PROJECT ACCESS, INC. CERTIFIED PUBLIC ACCOUNTANT'S AUDITED FINANCIAL STATEMENTS

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CERTIFIED PUBLIC ACCOUNTANT'S AUDITED FINANCIAL STATEMENTS Year Ended December 31, 2016

DECEMBER 31, 2016 TABLE OF CONTENTS Financial Statements Independent Auditor s Report on Financial Statements... 1-2 Statement of Financial Position... 3 Statement of Activities... 4 Statement of Functional Expenses... 5 Statement of Cash Flows... 6 Notes to Financial Statements... 7-12

Stephens, Reidinger & Beller LLP 1301 Dove St., Suite 890 Certified Public Accountants Newport Beach, CA 92660 Telephone 949 752 7400 Facsimile 949 752 1883 www.srbcpa.com Independent Auditor s Report To the Board of Directors Project Access, Inc. We have audited the accompanying financial statements of Project Access, Inc., which comprise the statement of financial position as of December 31, 2016, and the related statements of activities, functional expenses, and cash flows for the year then ended, and the related notes to the financial statements. Management s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Project Access, Inc. as of December 31, 2016, and the changes in its net assets and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America. Report on Summarized Comparative Information We have previously audited Project Access, Inc. s December 31, 2015 financial statements, and we expressed an unmodified opinion on those audited financial statements in our report dated March 17, 2016. In our opinion, the summarized comparative information presented herein as of and for the year ended December 31, 2015, is consistent, in all material respects, with the audited financial statements from which it has been derived. Newport Beach, California March 22, 2017

STATEMENT OF FINANCIAL POSITION December 31, 2016 and 2015 ASSETS 2016 2015 Current assets Cash and cash equivalents $ 1,352,959 $ 1,274,391 Accounts receivable 88,617 62,236 Prepaid expenses 31,735 - Total current assets 1,473,311 1,336,627 Property and equipment, net of accumulated depreciation 18,492 14,513 Other assets Investments 9,935 9,328 Refundable security deposits 12,921 9,923 Total other assets 22,856 19,251 Total assets $ 1,514,659 $ 1,370,391 LIABILITIES AND NET ASSETS Current liabilities Accounts payable $ 39,850 $ 23,277 Accrued liabilities 248,700 197,066 Total current liabilities 288,550 220,343 Net assets Unrestricted 1,066,439 1,042,597 Temporarily restricted 159,670 107,451 Total net assets 1,226,109 1,150,048 Total liabilities and net assets $ 1,514,659 $ 1,370,391 The accompanying notes are an integral part of these financial statements. 3

STATEMENT OF ACTIVITIES For the Year Ended December 31, 2016 With Comparative Totals for 2015 Support and revenue Program revenue Contributions 45,582 Temporarily 2016 2015 Unrestricted Restricted Total Total $ 179,461 $ 225,043 $ 144,856 Grants 7,000 265,700 272,700 220,025 Contract Revenue 57,161-57,161 Program service fees 3,608,490-3,608,490 3,375,468 Total public support 3,718,233 445,161 4,163,394 3,740,349 Operating support and other revenue In-kind contributions 1,672,129-1,672,129 1,475,931 Special events, net of direct expenses of $156,416 and $151,522, respectively 311,590-311,590 319,152 Interest and other income 2,074 607 2,681 2,777 Net assets released from restrictions 393,549 (393,549) - - Total revenue and support 6,097,575 52,219 6,149,794 5,538,209 Expenses Program services 5,060,400-5,060,400 4,427,420 Support services Management and general 483,162-483,162 424,566 Fundraising 523,081-523,081 676,940 Total operating expenses before depreciation 6,066,643-6,066,643 5,528,926 Depreciation expense 7,090-7,090 6,420 Total operating expenses 6,073,733-6,073,733 5,535,346 Increase in net assets 23,842 52,219 76,061 2,863 Beginning net assets 1,042,597 107,451 1,150,048 1,147,185 Ending net assets $ 1,066,439 $ 159,670 $ 1,226,109 $ 1,150,048 The accompanying notes are an integral part of these financial statements. 4

STATEMENT OF FUNCTIONAL EXPENSES For the Year Ended December 31, 2016 With Comparative Totals for 2015 Program Services Management & General Fundraising 2016 Total 2015 Total Administrative expenses $ 85,317 $ 11,667 $ 10,567 $ 107,551 $ 96,591 Salaries & related expenses 2,798,824 365,123 384,860 3,548,807 3,062,119 Marketing - - 26,308 26,308 72,609 Staff & volunteer expenses 77,736 4,559 1,886 84,181 56,197 Contract services expenses 9,776 316 12,354 22,446 228,223 Facilities expenses 79,823 17,822 2,003 99,648 75,638 Site programs/services 259,488 - - 259,488 210,861 Insurance & business expenses 25,819 2,096-27,915 25,544 Partnership development 152 1,415 8,755 10,322 14,393 Occupancy expenses 46,394 57,839 4,449 108,682 123,843 Professional fees - 13,900-13,900 12,875 Travel expenses 74,762 8,425 2,079 85,266 74,103 In-kind expenses 1,602,309-69,820 1,672,129 1,475,930 Operating expenses before depreciation 5,060,400 483,162 523,081 6,066,643 5,528,926 Depreciation 5,672 709 709 7,090 6,420 Total expenses $ 5,066,072 $ 483,871 $ 523,790 $ 6,073,733 $ 5,535,346 The accompanying notes are an integral part of these financial statements. 5

STATEMENT OF CASH FLOWS For the Years Ended December 31, 2016 and 2015 Cash flows from operating activities 2016 2015 Increase/(Decrease) in net assets $ 76,061 $ 2,863 Adjustments to reconcile net income to net Depreciation expense 7,090 6,420 Decrease (increase) in operating assets Accounts receivable (26,380) 68,821 Refundable security deposits (2,998) - Prepaid expenses (31,735) 29,981 Increase (decrease) in operating liabilities Accounts payable 16,573 12,407 Accrued liabilities 51,634 (78,466) Total adjustments 14,184 39,163 Net cash provided by operating activities 90,245 42,026 Cash flows from investing activities Purchase of property and equipment (11,070) (6,741) Investments (607) 10,117 Net cash provided/(used) by investing activities (11,677) 3,376 Net increase in cash and cash equivalents 78,568 45,402 Cash and cash equivalents at beginning of year 1,274,391 1,228,989 Cash and cash equivalents at end of year $ 1,352,959 $ 1,274,391 The accompanying notes are an integral part of these financial statements. 6

NOTES TO FINANCIAL STATEMENTS December 31, 2016 NOTE 1: ORGANIZATION AND NATURE OF SERVICES Project Access, Inc. (the Organization) is a non-profit benefit corporation formed in 1999 for charitable and educational purposes. The Organization works in concert with the public sector and property owners to establish and operate resource centers serving low-income residents in communities in California, Arizona, Georgia and Colorado. At these centers, the Organization services low and very-low income families and seniors by providing free, on-site programs in education, health and other areas, including, as appropriate, after-school enrichment activities, homework assistance and academic tutoring, education in English as a Second Language, job skills and computer training, education in prenatal care, child development and parenting skills, nutrition, and access to healthcare screenings and medical insurance. NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The following is a summary of the significant accounting policies of the Organization. Financial Statement Presentation The financial statements are presented on the accrual basis of accounting. The Organization reports information regarding its financial position and activities according to three classes of net assets: unrestricted net assets, temporarily restricted net assets and permanently restricted net assets. Contributions are recognized when the donor makes a promise to give that is, in substance, unconditional. Support that is restricted by a donor is reported as an increase in unrestricted net assets if the restriction expires in the reporting period in which the support is recognized. All other donorrestricted support is reported as an increase in temporarily or permanently restricted net assets, depending on the nature of the restriction. When a restriction expires (that is, when a purpose of the restriction is accomplished or a stipulated time restriction ends), temporarily restricted net assets are reclassified to unrestricted net assets and reported in the Statement of Activities as net assets released from restrictions. At December 31, 2016 and 2015, the Organization had assets classified as temporarily restricted in the amount of $159,670 and $107,451, respectively. There were no permanently restricted assets as of December 31, 2016 and 2015. The Organization uses the allowance method to determine uncollectible receivables. Based on prior years experience and an analysis of account balances at December 31, 2016, management believes that all receivables are collectible and therefore no allowance for doubtful accounts has been made. 7

NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 2016 NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Financial Statement Presentation (continued) The financial statements include certain prior-year summarized comparative information in total but not by net asset class. Such information does not include sufficient detail to constitute a presentation in conformity with generally accepted accounting principles. Accordingly, such information should be read in conjunction with the Organization s financial statements for the year ended December 31, 2015, from which the summarized information was derived. Cash and Cash Equivalents The Organization considers all highly liquid investments with a maturity of three months or less to be cash equivalents. Revenue Recognition The Organization operates resource centers serving low-income residents in communities in California, Arizona, Georgia and Colorado. The Organization receives fees from the property owners based on an annually negotiated rate. Fees are recognized when services are rendered. Functional Allocation of Expense The costs of providing programs and services have been summarized on a functional basis in the statement of activities. Accordingly, certain costs have been allocated among the programs and supporting services benefited. Income Taxes The Organization is exempt from Federal and California income tax under Internal Revenue Code (IRC) Section 501(c)(3) and Section 23701 of the California Revenue and Taxation Code. Therefore no provision for income taxes has been included in the accompanying financial statements. Property and Equipment The Organization records purchased property and equipment at cost. Donated property is capitalized at its estimated fair market value at the time of donation. Depreciation of property and equipment is recorded on the straight-line basis over five years. Repairs and maintenance are expensed as incurred. 8

NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 2016 NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Accrued Liabilities Accumulated unpaid employee vacation benefits and other compensation obligations are accrued as liabilities of the Organization at the time incurred. Accrued liabilities consist of the following at December 31, 2016 and 2015: 2016 2015 Accrued Payroll Liabilities 113,622 $ 86,510 Accumulated unpaid employee vacation benefits 135,078 110,556 Donated Services and Materials $ 248,700 $ 197,066 When donated materials are received they are included in the accompanying financial statements where estimates of market value are available to measure the value of such materials. Contributed facilities are reported as in-kind contributions and expenses based upon the estimated usage value of the premises. Donated services are recognized when a non-financial asset is created or specialized skills are required and the Organization would otherwise need to purchase the services. Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. NOTE 3: CONCENTRATION OF CREDIT RISK The organization maintains deposits in a financial institution that at times exceeds amounts covered by insurance provided by the U.S. Federal Deposit Insurance Corporation (FDIC). The Company believes that there is no significant risk with respect to such deposits. 9

NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 2016 NOTE 4: PROPERTY AND EQUIPMENT Property and equipment are summarized by major classifications as follows: 2016 2015 Furniture and Fixtures $ 841 $ 841 Computer Equipment 34,611 31,265 35,452 32,106 Less accumulated depreciation (16,960) (17,593) Net property and equipment $ 18,492 $ 14,513 The depreciation expense was $7,090 and $6,420 for the years ended December 31, 2016 and 2015, respectively. NOTE 5: PROGRAM SERVICE FEES BILLED TO PROPERTY OWNERS Where the Organization operates resource centers, a fee for service is collected from property owners on a monthly basis based on an annually negotiated rate. In exchange, the Organization operates the resource centers, purchases supplies, conducts field trips and after-school tutoring sessions, provides health and nutrition programs and financial literacy programs, develops newsletters that staff distributes to residents, conducts computer education classes and community activities, and incurs other administrative expenses. For the years ended December 31, 2016 and 2015 the fees recognized from owners amounted to $3,608,490 and $3,375,468, respectively. NOTE 6: FUNDRAISING The Organization holds fundraising activities and special events in order to assist in program operations. All revenues received from such events in excess of expenses are used for current program operations. Direct fundraising expenses incurred in connection with these events for the years ended December 31, 2016 and 2015 was $156,416 and $151,522, respectively. NOTE 7: RETIREMENT PLAN The Organization has established a voluntary defined contribution 401(k) retirement plan for its employees under which it matches participant salary deferrals up to 4% of the employee's salary. During the years ended December 31, 2016 and 2015, the organization contributed $52,728 and $49,483 to the plan, respectively. 10

NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 2016 NOTE 8: COMMITMENTS AND CONTINGENCIES Leased Facilities The Organization leases a corporate office in Orange, California. The corporate office is leased as a five year non-cancelable operating lease, which expires September 2022. The approximate annual rentals are set forth below. The combined, total base rent for the years ended December 31, 2016 and 2015 was $109,000 and $124,000, respectively. The future minimum rental commitments under the non-cancelable operating lease as of December 31, 2016 are as follows: Year ending December 31: 2017 2018 2019 2020 Thereafter 124,418 129,395 134,570 139,953 145,551 $ 673,887 NOTE 9: TEMPORARILY RESTRICTED NET ASSETS Temporarily restricted net assets at December 31, 2016 and 2015 were available for the following purposes: 2016 2015 After school tutoring and enrichment programs $ 39,236 $ 43,167 Core support 28,110 3,000 Pathways out of Poverty 10,500 - Capacity Building 31,125 - Scholarships 500 - Family support - 31,000 Endowment investment 9,935 9,328 Education for Youth 15,000 - Health assessment and service delivery programs 25,264 20,956 $ 159,670 $ 107,451 11

NOTES TO FINANCIAL STATEMENTS (Continued) December 31, 2016 NOTE 9: TEMPORARILY RESTRICTED NET ASSETS (continued) During the year ending December 31, 2016 and 2015 net assets were released from donor restrictions for the following specified purposes: 2016 2015 Adopt-a-Resource-Center $ 45,133 $ 2,470 After school tutoring and enrichment programs 106,181 110,273 Back to School 10,722 Capacity building for adults 6,375 7,500 Core support 49,168 40,000 Education for youth 46,500 76,224 Family Support 31,000 - Health assessment and service delivery programs 41,892 9,150 Holiday 54,114 - Oakland Movement - 22,116 Sawdust Festival 464 600 Scholarships 2,000 1,625 Teen Conference - 5,000 $ 393,549 $ 274,958 NOTE 10: RELATED PARTY TRANSACTION In-Kind Contributions During the years ended December 31, 2016 and 2015 the property owners of various centers operated by the Organization made in-kind contributions in the amount of $1,183,585 and $1,062,549 respectively. Program Service Fees During each of the years ending December 31, 2016 and 2015 the Organization received program service fees from an affiliated non-profit entity in the amount of $300,000. NOTE 11: SUBSEQUENT EVENTS Management has evaluated subsequent events through March 22, 2017, the date which the financial statements were available for issue, and no events occurred that required recording or disclosure in the accompanying financial statements. 12