RAINFOREST PARTNERSHIP (A Nonprofit Corporation) INDEPENDENT AUDITORS' REPORT AND FINANCIAL STATEMENTS. December 31, 2011

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INDEPENDENT AUDITORS' REPORT AND FINANCIAL STATEMENTS

INDEPENDENT AUDITORS' REPORT AND FINANCIAL STATEMENTS INDEX TO FINANCIAL STATEMENTS Independent Auditors Report 1 Statement of Financial Position 2 Statement of Activities 3 Statement of Functional Expenses 4 Statement of Cash Flows 5 Notes to Financial Statements 6

Allman & Associates CERTIFIED PUBLIC ACCOUNTANTS 9600 GREAT HILLS TRAIL SUITE 150W AUSTIN, TX 78759 (512) 502-3077 FAX: 888-512-7990 WWW.ALLMANCPAS.COM INDEPENDENT AUDITORS' REPORT To the Board of Directors Rainforest Partnership Austin, Texas We have audited the accompanying statement of financial position of Rainforest Partnership (a nonprofit corporation) as of, and the related statement of activities, functional expenses and cash flows for the year then ended. These financial statements are the responsibility of Rainforest Partnership s management. 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 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. We believe that our audit provide a reasonable basis for our opinion. In our opinion, financial statements referred to above present fairly, in all material respects, the financial position of Rainforest Partnership as of, and the changes in its net assets and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. Austin, Texas August 8, 2012 1

STATEMENT OF FINANCIAL POSITION As of Assets Current Assets: Cash and cash equivalents $ 40,176 Investments held at Austin Community Foundation 19,868 Accounts receivable 1,000 Total Current Assets 61,044 Property and Equipment, net of accumulated depreciation 26,219 Total Assets $ 87,263 Liabilities and Net Assets Current Liabilities Accounts payable and accrued expenses $ 6,830 Total Current Liabilities 6,830 Total Liabilities 6,830 Net Assets: Unrestricted Net Assets 49,394 Temporarily Restricted Net Assets 31,039 Permanently Restricted Net Assets - Total Net Assets 80,433 Total Liabilities and Net Assets $ 87,263 See accompanying auditors' report and notes to financial statements. 2

STATEMENT OF ACTIVITIES For the Year Ended Temporarily Permanently Unrestricted Restricted Restricted Totals Revenues: Grants $ 10,000 $ 12,500 $ - $ 22,500 In-kind contributions 427,966 - - 427,966 Contributions 31,030 - - 31,030 Special events 55,351 - - 55,351 Investment income 134 - - 134 Totals 524,481 12,500-536,981 Released from restrictions 23,187 (23,187) - - Total Revenues 547,668 (10,687) - 536,981 Expenses Program Services Rainforest Partnership 496,179 - - 496,179 Management and general 55,671 - - 55,671 Fundraising 16,304 - - 16,304 Total expenses 568,154 - - 568,154 Change in Net assets (20,486) (10,687) - (31,173) Net assets, beginning of the year 69,880 41,726-111,606 Net assets, end of year $ 49,394 $ 31,039 $ - $ 80,433 See accompanying auditors' report and notes to financial statements. 3

STATEMENT OF FUNCTIONAL EXPENSES For the Year Ended Program Services Rainforest Management Expense Category Partnership & General Fundraising Totals Personnel costs $ 48,432 $ 4,429 $ - $ 52,861 Fundraising services - - 16,304 16,304 Professional fees 331,823 38,102-369,925 Advertising & promotion 4,725 543-5,268 Office expenses 25,640 306-25,946 Information technology 1,247 177-1,424 Occupancy 25,804 2,962-28,766 Travel 11,350 1,204-12,554 Conferences & meetings 2,000 229-2,229 Depreciation 139 7,355-7,494 Insurance 3,167 364-3,531 Project Chipaota 21,320 - - 21,320 Project Colibri 10,142 - - 10,142 Project Sani Isla 10,123 - - 10,123 Outreach/education in U.S. 267 - - 267 Totals $ 496,179 $ 55,671 $ 16,304 $ 568,154 See accompanying auditors' report and notes to financial statements. 4

STATEMENT OF CASH FLOWS For the Year Ended Cash Flows From Operating Activities Increase (decrease) in net assets $ (31,173) Adjustments to reconcile change in net assets to net cash provided by operating activities: Depreciation 7,494 Donated furniture and computers (2,791) Decrease (increase) in: Accounts receivable 3,500 Increase (decrease) in: Accounts payable and accrued expenses 5,430 Net Cash Provided by Operating Activities (17,540) Cash Flows From Investing Activities: Purchases of equipment (2,043) Investment fee 120 Net Cash Used by Investing Activities (1,923) Net Increase in Cash (19,463) Cash, beginning of the year 59,639 Cash, end of the year $ 40,176 See accompanying auditors report and notes to financial statements. 5

NOTES TO FINANCIAL STATEMENTS 1. General Information The Rainforest Partnership (the Corporation) is an international non-profit social enterprise committed to protecting tropical rainforests. We partner with communities in Latin America to develop sustainable economic alternatives to deforestation, making it more valuable for them to keep their forests standing. By creating a global network linking people to people, community to community we act as a catalyst to create long-term economic and environmental sustainability. Using a root-up approach, Rainforest Partnership matches the needs and desires, culture, knowledge and skill of local communities to economic development opportunities unique to each individual forest. Our experienced local teams work directly with our partner communities to help create economically and ecologically long-term sustainable income sources. Our partner communities are protecting their forests into the future because it is now more valuable standing than cut down. Summary of successes to date include: Preserved 9,000 acres of rainforest in Peru. Helped 40 women create a sustainable income source in Ecuador and Peru. Created a community-owned business for 40 families in Peru. Projects supported by in-country local team members and partners. Four projects in two countries in four years. 2. Summary of Significant Accounting Policies Basis of Accounting The accompanying financial statements have been prepared on the accrual basis of accounting. Contributions received are recorded as unrestricted, temporarily restricted and permanently restricted support depending on the existence or nature of donor stipulations. Contributions whose restrictions are met in the same period they are received are classified as unrestricted contributions in the statement of activities. Classification of Net Assets Net assets and revenue, expenses, gains, and losses are classified based on the existence or absence of donor-imposed restrictions. Accordingly, net assets of the Corporation and changes therein are classified as follows: Unrestricted net assets - Net assets that are not subject to donor-imposed restrictions. Temporarily restricted net assets - Net assets subject to donor-imposed stipulations which expire when the stipulated purpose for which the resource was restricted has been fulfilled. 6

NOTES TO FINANCIAL STATEMENTS Permanently Restricted Net Assets - Net assets subject to donor-imposed stipulations that they be maintained permanently by the Corporation. Cash and Equivalents For the purpose of the statements of cash flows, the Corporation considers cash and highly liquid investments with maturities of three months or less when purchased to be cash equivalents. Investments Investments consist of debt and equity securities and are recorded at market value. Property and Equipment Property and equipment are recorded at cost or fair market value if donated. The costs of significant improvements or renovations are capitalized. Costs of routine repairs and maintenance are charged to expense as incurred. Depreciation is calculated using the straightline method over estimated lives of three to seven years. Assets purchased with a cost in excess of $200 are capitalized. Federal Income Taxes The Corporation is exempt from Federal income taxes under Section 501(a) of the Internal Revenue Code (IRC) as an organization described in Section 501(c)(3). Functional Accounting The costs of providing the various programs and activities 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. Expenses that can be identified with a specific program or that relate to a specific source of revenue are allocated directly to that program. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the 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. Credit Risk Financial instruments which potentially subject the Corporation to credit risk consist of cash and cash equivalents, and accounts receivable. The Corporation s deposits did not exceed the federal depository insurance limits as of. The Corporation does not require collateral prior to issuing credit for receivables. 7

3. Fair Value Measurements and Disclosures RAINFOREST PARTNERSHIP NOTES TO FINANCIAL STATEMENTS The requirements of Fair Value Measurements and Disclosures of the Accounting Standards Codification apply to all financial instruments and all nonfinancial assets and nonfinancial liabilities that are being measured and reported on a fair value basis. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair Value Measurements and Disclosures also establish a fair value hierarchy that prioritizes the inputs used in valuation methodologies into the following three levels: Level 1 Inputs Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 Inputs Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, or other inputs that can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 Inputs Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or other valuation techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. The following table represents assets and liabilities reported on the statement of financial position at their fair value as of by level within the fair value measurement hierarchy. Fair Value Measurements at Reporting Date Using Quoted Prices in Significant Other Significant Active Markets for Observable Unobservable Identical Assets Inputs inputs Description Amount (Level 1) (Level 2) (Level 3) Investments held at the Austin Community Foundation $19,868 $19,868 - - The fair value of the Corporation s cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate the carrying amounts of such instruments due to their short maturity. 8

NOTES TO FINANCIAL STATEMENTS 4. Property and Equipment Major classes of property and equipment consisted of the following: Furniture and fixtures $ 10,807 Computer & related equipment 26,411 Other assets 775 37,993 Less accumulated depreciation (11,774) Property and equipment, net $ 26,219 Depreciation expense for the year ended was $7,494. 5. Temporarily Restricted Net Assets Temporarily restricted net assets consisted of restricted grant funds for the Rainforest Partnership program in 2012 and the Rainforest Partnership Endowment Fund held at the Austin Community Foundation. Rainforest Partnership program $ 11,171 Rainforest Partnership Endowment Fund 19,868 Total $ 31,039 In 2010, the Rainforest Partnership Endowment Fund (the Fund) was established with the Austin Community Foundation. The Fund is a quasi-endowment fund. Under terms of the agreement, all of the income and principal of the Fund are available for distribution upon request by the Rainforest Partnership. Since the principal is available for distribution, the Fund has been classified as temporarily restricted instead of permanently restricted. The Fund had no investment income for the year. The balance of the Fund at December 31, 2011 was $19,868. 9

NOTES TO FINANCIAL STATEMENTS 7. Lease Commitments The Corporation leases its administration office under a month-to-month lease agreement that began May 1, 2009. The monthly lease payments have been waived as a donation from the owner. Total in-kind rental expense for 2011 was $24,000. 8. In-Kind Contributions The Corporation received $427,966 of in-kind contributions during 2011. The in-kind contributions are included in the Rainforest Partnership programs, management and general, fundraising activities and fixed assets. Below is a breakdown of in-kind contributions for 2011. Fundraising $ 9,513 Interns 13,519 Marketing and promotion 4,418 Office supplies 4,707 Equipment 3,111 Professional services 363,069 Rent 24,000 Travel 5,629 Total in-kind contributions $ 427,966 9. Subsequent Events Subsequent events are events or transactions that occur after the balance sheet date but before the financial statements are issued. We have evaluated subsequent events through the issuance date of the audit report, August 8, 2012, and noted the following subsequent event for disclosure: On April 30, 2012, the Partnership executed a promissory note loan from the Executive Director in the amount of $12,750 with an interest rate of 5% per annum. Repayment terms include a principal payment on June 1, 2012, in the amount of $5,000 plus any accrued interest. Monthly installments of accrued interest are due on the first of each month from July to December, 2012. The remaining principal balance of the note plus any accrued interest is due in full on December 31, 2012. 10