2014-09-30T08:57:01-05:00 2013-12-31 271728945 O'CONNOR DAVIES LLP 3001 SUMMER STREET 5TH FL EAST STAMFORD CT 06905 990 2013-01-01 263618722 PENCILS OF PROMISE INCORPORATED PENC 2127773170 37 WEST 28TH STREET 3RD FLOOR NEW YORK NY 10001 TOM CASAZZONE CFO 2127773170 2014-09-30 1 ROBIN STRONG P00713382 2033232400 2014-09-29 2013 2015-11-30 17:44:51Z TOM CASAZZONE 37 WEST 28TH STREET 3RD FLOOR NEW YORK NY 10001 5210664 0 X WWW.PENCILSOFPROMISE.ORG X 2008 CT AT POP, WE BELIEVE EVERY CHILD DESERVES ACCESS TO QUALITY EDUCATION. WE CREATE SCHOOLS, PROGRAMS AND GLOBAL COMMUNITIES AROUND THE COMMON GOAL OF EDUCATION FOR ALL. WE ACCOMPLISH THESE ACTIVITIES BY DEDICATING SIGNIFICANT AMOUNTS OF TIME, LABOR AND EFFORT RAISING MONEY IN THE U.S. THROUGH YOUTH AND PROFESSIONAL ENGAGEMENT PROGRAMS AND SPECIAL EVENTS. THE FUNDS RAISED ALLOW US TO INCREASE OUR DOMESTIC AND INTERNATIONAL REACH AND IMPACT.AT THE CONCLUSION OF 2013, WE HAD 200 COMPLETED PROJECTS ACROSS THE FOUR COUNTRIES OF LAOS, GHANA, GUATEMALA AND NICARAGUA. OUR SCHOOLS, DORMS AND LEARNING CENTERS ARE OPEN TO STUDENTS IN EACH COUNTRY AND THE STAGES OF PLANNING AND CONSTRUCTION ARE UNDERWAY IN SEVERAL NEW COMMUNITIES TO AID IN EXPANDING OUR REACH IN 2014. 11 11 49 10 0 0 5039120 4226449 0 0 9183 1037 -31808 812402 5016495 5039888 209096 120045 0 0 803378 1448240 0 0 637130 2191175 3493353 3203649 5061638 1812846 -21750 3728732 3677624 104591 75233 3624141 3602391 X AT POP, WE BELIEVE EVERY CHILD DESERVES ACCESS TO QUALITY EDUCATION. WE CREATE SCHOOLS, PROGRAMS AND GLOBAL COMMUNITIES AROUND THE COMMON GOAL OF EDUCATION FOR ALL. WE ACCOMPLISH THESE ACTIVITIES BY DEDICATING SIGNIFICANT AMOUNTS OF TIME, LABOR AND EFFORT RAISING MONEY IN THE U.S. THROUGH YOUTH AND PROFESSIONAL ENGAGEMENT PROGRAMS AND SPECIAL EVENTS. THE FUNDS RAISED ALLOW US TO INCREASE OUR DOMESTIC AND INTERNATIONAL REACH AND IMPACT.AT THE CONCLUSION OF 2013, WE HAD 200 COMPLETED PROJECTS ACROSS THE FOUR COUNTRIES OF LAOS, GHANA, GUATEMALA AND NICARAGUA. OUR SCHOOLS, DORMS AND LEARNING CENTERS ARE OPEN TO STUDENTS IN EACH COUNTRY AND THE STAGES OF PLANNING AND CONSTRUCTION ARE UNDERWAY IN SEVERAL NEW COMMUNITIES TO AID IN EXPANDING OUR REACH IN 2014. 0 0 2824164 20373 THE FIRST OF OUR CORE PROGRAMS IS 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 2013, WE HAVE COMPLETED 200 SCHOOLS ACROSS OUR GEOGRAPHIES. 357903 82707 OUR SECOND 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 EXPRESSIVE PEDAGOGY, WHICH INVOLVES USAGE OF FACIAL EXPRESSIONS, 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 STUDENTS BY ENCOURAGING TEACHERS TO ADOPT OUR INTERACTIVE METHODOLOGY TO BETTER ENGAGE STUDENTS; TO SUPPORT A PEER NETWORK OF TEACHERS THROUGH TEACHER TRAINING WORKSHOPS, AND; TO PROVIDE CLASSROOMS WITH TEACHING AND LEARNING MATERIALS. OUR LONG TERM GOAL IS TO INCREASE PRIMARY STUDENT SCORES IN LITERACY, NUMERACY AND ENGLISH ACROSS ALL OUR GEOGRAPHIES. THE MAIN BENEFICIARIES OF OUR TEACHER TRAINING PROGRAM ARE THE TEACHERS AND STUDENTS IN OUR SCHOOLS AND COMMUNITIES. THROUGH 2013, WE HAVE TRAINED 182 TEACHERS IN SEVEN LAO COMMUNITIES AND10 GUATEMALAN COMMUNITIES. IN 2014, WE PLAN TO EXPAND OUR PROGRAM INTO GHANA, AS WELL AS BUILD ON OUR CURRENT PROGRAM IN GUATEMALA & LAOS. 363370 OUR THIRD PROGRAM IS OUR GLOBAL COMMUNITIES PROGRAM. DOMESTICALLY, WE EXPANDED OUR GLOBAL COMMUNITIES THROUGH SEVERAL UPDATES TO OUR WEBSITE AND THROUGH OUR EXPANDING OUTREACH PROGRAM ACROSS OUR DIGITAL PLATFORMS TO BOTH YOUTH AND PROFESSIONALS. WE HAVE AN ONLINE COMMUNITY OF OVER 650,000 MEMBERS WHO STAY ENGAGED WITH OUR WORK THROUGH UPDATES, POSTS AND BLOG ENTRIES. 570877 16965 OUR FOURTH CORE PROGRAM IS IS OUR SCHOLARSHIPS PROGRAM. WE SUPPORT THE PROGRESSION OF STUDENTS FROM PRIMARY TO SECONDARY SCHOOL BY PROVIDING SCHOLARSHIP PACKAGES. COMMUNITIES ARE SELECTED AS ELIGIBLE FOR SCHOLARSHIPS BASED ON THE RESULTS OF THE SCOUTING RUBRIC; AT WHICH POINT ALL STUDENTS IN THE FINAL GRADE OF PRIMARY SCHOOL ARE ELIGIBLE TO APPLY. STUDENTS IN THEIR FINAL YEAR OF PRIMARY SCHOOL WITH 75% ATTENDANCE AT THE MID-YEAR MARK RECEIVE A PRIZE (READING BOOKS, PENCILS, ETC.) AND STUDENTS WITH 75% ATTENDANCE AT THE END-YEAR MARK RECEIVE THE FOLLOWING SCHOLARSHIP PACKAGE: TUITION FOR FIRST YEAR OF SECONDARY SCHOOL, A UNIFORM, A BACKPACK WITH SCHOOL SUPPLIES, TEXTBOOKS AND PAID DORMITORY FEE WHEN APPLICABLE. THE KEY BENEFICIARIES OF OUR SCHOLARSHIP PROGRAM ARE TEACHERS AND STUDENTS IN OUR COMMUNITIES. THIS PROGRAM WAS IN THE PLANNING STAGE IN 2012 AND IN 2013, WE DISTRIBUTED 832 SCHOLARSHIPS ACROSS 29 DIFFERENT COMMUNITIES.OUR FIFTH CORE PROGRAM IS OUR WASH PROGRAM. WASH IS AN INTERNATIONALLY RECOGNIZED AND UTILIZED PROGRAM THAT IS DESIGNED TO PROVIDE ACCESS TO AND KNOWLEDGE ABOUT WATER, SANITATION, AND HYGIENE. UNICEF ADOPTED WASH IN 2005 AS THEIR PRIMARY INTERVENTION TO TACKLE HYGIENE NEEDS IN THE DEVELOPING WORLD; POP BEGAN WASH PRACTICES IN 2010 IN LAOS. IN CARRYING OUT THIS PROGRAM, WE BUILD STUDENT AND TEACHER SANITATION FACILITIES (SINKS AND BATHROOMS) IN CONJUNCTION WITH CLASSROOM BUILDS. IN ADDITION, OUR STAFF VISIT CLASSES TWICE PER MONTH DURING THE SCHOOL YEAR TO TEACH LESSONS RELATED TO WATER, SANITATION AND HYGIENE. THE SHORT TERM GOALS OF THIS PROGRAM ARE TO INCREASE STUDENT UNDERSTANDING OF BEST PRACTICES, BEHAVIOR AND KNOWLEDGE OF HYGIENE, SANITATION AND NUTRITION FOR STUDENTS WITH LIMITED ACCESS TO THIS TYPE OF EDUCATION AND TO BUILD SATISFACTORY SANITATION FACILITIES IN COMMUNITIES LACKING THIS TYPE OF INFRASTRUCTURE. THE LONG TERM GOALS OF THIS PROGRAM ARE TO MAINTAIN A SUCCESSFUL WASH PROGRAM, AS DEFINED BY CONTINUALLY MEETING OUR SHORT TERM GOALS. THE KEY BENEFICIARIES OF OUR WASH PROGRAM ARE STUDENTS IN OUR COMMUNITIES LIVING IN COUNTRIES WITH LIMITED TO NO ACCESS TO WASH FACILITIES AND LIMITED TO NO WASH KNOWLEDGE. WITH ALL OF OUR PROGRAMS, WE EXTENSIVELY MONITOR AND EVALUATE OUR PROGRAM IMPACT. TO BEST JUDGE HOW EFFECTIVE OUR IMPACT IS, WE CLOSELY MONITOR AND EVALUATE (M&E) OUR PROGRAMS ON THE GROUND. WE HAVE LOCAL M&E TEAMS WHO CONDUCT INTERVIEWS AND SURVEYS WITH VILLAGE LEADERS, TEACHERS, STUDENTS, AND PARENTS. THIS HELP US TO UNDERSTAND THE NEEDS OF VILLAGES IN WHICH WE OPERATE, OUR IMPACT ON THE COMMUNITY, AND AREAS IN WHICH WE CAN IMPROVE POP OPERATIONS AND PROGRAMMING.OUR STUDENT DATABASE HELPS US UNDERSTAND WHO WE ARE SERVING EVERY YEAR IN OUR POP SCHOOLS. WE DOCUMENT EACH POP STUDENT'S NAME, AGE, GENDER, ETHNICITY, ATTENDANCE, PROGRESSION TO NEXT GRADE LEVEL, AND GRADE IN CLASS. EACH YEAR, WE TRACK VILLAGE-WIDE STUDENT ENROLLMENT, ATTENDANCE, RETENTION FROM ONE GRADE TO THE NEXT, PROGRESSION FROM PRIMARY TO SECONDARY SCHOOL, AND GRADES AND/OR TEST SCORES. WE EXPECT TO IMPROVE THESE METRICS THROUGH THE VARIETY OF EDUCATIONAL PROGRAMS WE OFFER STUDENTS AND COMMUNITIES. IN ADDITION, WE FOLLOW INDIVIDUAL POP STUDENTS THROUGH THE YEARS TO ASSESS THEIR EDUCATIONAL SUCCESSES AND FAILURES, ALONG WITH THEIR UNDERSTANDING, ATTITUDE, AND BEHAVIOR REGARDING EDUCATION AND ELEMENTS OF WASH. THESE YEARLY INTERVIEWS WILL HELP US UNDERSTAND THE IMPACT THAT WE HAVE ON INDIVIDUALS THROUGH OUR PROGRAMMING. 570877 16965 4116314 1 1 0 0 0 0 0 0 0 0 1 0 0 0 0 1 1 0 0 1 1 1 0 0 1 0 0 1 0 1 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 1 0 0 49 1 0 1 GH NU GT 0 0 0 1 1 0 0 0 0 X 11 11 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 AL AK AZ AR CA CT DC GA HI IL KS KY LA ME MD MA MI MN MS MO NH NJ NM NY NC ND OH OR PA RI SC TN UT VA WA WV WI CO FL OK X X X TOM CASAZZONE 2127773170 37 WEST 28TH STREET 3RD FLOOR NEW YORK NY 10001 ADAM BRAUN PRESIDENT & CEO 60.00 X X 154792 0 4736 CHRIS CLARKE DIRECTOR 1.00 X 0 0 0 KAREN HARRIS SECRETARY 1.00 X X 0 0 0 BRAD HAUGEN CHAIRMAN 1.00 X X 0 0 0 JOHN KLUGE JR DIRECTOR 1.00 X 0 0 0 RICHARD LENT DIRECTOR 1.00 X 0 0 0 HOPE TAITZ DIRECTOR 1.00 X 0 0 0 MICHAEL WEISS TREASURER 1.00 X X 0 0 0 DAN CAHILL DIRECTOR 1.00 X 0 0 0 MEIGHAN STONE DIRECTOR 1.00 X 0 0 0 GARY VAYNERCHUK DIRECTOR 1.00 X 0 0 0 TOM CASAZZONE CHIEF FINANCIAL OFFICER 50.00 X 73568 0 14625 228360 0 19361 1 0 1 0 0 465676 3760773 4226449 1037 1037 972028 465676 170776 801252 801252 MERCHANDISE SALES 452000 11150 11150 11150 5039888 11150 0 802289 91707 91707 28338 28338 234792 93396 60000 81396 1019475 646906 76298 296271 111471 50779 27078 33614 82502 42553 10966 28983 15051 15051 35265 35265 15207 8539 3334 3334 110634 38799 71835 145266 51215 54541 39510 4434 2217 2217 131134 104942 10477 15715 204644 190490 2363 11791 29304 24000 150 5154 154957 149957 2500 2500 7904 7904 SCHOOL AND CONSTRUCTION 2447332 2447332 SCHOOL SUSTAINABILITY C 90527 90527 OUTREACH 56912 21358 35554 MISCELLANEOUS 35610 28673 2267 4670 9172 4586 4586 5061638 4116314 308194 637130 1932284 1537711 651403 801675 841811 1108400 32930 180 8565 24279 584889 409510 231739 175379 30000 30000 3728732 3677624 63888 66765 40703 8468 104591 75233 X 2888997 2929573 735144 672818 3624141 3602391 3728732 3677624 -21750 0 X X 0 1 X 1 0 X 57765 1396917 2224168 5039120 4226449 12944419 57765 1396917 2224168 5039120 4226449 12944419 1816012 11128407 12 631 9183 1037 10863 40 40 12955322 25053 0.85900 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 210726 70347 140379 374163 339163 35000 175379 X 5048873 8985 8985 5039888 0 5039888 5070623 8985 8985 5061638 0 5061638 PART X, LINE 2: THE ORGANIZATION RECOGNIZES THE EFFECT OF TAX POSITIONS WHEN THEY ARE MORE LIKELY THAN NOT TO BE SUSTAINED. MANAGEMENT HAS DETERMINED THAT THE ORGANIZATION HAD NO UNCERTAIN TAX POSITIONS THAT WOULD REQUIRE FINANCIAL STATEMENT RECOGNITION OR DISCLOSURE. TAX RETURNS SINCE THE ORGANIZATIONS INCEPTION IN 2009 REMAIN SUBJECT TO EXAMINATIONS BY APPLICABLE TAXING JURISDICTIONS. 1 SUB-SAHARAN AFRICA 1 4 PROGRAM SERVICES SCHOOL CONSTRUCTION, TEACHER TRAINING, SCHOLARSHIP, W.A.S.H. 443940 EAST ASIA AND THE PACIFIC 1 27 PROGRAM SERVICES SCHOOL CONSTRUCTION, TEACHER TRAINING, SCHOLARSHIP, W.A.S.H. 500659 SOUTH AMERICA 1 23 PROGRAM SERVICES SCHOOL CONSTRUCTION, TEACHER TRAINING, SCHOLARSHIP, W.A.S.H. 2215358 3 54 0 0 3 54 3159957 0 3159957 GHANA BUILD AND SUPPORT SCHOOLS 20373 WIRE TRANSFER CANADA SUPPLIES AND SUPPORT 7965 WIRE TRANSFER 2 0 0 0 0 0 0 0 PART I, LINE 2: ALL GRANTS AND ASSISTANCE ISSUED TO PARTNERING ORGANIZATIONS UNDERGO THE SAME SCRUTINY AS IF OUR ORGANIZATION CARRIED OUT THE SERVICE DIRECTLY. WE ENSURE THAT THE PARTNER ORGANIZATION'S MISSION ALIGNS WITH OUR ORGANIZATION'S MISSION AND THAT THE SERVICES PROVIDED WILL BE PROVIDED EFFICIENTLY AND WITH THE MOST IMPACT. ONCE THE FUNDS ARE ISSUED TO THE ORGANIZATION, THE GRANT UNDERGOES QUARTERLY REPORTING WHERE THE GRANTEE ISSUES BOTH QUANTITATIVE AND QUALITATIVE REPORTS TO OUR ORGANIZATION IN ORDER TO ACCURATELY MONITOR AND MEASURE THE IMPACT THAT OUR FUNDS ARE HAVING IN THE REGIONS WE WORK IN. GALA 1398876 451853 947023 106809 57765 WHITE PARTY 38828 13823 25005 5740 462 1437704 465676 972028 112549 58227 170776 801252 1 NEW VENTURE FUND 734 15TH STREET NW WASHINGTON DC 20005 205806345 501(C)(3) 9000 GRANT IS PART OF OUR WASH PROGRAM. CHILD AID 917 SW OAK STREET PORTLAND OR 97205 330137937 501(C)(3) 82707 GRANT TO PROVIDE TEACHER TRAINING IN GUATEMALA 2 0 X X X X 0 0 0 0 0 0 0 0 0 ADAM BRAUN PRESIDENT & CEO 114792 0 40000 0 0 0 0 0 4736 0 159528 0 0 0 PLAYBUTTON ACQUISTION CORP AND PLAYBUTTON LLC ADAM BRAUN, FOUNDER AND CEO OWNS AN INTEREST IN PLAYBUTTON ACQUISTION CORP 40500 ADAM BRAUN, FOUNDER AND CEO OF PENCILS OF PROMISE INCORPORTED OWNED AN INTEREST IN PLAYBUTTON ACQUISTION CORP. (FORMERLY KNOWN AS PLAYBUTTON, LLC) AND WAS A MEMBER OF THEIR BOARD OF DIRECTORS DURING PART OF 2013. DURING 2013, PLAYBUTTON ACQUISTION CORP. SUBLEASED OFFICE SPACE FROM PENCILS OF PROMISE INCORPORATED. AS OF NOVEMBER 15, 2013, ADAM BRAUN HAS STEPPED DOWN FROM THE BOARD OF DIRECTORS OF PLAYBUTTON ACQUISTION CORP. AND SURRENDERED HIS FINANCIAL INTEREST IN PLAYBUTTON ACQUISTION CORP. 0 STAYCLASSY INC ADAM BRAUN, FOUNDER AND CEO HAD AN INTEREST IN STAYCLASSY, INC IN 2013 23076 IN 2013, ADAM BRAUN, FOUNDER AND CEO BECAME A MEMBER OF STAYCLASSY, INC.'S ADVISORY BOARD AND WAS AWARDED AN OWNERSHIP INTEREST IN STAYCLASSY, INC. AS OF NOVEMBER 15, 2013, ADAM BRAUN SURRENDERED HIS INTEREST IN STAYCLASSY, INC.STAYCLASSY, INC. PROVIDES PENCILS OF PROMISES INCORPORATED'S PLATFORM FOR RECEIVING ONLINE DONATIONS IN EXCHANGE FOR A PERCENTAGE THE AMOUNT OF TRANSACTIONS PROCESSED. IN 2013, PENCILS OF PROMISE PAID STAYCLASSY, INC. $23,076 FOR PROCESSING ONLINE TRANSACTIONS. 0 FORM 990, PART VI, SECTION B, LINE 11 FORM 990 IS MADE AVAILABLE TO ALL MEMBERS OF THE BOARD OF DIRECTORS. POP'S CHIEF FINANCIAL OFFICER, IN COLLABORATION WITH THE FINANCE & GOVERNANCE COMMITTEE, IS TASKED WITH OVERSEEING THE AUDIT PROCESS AND THE DRAFTING OF FORM 990 IN CONJUNCTION WITH AN INDEPENDENT ACCOUNTING FIRM. ALL MEMBERS OF THE COMMITTEE AND OTHER KEY EMPLOYEES OF THE ORGANIZATION ARE PROVIDED WITH A DRAFT OF THE AUDITED FINANCIAL STATEMENTS AND FORM 990 FOR REVIEW, COMMENT AND APPROVAL. FORM 990, PART VI, SECTION B, LINE 12C EACH BOARD MEMBER IS ASKED TO READ AND SIGN AN AFFIRMATION STATEMENT EACH YEAR REGARDING THE CONFLICT OF INTEREST POLICY. ADDITIONALLY, A CONFLICTS POLICY IS IN OUR EMPLOYEE HANDBOOK AND EACH EMPLOYEE IS ASKED TO SIGN AND ACKNOWLEDGEMENT FORM AND DISCLOSE ANY POTENTIAL CONFLICTS IF ANY ARE PRESENT. FORM 990, PART VI, SECTION B, LINE 15 THE PROCESS INCLUDES ALL OF THESE ELEMENTS: (1) REVIEW AND APPROVAL BY THE BOARD OF DIRECTORS, COMPENSATION COMMITTEE OR EXECUTIVE COMMITTEE OF POP; (2) USE OF DATA AS TO COMPARABLE COMPENSATION; AND (3) CONTEMPORANEOUS DOCUMENTATION AND RECORDKEEPING. REVIEW AND APPROVAL - THE COMPENSATION OF THE PERSON IS REVIEWED AND APPROVED BY THE BOARD OF DIRECTORS, COMPENSATION COMMITTEE OR EXECUTIVE COMMITTEE OF POP, PROVIDED THAT PERSONS WITH CONFLICTS OF INTEREST WITH RESPECT TO THE COMPENSATION ARRANGEMENT AT ISSUE ARE NOT INVOLVED IN THIS REVIEW AND APPROVAL. USE OF DATA AS TO COMPARABLE COMPENSATION - THE COMPENSATION OF THE PERSON IS REVIEWED AND APPROVED USING DATA AS TO COMPARABLE COMPENSATION FOR SIMILARLY QUALIFIED PERSONS IN FUNCTIONALLY COMPARABLE POSITIONS AT SIMILARLY SITUATED ORGANIZATIONS. CONTEMPORANEOUS DOCUMENTATION AND RECORDKEEPING - THERE IS CONTEMPORANEOUS DOCUMENTATION AND RECORDKEEPING WITH RESPECT TO THE DELIBERATIONS AND DECISIONS REGARDING THE COMPENSATION ARRANGEMENT. FORM 990, PART VI, SECTION C, LINE 19 ALL OF OUR ANNUAL FINANCIAL STATEMENTS AND FORM 990 ARE MADE AVAILABLE TO THE PUBLIC ON OUR WEBSITE. FINANCIAL STATEMENTS, GOVERNING DOCUMENTS, FORM 990 AND FORM 1023 ARE MADE AVAILABLE FOR PUBLIC VIEWING UPON WRITTEN REQUEST AT PENCILS OF PROMISE INCORPORATED'S HEADQUARTERS LOCATED AT 37 WEST 28TH STREET, 3RD FLOOR, NEW YORK, NY 10001. FORM 990 IS AVAILABLE ON WWW.GUIDESTAR.ORG, WWW.CHARITYNAVIGATOR.ORG,AND WWW.ERI-NONPROFIT-SALARIES.COM. THE FORM 990 AND ANNUAL FINANCIAL STATEMENT IS AVAILABLE ON WWW.CHARITIESNYS.COM. FORM 990, PART XII, LINE 2C: THERE HAVE BEEN NO CHANGES TO THE SELECTION PROCESS OF AUDITORS OR OVERSIGHT OF AUDIT.