SOMEONE CARES INC OF ATLANTA

FINANCIAL STATEMENTS

TOGETHER WITH INDEPENDENT AUDITOR'S REPORT

DECEMBER 31, 2016

SOMEONE CARES INC OF ATLANTA

Table of Contents

BASIC FINANCIAL STATEMENTS PAGE

Independent Auditor's Report 1 -2

Statement of Financial Position 3

Statement of Activities and Changes in Net Assets 4

Statement of Functional Expenses 5

Statement of Cash Flows 6

Notes to the Financial Statements 7-10

O.H. PLUNKETT & CO., P.C. 1111=1111=1111=1111=1111=1111=1111=1111= ACCOUNTANTS & CONSULTANTS • 1800 PEACHTREE RD. NW • SUITE 333 • ATLANTA GEORGIA 30309 • VOICE (404) 351-6770 • FAX (404) 351-6845

1050 17TH ST., N.W. • SUITE 600 • WASHINGTON, DC • 20036 • VOICE (202) 496-5307 • FAX (202) 466-2400

EMAIL • plunkett@ohocoa.com WEB • WWW.OHPCPA.COM

Board of Directors Someone Cares Inc. of Atlanta Marietta, Georgia

INDEPENDENT AUDITOR'S REPORT

We have audited the accompanying financial statements of Someone Cares Inc. of Atlanta (a nonprofit organization), which comprise the statement of financial position as of December 31, 2016, and the related statements of activities and cash flows for the year then ended, and 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 from 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 Someone Cares Inc. of Atlanta as of December 31, 2016, 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.

Other Matter

Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole. The statement of functional expenses on page 5 is presented for purposes of additional analysis and is not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the financial statements as a whole.

Atlanta, Georgia April 24, 2017

SOMEONE CARES INC OF ATLANTA Statement of Financial Position

As of December 31, 2016

ASSETS

Current Assets: 2016

Cash & Cash Equivalents $ 324,848 Accounts Receivable 67,020

Total Current Assets 391,868

Fixed Assets: Fixtures and Equipment 21,905

Accumulated Depreciation (16,863)

Net Fixed Assets 5,042

Other Assets: (Note 2) 8,266

Total Assets $ 405,176

LIABILITIES AND NET ASSETS

Current Liabilities: Accounts Payable 1,915 Accrued Liabilities 5,948

Total Current Liabilities 7,863

Net Assets: Unrestricted Net Assets 397,313 Total Liabilities and Net Assets $ 405,176

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

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SOMEONE CARES INC OF ATLANTA Statement of Activities and Changes in Unrestricted Net Assets

For the Year Ended December 31, 2016

Support and Revenue:

Support Grants $ 466,489 Contributions - Individuals 8,261 Contributions in Kind 77,000

551,750

Revenue Conference Income 105,658 Program Testing Fees 54,491 Interest Income 88

160,237

Total Support and Revenue 711,987

Expenses: Program Services 629,728 Management and General 63,155

Total Expenses 692,883

Increase Unrestricted in Net Assets 19,104

Net Assets-Beginning 378,209

Net Assets-Ending $ 397,313

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

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SOMEONE CARES INC OF ATLANTA Statement of Functional Expenses For the Year December 31, 2016

Program Services

Management and General TOTAL

Salaries and Wages $ 255,180 $ 28,353 $ 283,533

Payroll Taxes 20,018 2,224 22,242 Employee Benefits 7,068 785 7,853

Total 282,266 31,362 313.628

Conference and Seminars 89,373 10,731 100,104

Occupancy 67,452 7,495 74,947

Professional Fees 51,227 5,692 56,919

Supplies 19,053 2,117 21,170

Contributions in Kind 77,000 77,000

Operating Expenses 12,898 1,433 14,331

Printing & Reproductions 10,651 1,184 11,835

Telephone 7,551 839 8,390

Insurance 4,864 540 5,404 Equipment & Maintenance 3,172 352 3,524 Postage & Reproduction 2,006 223 2,229

Subscriptions 1,133 126 1,259 Travel 765 85 850

Training 317 35 352

Total Expense before Depreciation and Amortization 629,728 62,214 691,942

Depreciation and Amortization 941 941

Total Expenses S 629,728 $ 63,155 $ 692,883

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

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SOMEONE CARES INC OF ATLANTA Statement of Cash Flows

For the Year Ended December 31, 2016

Cash Flow from Operating Activities: Change in Net Assets Adjustments to Reconcile Change in Net Assets To Net Cash Provided By Operating Activities: Depreciation and Amortization

$ 19,104

941

(Increase) Decrease in Assets Grants Receivables (37,787) Other Assets (6,532)

Increase (Decrease) in Liabilities Accounts Payable 1,915 Accrued Liabilities 2,813

Net Cash Provided By Operating Activities (19,546)

Cash Flows From Investing Activities: Purchase of Equipment

Net Cash (Used) Investing Activities

Cash Flows From Financing Activities:

Net Cash (Used) Financing Activities

Net Changes in Cash (19,546)

Cash, Beginning of Year 344,394

Cash, End of Year 324,848

DISCLOSURE OF ACCOUNTING POLICY: The Organization considers all demand deposits for purposes of the statement of cash flows.

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

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SOMEONE CARES INC OF ATLANTA Notes to the Financial Statements

December 31, 2016

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting and reporting policies followed by the Someone Cares Inc. of Atlanta in the preparation of its financial statements is presented below.

Business Organization:

Founded in 1996, Someone Cares Inc. of Atlanta (S1C) is a nonprofit community based organization with two locations in Atlanta, Georgia. Someone Cares Inc. of Atlanta was created to bring about a change in the growing number of HIV/AIDS cases reported in the LGBT community.

Someone Cares Inc. vision is to reach, educate, and assist in the ultimate eradication of HIV virus and health disparities through prevention and education in the following areas; intervention advocacy, support services, counseling in mental health; research, screening, and primary care.

Someone Cares Inc. of Atlanta is funded primarily through grants provided by state and local government sources and donor contributions from private and public individuals and organizations.

Basis of Presentation of Financial Statements:

The accompanying financial statements are prepared on the accrual basis of accounting, in accordance with FASB ASC 958-205-45-1, Financial Statements of Not-for-Profit Entities, and FASB ASC 958-605, Accounting for Contributions Received and Contributions Made.

Under these financial reporting standards, net assets, revenues, expenses, gains and losses are classified based on the existence or absence of donor-imposed restrictions. Accordingly, the net assets of Someone Cares Inc. of Atlanta and changes therein are classified and reported as follows:

Unrestricted Net Assets: - Net assets that are not subject to donor-imposed restrictions including the carrying value of all property and equipment. Items that affect (i.e., increase or decrease) this net asset category include program service fees and related expenses associated with the core activities of Someone Cares Inc. of Atlanta. In addition to these exchange transactions, changes in this category of net assets include investment income and unrestricted contributions.

Permanently Restricted Net Assets: - Net assets subject to donor-imposed restrictions or board designation to be maintained permanently by Someone Cares Inc. of Atlanta. Items that affect this net asset category include gifts wherein donors stipulate that the corpus is held in perpetuity (primarily gifts of endowment) and only the income is made available for program operations. Someone Cares Inc. of Atlanta has no net assets that can be classified as permanently restricted.

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SOMEONE CARES INC OF ATLANTA Notes to the Financial Statements

December 31, 2016

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (con t'd)

Cash and Cash Equivalents Someone Cares Inc. of Atlanta considers all demand accounts, investments with a maturity of three months or less at the date of purchase to be cash equivalents. At December 31, 2016, cash and cash equivalents at financial institutions did exceed the federally insured limit.

Property Equipment Property, equipment and improvements are recorded at cost or, if donated, at estimated fair value at the date of donation. Any donations of property and equipment are also recorded as support in the statement of activities at their estimated fair value. Assets donated with explicit restrictions regarding their use and contributions of cash that must be used to acquire property and equipment are reported as restricted support. Absent of any donor stipulations regarding how long these donated assets must be maintained, Someone Cares Inc. of Atlanta reports expirations of donor restrictions when the donated or acquired assets are placed in service as instructed by the donor. Depreciated is computed using the straight-line method over the estimated useful lives of the asset. Property and equipment are depreciated over 5 to 7 years. Someone Cares Inc. of Atlanta's policy is to capitalize assets with cost in excess of $1,500. Repairs and maintenance costs are expenses as incurred.

Income Tax Someone Cares Inc. of Atlanta is exempt from federal Income tax under the provisions of Section 501(c) (3) of the Internal Revenue Code (IRC) and corresponding provision of the State of Georgia and, accordingly, is not subject to federal income taxes or state income taxes. The organization has adopted the provisions of FASB ASC 740-10-25, which requires that a tax position be recognized or derecognized based on a"more likely than not" threshold. This applies to position taken or expected to be taken in a tax return. The organization does not believe its financial statements include any uncertain tax positions.

Currently, the 2014, 2015 and 2016 tax years are open and subject to examination by the Internal Revenue Service. However, Someone Cares Inc. of Atlanta is not currently under audit nor has it been contacted by any taxing jurisdictions. Based on evaluation of Someone Cares Inc. of Atlanta's tax positions, management believes all position taken would be upheld under examination. Therefore, no provision for the effect of uncertain tax positions has been recorded for the year ended December 31, 2016. For the year December 31, 2016, the organization did not have any unrelated business income; as a result there is no unrelated business income tax.

SOMEONE CARES INC OF ATLANTA Notes to the Financial Statements

December 31, 2016

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Contributed Services Contributed services are recognized when they are received, if the services: (1) create or enhance non-financial assets, or (2) require specialized skills, are provided by individuals possessing those skills, and would typically need to be purchased if they were not donated. During 2016, the value of contributed services recognized in the accompanying Statement of Activity and Changes in Unrestricted Net Assets, was $77,000 and included medical, consulting, outreach specialist and computer related services.

Revenue Recognition In accordance with FSAB ASC 958-605-25, Revenue Recognition contributions received are considered to be available for use unless specifically restricted by the donor. Contributions including unconditional promises to give are recognized as revenues in the period received. Conditional promises are recognized when the conditions on which they depend are substantially met.

Functional Allocation of Expenses The costs of providing various programs and other activities have been summarized on a functional basis in the accompanying financial statements. Accordingly, certain costs have been allocated among the various programs and supporting services.

NOTE 2: LEASE COMMITMENT

The Organization leases space for its operations in Marietta, Georgia under terms of a non-cancelable lease agreement expiring February 2016. (See Note 5 second amendment to lease). The Organization also leases space for its operation in Atlanta, Georgia under a non-cancelable lease expiring December 2017. On the date of the execution of the lease a security deposit was required in the amount of $1,734. In 2016, the organization prepaid lease in the amount of $6,532.

Security Deposit $ 1,734 Prepaid Lease 6,532 Total $ 8,266

SOMEONE CARES INC OF ATLANTA Notes to the Financial Statements

December 31, 2016

NOTE 2: LEASE COMMITMENT (cont'd)

Rent expense for the year ended December 31, 2106 was $74,947. Future minimum lease payments over the remaining term of the lease is as follows:

Year Ending December 31, 2017 $ 22,079

NOTE 3: CONCENTRATION OF CREDIT RISK

Financial Instruments which potentially subject the entity to concentration of credit risk consist principally of cash. The Organization maintains its cash in various bank deposit accounts which, at times may exceed federally insured limit. The Organization did not experience any losses in such accounts.

NOTE 4: COMMITMENTS AND CONTINGENCIES

Accounts received or receivable from grantor agencies are subject to audit and adjustment by grantor agencies. Any disallowed items, including amounts already received, may constitute a liability in the amount disallowed. Management does not consider it probable that any such items be disallowed.

NOTE 5: SUBSEQUENT EVENTS

Someone Cares Inc. of Atlanta has adopted FASB ASC 855, Subsequent Events, which establishes principles and requirements for subsequent events and applies to accounting for disclosure of subsequent events not addressed in other applicable generally accepted accounting principles. Someone Cares Inc. of Atlanta evaluated its December 31, 2016, financial statements for subsequent events through April 24, 2017, the date on which the financial statements were available to be issued. Except as disclosed in the following, Someone Cares Inc. in not aware of any subsequent events that would require adjustment to or disclosure within the financial statements.

On January 3, 2017, a second amendment to the leases was executed through December 31, 2017, with monthly base payment of $4,622.

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