAZZONE WEST 8TH STREET, RD FLOOR, NEW YORK, NY SEE SCHEDULE O FOR FULL LIST OF STATES Form 990 (01) a 7 8a a 10 11a 1a a 15 16a Yes No

7 Form 990 (01) PENCILS OF PROMISE INCORPORATED Page 7 Part VII Compensation of Offiers, Diretors, Trustees, Key Employees, Highest Compensated Employees, and Independent Contrators Chek if Shedule O ontains a response to any question in this Part VII Setion A. Offiers, Diretors, Trustees, Key Employees, and Highest Compensated Employees 1a Complete this tale for all persons required to e listed. Report ompensation for the alendar year ending with or within the organization's tax year. List all of the organization's urrent offiers, diretors, trustees (whether individuals or organizations), regardless of amount of ompensation. Enter -0- in olumns (D), (E), and (F) if no ompensation was paid. List all of the organization's urrent key employees, if any. See instrutions for definition of "key employee." List the organization's five urrent highest ompensated employees (other than an offier, diretor, trustee, or key employee) who reeived reportale ompensation (Box 5 of Form W- and/or Box 7 of Form 1099-MISC) of more than $100,000 from the organization and any related organizations. List all of the organization's former offiers, key employees, and highest ompensated employees who reeived more than $100,000 of reportale ompensation from the organization and any related organizations. List all of the organization's former diretors or trustees that reeived, in the apaity as a former diretor or trustee of the organization, more than $10,000 of reportale ompensation from the organization and any related organizations. List persons in the following order: individual trustees or diretors; institutional trustees; offiers; key employees; highest ompensated employees; and former suh persons. Chek this ox if neither the organization nor any related organization ompensated any urrent offier, diretor, or trustee. (A) (B) (C) (D) (E) (F) Name and Title Average hours per week (list any hours for related organizations elow line) Position (do not hek more than one ox, unless person is oth an offier and a diretor/trustee) Individual trustee or diretor Institutional trustee Offier Key employee Highest ompensated employee Former Reportale ompensation from the organization (W-/1099-MISC) Reportale ompensation from related organizations (W-/1099-MISC) Estimated amount of other ompensation from the organization and related organizations (1) ADAM BRAUN PRESIDENT & CEO 15, ,68. () RAY CHAMBERS 1.00 DIRECTOR () CHRIS CLARKE 1.00 DIRECTOR () KAREN HARRIS 1.00 DIRECTOR (5) BRAD HAUGEN CHAIRMAN (6) JOHN KLUGE JR DIRECTOR (7) RICHARD LENT 1.00 DIRECTOR (8) HOPE TAITZ 1.00 DIRECTOR (9) RAHUL TEJWANI 1.00 SECRETARY (10) MICHAEL WEISS 1.00 TREASURER (11) TOM CASAZZONE 0.00 CHIEF FINANCIAL OFFICER 76, Form 990 (01) 7

8 Form 990 (01) PENCILS OF PROMISE INCORPORATED Page 8 Part VII Setion A. Offiers, Diretors, Trustees, Key Employees, and Highest Compensated Employees (ontinued) (A) (B) (C) (D) (E) (F) Name and title Average Position (do not hek more than one Reportale Reportale Estimated hours per ox, unless person is oth an ompensation ompensation amount of week offier and a diretor/trustee) from from related other (list any the organizations ompensation hours for organization (W-/1099-MISC) from the related (W-/1099-MISC) organization organizations and related elow organizations line) Individual trustee or diretor Institutional trustee Offier Key employee Highest ompensated employee Former 1 d Su-total~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Total from ontinuation sheets to Part VII, Setion A ~~~~~~~~ Total (add lines 1 and 1) Did the organization list any former offier, diretor, or trustee, key employee, or highest ompensated employee on line 1a? If "Yes," omplete Shedule J for suh individual ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 5 Did any person listed on line 1a reeive or arue ompensation from any unrelated organization or individual for servies rendered to the organization? If "Yes," omplete Shedule J for suh person Setion B. Independent Contrators 1 Total numer of individuals (inluding ut not limited to those listed aove) who reeived more than $100,000 of reportale ompensation from the organization For any individual listed on line 1a, is the sum of reportale ompensation and other ompensation from the organization and related organizations greater than $150,000? If "Yes," omplete Shedule J for suh individual~~~~~~~~~~~~~ Complete this tale for your five highest ompensated independent ontrators that reeived more than $100,000 of ompensation from the organization. Report ompensation for the alendar year ending with or within the organization's tax year. 1,. 0., ,. 0.,68. (A) (B) (C) Name and usiness address NONE Desription of servies Compensation 5 Yes No Total numer of independent ontrators (inluding ut not limited to those listed aove) who reeived more than $100,000 of ompensation from the organization 0 Form 990 (01) 8

9 Form 990 (01) PENCILS OF PROMISE INCORPORATED Page 9 Part VIII Statement of Revenue Chek if Shedule O ontains a response to any question in this Part VIII (A) (B) (C) (D) Total revenue Related or Unrelated Revenue exluded exempt funtion usiness from tax under setions 51, revenue revenue 51, or 51 Contriutions, Gifts, Grants and Other Similar Amounts Program Servie Revenue Other Revenue 1 a d e f g Nonash ontriutions inluded in lines 1a-1f: $ a 5 d e f g 6 a d d 9 a 10 a Federated ampaigns Memership dues ~~~~~~ ~~~~~~~~ Fundraising events ~~~~~~~~ Related organizations ~~~~~~ Government grants (ontriutions) All other ontriutions, gifts, grants, and similar amounts not inluded aove ~~ 1a 1 1 1,0,69. 1d 1e All other program servie revenue ~~~~~ Total. Add lines a-f Investment inome (inluding dividends, interest, and a 17, ,96. a a Business Code other similar amounts) ~~~~~~~~~~~~~~~~~ Inome from investment of tax-exempt ond proeeds Royalties Gross rents ~~~~~~~ Less: rental expenses~~~ Rental inome or (loss) Net rental inome or (loss) ~~ 7 a Gross amount from sales of assets other than inventory Less: ost or other asis and sales expenses ~~~ Gain or (loss) ~~~~~~~ (i) Real (ii) Personal (i) Seurities (ii) Other Net gain or (loss) 8 a Gross inome from fundraising events (not inluding $ 1,0,69. of ontriutions reported on line 1). See Part IV, line 18 ~~~~~~~~~~~~~ Less: diret expenses~~~~~~~~~~ Net inome or (loss) from fundraising events Gross inome from gaming ativities. See Part IV, line 19 ~~~~~~~~~~~~~ Less: diret expenses ~~~~~~~~~ Net inome or (loss) from gaming ativities Gross sales of inventory, less returns and allowanes ~~~~~~~~~~~~~ Less: ost of goods sold ~~~~~~~~ 1f,86,6. h Total. Add lines 1a-1f 5,09,10. Net inome or (loss) from sales of inventory Misellaneous Revenue Business Code 11 a MERCHANDISE SALES ,98. 7,98. OTHER INCOME ,18. 9,18. -9,16. -9,16. d All other revenue ~~~~~~~~~~~~~ e Total. Add lines 11a-11d ~~~~~~~~~~~~~~~ 7,8. 1 Total revenue. See instrutions. 5,016,95. 7, , Form 990 (01) 9

10 Form 990 (01) PENCILS OF PROMISE INCORPORATED Page 10 Part I Statement of Funtional Expenses Setion 501()() and 501()() organizations must omplete all olumns. All other organizations must omplete olumn (A). Chek if Shedule O ontains a response to any question in this Part I Do not inlude amounts reported on lines 6, (A) (B) (C) (D) Total expenses Program servie Management and Fundraising 7, 8, 9, and 10 of Part VIII. expenses general expenses expenses 1 Grants and other assistane to governments and organizations in the United States. See Part IV, line 1 10, , a d e f g a d Grants and other assistane to individuals in the United States. See Part IV, line ~~~ Grants and other assistane to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16 ~ Benefits paid to or for memers ~~~~~~~ Compensation of urrent offiers, diretors, trustees, and key employees ~~~~~~~~ Compensation not inluded aove, to disqualified persons (as defined under setion 958(f)(1)) and persons desried in setion 958()()(B) ~~~ Other salaries and wages ~~~~~~~~~~ Pension plan aruals and ontriutions (inlude setion 01(k) and 0() employer ontriutions) Other employee enefits ~~~~~~~~~~ Payroll taxes ~~~~~~~~~~~~~~~~ Fees for servies (non-employees): Management ~~~~~~~~~~~~~~~~ Legal ~~~~~~~~~~~~~~~~~~~~ Aounting ~~~~~~~~~~~~~~~~~ Loying ~~~~~~~~~~~~~~~~~~ Professional fundraising servies. See Part IV, line 17 Investment management fees ~~~~~~~~ Other. (If line 11g amount exeeds 10% of line 5, olumn (A) amount, list line 11g expenses on Sh O.) Advertising and promotion ~~~~~~~~~ Offie expenses~~~~~~~~~~~~~~~ Information tehnology ~~~~~~~~~~~ Royalties ~~~~~~~~~~~~~~~~~~ Oupany ~~~~~~~~~~~~~~~~~ Travel ~~~~~~~~~~~~~~~~~~~ Payments of travel or entertainment expenses for any federal, state, or loal puli offiials Conferenes, onventions, and meetings ~~ Interest ~~~~~~~~~~~~~~~~~~ Payments to affiliates ~~~~~~~~~~~~ Depreiation, depletion, and amortization ~~ Insurane ~~~~~~~~~~~~~~~~~ Other expenses. Itemize expenses not overed aove. (List misellaneous expenses in line e. If line e amount exeeds 10% of line 5, olumn (A) e All other expenses 5 Total funtional expenses. Add lines 1 through e 6 Joint osts. Complete this line only if the organization reported in olumn (B) joint osts from a omined 106, ,50. 6, , ,067. 6,69. 59,90. 0,065. 5,057. 1,798. 6,978. 0,680. 8, ,9. 5,6.,6. 6,61. 1, ,5. 15,5. 19,50. 19,50. 16,7. 16,7. 87,856. 6,76. 9,060.,50. 68,86.,906. 8, ,9. 19,8. 19,8. 108,76. 69,597. 1,17. 5,01. 19,7. 17,51. 1, ,91. 1,70.,18. 16,16. 15, ,5. 5,5. amount, list line e expenses on Shedule O.) ~~ SCHOOL AND CONSTRUCTION 1,7,6. 1,7,6. SCHOOL SUSTAINABILITY C 7,09. 7,09. WEBSITE 17, ,599. MISCELLANEOUS 16,9. 10,75.,065.,799.,1. 1, ,007. 1,70.,0,69.,77, ,56. 86,09. eduational ampaign and fundraising soliitation. Chek here if following SOP 98- (ASC ) Form 990 (01) 10

11 Form 990 (01) PENCILS OF PROMISE INCORPORATED Page 11 Part Balane Sheet Chek if Shedule O ontains a response to any question in this Part Net Assets or Fund Balanes Liailities Assets (A) (B) Beginning of year End of year 1 Cash - non-interest-earing ~~~~~~~~~~~~~~~~~~~~~~~~~ 1,001, ,9,8. Savings and temporary ash investments ~~~~~~~~~~~~~~~~~~ 06,0. 651,0. Pledges and grants reeivale, net ~~~~~~~~~~~~~~~~~~~~~ 81,811. Aounts reeivale, net ~~~~~~~~~~~~~~~~~~~~~~~~~~ 68,060.,90. 5 Loans and other reeivales from urrent and former offiers, diretors, trustees, key employees, and highest ompensated employees. Complete Part II of Shedule L ~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 5 6 Loans and other reeivales from other disqualified persons (as defined under setion 958(f)(1)), persons desried in setion 958()()(B), and ontriuting employers and sponsoring organizations of setion 501()(9) voluntary employees' enefiiary organizations (see instr). Complete Part II of Sh L ~~ 6 7 Notes and loans reeivale, net ~~~~~~~~~~~~~~~~~~~~~~~ 7 8 Inventories for sale or use ~~~~~~~~~~~~~~~~~~~~~~~~~~ 5, Prepaid expenses and deferred harges ~~~~~~~~~~~~~~~~~~, , a Land, uildings, and equipment: ost or other asis. Complete Part VI of Shedule D ~~~ 10a 86,9. Less: aumulated depreiation ~~~~~~ 10 5,55. 97, , Investments - pulily traded seurities ~~~~~~~~~~~~~~~~~~~ Investments - other seurities. See Part IV, line 11 ~~~~~~~~~~~~~~ Investments - program-related. See Part IV, line 11 ~~~~~~~~~~~~~ 1 1 Intangile assets ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 1 15 Other assets. See Part IV, line 11 ~~~~~~~~~~~~~~~~~~~~~~ 5, , Total assets. Add lines 1 through 15 (must equal line ) 1,87,87. 16,78,7. 17 Aounts payale and arued expenses ~~~~~~~~~~~~~~~~~~ 6, , Grants payale ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Deferred revenue ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 19 0,70. 0 Tax-exempt ond liailities ~~~~~~~~~~~~~~~~~~~~~~~~~ 0 1 Esrow or ustodial aount liaility. Complete Part IV of Shedule D ~~~~ 1 Loans and other payales to urrent and former offiers, diretors, trustees, key employees, highest ompensated employees, and disqualified persons. Complete Part II of Shedule L ~~~~~~~~~~~~~~~~~~~~~~~ Seured mortgages and notes payale to unrelated third parties ~~~~~~ 5 Unseured notes and loans payale to unrelated third parties ~~~~~~~~ Other liailities (inluding federal inome tax, payales to related third parties, and other liailities not inluded on lines 17-). Complete Part of 6 Shedule D ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 5 Total liailities. Add lines 17 through 5 6, Organizations that follow SFAS 117 (ASC 958), hek here and 10,591. omplete lines 7 through 9, and lines and. 7 Unrestrited net assets ~~~~~~~~~~~~~~~~~~~~~~~~~~~ 1,57,707. 7,888, Temporarily restrited net assets ~~~~~~~~~~~~~~~~~~~~~~ 8, ,1. 9 Permanently restrited net assets ~~~~~~~~~~~~~~~~~~~~~ 9 Organizations that do not follow SFAS 117 (ASC 958), hek here and omplete lines 0 through. 0 1 Capital stok or trust prinipal, or urrent funds ~~~~~~~~~~~~~~~ Paid-in or apital surplus, or land, uilding, or equipment fund ~~~~~~~~ 0 1 Retained earnings, endowment, aumulated inome, or other funds ~~~~ Total net assets or fund alanes ~~~~~~~~~~~~~~~~~~~~~~ 1,811,95.,6,11. Total liailities and net assets/fund alanes 1,87,87.,78,7. Form 990 (01)

12 Form 990 (01) PENCILS OF PROMISE INCORPORATED Page 1 Part I Reoniliation of Net Assets Chek if Shedule O ontains a response to any question in this Part I Net assets or fund alanes at end of year. Comine lines through 9 (must equal Part, line, olumn (B)) 10,6,11. Part II Finanial Statements and Reporting Chek if Shedule O ontains a response to any question in this Part II Yes No 1 Aounting method used to prepare the Form 990: Cash Arual Other a Total revenue (must equal Part VIII, olumn (A), line 1) Total expenses (must equal Part I, olumn (A), line 5) ~~~~~~~~~~~~~~~~~~~~~~~~~~ Revenue less expenses. Sutrat line from line 1 ~~~~~~~~~~~~~~~~~~~~~~~~~~ ~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Net assets or fund alanes at eginning of year (must equal Part, line, olumn (A)) ~~~~~~~~~~ Net unrealized gains (losses) on investments Donated servies and use of failities Investment expenses Prior period adjustments ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Other hanges in net assets or fund alanes (explain in Shedule O) ~~~~~~~~~~~~~~~~~~~ If the organization hanged its method of aounting from a prior year or heked "Other," explain in Shedule O. Were the organization's finanial statements ompiled or reviewed y an independent aountant? ~~~~~~~~~~~~ If "Yes," hek a ox elow to indiate whether the finanial statements for the year were ompiled or reviewed on a separate asis, onsolidated asis, or oth: Separate asis Consolidated asis Both onsolidated and separate asis Were the organization's finanial statements audited y an independent aountant? ~~~~~~~~~~~~~~~~~~~ If "Yes," hek a ox elow to indiate whether the finanial statements for the year were audited on a separate asis, onsolidated asis, or oth: Separate asis Consolidated asis Both onsolidated and separate asis If "Yes" to line a or, does the organization have a ommittee that assumes responsiility for oversight of the audit, review, or ompilation of its finanial statements and seletion of an independent aountant?~~~~~~~~~~~~~~~ If the organization hanged either its oversight proess or seletion proess during the tax year, explain in Shedule O. a As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit At and OMB Cirular A-1? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ If "Yes," did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why in Shedule O and desrie any steps taken to undergo suh audits ,016,95.,0,69. 1,81,86. 1,811,95. a a 0. Form 990 (01)

13 SCHEDULE A (Form 990 or 990-EZ) Department of the Treasury Internal Revenue Servie Complete if the organization is a setion 501()() organization or a setion 97(a)(1) nonexempt haritale trust. Attah to Form 990 or Form 990-EZ. See separate instrutions. OMB No Open to Puli Inspetion Name of the organization Employer identifiation numer PENCILS OF PROMISE INCORPORATED Part I Reason for Puli Charity Status (All organizations must omplete this part.) See instrutions e f g h ity, and state: An organization operated for the enefit of a ollege or university owned or operated y a governmental unit desried in setion 170()(1)(A)(iv). (Complete Part II.) A federal, state, or loal government or governmental unit desried in setion 170()(1)(A)(v). An organization that normally reeives a sustantial part of its support from a governmental unit or from the general puli desried in setion 170()(1)(A)(vi). (Complete Part II.) A ommunity trust desried in setion 170()(1)(A)(vi). (Complete Part II.) An organization that normally reeives: (1) more than 1/% of its support from ontriutions, memership fees, and gross reeipts from ativities related to its exempt funtions - sujet to ertain exeptions, and () no more than 1/% of its support from gross investment inome and unrelated usiness taxale inome (less setion 511 tax) from usinesses aquired y the organization after June 0, See setion 509(a)(). (Complete Part III.) An organization organized and operated exlusively to test for puli safety. See setion 509(a)(). An organization organized and operated exlusively for the enefit of, to perform the funtions of, or to arry out the purposes of one or more pulily supported organizations desried in setion 509(a)(1) or setion 509(a)(). See setion 509(a)(). Chek the ox that desries the type of supporting organization and omplete lines 11e through 11h. a Type I Type II Type III - Funtionally integrated d Type III - Non-funtionally integrated By heking this ox, I ertify that the organization is not ontrolled diretly or indiretly y one or more disqualified persons other than foundation managers and other than one or more pulily supported organizations desried in setion 509(a)(1) or setion 509(a)(). If the organization reeived a written determination from the IRS that it is a Type I, Type II, or Type III supporting organization, hek this ox ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Sine August 17, 006, has the organization aepted any gift or ontriution from any of the following persons? (i) (ii) (iii) Puli Charity Status and Puli Support A person who diretly or indiretly ontrols, either alone or together with persons desried in (ii) and (iii) elow, the governing ody of the supported organization? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ A family memer of a person desried in (i) aove? ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ A 5% ontrolled entity of a person desried in (i) or (ii) aove? ~~~~~~~~~~~~~~~~~~~~~~~~ Provide the following information aout the supported organization(s). 01 The organization is not a private foundation eause it is: (For lines 1 through 11, hek only one ox.) 1 A hurh, onvention of hurhes, or assoiation of hurhes desried in setion 170()(1)(A)(i). A shool desried in setion 170()(1)(A)(ii). (Attah Shedule E.) A hospital or a ooperative hospital servie organization desried in setion 170()(1)(A)(iii). A medial researh organization operated in onjuntion with a hospital desried in setion 170()(1)(A)(iii). Enter the hospital's name, 11g(i) 11g(ii) 11g(iii) Yes No (i) Name of supported (ii) EIN (iii) Type of organization (iv) Is the organization (v) Did you notify the (vi) Is the (vii) (desried on lines 1-9 in ol. (i) listed in your organization in ol. organization in ol. Amount of monetary organization (i) organized in the support aove or IRC setion governing doument? (i) of your support? U.S.? (see instrutions) ) Yes No Yes No Yes No Total LHA For Paperwork Redution At Notie, see the Instrutions for Form 990 or 990-EZ. Shedule A (Form 990 or 990-EZ)

14 Shedule A (Form 990 or 990-EZ) 01 PENCILS OF PROMISE INCORPORATED Page Part II Support Shedule for Organizations Desried in Setions 170()(1)(A)(iv) and 170()(1)(A)(vi) (Complete only if you heked the ox on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed elow, please omplete Part III.) Setion A. Puli Support Calendar year (or fisal year eginning in) 1 5 Total. Add lines 1 through ~~~ 6 Puli support. Sutrat line 5 from line. Calendar year (or fisal year eginning in) assets (Explain in Part IV.) ~~~~ Total support. Add lines 7 through 10 (a) 008 () 009 () 010 (d) 011 (e) 01 (f) Total (a) 008 () 009 () 010 (d) 011 (e) 01 (f) Total 58,77. 57, First five years. If the Form 990 is for the organization's first, seond, third, fourth, or fifth tax year as a setion 501()() organization, hek this ox and stop here Setion C. Computation of Puli Support Perentage a 1/% support test If the organization did not hek the ox on line 1, and line 1 is 1/% or more, hek this ox and stop here. The organization qualifies as a pulily supported organization ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ 17a 10% -fats-and-irumstanes test If the organization did not hek a ox on line 1, 16a, or 16, and line 1 is 10% or more, 18 Gifts, grants, ontriutions, and memership fees reeived. (Do not inlude any "unusual grants.") ~~ Tax revenues levied for the organization's enefit and either paid to or expended on its ehalf ~~~~ The value of servies or failities furnished y a governmental unit to the organization without harge ~ The portion of total ontriutions y eah person (other than a governmental unit or pulily supported organization) inluded on line 1 that exeeds % of the amount shown on line 11, olumn (f) ~~~~~~~~~~~~ Setion B. Total Support Amounts from line ~~~~~~~ Gross inome from interest, dividends, payments reeived on seurities loans, rents, royalties and inome from similar soures ~ Net inome from unrelated usiness ativities, whether or not the usiness is regularly arried on ~ Other inome. Do not inlude gain or loss from the sale of apital 58,77. 57, ,77. 57, Gross reeipts from related ativities, et. (see instrutions) ~~~~~~~~~~~~~~~~~~~~~~~ Puli support perentage for 01 (line 6, olumn (f) divided y line 11, olumn (f)) ~~~~~~~~~~~~ Puli support perentage from 011 Shedule A, Part II, line 1 ~~~~~~~~~~~~~~~~~~~~~ 1/% support test If the organization did not hek a ox on line 1 or 16a, and line 15 is 1/% or more, hek this ox and stop here. The organization qualifies as a pulily supported organization ~~~~~~~~~~~~~~~~~~~~~~~~~~~~ and if the organization meets the "fats-and-irumstanes" test, hek this ox and stop here. Explain in Part IV how the organization meets the "fats-and-irumstanes" test. The organization qualifies as a pulily supported organization ~~~~~~~~~~~~~~~ 10% -fats-and-irumstanes test If the organization did not hek a ox on line 1, 16a, 16, or 17a, and line 15 is 10% or more, and if the organization meets the "fats-and-irumstanes" test, hek this ox and stop here. Explain in Part IV how the organization meets the "fats-and-irumstanes" test. The organization qualifies as a pulily supported organization ~~~~~~~~ Private foundation. If the organization did not hek a ox on line 1, 16a, 16, 17a, or 17, hek this ox and see instrutions ,18. 9, ,90. Shedule A (Form 990 or 990-EZ) 01 % %

15 Shedule A (Form 990 or 990-EZ) 01 Part III Support Shedule for Organizations Desried in Setion 509(a)() Calendar year (or fisal year eginning in) The value of servies or failities furnished y a governmental unit to the organization without harge ~ Total. Add lines 1 through 5 ~~~ 7a Amounts inluded on lines 1,, and reeived from disqualified persons Amounts inluded on lines and reeived from other than disqualified persons that exeed the greater of $5,000 or 1% of the amount on line 1 for the year ~~~~~~ Add lines 7a and 7 ~~~~~~~ 8 Puli support (Sutrat line 7 from line 6.) Calendar year (or fisal year eginning in) 9 Amounts from line 6 ~~~~~~~ 10a Gross inome from interest, dividends, payments reeived on seurities loans, rents, royalties and inome from similar soures ~ Unrelated usiness taxale inome (less setion 511 taxes) from usinesses aquired after June 0, 1975 ~~~~ (a) 008 () 009 () 010 (d) 011 (e) 01 (f) Total (a) 008 () 009 () 010 (d) 011 (e) 01 (f) Total Page 1 First five years. If the Form 990 is for the organization's first, seond, third, fourth, or fifth tax year as a setion 501()() organization, hek this ox and stop here Setion C. Computation of Puli Support Perentage 15 Puli support perentage for 01 (line 8, olumn (f) divided y line 1, olumn (f)) ~~~~~~~~~~~~ 15 % 16 Puli support perentage from 011 Shedule A, Part III, line 15 Setion D. Computation of Investment Inome Perentage (Complete only if you heked the ox on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed elow, please omplete Part II.) Setion A. Puli Support Gifts, grants, ontriutions, and memership fees reeived. (Do not inlude any "unusual grants.") ~~ Gross reeipts from admissions, merhandise sold or servies performed, or failities furnished in any ativity that is related to the organization's tax-exempt purpose Gross reeipts from ativities that are not an unrelated trade or usiness under setion 51 ~~~~~ Tax revenues levied for the organization's enefit and either paid to or expended on its ehalf ~~~~ Setion B. Total Support Add lines 10a and 10 ~~~~~~ Net inome from unrelated usiness ativities not inluded in line 10, whether or not the usiness is regularly arried on ~~~~~~~ Other inome. Do not inlude gain or loss from the sale of apital assets (Explain in Part IV.) ~~~~ Total support. (Add lines 9, 10, 11, and 1.) Investment inome perentage for 01 (line 10, olumn (f) divided y line 1, olumn (f)) Investment inome perentage from 011 Shedule A, Part III, line 17 ~~~~~~~~~~~~~~~~~~ 16 ~~~~~~~~ 17 % 19a 1/% support tests If the organization did not hek the ox on line 1, and line 15 is more than 1/%, and line 17 is not more than 1/%, hek this ox and stop here. The organization qualifies as a pulily supported organization ~~~~~~~~~~ 1/% support tests If the organization did not hek a ox on line 1 or line 19a, and line 16 is more than 1/%, and line 18 is not more than 1/%, hek this ox and stop here. The organization qualifies as a pulily supported organization~~~~ 0 Private foundation. If the organization did not hek a ox on line 1, 19a, or 19, hek this ox and see instrutions Shedule A (Form 990 or 990-EZ) % %