GOODS FOR GOOD, INC. COMPARATIVE FINANCIAL STATEMENTS DECEMBER 31, 2013 AND 2012

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COMPARATIVE FINANCIAL STATEMENTS DECEMBER 31, 2013 AND 2012

C O N T E N T S Page INDEPENDENT AUDITORS REPORT... 1-2 COMPARATIVE FINANCIAL STATEMENTS STATEMENTS OF FINANCIAL POSITION... 3 STATEMENTS OF ACTIVITIES... 4 STATEMENTS OF CASH FLOWS... 5 NOTES TO COMPARATIVE FINANCIAL STATEMENTS... 6-9 SUPPLEMENTARY INFORMATION STATEMENT OF FUNCTIONAL EXPENSES... 10-11

INDEPENDENT AUDITORS REPORT To the Board of Directors of Goods For Good, Inc. We have audited the accompanying financial statements of Goods For Good, Inc. (a nonprofit organization), which comprise the statements of financial position as of December 31, 2013 and 2012, and the related statements of activities and cash flows for the years 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 audits. We conducted our audits 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 auditors 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 Goods For Good, Inc. as of December 31, 2013 and 2012, and the changes in its net assets and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

INDEPENDENT AUDITORS REPORT (Continued) To the Board of Directors of Goods For Good, Inc. 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 pages 10 and 11 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. New York, NY November 5, 2014

COMPARATIVE STATEMENTS OF FINANCIAL POSITION DECEMBER 31, ASSETS 2013 2012 CURRENT ASSETS Cash $ 344,659 $ 376,844 Pledges receivable (Note 2) 20,000 30,000 Inventory -0-243,212 Prepaid expenses 8,438 20,518 Total Current Assets 373,097 670,574 OTHER ASSETS Fixed assets (net of depreciation) (Note 3) 55,688 35,180 Loan receivable 915 915 Security deposit 15,927 15,450 Advance 7,000-0- Total Other Assets 79,530 51,545 INTANGIBLE ASSETS Website development costs 18,000 11,000 Less: accumulated amortization 13,986 5,958 Total Intangible Assets 4,014 5,042 $ 456,641 $ 727,161 LIABILITIES AND NET ASSETS CURRENT LIABILITIES Accounts payable and accrued expenses $ 14,316 $ 12,120 Loan from director (Note 7) 19,541 29,312 Total Current Liabilities 33,857 41,432 NET ASSETS Unrestricted 402,784 655,729 Temporarily restricted 20,000 30,000 Total Net Assets 422,784 685,729 $ 456,641 $ 727,161 See independent auditors report and notes to comparative financial statements. -3-

COMPARATIVE STATEMENTS OF ACTIVITIES FOR THE YEARS ENDED DECEMBER 31, Temporarily Temporarily Unrestricted Restricted 2013 Total Unrestricted Restricted 2012 Total SUPPORT AND REVENUE Cash contributions $ 255,860 $ -0- $ 255,860 $ 490,021 $ -0- $ 490,021 In-kind contributions 76,050-0- 76,050 91,859-0- 91,859 Total Contributions 331,910-0- 331,910 581,880-0- 581,880 Fundraiser receipts 537,052-0- 537,052 429,422-0- 429,422 Less: fundraiser expenses ( 60,681) -0- ( 60,681) ( 57,696) -0- ( 57,696) Net Fundraiser Receipts 476,371-0- 476,371 371,726-0- 371,726 Interest income 148-0- 148 155-0- 155 Loss on sale of fixed asset ( 3,627) -0- ( 3,627) -0- -0- -0-804,802-0- 804,802 953,761-0- 953,761 NET ASSETS RELEASED FROM RESTRICTIONS Satisfaction of program restrictions 10,000 ( 10,000) -0-12,400 ( 12,400) -0- Total Support and Revenue 814,802 ( 10,000) 804,802 966,161 ( 12,400) 953,761 EXPENSES Distributed goods 319,261-0- 319,261 780,934-0- 780,934 Personnel 305,914-0- 305,914 317,057-0- 317,057 Transportation 21,476-0- 21,476 38,733-0- 38,733 Occupancy 80,871-0- 80,871 88,294-0- 88,294 Program grants -0- -0- -0-14,661-0- 14,661 Office and warehouse supplies 29,003-0- 29,003 40,980-0- 40,980 Professional services 39,073-0- 39,073 32,247-0- 32,247 Promotional activities 22,567-0- 22,567 9,184-0- 9,184 Storage and shipping -0- -0- -0-26,026-0- 26,026 Insurance -0- -0- -0-4,650-0- 4,650 Registration and subscriptions -0- -0- -0-5,008-0- 5,008 Depreciation 28,887-0- 28,887 32,198-0- 32,198 Other 1,019-0- 1,019-0- -0- -0- Program expenses 219,676-0- 219,676-0- -0- -0- Total Expenses 1,067,747-0- 1,067,747 1,389,972-0- 1,389,972 CHANGES IN NET ASSETS ( 252,945) ( 10,000) ( 262,945) ( 423,811) ( 12,400) ( 436,211) NET ASSETS - BEGINNING OF YEAR 655,729 30,000 685,729 1,079,540 42,400 1,121,940 NET ASSETS - END OF YEAR $ 402,784 $ 20,000 $ 422,784 $ 655,729 $ 30,000 $ 685,729 See independent auditors report and notes to comparative financial statements. -4-

COMPARATIVE STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2013 2012 CASH FLOWS FROM OPERATING ACTIVITIES Changes in net assets ($ 262,945) ($ 436,211) Adjustments to reconcile changes in net assets to net cash provided by operating activities: Depreciation 28,887 32,198 Loss on sale of fixed assets 3,627-0- Changes in assets and liabilities: Pledges receivable 10,000 12,400 Inventory 243,212 688,491 Prepaid expenses 12,080 ( 575) Advance ( 7,000) -0- Payroll taxes payable 2,196 4,565 Net Cash Provided by Operating Activities 30,057 300,868 CASH FLOWS FROM INVESTING ACTIVITIES Purchase of fixed assets ( 52,700) ( 37,969) Payments for intangible assets ( 7,000) ( 11,000) Loan receivable -0-1,135 Security deposit ( 477) -0- Proceeds on sale of fixed assets 7,706-0- Net Cash Used in Investing Activities ( 52,471) ( 47,834) CASH FLOWS USED IN FINANCING ACTIVITIES Repayments to director ( 9,771) ( 2,173) NET INCREASE (DECREASE) IN CASH ( 32,185) 250,861 CASH - BEGINNING OF YEAR 376,844 125,983 CASH - END OF YEAR $ 344,659 $ 376,844 See independent auditors report and notes to comparative financial statements. -5-

NOTES TO COMPARATIVE FINANCIAL STATEMENTS DECEMBER 31, 2013 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of the Organization Goods For Good, Inc. (the "Organization") is a non-profit organization established in 2006 and formed solely for charitable and educational purposes. As an institution, Goods For Good, Inc. empowers communities in Malawi to support orphans and other children in need. The Organization meets the immediate needs of these children while partnering with local community centers to strengthen their skills and build businesses for sustained impact. This three-pronged approach addresses the urgent needs of the children while enabling communities to provide for them in the long run. The Organization has been determined by the Internal Revenue Service to be a publicly supported charitable organization as described in Section 170(b)(1)(a)(vi), 501(c)(3) of the Internal Revenue Code. The Organization relies upon public support from business entities and individuals alike. Basis of Accounting Assets, liabilities, revenues and expenses are recognized on the accrual basis of accounting. Legally enforceable pledges less an allowance for uncollectible amounts, if any, are recorded as receivable in the year made. The Organization reports gifts of cash and other assets as restricted support if they are received with donor stipulations that limit the use of the donated assets. When a donor restriction expires, that is, when a stipulated time restriction ends or purpose restriction is accomplished, temporarily restricted net assets are reclassified to unrestricted net assets and reported in the statement of activities as net assets released from restrictions. The Organization reports gifts of land, buildings, and equipment as unrestricted support unless explicit donor stipulations specify how the donated assets must be used. Gifts of long-lived assets with explicit restrictions that specify how the assets are to be used and gifts of cash or other assets that must be used to acquire long-lived assets are reported as restricted support. Absent explicit donor stipulations about how long those long-lived assets must be maintained, the Organization reports expirations of donor restrictions when the donated or acquired long-lived assets are placed in service. Fixed Assets Fixed assets are recorded in the financial statements at cost. Significant improvements and betterments made to fixed assets are capitalized, whereby incidental repairs are expensed. Depreciation is provided for in the financial statements based upon the estimated useful lives of the corresponding assets. -6-

NOTES TO COMPARATIVE FINANCIAL STATEMENTS (continued) DECEMBER 31, 2013 1. SIGNIFICANT ACCOUNTING POLICIES (continued) Cash Equivalents For purposes of the statement of cash flows, the Organization considers all short-term debt securities with a maturity of three months or less to be cash equivalents. Pledges Receivable The pledges receivable of $20,000 at December 31, 2013 are expected to be fully collected and represent future funds to be received. Pledges receivable, both conditional and unconditional, are recognized upon initial receipt of funds. Once the Organization is reasonably assured as to the validity of pledges, as evidenced by initial collection, it recognizes the balance of the pledge in the current period. The Organization treats pledges receivable as temporarily restricted support. Once pledges are actually collected they are reclassified as unrestricted support. Contributions Goods for Goods, Inc. accounts for the donation of goods and other in-kind donations as unrestricted contributions at the value assigned to them by the respective donor organizations. All donated goods are added to inventory until they are distributed to programs and accounted for as a distributed goods expense on the statement of operations. This method of accounting for donated goods can lead to large fluctuations in unrestricted contributions, as evidenced by comparing 2006 and 2007. During 2013 the Organization completed its change of strategic focus away from re-purposing surplus goods and towards its Community Enterprise initiative. As a result, substantially all of the inventory on hand as of December 31, 2012 was distributed to beneficiaries in 2013, while only a limited amount of new goods donations were received. This imbalance of goods received as compared to goods distributed, contributed to a significant decline in Net Assets during 2013. As this imbalance was due a strategic shift, the below table is included to show the impact of the imbalance on the Organization' s results. The following table provides additional clarity on the cash vs. in-kind nature of contributions and expenses as of December 31, 2013 2012 Cash support and revenue $ 789,433 $ 919,598 Cash expenses 748,486 609,038 Increase in Cash Net Assets $ 40,947 $ 310,560 In-kind support and revenue $ 76,050 $ 91,859 In-kind expenses 319,261 780,934 Decrease in In-Kind Net Assets ($ 243,211) ($ 689,075) -7-

NOTES TO COMPARATIVE FINANCIAL STATEMENTS (continued) DECEMBER 31, 2013 1. SIGNIFICANT ACCOUNTING POLICIES (continued) Use of Estimates The preparation of financial statements in accordance with 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 these amounts. Expense Allocation The costs of providing programs have been summarized on a functional basis in the Statement of Functional Expenses. General and administration expenses include those expenses that are not directly identifiable with another specific function but provide for the overall support and direction of the Organization. Inventory The Organization accounts for the donation of goods and other in-kind donations as unrestricted contributions at the value assigned to them by the respective donor organizations, which approximates lower of cost or market valuation. All donated goods are added to inventory until they are distributed to programs and accounted for as a distributed goods expense on the statement of activities. Donated Time A number of unpaid volunteers and board members have made contributions of their time to develop the Organization. The contributed time, the fair market value of which has not been reflected in these financial statements. 2. PLEDGES RECEIVABLE The collection of pledges receivable are all due from contributors over the next two years, as follows: 3. FIXED ASSETS Amount 2014 $ 10,000 2015 10,000 $ 20,000 Fixed assets consist of the following, as of December 31, 2013 2012 Vehicles $ 119,004 $ 66,304 Furniture and equipment 2,800 2,800 Leasehold improvements 2,521 2,521 124,325 71,625 Less: accumulated depreciation ( 68,637) ( 36,445) $ 55,688 $ 35,180-8-

NOTES TO COMPARATIVE FINANCIAL STATEMENTS (continued) DECEMBER 31, 2013 4. CONCENTRATION OF CREDIT RISK Cash in banks, based on bank balances, exceeded the Federal Deposit Insurance Corporation insured limit as of December 31, 2013 by $62,594. 5. SUBSEQUENT EVENTS Subsequent events were evaluated through August 19, 2014, which is the date the financial statements were available to be issued. As of August 19, 2014, there are no subsequent events which require separate disclosure. 6. LEASE The Organization occupies premises under an operating lease for a five-year period effective June 1, 2010. Minimum future rental payments pursuant to the lease agreement are as follows: Year ending December 31, Amount 2014 $ 66,716 2015 28,140 $ 94,856 7. LOAN FROM DIRECTORS During 2010, the Organization received $40,000 from two directors for programs and operations. The loan is non-interest bearing and is payable on demand per agreement. During 2013, the directors forgave a portion of the loan, which is reflected in the revenue section of the statement of activities. As of December 31, 2013 the balance is $19,541. -9-

STATEMENT OF FUNCTIONAL EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2013 PROGRAM OPERATIONS Total Management Fundraising Community Pens for Shoes for Programs Program and and Total Enterprise Progress Success Tailoring General Operations Administration Fundraising Expenses Awards and grants $ -0- $ -0- $ -0- $ -0- $ -0- $ -0- $ -0- $ -0- $ -0- Business expenses -0- -0- -0- -0-695 695 149 175 1,019 Contract services 335-0- -0- -0-24,373 24,708 5,243 6,138 36,089 Facilities and equipment 7,477-0- -0- -0-50,033 57,510 10,762 12,600 80,872 Operations 1,936 248-0- 1,045 11,148 14,377 2,398 2,808 19,583 Other types of expenses 3,312-0- -0- -0-4,163 7,475 896 1,048 9,419 Promotional expenses -0- -0- -0- -0-15,384 15,384 3,309 3,874 22,567 Payroll expenses 54,211-0- -0-14 171,575 225,800 36,905 43,209 305,914 Subcontractors 2,766 1-0- 215-0- 2,982-0- -0-2,982 Reconciliation discrepancies -0- -0- -0- -0- -0- -0- -0- -0- -0- Travel and meetings 8,207 668-0- 300 8,385 17,560 1,804 2,112 21,476 Depreciation 28,887-0- -0- -0- -0-28,887-0- -0-28,887 Program expenses 202,880 244,300 76,049 15,710-0- 538,939-0- -0-538,939 $ 310,011 $ 245,217 $ 76,049 $ 17,284 $ 285,756 $ 934,317 $ 61,466 $ 71,964 $ 1,067,747-10-

STATEMENT OF FUNCTIONAL EXPENSES FOR THE YEAR ENDED DECEMBER 31, 2012 PROGRAM OPERATIONS Vocational Total Management Fundraising Pens for Training Shoes for CBO Other Program and and Total Progress Program Success Support Programs Operations Administration Development Expenses Distributed goods $ 252,552 $ 321 $ 78,976 $ 225,521 $ 223,564 $ 780,934 $ -0- $ -0- $ 780,934 Personnel 32,468 119,052 32,469 32,469-0- 216,458 34,908 65,691 317,057 Shipping and storage 15,096 5,286 1,672 1,350-0- 23,404 1,748 874 26,026 Rent 9,803 35,944 9,803 9,803-0- 65,353 15,294 7,647 88,294 Transportation and travel 5,554 20,937 4,202 4,766-0- 35,459 2,183 1,091 38,733 Office and warehouse supplies 4,208 27,175 2,359 2,503-0- 36,245 2,865 1,870 40,980 Promotional activities 949 3,625 949 949-0- 6,472 1,808 904 9,184 Program grants 189 11,973 189 2,060-0- 14,411 167 83 14,661 Professional services 2,635 15,725 2,475 3,127-0- 23,962 4,802 3,483 32,247 Insurance 518 1,902 519 518-0- 3,457 795 398 4,650 Depreciation 4,512 16,541 4,512 4,512-0- 30,077 1,414 707 32,198 Registration and subscriptions 553 2,034 553 553-0- 3,693 877 438 5,008 Other -0- -0- -0- -0- -0- -0- -0- -0- -0- $ 329,037 $ 260,515 $ 138,678 $ 288,131 $ 223,564 $ 1,239,925 $ 66,861 $ 83,186 $ 1,389,972-11-