World Upside Down 501(c)(3) Non-Profit Application

NON-PROFIT APPLICATION: FORM 1023

TABLE OF CONTENTS

Section 1 - Form 1023 Checklist

Section 2 - Application (Form 1023 and Schedules A through H, as required)• Form 1023• Schedule B• Schedule H

Section 3 - Attachment to the Form1023

Section 4 Additional documentation required for the Form 1023• Conflict of Interests Policy and Agreement • Grant Applications for Institutions• Scholarships Applications for Individuals

Section 5 - Articles of organization• Articles of Incorporation• State of Florida, Department of State, Fictitious Name Registration• Bylaws

Section 6 - Documentation of nondiscriminatory policy for schools, as required by Schedule B

• Nondiscriminatory Policy Published in the Orlando Sentinel

Section 7 - Form 5768, Election/Revocation of Election by an Eligible Section 501(c) (3) Organization To Make Expenditures To Influence Legislation

Section 8 - All other attachments, including explanations, financial data, and printed materials or publications. Label each page with name and EIN.

• Financial Projection Worksheet for IRS Form 1023• Form 5578 Annual Certification of Racial Nondiscrimination

for a Private School Exempt From Federal Income Tax

Section 9 - Employer Identification Number (EIN)

World Upside Down EIN 46-1938697

1I.R.S. SPECIFICATIONS TO BE REMOVED BEFORE PRINTING

DO NOT PRINT — DO NOT PRINT — DO NOT PRINT — DO NOT PRINT

INSTRUCTIONS TO PRINTERSFORM 1023, PAGE 27 OF 28MARGINS; TOP 13mm (1/2"), CENTER SIDES. PRINTS: HEAD TO HEADPAPER: WHITE WRITING, SUB. 20. INK: BLACKFLAT SIZE: 216mm (8-1/2") x 279mm (11")PERFORATE: None

Form 1023 Checklist(Revised June 2006)Application for Recognition of Exemption under Section 501(c)(3) of theInternal Revenue Code

Note. Retain a copy of the completed Form 1023 in your permanent records. Refer to the General Instructionsregarding Public Inspection of approved applications.

Check each box to finish your application (Form 1023). Send this completed Checklist with your filled-inapplication. If you have not answered all the items below, your application may be returned to you asincomplete.

Assemble the application and materials in this order:! Form 1023 Checklist! Form 2848, Power of Attorney and Declaration of Representative (if filing)! Form 8821, Tax Information Authorization (if filing)! Expedite request (if requesting)! Application (Form 1023 and Schedules A through H, as required)! Articles of organization! Amendments to articles of organization in chronological order! Bylaws or other rules of operation and amendments! Documentation of nondiscriminatory policy for schools, as required by Schedule B! Form 5768, Election/Revocation of Election by an Eligible Section 501(c)(3) Organization To Make

Expenditures To Influence Legislation (if filing)! All other attachments, including explanations, financial data, and printed materials or publications. Label

each page with name and EIN.

User fee payment placed in envelope on top of checklist. DO NOT STAPLE or otherwise attach your check ormoney order to your application. Instead, just place it in the envelope.

Employer Identification Number (EIN)

Schedules. Submit only those schedules that apply to you and check either “Yes” or “No” below.

Completed Parts I through XI of the application, including any requested information and any requiredSchedules A through H.

! You must provide specific details about your past, present, and planned activities.! Generalizations or failure to answer questions in the Form 1023 application will prevent us from recognizing

you as tax exempt.! Describe your purposes and proposed activities in specific easily understood terms.! Financial information should correspond with proposed activities.

Schedule A Yes No

Schedule B Yes No

Schedule C Yes No

Schedule D Yes No

Schedule E Yes No

Schedule F Yes No

Schedule G Yes No

Schedule H Yes No

Joanna Puello

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Joanna Puello

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Joanna Puello

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Joanna Puello

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Joanna Puello

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Joanna Puello

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An exact copy of your complete articles of organization (creating document). Absence of the proper purposeand dissolution clauses is the number one reason for delays in the issuance of determination letters.

Signature of an officer, director, trustee, or other official who is authorized to sign the application.

Your name on the application must be the same as your legal name as it appears in your articles oforganization.

Send completed Form 1023, user fee payment, and all other required information, to:

Internal Revenue ServiceP.O. Box 192Covington, KY 41012-0192

If you are using express mail or a delivery service, send Form 1023, user fee payment, and attachments to:

Internal Revenue Service201 West Rivercenter Blvd.Attn: Extracting Stop 312Covington, KY 41011

! Location of Purpose Clause from Part III, line 1 (Page, Article and Paragraph Number)! Location of Dissolution Clause from Part III, line 2b or 2c (Page, Article and Paragraph Number) or by

operation of state law

! Signature at Part XI of Form 1023.

Joanna Puello

(Rev. October 2012)

Reminder: Do Not Include Social SecurityNumbers on Publicly Disclosed FormsBecause the IRS is required to disclose approved exemption applications and information returns, exempt organiztions shouldn’tinclude social security or bank account numbers on these forms. By law, with limited exceptions, the IRS has no authority to remove that information before making the forms publicly available. Documentssubject to disclosure include supporting documents !led with the form, and correspondence with the IRS about the !ling.

Cat. No. 52336F

Notice 1382

(Continued)

Notice 1382 (Rev. 10-2012)

Department of the Treasury Internal Revenue Service

Changes for Form 1023

Changes for Form 1023, Application forRecognition of Exemption Under Section501(c)(3) of the Internal Revenue CodeChange of Mailing AddressThe mailing address shown on Form 1023 Checklist, page 28, the!rst address under the last checkbox; and in the Instructions for Form 1023, page 4 under Where to File, has been changed to:

Internal Revenue Service

Changes for Parts IX and X

regulations that eliminated the advance ruling process. Until Form 1023 is revised to re"ect this change, please follow the

Form 1023. For more information about the elimination of the advance ruling process, visit us at IRS.gov. In the top right

(exactly as written) and select “Search.”

Part IX. Financial Data

now as follows. For purposes of this schedule, years in existence refer to completed tax years.

1. If in existence less than 5 years, complete the statement foreach year in existence and provide projections of your likely revenues and expenses based on a reasonable and good faithestimate of your future !nances for a total of:

a. Three years of !nancial information if you have not completed one tax year, orb. Four years of !nancial information if you have completed one tax year.

IRS.gov

To !le using a private delivery service, mail to:

201 West Rivercenter Blvd.Attn: Extracting Stop 312Covington, KY 41011

The Interactive version of Form 1023 is available at StayExempt.irs.gov. It includes prerequisite questions, auto-calculated fields, help buttons and links to relevant information.The Interactive version of Form 1023 is available at StayExempt.irs.gov. It includes prerequisite questions, auto-calculated fields, help buttons and links to relevant information.

Notice 1382 (Rev. 10-2012)

Part X. Public Charity StatusDo not complete line 6a on page 11 of Form 1023, and do not sign

Revenue Code.”

Only complete line 6b and line 7 on page 11 of Form 1023, if in existence 5 or more tax years.

Part XI. Increase in User FeesUser fee increases are effective for all applications post marked afterJanuary 3, 2010.

1. $400 for organizations whose gross receipts do not exceed $10,000 or less annually over a 4-year period.

2. $850 for organizations whose gross receipts exceed $10,000 annually over a 4-year period.

For the current user fee amounts, go to IRS.gov and in the

link for that page, and in the second paragraph click on “user fee.” Alternatively, you can do a search for “user fees” with the applicable year in the “Search” box in the top right. Finally, you can also

Application for reinstatement and retroactive reinstatement. Afteryour organization’s tax-exempt status was automatically revoked forfailing to !le a return or notice for three consecutive years, yourorganization must apply to have its tax-exempt status reinstated. You must !le a Form 1023 if applying under section 501(c)(3) or Form 1024 if applying under a different Code section, pay theappropriate user fee, and write “Automatically Revoked” at the topof your application and the mailing envelope. If approved, the dateof reinstatement will be the date of the application. See Notice2011-44, 2011-25 I.R.B. 883, at http://www.irs.gov/irb/2011-25_IRB/ar10.html, for details.

Transitional relief scheduled to end December 31, 2012. Smaller organizations — de!ned as having annual gross receipts of$50,000 or less, in its most recently completed tax year — that have lost their tax-exempt status because of failure to

eligible for transitional relief, including retroactive reinstatement and a reduced user fee of $100. See Notice 2011-43, 2011-25 I.R.B. 882, athttp://www.irs.gov/irb/2011-25_IRB/ar09.html, for details.

Changes for the Instructions for Form 1023

Documents

(Continued)IRS.gov

2. If in existence 5 or more years, complete the schedule for the most recent 5 tax years. You will need to provide a separate statement that includes information about the most recent 5 tax

provide for a 5th year.

Notice 1382 (Rev. 10-2012)

provide an example of a con!ict of interest policy for organizations.The sample con!ict of interest policy does not prescribe anyspeci"c requirements. Therefore, organizations should use a con!ict of interest policy that best "ts their organization.

Appendix A. Sample Conflict of InterestPolicy

IRS.gov

Changes to Instructions for Form 1023,Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code (Rev. June 2006)Part III. Required Provisions in Your Organizing Document

C.B. 367, to incorporate the state of New York as jurisdiction thatcomplies with the cy pres doctrine to keep a charitable testamentarytrust from failing the requirement for a dissolution clause under Regulation sections 1.501(c)(3)-1(b)(4), when the language of the trustinstrument demonstrates a general intent to bene"t charity. Therefore,the instructions on page 8, line 2c, after the third paragraph nowincludes the state of New York in the state listing as an authorizedstate. Since the state of New York allows testamentary charitabletrusts formed in that state and the language in the trustinstruments provides for a general intent to bene"t charity, you donot need a speci"c provision in your trust agreement or declarationof trust providing for the distribution of assets upon dissolution.



TLS, have youtransmitted all Rtext files for thiscycle update?

Date

Action

Revised proofsrequested

Date Signature

O.K. to print


Application for Recognition of ExemptionUnder Section 501(c)(3) of the Internal Revenue Code

OMB No. 1545-0056Form 1023 Note: If exempt status is

approved, thisapplication will be openfor public inspection.

(Rev. June 2006)Department of the TreasuryInternal Revenue Service

Identification of Applicant

c/o Name (if applicable)2Full name of organization (exactly as it appears in your organizing document)1

For Paperwork Reduction Act Notice, see page 24 of the instructions.

Part I

Cat. No. 17133K Form 1023 (Rev. 6-2006)

Use the instructions to complete this application and for a definition of all bold items. For additional help, call IRS ExemptOrganizations Customer Account Services toll-free at 1-877-829-5500. Visit our website at www.irs.gov for forms andpublications. If the required information and documents are not submitted with payment of the appropriate user fee, theapplication may be returned to you.

Employer Identification Number (EIN)4Mailing address (Number and street) (see instructions)3

Month the annual accounting period ends (01 – 12)5City or town, state or country, and ZIP + 4

Room/Suite

Primary contact (officer, director, trustee, or authorized representative)6

Are you represented by an authorized representative, such as an attorney or accountant? If “Yes,”provide the authorized representative’s name, and the name and address of the authorizedrepresentative’s firm. Include a completed Form 2848, Power of Attorney and Declaration ofRepresentative, with your application if you would like us to communicate with your representative.

7

Was a person who is not one of your officers, directors, trustees, employees, or an authorizedrepresentative listed in line 7, paid, or promised payment, to help plan, manage, or advise you aboutthe structure or activities of your organization, or about your financial or tax matters? If “Yes,”provide the person’s name, the name and address of the person’s firm, the amounts paid orpromised to be paid, and describe that person’s role.

8

Organization’s website:9a

a Name: b Phone:

c Fax: (optional)

Yes No

Yes No

Certain organizations are not required to file an information return (Form 990 or Form 990-EZ). If youare granted tax-exemption, are you claiming to be excused from filing Form 990 or Form 990-EZ? If“Yes,” explain. See the instructions for a description of organizations not required to file Form 990 orForm 990-EZ.

Yes No

Date incorporated if a corporation, or formed, if other than a corporation. (MM/DD/YYYY)11

Were you formed under the laws of a foreign country?If “Yes,” state the country.

12 Yes No

/ /

10

Organization’s email: (optional)b

Attach additional sheets to this application if you need more space to answer fully. Put your name and EIN on each sheet andidentify each answer by Part and line number. Complete Parts I - XI of Form 1023 and submit only those Schedules (A throughH) that apply to you.

World Upside Down, Inc.

Ed McLeod, CPA, Swart Baumruck & Company, LLC - $200/hourTaxes and consultant - 1101 Miranda Lane, Kissimmee FL 34742-0769

Joanna Puello

2059 Dixie Belle Drive, Unit B

Orlando FL 32812

46-1938697

6

Joanna Puello, CEO 407-401-1568

www.worldupsidedown.org

[email protected]

03 21 2013

The Interactive version of Form 1023 is available at StayExempt.irs.gov. It includes prerequisite questions, auto-calculated fields, help buttons and links to relevant information.The Interactive version of Form 1023 is available at StayExempt.irs.gov. It includes prerequisite questions, auto-calculated fields, help buttons and links to relevant information.




Organizational Structure

1

Part III

Form 1023 (Rev. 6-2006)

2

5

Are you a corporation? If “Yes,” attach a copy of your articles of incorporation showing certificationof filing with the appropriate state agency. Include copies of any amendments to your articles andbe sure they also show state filing certification.

Yes No

– Page 2Form 1023 (Rev. 6-2006) Name: EIN:

You must be a corporation (including a limited liability company), an unincorporated association, or a trust to be tax exempt.(See instructions.) DO NOT file this form unless you can check “Yes” on lines 1, 2, 3, or 4.

Are you a limited liability company (LLC)? If “Yes,” attach a copy of your articles of organization showingcertification of filing with the appropriate state agency. Also, if you adopted an operating agreement, attacha copy. Include copies of any amendments to your articles and be sure they show state filing certification.Refer to the instructions for circumstances when an LLC should not file its own exemption application.

Are you an unincorporated association? If “Yes,” attach a copy of your articles of association,constitution, or other similar organizing document that is dated and includes at least two signatures.Include signed and dated copies of any amendments.

Are you a trust? If “Yes,” attach a signed and dated copy of your trust agreement. Include signedand dated copies of any amendments.Have you been funded? If “No,” explain how you are formed without anything of value placed in trust.

Have you adopted bylaws? If “Yes,” attach a current copy showing date of adoption. If “No,” explainhow your officers, directors, or trustees are selected.

3

4a

b

Yes No

Yes No

Yes No

Yes NoYes No

Required Provisions in Your Organizing Document

1

Part IV

2a

Section 501(c)(3) requires that your organizing document state your exempt purpose(s), such as charitable,religious, educational, and/or scientific purposes. Check the box to confirm that your organizing documentmeets this requirement. Describe specifically where your organizing document meets this requirement, such asa reference to a particular article or section in your organizing document. Refer to the instructions for exemptpurpose language. Location of Purpose Clause (Page, Article, and Paragraph):

The following questions are designed to ensure that when you file this application, your organizing document contains the required provisionsto meet the organizational test under section 501(c)(3). Unless you can check the boxes in both lines 1 and 2, your organizing documentdoes not meet the organizational test. DO NOT file this application until you have amended your organizing document. Submit youroriginal and amended organizing documents (showing state filing certification if you are a corporation or an LLC) with your application.

Section 501(c)(3) requires that upon dissolution of your organization, your remaining assets must be used exclusivelyfor exempt purposes, such as charitable, religious, educational, and/or scientific purposes. Check the box on line 2a toconfirm that your organizing document meets this requirement by express provision for the distribution of assets upondissolution. If you rely on state law for your dissolution provision, do not check the box on line 2a and go to line 2c.

Compensation and Other Financial Arrangements With Your Officers, Directors, Trustees,Employees, and Independent ContractorsPart V

List the names, titles, and mailing addresses of all of your officers, directors, and trustees. For each person listed, state theirtotal annual compensation, or proposed compensation, for all services to the organization, whether as an officer, employee, orother position. Use actual figures, if available. Enter “none” if no compensation is or will be paid. If additional space is needed,attach a separate sheet. Refer to the instructions for information on what to include as compensation.

Name Title Mailing addressCompensation amount(annual actual or estimated)

1a

Part II

Using an attachment, describe your past, present, and planned activities in a narrative. If you believe that you have already provided some ofthis information in response to other parts of this application, you may summarize that information here and refer to the specific parts of theapplication for supporting details. You may also attach representative copies of newsletters, brochures, or similar documents for supportingdetails to this narrative. Remember that if this application is approved, it will be open for public inspection. Therefore, your narrativedescription of activities should be thorough and accurate. Refer to the instructions for information that must be included in your description.

Narrative Description of Your Activities

If you checked the box on line 2a, specify the location of your dissolution clause (Page, Article, and Paragraph).Do not complete line 2c if you checked box 2a.

2b

See the instructions for information about the operation of state law in your particular state. Check this box ifyou rely on operation of state law for your dissolution provision and indicate the state:

2c

Page 1, Article III, Section 3.1

Page 4, Article V, Section 5.3

See attached document.




2a

Form 1023 (Rev. 6-2006)

Yes No


Compensation and Other Financial Arrangements With Your Officers, Directors, Trustees,Employees, and Independent Contractors (Continued)

Part V

List the names, titles, and mailing addresses of each of your five highest compensated employees who receive or willreceive compensation of more than $50,000 per year. Use the actual figure, if available. Refer to the instructions forinformation on what to include as compensation. Do not include officers, directors, or trustees listed in line 1a.


b

List the names, names of businesses, and mailing addresses of your five highest compensated independent contractorsthat receive or will receive compensation of more than $50,000 per year. Use the actual figure, if available. Refer to theinstructions for information on what to include as compensation.


c

The following “Yes” or “No” questions relate to past, present, or planned relationships, transactions, or agreements with your officers,directors, trustees, highest compensated employees, and highest compensated independent contractors listed in lines 1a, 1b, and 1c.

Do you have a business relationship with any of your officers, directors, or trustees other thanthrough their position as an officer, director, or trustee? If “Yes,” identify the individuals and describethe business relationship with each of your officers, directors, or trustees.

Are any of your officers, directors, or trustees related to your highest compensated employees orhighest compensated independent contractors listed on lines 1b or 1c through family or businessrelationships? If “Yes,” identify the individuals and explain the relationship.

For each of your officers, directors, trustees, highest compensated employees, and highestcompensated independent contractors listed on lines 1a, 1b, or 1c, attach a list showing their name,qualifications, average hours worked, and duties.

Do any of your officers, directors, trustees, highest compensated employees, and highestcompensated independent contractors listed on lines 1a, 1b, or 1c receive compensation from anyother organizations, whether tax exempt or taxable, that are related to you through commoncontrol? If “Yes,” identify the individuals, explain the relationship between you and the otherorganization, and describe the compensation arrangement.

In establishing the compensation for your officers, directors, trustees, highest compensatedemployees, and highest compensated independent contractors listed on lines 1a, 1b, and 1c, thefollowing practices are recommended, although they are not required to obtain exemption. Answer“Yes” to all the practices you use.

Do you or will the individuals that approve compensation arrangements follow a conflict of interest policy?Do you or will you approve compensation arrangements in advance of paying compensation?Do you or will you document in writing the date and terms of approved compensation arrangements?

3a

4

Yes No

Yes No

Yes No

Yes NoYes NoYes No

b

b

b

c

c

a

Are any of your officers, directors, or trustees related to each other through family or businessrelationships? If “Yes,” identify the individuals and explain the relationship.

See attachment document.

See attachment document.

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46 1938697World Upside Down, Inc.




Form 1023 (Rev. 6-2006)

Yes No



Part V

Yes No

Yes No

Yes No

Yes No

Do you or will you approve compensation arrangements based on information about compensation paid bysimilarly situated taxable or tax-exempt organizations for similar services, current compensation surveyscompiled by independent firms, or actual written offers from similarly situated organizations? Refer to theinstructions for Part V, lines 1a, 1b, and 1c, for information on what to include as compensation.

Do you or will you record in writing both the information on which you relied to base your decisionand its source?If you answered “No” to any item on lines 4a through 4f, describe how you set compensation that isreasonable for your officers, directors, trustees, highest compensated employees, and highestcompensated independent contractors listed in Part V, lines 1a, 1b, and 1c.

Have you adopted a conflict of interest policy consistent with the sample conflict of interest policyin Appendix A to the instructions? If “Yes,” provide a copy of the policy and explain how the policyhas been adopted, such as by resolution of your governing board. If “No,” answer lines 5b and 5c.

What procedures will you follow to assure that persons who have a conflict of interest will not haveinfluence over you for setting their own compensation?

What procedures will you follow to assure that persons who have a conflict of interest will not haveinfluence over you regarding business deals with themselves?

Note: A conflict of interest policy is recommended though it is not required to obtain exemption.Hospitals, see Schedule C, Section I, line 14.

Do you or will you compensate any of your officers, directors, trustees, highest compensated employees,and highest compensated independent contractors listed in lines 1a, 1b, or 1c through non-fixedpayments, such as discretionary bonuses or revenue-based payments? If “Yes,” describe all non-fixedcompensation arrangements, including how the amounts are determined, who is eligible for sucharrangements, whether you place a limitation on total compensation, and how you determine or willdetermine that you pay no more than reasonable compensation for services. Refer to the instructions forPart V, lines 1a, 1b, and 1c, for information on what to include as compensation.

e

f

g

5a

b

c

6a

Do you or will you compensate any of your employees, other than your officers, directors, trustees,or your five highest compensated employees who receive or will receive compensation of more than$50,000 per year, through non-fixed payments, such as discretionary bonuses or revenue-basedpayments? If “Yes,” describe all non-fixed compensation arrangements, including how the amountsare or will be determined, who is or will be eligible for such arrangements, whether you place or willplace a limitation on total compensation, and how you determine or will determine that you pay nomore than reasonable compensation for services. Refer to the instructions for Part V, lines 1a, 1b,and 1c, for information on what to include as compensation.

Do you or will you purchase any goods, services, or assets from any of your officers, directors,trustees, highest compensated employees, or highest compensated independent contractors listed inlines 1a, 1b, or 1c? If “Yes,” describe any such purchase that you made or intend to make, fromwhom you make or will make such purchases, how the terms are or will be negotiated at arm’slength, and explain how you determine or will determine that you pay no more than fair marketvalue. Attach copies of any written contracts or other agreements relating to such purchases.

Do you or will you sell any goods, services, or assets to any of your officers, directors, trustees,highest compensated employees, or highest compensated independent contractors listed in lines 1a,1b, or 1c? If “Yes,” describe any such sales that you made or intend to make, to whom you make orwill make such sales, how the terms are or will be negotiated at arm’s length, and explain how youdetermine or will determine you are or will be paid at least fair market value. Attach copies of anywritten contracts or other agreements relating to such sales.

Yes No

Yes No

b

b

7a

Do you or will you record in writing the decision made by each individual who decided or voted oncompensation arrangements?

Yes Nod

Do you or will you have any leases, contracts, loans, or other agreements with your officers, directors,trustees, highest compensated employees, or highest compensated independent contractors listed inlines 1a, 1b, or 1c? If “Yes,” provide the information requested in lines 8b through 8f.

Describe any written or oral arrangements that you made or intend to make.Identify with whom you have or will have such arrangements.Explain how the terms are or will be negotiated at arm’s length.Explain how you determine you pay no more than fair market value or you are paid at least fair market value.Attach copies of any signed leases, contracts, loans, or other agreements relating to such arrangements.

Yes No

b

8a

cdef

Yes No9a Do you or will you have any leases, contracts, loans, or other agreements with any organization inwhich any of your officers, directors, or trustees are also officers, directors, or trustees, or in whichany individual officer, director, or trustee owns more than a 35% interest? If “Yes,” provide theinformation requested in lines 9b through 9f.

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World Upside Down, Inc. 46 1938697

Joanna Puello




Form 1023 (Rev. 6-2006)



Part V

bcde

f

Describe any written or oral arrangements you made or intend to make.Identify with whom you have or will have such arrangements.Explain how the terms are or will be negotiated at arm’s length.Explain how you determine or will determine you pay no more than fair market value or that you arepaid at least fair market value.

Attach a copy of any signed leases, contracts, loans, or other agreements relating to such arrangements.

Your Members and Other Individuals and Organizations That Receive Benefits From YouPart VI

Yes NoIn carrying out your exempt purposes, do you provide goods, services, or funds to individuals? If“Yes,” describe each program that provides goods, services, or funds to individuals.

1a

The following “Yes” or “No” questions relate to goods, services, and funds you provide to individuals and organizations as partof your activities. Your answers should pertain to past, present, and planned activities. (See instructions.)

In carrying out your exempt purposes, do you provide goods, services, or funds to organizations? If“Yes,” describe each program that provides goods, services, or funds to organizations.

Do any of your programs limit the provision of goods, services, or funds to a specific individual orgroup of specific individuals? For example, answer “Yes,” if goods, services, or funds are providedonly for a particular individual, your members, individuals who work for a particular employer, orgraduates of a particular school. If “Yes,” explain the limitation and how recipients are selected foreach program.

Do any individuals who receive goods, services, or funds through your programs have a family orbusiness relationship with any officer, director, trustee, or with any of your highest compensatedemployees or highest compensated independent contractors listed in Part V, lines 1a, 1b, and 1c? If“Yes,” explain how these related individuals are eligible for goods, services, or funds.

Yes No

Yes No

Yes No

b

2

3

Your HistoryPart VII

Yes NoAre you a successor to another organization? Answer “Yes,” if you have taken or will take over theactivities of another organization; you took over 25% or more of the fair market value of the netassets of another organization; or you were established upon the conversion of an organization fromfor-profit to non-profit status. If “Yes,” complete Schedule G.

1

The following “Yes” or “No” questions relate to your history. (See instructions.)

Are you submitting this application more than 27 months after the end of the month in which youwere legally formed? If “Yes,” complete Schedule E.

Yes No2

Your Specific ActivitiesPart VIII

Yes NoDo you support or oppose candidates in political campaigns in any way? If “Yes,” explain.1

The following “Yes” or “No” questions relate to specific activities that you may conduct. Check the appropriate box. Youranswers should pertain to past, present, and planned activities. (See instructions.)

Do you attempt to influence legislation? If “Yes,” explain how you attempt to influence legislationand complete line 2b. If “No,” go to line 3a.

Yes No2a

Have you made or are you making an election to have your legislative activities measured byexpenditures by filing Form 5768? If “Yes,” attach a copy of the Form 5768 that was already filed orattach a completed Form 5768 that you are filing with this application. If “No,” describe whether yourattempts to influence legislation are a substantial part of your activities. Include the time and moneyspent on your attempts to influence legislation as compared to your total activities.

b Yes No

Do you or will you operate bingo or gaming activities? If “Yes,” describe who conducts them, andlist all revenue received or expected to be received and expenses paid or expected to be paid inoperating these activities. Revenue and expenses should be provided for the time periods specifiedin Part IX, Financial Data.

Do you or will you enter into contracts or other agreements with individuals or organizations toconduct bingo or gaming for you? If “Yes,” describe any written or oral arrangements that you madeor intend to make, identify with whom you have or will have such arrangements, explain how theterms are or will be negotiated at arm’s length, and explain how you determine or will determine youpay no more than fair market value or you will be paid at least fair market value. Attach copies orany written contracts or other agreements relating to such arrangements.

List the states and local jurisdictions, including Indian Reservations, in which you conduct or willconduct gaming or bingo.

3a

b

c

Yes No

Yes No

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Form 1023 (Rev. 6-2006)


4a Do you or will you undertake fundraising? If “Yes,” check all the fundraising programs you do or willconduct. (See instructions.)

mail solicitationsemail solicitationspersonal solicitationsvehicle, boat, plane, or similar donationsfoundation grant solicitations

phone solicitationsaccept donations on your websitereceive donations from another organization’s websitegovernment grant solicitationsOther

Yes No

Attach a description of each fundraising program.

b

5

Do you or will you have written or oral contracts with any individuals or organizations to raise fundsfor you? If “Yes,” describe these activities. Include all revenue and expenses from these activitiesand state who conducts them. Revenue and expenses should be provided for the time periodsspecified in Part IX, Financial Data. Also, attach a copy of any contracts or agreements.

Yes No

Do you or will you engage in fundraising activities for other organizations? If “Yes,” describe thesearrangements. Include a description of the organizations for which you raise funds and attach copiesof all contracts or agreements.

List all states and local jurisdictions in which you conduct fundraising. For each state or localjurisdiction listed, specify whether you fundraise for your own organization, you fundraise for anotherorganization, or another organization fundraises for you.

Do you or will you maintain separate accounts for any contributor under which the contributor hasthe right to advise on the use or distribution of funds? Answer “Yes” if the donor may provide adviceon the types of investments, distributions from the types of investments, or the distribution from thedonor’s contribution account. If “Yes,” describe this program, including the type of advice that maybe provided and submit copies of any written materials provided to donors.

Are you affiliated with a governmental unit? If “Yes,” explain.

Do you or will you engage in economic development? If “Yes,” describe your program.Describe in full who benefits from your economic development activities and how the activitiespromote exempt purposes.

6ab

c

d

e

Yes No

Yes No

Yes No

Yes No

Do or will persons other than your employees or volunteers develop your facilities? If “Yes,” describeeach facility, the role of the developer, and any business or family relationship(s) between thedeveloper and your officers, directors, or trustees.

Do or will persons other than your employees or volunteers manage your activities or facilities? If“Yes,” describe each activity and facility, the role of the manager, and any business or familyrelationship(s) between the manager and your officers, directors, or trustees.

If there is a business or family relationship between any manager or developer and your officers,directors, or trustees, identify the individuals, explain the relationship, describe how contracts arenegotiated at arm’s length so that you pay no more than fair market value, and submit a copy of anycontracts or other agreements.

Do you or will you enter into joint ventures, including partnerships or limited liability companiestreated as partnerships, in which you share profits and losses with partners other than section501(c)(3) organizations? If “Yes,” describe the activities of these joint ventures in which youparticipate.

Are you applying for exemption as a childcare organization under section 501(k)? If “Yes,” answerlines 9b through 9d. If “No,” go to line 10.

Do you provide child care so that parents or caretakers of children you care for can be gainfullyemployed (see instructions)? If “No,” explain how you qualify as a childcare organization describedin section 501(k).

Of the children for whom you provide child care, are 85% or more of them cared for by you toenable their parents or caretakers to be gainfully employed (see instructions)? If “No,” explain howyou qualify as a childcare organization described in section 501(k).

Are your services available to the general public? If “No,” describe the specific group of people forwhom your activities are available. Also, see the instructions and explain how you qualify as achildcare organization described in section 501(k).

Do you or will you publish, own, or have rights in music, literature, tapes, artworks, choreography,scientific discoveries, or other intellectual property? If “Yes,” explain. Describe who owns or willown any copyrights, patents, or trademarks, whether fees are or will be charged, how the fees aredetermined, and how any items are or will be produced, distributed, and marketed.

Yes No

Yes No

Yes No

Yes No

Yes No

Yes No

7a

8

9a

10

b

b

c

c

d Yes No

Yes No

Your Specific Activities (Continued)Part VIII✔

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Form 1023 (Rev. 6-2006)


Do you or will you operate in a foreign country or countries? If “Yes,” answer lines 12b through12d. If “No,” go to line 13a.Name the foreign countries and regions within the countries in which you operate.Describe your operations in each country and region in which you operate.Describe how your operations in each country and region further your exempt purposes.

Yes No12a

bcd

13a

bcde

Do you or will you make grants, loans, or other distributions to organization(s)? If “Yes,” answer lines13b through 13g. If “No,” go to line 14a.

Describe how your grants, loans, or other distributions to organizations further your exempt purposes.Do you have written contracts with each of these organizations? If “Yes,” attach a copy of each contract.Identify each recipient organization and any relationship between you and the recipient organization.Describe the records you keep with respect to the grants, loans, or other distributions you make.

Yes No

Yes No

Do you or will you accept contributions of: real property; conservation easements; closely heldsecurities; intellectual property such as patents, trademarks, and copyrights; works of music or art;licenses; royalties; automobiles, boats, planes, or other vehicles; or collectibles of any type? If “Yes,”describe each type of contribution, any conditions imposed by the donor on the contribution, andany agreements with the donor regarding the contribution.

Yes No11

f Describe your selection process, including whether you do any of the following:Yes NoDo you require an application form? If “Yes,” attach a copy of the form.

Do you require a grant proposal? If “Yes,” describe whether the grant proposal specifies yourresponsibilities and those of the grantee, obligates the grantee to use the grant funds only for thepurposes for which the grant was made, provides for periodic written reports concerning the useof grant funds, requires a final written report and an accounting of how grant funds were used,and acknowledges your authority to withhold and/or recover grant funds in case such funds are,or appear to be, misused.

Describe your procedures for oversight of distributions that assure you the resources are used tofurther your exempt purposes, including whether you require periodic and final reports on the use ofresources.

Do you or will you make grants, loans, or other distributions to foreign organizations? If “Yes,”answer lines 14b through 14f. If “No,” go to line 15.

Provide the name of each foreign organization, the country and regions within a country in whicheach foreign organization operates, and describe any relationship you have with each foreignorganization.

Does any foreign organization listed in line 14b accept contributions earmarked for a specific countryor specific organization? If “Yes,” list all earmarked organizations or countries.

Do your contributors know that you have ultimate authority to use contributions made to you at yourdiscretion for purposes consistent with your exempt purposes? If “Yes,” describe how you relay thisinformation to contributors.

Do you or will you make pre-grant inquiries about the recipient organization? If “Yes,” describe theseinquiries, including whether you inquire about the recipient’s financial status, its tax-exempt statusunder the Internal Revenue Code, its ability to accomplish the purpose for which the resources areprovided, and other relevant information.

Do you or will you use any additional procedures to ensure that your distributions to foreignorganizations are used in furtherance of your exempt purposes? If “Yes,” describe these procedures,including site visits by your employees or compliance checks by impartial experts, to verify that grantfunds are being used appropriately.

(ii)(i)

g

14a

b

c

d

e

f

Yes No

Yes No

Yes No

Yes No

Yes No

Yes No

Your Specific Activities (Continued)Part VIIIx

x

x

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Joanna Puello




Form 1023 (Rev. 6-2006)


Do you or will you provide scholarships, fellowships, educational loans, or other educational grants toindividuals, including grants for travel, study, or other similar purposes? If “Yes,” completeSchedule H.Note: Private foundations may use Schedule H to request advance approval of individual grantprocedures.

22 Yes No

Do you have a close connection with any organizations? If “Yes,” explain.

Are you applying for exemption as a cooperative hospital service organization under section501(e)? If “Yes,” explain.

Are you applying for exemption as a cooperative service organization of operating educationalorganizations under section 501(f)? If “Yes,” explain.Are you applying for exemption as a charitable risk pool under section 501(n)? If “Yes,” explain.

Is your main function to provide hospital or medical care? If “Yes,” complete Schedule C.

Do you or will you provide low-income housing or housing for the elderly or handicapped? If“Yes,” complete Schedule F.

15

16

17

18

Do you or will you operate a school? If “Yes,” complete Schedule B. Answer “Yes,” whether youoperate a school as your main function or as a secondary activity.

19

20

21

Yes No

Yes No

Yes No

Yes NoYes No

Yes NoYes No

Your Specific Activities (Continued)Part VIII✔

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Joanna Puello




Form 1023 (Rev. 6-2006)


Financial Data

24

For purposes of this schedule, years in existence refer to completed tax years. If in existence 4 or more years, complete theschedule for the most recent 4 tax years. If in existence more than 1 year but less than 4 years, complete the statements foreach year in existence and provide projections of your likely revenues and expenses based on a reasonable and good faithestimate of your future finances for a total of 3 years of financial information. If in existence less than 1 year, provide projectionsof your likely revenues and expenses for the current year and the 2 following years, based on a reasonable and good faithestimate of your future finances for a total of 3 years of financial information. (See instructions.)

1

234

56

7

89

1011

1213

1415

16

17

181920212223

A. Statement of Revenues and ExpensesType of revenue or expense Current tax year 3 prior tax years or 2 succeeding tax years

(a) From

To

(e) Provide Total for(a) through (d)

(b) From

To

(c) From

To

(d) From

To

Rev

enue

sE

xpen

ses

Gifts, grants, andcontributions received (do notinclude unusual grants)

Membership fees receivedGross investment incomeNet unrelated businessincomeTaxes levied for your benefit

Value of services or facilitiesfurnished by a governmentalunit without charge (notincluding the value of servicesgenerally furnished to thepublic without charge)

Any revenue not otherwiselisted above or in lines 9–12below (attach an itemized list)

Total of lines 1 through 7

Gross receipts from admissions,merchandise sold or servicesperformed, or furnishing offacilities in any activity that isrelated to your exemptpurposes (attach itemized list)Total of lines 8 and 9Net gain or loss on sale ofcapital assets (attachschedule and see instructions)

Unusual grantsTotal RevenueAdd lines 10 through 12Fundraising expenses

Contributions, gifts, grants,and similar amounts paid out(attach an itemized list)

Disbursements to or for thebenefit of members (attach anitemized list)

Compensation of officers,directors, and trusteesOther salaries and wagesInterest expenseOccupancy (rent, utilities, etc.)Depreciation and depletionProfessional fees

Any expense not otherwiseclassified, such as programservices (attach itemized list)

Total ExpensesAdd lines 14 through 23

Part IXWorld Upside Down, Inc. 46 1938697

7/1/136/30/14

52,000

7/1/146/30/15

7/1/156/30/16

75,00057,200 62,92082,500 90,750 248,250

172,120------ ------ ------

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127,000 139,700 153,670 420,370------

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600 660 726

127,600 140,360 154,396

1,986

422,356

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------ ------ ------ ------

127,600 140,360 154,396 422,3566,000 6,300 6,615

13,440 14,112 14,818

107,076 112,430 124,353

126,516 132,842 139,486

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Form 1023 (Rev. 6-2006)


Financial Data (Continued)B. Balance Sheet (for your most recently completed tax year) Year End:

123456789

1011

1213141516

171819

1a

b

Assets (Whole dollars)

CashAccounts receivable, netInventoriesBonds and notes receivable (attach an itemized list)Corporate stocks (attach an itemized list)Loans receivable (attach an itemized list)Other investments (attach an itemized list)Depreciable and depletable assets (attach an itemized list)LandOther assets (attach an itemized list)

Total Assets (add lines 1 through 10)Liabilities

Accounts payableContributions, gifts, grants, etc. payableMortgages and notes payable (attach an itemized list)Other liabilities (attach an itemized list)

Total Liabilities (add lines 12 through 15)Fund Balances or Net Assets

Total fund balances or net assetsTotal Liabilities and Fund Balances or Net Assets (add lines 16 and 17)

Have there been any substantial changes in your assets or liabilities since the end of the periodshown above? If “Yes,” explain.

1234567891011

1213141516

1718

Yes No

Public Charity StatusPart X is designed to classify you as an organization that is either a private foundation or a public charity. Public charity statusis a more favorable tax status than private foundation status. If you are a private foundation, Part X is designed to furtherdetermine whether you are a private operating foundation. (See instructions.)

Are you a private foundation? If “Yes,” go to line 1b. If “No,” go to line 5 and proceed as instructed.If you are unsure, see the instructions.

As a private foundation, section 508(e) requires special provisions in your organizing document inaddition to those that apply to all organizations described in section 501(c)(3). Check the box toconfirm that your organizing document meets this requirement, whether by express provision or byreliance on operation of state law. Attach a statement that describes specifically where yourorganizing document meets this requirement, such as a reference to a particular article or section inyour organizing document or by operation of state law. See the instructions, including Appendix B,for information about the special provisions that need to be contained in your organizing document.Go to line 2.

Are you a private operating foundation? To be a private operating foundation you must engagedirectly in the active conduct of charitable, religious, educational, and similar activities, as opposedto indirectly carrying out these activities by providing grants to individuals or other organizations. If“Yes,” go to line 3. If “No,” go to the signature section of Part XI.

Have you existed for one or more years? If “Yes,” attach financial information showing that you are a privateoperating foundation; go to the signature section of Part XI. If “No,” continue to line 4.

Have you attached either (1) an affidavit or opinion of counsel, (including a written affidavit or opinionfrom a certified public accountant or accounting firm with expertise regarding this tax law matter),that sets forth facts concerning your operations and support to demonstrate that you are likely tosatisfy the requirements to be classified as a private operating foundation; or (2) a statementdescribing your proposed operations as a private operating foundation?

2

3

4

Yes No

Yes No

Yes No

Yes No

Part X

Part IX

5

a

c

d

b

If you answered “No” to line 1a, indicate the type of public charity status you are requesting by checking one of the choices below.You may check only one box.

The organization is not a private foundation because it is:509(a)(1) and 170(b)(1)(A)(i)—a church or a convention or association of churches. Complete and attach Schedule A.509(a)(1) and 170(b)(1)(A)(ii)—a school. Complete and attach Schedule B.509(a)(1) and 170(b)(1)(A)(iii)—a hospital, a cooperative hospital service organization, or a medical researchorganization operated in conjunction with a hospital. Complete and attach Schedule C.

509(a)(3)—an organization supporting either one or more organizations described in line 5a through c, f, g, or hor a publicly supported section 501(c)(4), (5), or (6) organization. Complete and attach Schedule D.

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Form 1023 (Rev. 6-2006)


Public Charity Status (Continued)

Yes No

ef

g

h

i

6

(i)

(ii)

7

509(a)(4)—an organization organized and operated exclusively for testing for public safety.509(a)(1) and 170(b)(1)(A)(iv)—an organization operated for the benefit of a college or university that is owned oroperated by a governmental unit.

509(a)(1) and 170(b)(1)(A)(vi)—an organization that receives a substantial part of its financial support in the formof contributions from publicly supported organizations, from a governmental unit, or from the general public.

509(a)(2)—an organization that normally receives not more than one-third of its financial support from grossinvestment income and receives more than one-third of its financial support from contributions, membershipfees, and gross receipts from activities related to its exempt functions (subject to certain exceptions).

A publicly supported organization, but unsure if it is described in 5g or 5h. The organization would like the IRS todecide the correct status.

If you checked box g, h, or i in question 5 above, you must request either an advance or a definitive ruling byselecting one of the boxes below. Refer to the instructions to determine which type of ruling you are eligible to receive.

Request for Advance Ruling: By checking this box and signing the consent, pursuant to section 6501(c)(4) ofthe Code you request an advance ruling and agree to extend the statute of limitations on the assessment ofexcise tax under section 4940 of the Code. The tax will apply only if you do not establish public support statusat the end of the 5-year advance ruling period. The assessment period will be extended for the 5 advance rulingyears to 8 years, 4 months, and 15 days beyond the end of the first year. You have the right to refuse or limitthe extension to a mutually agreed-upon period of time or issue(s). Publication 1035, Extending the TaxAssessment Period, provides a more detailed explanation of your rights and the consequences of the choicesyou make. You may obtain Publication 1035 free of charge from the IRS web site at www.irs.gov or by callingtoll-free 1-800-829-3676. Signing this consent will not deprive you of any appeal rights to which you wouldotherwise be entitled. If you decide not to extend the statute of limitations, you are not eligible for an advanceruling.

a

b Request for Definitive Ruling: Check this box if you have completed one tax year of at least 8 full months andyou are requesting a definitive ruling. To confirm your public support status, answer line 6b(i) if you checked boxg in line 5 above. Answer line 6b(ii) if you checked box h in line 5 above. If you checked box i in line 5 above,answer both lines 6b(i) and (ii).

(a)(b)

Enter 2% of line 8, column (e) on Part IX-A. Statement of Revenues and Expenses.Attach a list showing the name and amount contributed by each person, company, or organization whosegifts totaled more than the 2% amount. If the answer is “None,” check this box.

For each year amounts are included on lines 1, 2, and 9 of Part IX-A. Statement of Revenues andExpenses, attach a list showing the name of and amount received from each disqualified person. If theanswer is “None,” check this box.

For each year amounts are included on line 9 of Part IX-A. Statement of Revenues and Expenses, attacha list showing the name of and amount received from each payer, other than a disqualified person, whosepayments were more than the larger of (1) 1% of line 10, Part IX-A. Statement of Revenues andExpenses, or (2) $5,000. If the answer is “None,” check this box.

Did you receive any unusual grants during any of the years shown on Part IX-A. Statement ofRevenues and Expenses? If “Yes,” attach a list including the name of the contributor, the date andamount of the grant, a brief description of the grant, and explain why it is unusual.

(a)

(b)

(Date)(Signature of Officer, Director, Trustee, or otherauthorized official)

(Type or print title or authority of signer)

Part X

Consent Fixing Period of Limitations Upon Assessment of Tax Under Section 4940 of the Internal Revenue Code

For Organization

For IRS Use Only

(Date)

(Type or print name of signer)

IRS Director, Exempt Organizations

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Form 1023 (Rev. 6-2006)


Yes No

Yes No

Schedule B. Schools, Colleges, and Universities

1a

b

2a

3

4

5

6

7

8

Do you normally have a regularly scheduled curriculum, a regular faculty of qualified teachers, aregularly enrolled student body, and facilities where your educational activities are regularly carriedon? If “No,” do not complete the remainder of Schedule B.

b

If you operate a school as an activity, complete Schedule BSection I Operational Information

Is the primary function of your school the presentation of formal instruction? If “Yes,” describe yourschool in terms of whether it is an elementary, secondary, college, technical, or other type of school.If “No,” do not complete the remainder of Schedule B.

Are you a public school because you are operated by a state or subdivision of a state? If “Yes,”explain how you are operated by a state or subdivision of a state. Do not complete the remainder ofSchedule B.

Are you a public school because you are operated wholly or predominantly from government fundsor property? If “Yes,” explain how you are operated wholly or predominantly from government fundsor property. Submit a copy of your funding agreement regarding government funding. Do notcomplete the remainder of Schedule B.

In what public school district, county, and state are you located?

Were you formed or substantially expanded at the time of public school desegregation in the aboveschool district or county?

Has a state or federal administrative agency or judicial body ever determined that you are raciallydiscriminatory? If “Yes,” explain.

Has your right to receive financial aid or assistance from a governmental agency ever been revokedor suspended? If “Yes,” explain.

Do you or will you contract with another organization to develop, build, market, or finance yourfacilities? If “Yes,” explain how that entity is selected, explain how the terms of any contracts orother agreements are negotiated at arm’s length, and explain how you determine that you will pay nomore than fair market value for services.

Note. Make sure your answer is consistent with the information provided in Part VIII, line 7a.

Do you or will you manage your activities or facilities through your own employees or volunteers? If“No,” attach a statement describing the activities that will be managed by others, the names of thepersons or organizations that manage or will manage your activities or facilities, and how thesemanagers were or will be selected. Also, submit copies of any contracts, proposed contracts, orother agreements regarding the provision of management services for your activities or facilities.Explain how the terms of any contracts or other agreements were or will be negotiated, and explainhow you determine you will pay no more than fair market value for services.

Note. Answer “Yes” if you manage or intend to manage your programs through your own employeesor by using volunteers. Answer “No” if you engage or intend to engage a separate organization orindependent contractor. Make sure your answer is consistent with the information provided in PartVIII, line 7b.

Yes No

Yes No

Yes No

Yes No

Yes No

Yes No

Yes No

Section II Establishment of Racially Nondiscriminatory PolicyInformation required by Revenue Procedure 75-50.

1

2

3

4

Have you adopted a racially nondiscriminatory policy as to students in your organizing document,bylaws, or by resolution of your governing body? If “Yes,” state where the policy can be found orsupply a copy of the policy. If “No,” you must adopt a nondiscriminatory policy as to studentsbefore submitting this application. See Publication 557.

Do your brochures, application forms, advertisements, and catalogues dealing with studentadmissions, programs, and scholarships contain a statement of your racially nondiscriminatorypolicy?

If “Yes,” attach a representative sample of each document.If “No,” by checking the box to the right you agree that all future printed materials, including websitecontent, will contain the required nondiscriminatory policy statement.

ba

Have you published a notice of your nondiscriminatory policy in a newspaper of general circulationthat serves all racial segments of the community? (See the instructions for specific requirements.) If“No,” explain.

Does or will the organization (or any department or division within it) discriminate in any way on thebasis of race with respect to admissions; use of facilities or exercise of student privileges; faculty oradministrative staff; or scholarship or loan programs? If “Yes,” for any of the above, explain fully.

Yes No

Yes No

Yes No

Yes No

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Form 1023 (Rev. 6-2006)


Schedule B. Schools, Colleges, and Universities (Continued)5 Complete the table below to show the racial composition for the current academic year and projected for the next

academic year, of: (a) the student body, (b) the faculty, and (c) the administrative staff. Provide actual numbers rather thanpercentages for each racial category.

Yes No

If you are not operational, submit an estimate based on the best information available (such as the racial composition ofthe community served).

Racial Category (a) Student Body (b) Faculty (c) Administrative StaffCurrent Year Next Year

Total

Current Year Current YearNext Year Next Year

6 In the table below, provide the number and amount of loans and scholarships awarded to students enrolled by racialcategories.

Racial Category Number of Loans Amount of Loans Number of ScholarshipsCurrent Year Next Year

Total

Current Year Current YearNext Year Next YearAmount of ScholarshipsCurrent Year Next Year

7a Attach a list of your incorporators, founders, board members, and donors of land or buildings,whether individuals or organizations.

Do any of these individuals or organizations have an objective to maintain segregated public orprivate school education? If “Yes,” explain.

Will you maintain records according to the non-discrimination provisions contained in RevenueProcedure 75-50? If “No,” explain. (See instructions.)

8

b

Yes No

Caucasion White 0 30 3 5 0 1Hispanic 0 50 1 3 0African American 0 50 0 1 0Asian 0 10 0 0 0

0 140 4 9 0 1

Caucasion White 0 0 0 0 0 1 0 $25Hispanic 0 0 0 0 0 1 0 $25African American 0 0 0 0 0 1 0 $25Asian 0 0 0 0 0 1 0 0

4 0 $75

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Form 1023 (Rev. 6-2006)


Schedule H. Organizations Providing Scholarships, Fellowships, Educational Loans, or Other EducationalGrants to Individuals and Private Foundations Requesting Advance Approval of Individual Grant ProceduresSection I Names of individual recipients are not required to be listed in Schedule H.

Public charities and private foundations complete lines 1a through 7 of this section. See theinstructions to Part X if you are not sure whether you are a public charity or a privatefoundation.

1a

2

3

Describe the types of educational grants you provide to individuals, such as scholarships, fellowships, loans, etc.

4a

bcd

5

6

7 Yes No

Describe the purpose and amount of your scholarships, fellowships, and other educational grants and loans that youaward.

If you award educational loans, explain the terms of the loans (interest rate, length, forgiveness, etc.).Specify how your program is publicized.Provide copies of any solicitation or announcement materials.Provide a sample copy of the application used.

Do you maintain case histories showing recipients of your scholarships, fellowships, educationalloans, or other educational grants, including names, addresses, purposes of awards, amount of eachgrant, manner of selection, and relationship (if any) to officers, trustees, or donors of funds to you? If“No,” refer to the instructions.

Describe the specific criteria you use to determine who is eligible for your program. (For example, eligibility selectioncriteria could consist of graduating high school students from a particular high school who will attend college, writers ofscholarly works about American history, etc.)

Describe the specific criteria you use to select recipients. (For example, specific selection criteria could consist of prioracademic performance, financial need, etc.)

Describe how you determine the number of grants that will be made annually.Describe how you determine the amount of each of your grants.Describe any requirement or condition that you impose on recipients to obtain, maintain, or qualify for renewal of a grant.(For example, specific requirements or conditions could consist of attendance at a four-year college, maintaining a certaingrade point average, teaching in public school after graduation from college, etc.)

Describe your procedures for supervising the scholarships, fellowships, educational loans, or other educational grants.Describe whether you obtain reports and grade transcripts from recipients, or you pay grants directly to a school underan arrangement whereby the school will apply the grant funds only for enrolled students who are in good standing. Also,describe your procedures for taking action if the terms of the award are violated.

Who is on the selection committee for the awards made under your program, including names of current committeemembers, criteria for committee membership, and the method of replacing committee members?

Are relatives of members of the selection committee, or of your officers, directors, or substantialcontributors eligible for awards made under your program? If “Yes,” what measures are taken toensure unbiased selections?

Note. If you are a private foundation, you are not permitted to provide educational grants to disqualifiedpersons. Disqualified persons include your substantial contributors and foundation managers andcertain family members of disqualified persons.

b

cdef

Yes No

Section II Private foundations complete lines 1a through 4f of this section. Public charities do notcomplete this section.

1a

b

2

3

If we determine that you are a private foundation, do you want this application to beconsidered as a request for advance approval of grant making procedures?

For which section(s) do you wish to be considered?! 4945(g)(1)—Scholarship or fellowship grant to an individual for study at an educational institution! 4945(g)(3)—Other grants, including loans, to an individual for travel, study, or other similar

purposes, to enhance a particular skill of the grantee or to produce a specific product

Do you represent that you will (1) arrange to receive and review grantee reports annuallyand upon completion of the purpose for which the grant was awarded, (2) investigatediversions of funds from their intended purposes, and (3) take all reasonable andappropriate steps to recover diverted funds, ensure other grant funds held by a granteeare used for their intended purposes, and withhold further payments to grantees until youobtain grantees’ assurances that future diversions will not occur and that grantees willtake extraordinary precautions to prevent future diversions from occurring?

Do you represent that you will maintain all records relating to individual grants, includinginformation obtained to evaluate grantees, identify whether a grantee is a disqualifiedperson, establish the amount and purpose of each grant, and establish that youundertook the supervision and investigation of grants described in line 2?

No N/A

Yes No

Yes No

Yes




Form 1023 (Rev. 6-2006)


Schedule H. Organizations Providing Scholarships, Fellowships, Educational Loans, or Other EducationalGrants to Individuals and Private Foundations Requesting Advance Approval of Individual Grant Procedures(Continued)Section II Private foundations complete lines 1a through 4f of this section. Public charities do not

complete this section. (Continued)

4a

b

Do you or will you provide scholarships, fellowships, or educational loans to attend aneducational institution to employees of a particular employer?

Do you or will you award scholarships, fellowships, and educational loans to attend aneducational institution based on the status of an individual being an employee of aparticular employer? If “Yes,” complete lines 4b through 4f.

No N/A

Yes No

Yes

Will you comply with the seven conditions and either the percentage tests or facts andcircumstances test for scholarships, fellowships, and educational loans to attend aneducational institution as set forth in Revenue Procedures 76-47, 1976-2 C.B. 670, and80-39, 1980-2 C.B. 772, which apply to inducement, selection committee, eligibilityrequirements, objective basis of selection, employment, course of study, and otherobjectives? (See lines 4c, 4d, and 4e, regarding the percentage tests.)

Do you provide scholarships, fellowships, or educational loans to attend an educationalinstitution to children of employees of a particular employer?

If you provide scholarships, fellowships, or educational loans to attend an educationalinstitution to children of employees of a particular employer, will you award grants to 10%or fewer of the number of employees’ children who can be shown to be eligible for grants(whether or not they submitted an application) in that year, as provided by RevenueProcedures 76-47 and 80-39?

Note. Statistical or sampling techniques are not acceptable. See Revenue Procedure85-51, 1985-2 C.B. 717, for additional information.

If you provide scholarships, fellowships, or educational loans to attend an educationalinstitution to children of employees of a particular employer without regard to either the25% limitation described in line 4d, or the 10% limitation described in line 4e, will youaward grants based on facts and circumstances that demonstrate that the grants will notbe considered compensation for past, present, or future services or otherwise provide asignificant benefit to the particular employer? If “Yes,” describe the facts andcircumstances that you believe will demonstrate that the grants are neither compensatorynor a significant benefit to the particular employer. In your explanation, describe why youcannot satisfy either the 25% test described in line 4d or the 10% test described in line 4e.

If “Yes,” will you award grants to 10% or fewer of the eligible applicants who wereactually considered by the selection committee in selecting recipients of grants in thatyear as provided by Revenue Procedures 76-47 and 80-39?

If “Yes,” will you award grants to 25% or fewer of the eligible applicants who wereactually considered by the selection committee in selecting recipients of grants in thatyear as provided by Revenue Procedures 76-47 and 80-39? If “No,” go to line 4e.

If “Yes,” describe how you will determine who can be shown to be eligible for grantswithout submitting an application, such as by obtaining written statements or otherinformation about the expectations of employees’ children to attend an educationalinstitution. If “No,” go to line 4f.

c

d

e

f

No N/AYes

No N/AYes

NoYes

NoYes

Yes No

Yes No

World&Upside&Down,&Inc.& EIN:&4681938697& From&1023&(Part&IX;&Line&23)&

&

& & & & & 7/1/1386/30/14&& 7/1/1486/30/15&& 7/1/1586/30/16&

Website&&Development& & & $12,000.& & $12,600.& & $19,530.&

Website&Hosting&Services& & $&&&&&600.& & $&&&&&630.& & &&&&&&&662.&

Video&Development& & & $87,996.& & $92,396.& & $97,016.&

Postage&& & & & $&&&&&600.& & $&&&&&630.& & $&&&&&662.&

Printing&& & & & $&&&&240.&& & $&&&&&252.& & $&&&&&265.&

Office&Supplies/Software& & $&&&&120.&& & $&&&&&126.& & $&&&&&132.&

Tax& & & & & $&&&&120.&& & $&&&&126.&& & $&&&&&132.&

Telephone& & & & $&&&&600.&& & $&&&&630.&& & $&&&&662.&

Travel& & & & & $&&1,200.& & $&&1,260.& & $&&1,323.&

Fuel& & & & & $&&2,400.& & $&&2,520.& & $&&2,646.&

Meals& & & & & $&&1,200.& & $&&1,260.& & $&&1,323.&

&

Totals& & & & & $107,076.& & $112,430.& & $124,353.&& & & & & &

&


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WORLD UPSIDE DOWN

A Florida Non-profit Public Benefit Corporation

ATTACHMENT TO THE IRS FORM 1023 Part I, Line 8: Identification of Applicant Was a person who is not one of your officers, directors, trustees, employees, or an authorized representative listed in line 7, paid, or promised payment to help plan, manage, or advise you about the structure or activities of your organization, or about your financial or tax matters? If “Yes,” provide the person’s name, the name and address of the person’s firm, the amounts paid or promised to be paid, and describe that person’s role. Ed McLeod, CPA, MBA Partner of Swart Baumruck & Company, LLC 1101 Miranda Lane, Kissimmee FL 34741-0769 We will pay Ed McLeod to be our CPA to assure that our yearly taxes are submitted impeccably. We will pay him $200/hr with a 15% discount for the first year and $200/hr with no discount for subsequent years. Greg Hufstetler, CPA, MBA, FHFMA Vice President Reimbursement & Regulatory Affairs of Reimbursement Technologies, Inc. 1000 River Road, Suite 100, Conshohocken, PA 19428 Greg Hufstetler has offered his consulting services pro-bono in regards to our financial structure, annual budgets, and cash flow. Nelda Cerynik, Bookkeeper 1406 Bedford Drive, Pompton Plains NJ 07444 Nelda Ceynik has offered her bookkeeping services pro-bono. We will pay her once we start generating revenue.


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Part IV: Narrative Description of Your Activities Past In 2006, Joanna Puello developed a business plan for World Upside Down as a local performing arts center in Santo Domingo, Dominican Republic. These plans never materialized. In 2011, Puello decided to take World Upside Down virtual and launched its first forty video classes as part of an Action Research Project performed by Joanna Puello and Jerusha Hufstetler as part of their Master's of Science program in Education Media & Design Technology from Full Sail University. They created ten video classes in dance, theater, visual arts, and music, inserting video clips into their own video curriculum template. These classes were available on the Internet to two schools in the Dominican Republic who beta tested them in two cycles. Puello and Hufstetler collected data pre-cycle and post-cycle to assess the effectiveness of this online virtual delivery. Principals/owners of both schools responded very favorably towards the program and said that if they could access a full art curriculum for grades K-12 that they will be willing to pay $60 or more a month for a subscription.

1. Action Research Project: https://sites.google.com/site/World Upside Downhub 2. Action Research Presentation: http://www.youtube.com/watch?v=ZiYAFTjLYq4

Present Joanna Puello is currently establishing World Upside Down as a non-profit organization and is focusing on these aspects of development:

1. Applying for non-profit status. 2. Recruiting art educators who will be willing to provide instruction for the first phase of

development. 3. Working with videographers and web designers to create the video classes and design the

website. 4. Securing relationships with school administrators who will commit to year one of the test

pilot program. Future Plans World Upside Down will be test-piloted in public, charter, and after-school programs in Orange County during the 2013-2014 school year. Test pilot participants will access the video classes online, at no cost. They must complete data feedback surveys provided by World Upside Down in order to guarantee access to video classes throughout the test pilot program. World Upside Down will offer the first paid subscription membership for institutions and individuals in the 2014-2015 school year. Video content development will start with Grades 4-5, then 6-8, then High School, and then K-2. The video development goal is a minimal of 160 new video classes every year. Part V: Compensation and Other Financial Arrangements With Your Officers, Directors, Trustees, Employees, and Independent Contractors Part V, Line 1a. List the names, titles, and mailing addresses of all of your officers, directors, and trustees. For each person listed, state their total annual compensation, or proposed compensation, for all services to the organization, whether as an officer,


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employee, or other position. Use actual figures, if available. Enter “none” if no compensation is or will be paid. If additional space is needed, attach a separate sheet. Refer to the instructions for information on what to include in compensation.

Name Title Mailing Address Annual Compensation

Jairo Puello Officer - President 2059 Dixie Belle Dr, Unit B Orlando, FL 32812

none

Martha Buono Officer – Vice-President 2811 Nela Avenue Orlando, FL 32809

none

Jenelle Ferrer Officer - Secretary 3190 Howard Ave Oviedo, FL 32765

none

Jodi Jose Officer - Treasurer 2535 Abacus Court Lake Mary, FL 32746

none

Amanda Miro Officer Emeritus 2336 High Street Winter Park, FL 32792

none

Camaal Moten Officer Emeritus 905 Lake Lily Dr. Apt C 422 Maitland, FL 32751

none

Christi Hicks Davis

Officer Emeritus PO Box 2422 Dahlonega GA 30533

none

Joanna Puello CEO 2059 Dixie Belle Dr, Unit B, Orlando FL 32812

none $0

Jerusha Hufstetler Operations Liaison 5756 Five Flags Blvd. #1132 Orlando FL 32822

none

Jeremy Harmsen Director of Video Development

430 Stimson Street Orlando FL 32839

$88,000

Justin Kirkland Web Developer 5468 Gemgold Ct. Windermere, FL 34786

$10,000

Arturo Lizano Graphic Designer Santo Domingo, Dominican Republic

per job

Claudia Guzman de Zavala

Grant Researcher and Marketing Analyst

Santo Domingo, Dominican Republic

none

Copies of contracts created for our independent subcontractors (Jeremy Harmsen, Justin Kirkland, and Arturo Liranzo) are included with our application in Section 3. Part V, Line 2a. Are any of your officers, directors, or trustees related to each other through family or business relationships? If “Yes,” identify the individuals and explain the relationship. Jerusha Hufstetler is Joanna Puello’s sister and created half of the first beta test videos in her Action Research Project through Full Sail University. Jairo Puello is Joanna Puello’s husband.


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Part V, Line 3a. For each one of your officers, directors, trustees, highest compensated employees, and highest compensated independent contractors listed on lines 1a, 1b, or 1c, attach a list showing their name, qualifications, average hours worked, and duties.

BOARD MEMBERS/OFFICERS Name Qualifications Avg.

Hours Duties

Joanna Puello, CEO and Founder

Founder, BA in Creative Writing, MS in Education Media & Design Technology from Full Sail University, Course Director (Professor) of English as a Second Language at Full Sail University with more than ten years of teaching experience

20/week -Curriculum Content Development -Social media -Recruiting video instructors -Creating institutional and individual client base -Create annual budget -Project Management for Video Production

Jerusha Hufstetler, Operations Liason

Third grade elementary teacher at Sadler Elementary School, BS in Elementary Education and a MS in Entertainment Media & Design Technology

20/month -Financial investor for start-up costs and video development -Consultant for curriculum development

Jairo Puello, President

Sales Executive with more than ten years of sales experience in educational and non-educational environments

10/month -Sales Advisor

Martha Buono, Vice-President

General Manager for singer Tayler Buono, ran a multi-million dollar real estate business for over ten years

12/year -Advise on business development

Jenelle Ferrer, Secretary

Course Director at Full Sail University for the Program Management Course, BA in Communications and Masters of Science in Entertainment Business

12/year -Advise on business development

Jodi Jose, Treasurer

Spanish teacher at Lake Mary High School, more than ten years teaching experience

12/year -Advise on curriculum development as it relates to standards in the public schools

Amanda Miro Math teacher at Florida Virtual School, BS in Mathematics Education and completing MS in Educational Leadership

12/year -Advise on curriculum development

Jennifer Webster

Executive Assistant at the Mascia Law Firm, BS in Anthropology from University of Central Florida

12/year -Advise on program development and professional networking

Camaal Moten AI: Multimedia Instructional Designer at Full Sail University

12/year -Advise on online design, interface, and student experience -Advise on technology integration

Christi Hicks Davis

Lawyer, ten years of non-profit experience

12/year -Advise on legal matters


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INDEPENDENT CONTRACTORS Ed McLeod Certified Public Accountant 100/year -Taxes Nelda Cerynik Bookkeeper 25/month -Bookkeeping Justin Kirkland Creative Director and Web

Developer website design– as needed

Web Developer

Arturo Liranzo Graphic designer and drummer digital art design – as needed

-Graphic Design -Creative Director

Jeremy Harmsen BS in Film from Full Sail University, independent videographer

120/month Video Development

Part V, Line 5a. Have you adopted a conflict of interest policy consistent with the sample conflict of interest policy in Appendix A to the instructions? If “Yes,” provide a copy of the policy and explain how the policy has been adopted, such as by resolution of your governing board. If “No,” answer lines 5b and 5c. Yes, we have adopted a conflict of interest policy. It has been adopted as a part of the Bylaws and Articles of Incorporation. This is how it reads: There is a Duty to Disclose in connection with any actual or possible conflict of interest when an interested person may have a financial or personal interest in a matter. Disclosure must be made to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. After disclosure of all material facts, and after any discussion with the interested person, he/she may leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. Presentation, discussion, and full review of possible conflicts will receive due diligence. The organization's best interest is of importance. If, after hearing all response and after making further investigation as warranted by the circumstances, the governing board or committee determines if there has been a failure to disclose an actual or possible conflict of interest, and appropriate disciplinary and corrective action will ensue. If applicable, there will be full compliance with the Ethics in Government Act. Part V, Line 8a. Do you or will you have any leases, contracts, loans, or other agreements with your officers, directors, trustees, highest compensated employees, or highest compensated independent contractors listed in lines 1a, 1b, or 1c? If “Yes,” provide the information requested in lines 8b through 8f.

Part V, Line 8b. Describe any written or oral arrangements that you made or intend to make.

World Upside Down, Inc., has agreements or contracts with all independent contractors. All such contracts are included in Section 3.

Part V, Line 8c. Identify with whom you have or will have such arrangements.

Independent contractors for World Upside Down, Inc., include:


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Ed McLeod, CPA Nelda Cerynik, Bookkeeper Arturo Liranzo, Graphic Designer and Creative Director Jeremy Harmsen, Video Producer Justin Kirkland, Web Developer

Part V, Line 8d. Explain how the terms are or will be negotiated at arm’s length. All agreements and contracts made reflect competitive industry pricing for services rendered.

Part V, Line 8e. Explain how you determine you pay no more than fair market value or you are paid at least fair market value. World Upside Down, Inc., receives proposals from at least three other vendors and selects the vendor who can guarantee the highest quality work at the most cost-effective rate.

Part V, Line 8f. Attach copies of any signed leases, contracts, loans, or other agreements relating to such arrangements. Copies of all agreements and contracts can be found in Section 3.

Part VI: Your Members and Other Individuals and Organizations That Receive Benefits From You Part VI, Line 1a. In carrying out your exempt purposes, do you provide goods, services, or funds to individuals? Yes. We provide online video classes in dance, art, music, and visual arts for individuals through a paid membership subscription. We offer scholarships as needed. Part VI, Line 1b. In carrying out your exempt purposes, do you provide goods, services, or funds to individuals? Yes. We provide video classes in dance, art, music, and visual arts for institutions (either to provide instruction as a substitute for an art instructor or to supplement an art instructor’s curriculum/program). Video classes are accessible online through a paid membership subscription. We offer scholarships as needed. Part VIII: Your Specific Activities Line 4a. Do you or will you undertake fundraising? If “Yes,” check all the fundraising programs you do or will conduct. (See instructions). Email Solicitations We will be utilizing Internet solicitation methods, including but not limited to email, social media contacts and other mediums. Personal Solicitations We will be fundraising by approaching a broad spectrum of entities and individuals in person to share the mission of World Upside Down and seek public support.


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Foundation Grant Solicitations We will be applying for private or public foundation grants that are relevant to our mission and for which we would be good candidates. Website Fundraising Campaign: Earned and Contributed Revenue We will accept donations on our website in the form of both Earned and Contributed revenue. Earned revenue will be the funds we receive as a fee for service (access to our online arts school) or in exchange for goods (such as merchandise we provide as rewards for donations). Earned revenue will be processed on our website and directed to the corporation’s bank account. Contributed Revenue refers to the donations we receive without the exchange of any services. Our fiscal sponsor, Fractured Atlas, will receive all of our Contributed Revenue. Details on our relationship with Fractured Atlas and the procedure for processing funds can be found in the Fiscal Sponsorship Program Manual in Section 3. Government Grant Solicitations We will provide for all grants that are relevant to our mission and for which we would be good candidates. Other

Slideshows and Lectures. We will be accepting donations during our lectures and slideshow program and expeditions. (Please see the Narrative of our Activities for further information regarding this activity.) Small Scale Fundraising Events. At times we will be holding road-side small-scale fundraising events. The work performed for such events shall be “Volunteer Labor” and without compensation. The material used for such events shall only come from the gifts or contributed products. Volunteer charity lemonade or cookie sale would be an example.

Banquet and Auctions. We will also be holding at least one fundraising banquet and auction annually. All auction items will be from the gifts or contributed merchandise and all the work performed for such events shall be volunteer labor and without compensation.

Web-related Donations. We may make arrangements with commercial organizations for donations based on sales referrals. For example, some web sites (such as Amazon.com) allow nonprofit organizations to receive donations for sales which were referred from their web site. Some local businesses in our area might also make such offers to non-profit organizations. We would only consider this for items and services related to our organization’s activities and topics (e.g. United Arts of Central Florida or Red Chair Project). We currently have no specific plans or contracts, but it’s prudent to mention the possibility.

Sale of Merchandise. We will offer merchandise such as shirts, hats, mugs and similar items through our website which will bear our logo and promote our brand. The revenue from this activity will be considered Earned Revenue and will be taxable by the IRS.


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Part VIII, Line 4d. List all states and local jurisdictions in which you conduct fundraising. For each state or local jurisdiction listed, specify whether you fundraise for your own organization, you fundraise for another organization, or another organization fundraises for you. World Upside Down is based in the state of Florida, however, we will engage in fundraising in all 50 states of the United States whether via Internet solicitation, personal presentations, banquets or activities such as our ambassador program or slide-shows and presentations. For more information about these activities please refer to the Narrative of Our Activities. We will not raise funds for other organizations; No other organization will raise funds for us and we will only fundraise for ourselves. This rule holds true for all 50 States of the United States. In our personal solicitations fundraising we will target business owners located in Central Florida. We will solicit funds nation-wide from non-business owners. We will raise money solely for our own organization and will not depend on another organization to raise funds for us. Part VIII, Line 4e. Do you or will you maintain separate accounts for any contributor under which the contributor has the right to advise on the use or distribution of funds? We do not anticipate soliciting contributions where the donor has the right to advise how to use or distribute the funds. However, we will comply with and recognize special requests, notes, terms and conditions, which are specified by contributors and will maintain a separate account for that specific donation. An example of this rule is foundation grants. There may be situations whereby we solicit a foundation grant for a specific purpose; (e.g. classical video content development) and in those cases the grant, if awarded, will probably have restrictions on the activities it can support. Honoring those terms is inherent in the grant application process. Another example would include sponsorships for individual students or for educational institutions. Part VIII, Line 4d. List all states and local jurisdictions in which you conduct fundraising. For each state or local jurisdiction listed, specify whether you fundraise for your own organization, you fundraise for another organization, or another organization fundraises for you. World Upside Down is primarily based in the state of Florida, however, we will engage in fundraising in all 50 states of the United States whether via internet solicitation, mail-outs, banquets or activities such slide-shows and presentations. For more information about these activities please refer to Part VIII, Line 4a of this document. We will not raise funds for other organizations; no other organization will raise funds for us and we will only fundraise for ourselves. This rule holds true for all 50 States of the United States. Part VIII, Line 11. Do you or will you accept contributions of: real property; conservation easements; closely held securities; intellectual property such as patents, trademarks, and copyrights; works of music or art; licenses; royalties; automobiles, boats, planes, or other vehicles; or collectibles of any type?


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We may accept contributions of: real property, closely held securities, intellectual property such as patents, trademarks, and copyrights, works of music or art, licenses, royalties, automobiles, boats, planes, or other vehicles, or collectibles of any type if said contributions further the purposes of this corporation. We will not accept donations if any conditions imposed by the donor on the contribution limit the corporation’s ability to achieve its purposes or force this corporation to conduct activities that are not in furtherance of 501(c)(3) purposes. We will ensure that donations are accepted in accordance with 501(c)(3) regulations and we will properly determine fair market value according to IRS Publication 561. We currently have no specific plans, but it’s prudent to mention the possibility. Part VIII, Line 13a. Do you or will you make grants, loans, or other distributions to organization(s)? Yes, we provide grants or scholarships to other educational organizations (like private, public, or charter schools, after-school programs, etc.) whose student population is recognized as under privileged. Grant distributions to other organizations will be documented with copies of receipts, letters or other relevant documents. According to our bylaws, any distribution would have to be approved by the board of directors. The method of approval would be documented. Please Note: Rev. Rul. 68-489, 1968-2 C.B. 210 (More rulings)

• An organization will not jeopardize its exemption under section 501(c)(3) of the Code, even though it distributes funds to nonexempt organizations, provided it retains control and discretion over use of the funds for section 501(c)(3) purposes.

• An organization exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1954 distributed part of its funds to organizations not themselves exempt under that provision. The exempt organization ensured use of the funds for section 501(c)(3) purposes by limiting distributions to specific projects that are in furtherance of its own exempt purposes. It retains control and discretion as to the use of the funds and maintains records establishing that the funds were used for section 501(c)(3) purposes. Held, the distributions did not jeopardize the organization’s exemption under section 501(c)(3) of the Code.

Part VIII, Line 13b. Describe how your grants, loans, or other distributions to organizations further your exempt purposes. We offer grants to other organizations by allowing them discounted or free membership to World Upside Down as well as helping provide the equipment necessary to access the online video classes (televisions, modems, projector screens, computers, etc.). Our contributions to other organizations will only include funds necessary to carry on our mission as it has been described in the Part VIII, Line 13a and Schedule H. These contributions would be funds donated to other organizations which are active in the field yet whose financial distress does not allow them to provide art education in dance, visual arts, theater, and music, for their students. The board of directors will conduct due diligence and maintain control of any funds contributed to any organizations regardless of their exempt status and will comply with all applicable laws and guidelines to further our exempt status. Part VIII, Line 15. Do you have a close connection with any organizations? If “Yes,” explain.


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Fractured Atlas has agreed to be the Fiscal Sponsor for World Upside Down, Inc. A copy of the Fiscal Sponsorship Grant Agreement between Fractured Atlas and World Upside Down, Inc., can be found in Section 3. This relationship will not be necessary once World Upside Down, Inc., has been granted 501(c)(3) status. Part IX, Form 1023. Financial Data If in existence less than 1 year, provide projections of your likely revenues and expenses for the current year and the 2 following years, based on a reasonable and good faith estimate of your future finances for a total of 3 years of the financial information. The following financial table is the projection of Unclassified Expenses not listed on the Financial Data, Part IX section. 7/1/13-6/30/14 7/1/14-6/30/15 7/1/15-6/30/16

Website Development $12,000. $12,600. $19,530. Website Hosting Services $600. $630. $662. Video Development $87,996. $92,396. $97,016. Postage $600. $630. $662. Printing $240. $252. $265. Office Supplies/Software $120. $126. $132. Tax $120. $126. $132. Telephone $600. $630. $662. Travel $1,200. $1,260. $1,323. Fuel $ 2,400. $2,520. $2,646. Meals $ 1,200. $1,260. $1,323. Totals $107,076. $112,430. $124,353. Part X, Form 1023. Public Charity Status Line 5v. 509(a)(1) and 170(b)(1)(A)(ii)—a school. Complete and attach Schedule B. World Upside Down is a school. See the completed and attached Schedule B. Schedule B. Schools, Colleges and Universities Section I. Operational Information Line 2b. Is the primary function of your school the presentation of formal instruction? If “Yes,” describe your school in terms of whether it is an elementary, secondary, college, technical, or other type of school. If “No,” do not complete the remainder of Schedule B. Yes, World Upside Down is an online school for the arts, providing video classes in dance, art, music, and visual arts for students Grades K-12. Section I, Line 3. In what public school district, county, and state are you located? World Upside Down, Inc., headquarters is located in Orange County, Florida, but the school is virtual and accessible by schools nationwide.


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Section II. Establishment of Racially Nondiscriminatory Policy Line 1. Have you adopted a racially nondiscriminatory policy as to students in your organizing document, bylaws, or by resolution of your governing body? Yes. Here is a copy of World Upside Down’s nondiscriminatory policy:

World Upside Down admits students of any race, color, national origin, and ethnic origin to all the rights, privileges, programs, and activities generally accorded or made available to students at the school. It does not discriminate on the basis of race, color, national origin, and ethnic origin in administration of its educational policies, admission policies, scholarship and loan programs, and other school-administered programs.

Section II, Line 7a. Attach a list of your incorporators, founders, board members, and donors of land or buildings whether individuals or organizations. Founder: Joanna Puello Incorporators: Joanna Puello, Jerusha Hufstetler, and Jairo Puello Board Members: Jairo Puello, Martha Buono, Jodi Jose, Jenelle Ferrer, Camaal Moten, Christi Hicks Davis, Amanda Miro, and Jennifer Webster Donors of land or buildings: None Schedule H. Organizations Providing Scholarships, Fellowships, Educational Loans, or Other Educational Grants to Individuals and Private Foundations Requesting Advance Approval of Individual Grant Procedures Section I. Names of individual recipients are not required to be listed in Schedule H. Public charities and private foundations complete lines 1a through 7 of this section. See instructions to Pat X if you are not sure whether you are a public charity or a private foundation. Section I, Line 1a. Describe the types of educational grants you provide to individuals, such as scholarships, fellowships, loans, etc. Yes, we provide grants or scholarships to other educational organizations (like private, public, or charter schools, after-school programs, etc.) whose student population is recognized as under privileged by allowing them discounted or free membership to World Upside Down as well as helping provide the equipment necessary to access the online video classes (televisions, modems, projector screens, computers, etc.). Section I, Line 1b. Describe the purpose and amount of your scholarships, fellowships, and other educational grants and loans that you award. The purpose of our grants and scholarships are to make art education accessible to students (grades K-12) all around the globe. The amount of the grant or scholarship awarded will depend on the financial distress of the educational institution or student recipient. Grant distributions will be documented with applications, copies of receipts, letters or other relevant documents. According to our bylaws, any distribution would have to be approved by the board of directors. The method of approval would be documented.


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Section I, Line 1c. If you award educational loans, explain the terms of the loans… World Upside Down does not award educational loans. Section I, Line 1d. Specify how your program is publicized. Grant and scholarship information and applications will be available on our website. Section I, Line 1e. Provide copies of any solicitation or announcement materials. Grant and scholarship information on our website will read as follows: Grants and scholarships are awarded to individuals and educational institutions who exhibit a commitment to art education, an interest or a special skill, as well as financial need. Full or partial scholarships are available. Applicants will be notified following an evaluation of their application. All applications will remain strictly confidential. Scholarships are paid directly to World Upside Down for online membership subscription and not to the student or educational institution. If a scholarship is not awarded to the applicant, he/she/they may choose to enroll at the full membership subscription rate. Section I, Line 1f. Provide a sample copy of the application used. Institutional grants and individual scholarship applications are included with this application. Section I, Line 2. Do you maintain case histories showing recipients of your scholarships, fellowships, educational loans, or other educational grants, including names, addresses, purposes of awards, amount of each grant, manner of selection, and relationship (if any) to officers, trustees, or donors of funds to you? We will provide this information as soon as we start giving scholarships and grants. Section I, Line 3. Describe the specific criteria you use to determine who is eligible for your program. (For example, eligibility selection criteria could consist of graduating high school students from a particular high school who will attend college, writers of scholarly works about American history, etc.) Grants and scholarships are awarded to individuals and educational institutions who exhibit a commitment to art education, an interest or a special skill, as well as financial need. Section I, Line 4a. Describe the specific criteria you use to select recipients. (For example, specific selection criteria could consist of prior academic performance, financial need, etc.) The specific criterion we use to select recipients are commitment to art education, an interest or a special skill, and financial need. Section I, Line 4b. Describe how you determine the number of grants that will be made annually. We will determine the number of grants based on the applications received and the amount of income we have generated in the previous year. Section I, Line 4c. Describe how you determine the amount of each of your grants. We will determine the amount of grants based on the financial need of the recipients and the amount of income we have generated in the previous year.


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Section I, Line 4d. Describe any requirement or condition that you impose on recipients to obtain, maintain, or qualify for renewal of a grant. (For example, specific requirements or conditions could consist of attendance at a four-year college, maintaining a certain grade point average, teaching in public school after graduation from college, etc.) All grant and scholarship recipients must fill out surveys for World Upside Down based on their user experience. We will use this data for product improvement. Section I, Line 5. Describe your procedures for supervising the scholarships, fellowships, educational loans, or other educational grants. Describe whether you obtain reports and grade transcripts from recipients, or you pay grants directly to a school under an arrangement whereby the school will apply the grant funds only for enrolled students who are in good standing. Also, describe your procedures for taking action if the terms of the award are violated. Grant and scholarship money will be paid directly to World Upside Down on the recipient’s behalf. Violation of membership subscription terms will result in an immediate forfeiture of the World Upside Down membership subscription. The accounts of violators will be closed immediately. Section I, Line 6. Who is on the selection committee for the awards made under your program, including names of current committee members, criteria for committee membership, and the method of replacing committee members? When World Upside Down is ready to start offering awards under our program, we will create a committee, criteria for committee membership, and a method of replacing committee members. Projected date for this is the 2014-2015 school year.


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WORLD UPSIDE DOWN


Conflict of Interests Policy and Agreement

ARTICLE I PURPOSES

It is important for World Upside Down directors, officers, and staff to be aware that both real and apparent conflicts of interest or dualities of interest sometimes occur in the course of conducting the affairs of the corporation and that the appearance of conflict can be troublesome even if there is in fact no conflict whatsoever. Conflicts occur because the many persons associated with the corporation should be expected to have, and do in fact generally have multiple interests and affiliations and various positions of responsibility within the community. In these situations a person will sometimes owe identical duties of loyalty to two or more corporations. The purpose of the conflict of interest policy is to protect the corporation’s tax-exempt interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the corporation or might result in a possible excess benefit transaction. The policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations. Conflicts are undesirable because they potentially or eventually place the interests of others ahead of the corporation’s obligations to its charitable purposes and to the public interest. Conflicts are also undesirable because they often reflect adversely upon the person involved and upon the institutions with which they are affiliated, regardless of the actual facts or motivations of the parties. However, the long-range best interests of the corporation do not require the termination of all association with persons who may have real or apparent conflicts that are harmless to all individuals or entities involved.


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Each member of the board of directors and the staff of the corporation has a duty of loyalty to the corporation. The duty of loyalty generally requires a director or staff member to prefer the interests of the corporation over the director’s/staff’s interest or the interests of others. In addition, directors and staff of the corporation shall avoid acts of self-dealing which may adversely affect the tax-exempt status of the corporation or cause there to arise any sanction or penalty by a governmental authority. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

ARTICLE II

DEFINITIONS 2.1 Interested Person Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person. 2.2 Financial Interest A person has a financial interest if the person has, directly or indirectly, thorough business, investment, or family: (a) An ownership or investment interest in any entity with which the corporation has a transaction or arrangement, (b) A compensation arrangement with the corporation or with any entity or individual with which the corporation has a transaction or arrangement, or (c) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the corporation is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

ARTICLE III PROCEDURES

3.1 Duty to Disclose In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement


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3.2 Determining Whether a Conflict of Interest Exists After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. 3.3 Procedures for Addressing the Conflict of Interest (a) An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. (b) The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. (c) After exercising due diligence, the governing board or committee shall determine whether the corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. (d) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement. 3.4 Violations of the Conflicts of Interest Policy (a) If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. (b) If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.


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ARTICLE IV RECORDS OF PROCEEDINGS

4.1 Minutes The minutes of the governing board and all committees with board delegated powers shall contain: (a) The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed. (b) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

ARTICLE V

COMPENSATION 5.1 A voting member of the governing board who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member’s compensation. 5.2 A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member’s compensation. 5.3 No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

ARTICLE VI

ANNUAL STATEMENTS Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person: (a) Has received a copy of the conflicts of interest policy, (b) Has read and understands the policy, (c) Has agreed to comply with the policy, and

Institutional Scholarship Application

Grants are awarded to institutions and organizations who exhibit a commitment to art education as well as finan-cial need. Full or partial scholarships are available. Applicants will be notified following an evaluation of their ap-plication. All applications will remain strictly confidential. Scholarships are paid directly to World Upside Down for online membership subscription and not to the educational institution. If a scholarship is not awarded to the appli-cant, they may choose to enroll at the full membership subscription rate.

World Upside Down

Your OrganizationYour OrganizationYour Organization

NameName Telephone

AddressAddress Email

City State Country

Year FoundedYear Founded Years Operating

Description (public, private, charter school, homeschool association, after-school program, etc.)Description (public, private, charter school, homeschool association, after-school program, etc.)Description (public, private, charter school, homeschool association, after-school program, etc.)

Mission of Your OrganizationMission of Your OrganizationMission of Your Organization

Scholarship Application Contact (person filling out the application)Scholarship Application Contact (person filling out the application)Scholarship Application Contact (person filling out the application)

NameName Telephone


City State Country

PositionPosition Job Description

Institutional Scholarship Application 2

Your StudentsYour Students

List the number of students per grade in the space below. If none, write the number zero.List the number of students per grade in the space below. If none, write the number zero.

Kindergarten Grade 7

Grade 1 Grade 8

Grade 2 Grade 9

Grade 3 Grade 10

Grade 4 Grade 11

Grade 5 Grade 12

Total Number of Primary Students Total Number of Secondary Students

Your Faculty and StaffYour Faculty and Staff

Provide information about the faculty and staff at your organization.Provide information about the faculty and staff at your organization.

Number of Teachers for Primary School Number of Teachers for Secondary School

Student/Teacher Ratio for Primary School Student/Teacher Ratio for Secondary School

Average Teacher Salary for Primary School Average Teacher Salary for Secondary School

Number of Visual Art Teachers Number of Dance Teachers

Number of Music Teachers Number of Theater Teachers

Average Salary for Visual Arts, Dance, Music, or TheaterAverage Salary for Visual Arts, Dance, Music, or Theater


Your Financial SituationYour Financial Situation

Provide financial information about your organization: tuition rates, discounts and scholarships you offer your students, and your annual gross earnings/expenses.Provide financial information about your organization: tuition rates, discounts and scholarships you offer your students, and your annual gross earnings/expenses.

Tuition Rate for Primary Education Tuition Rate for Secondary Education

DiscountsDiscounts

ScholarshipsScholarships

List all other organizations who assist you financially through money donations, grants, scholarships, equipment donations, or in any other way.List all other organizations who assist you financially through money donations, grants, scholarships, equipment donations, or in any other way.

Annual Gross Earnings (last year) Annual Gross Expenses (last year)

Annual Gross Earnings (two years ago) Annual Gross Expenses (two years ago)

Annual Gross Earnings (three years ago) Annual Gross Expenses (three years ago)


Purpose of this Scholarship

Why should we provide your institution with a grant or scholarship?

How will you integrate the World Upside Down video classes into your school?!

Who will be the instructor coach/es for the video classes?

How do you think the World Upside Down video classes will help your students?

I hereby certify all statements made in this application are true (please sign).

_____________________________________________________ _________________Signature of Applicant Date

_____________________________________________________Printed Name of Applicant

Individual Scholarship Application

Scholarships are awarded to individuals who exhibit a commitment, interest or a special skill, as well as financial need. Full or partial scholarships are available. Applicants will be notified following an evaluation of their applica-tion. All applications will remain strictly confidential. Scholarships are paid directly to World Upside Down for on-line membership subscription and not to the student. If a scholarship is not awarded to the applicant, he/she may choose to enroll at the full membership subscription rate.

World Upside Down

School InformationSchool InformationSchool Information

NameName Telephone


City State Country

Year FoundedYear Founded Years Operating

Description (public, private, charter school, homeschool association, after-school program, etc.)Description (public, private, charter school, homeschool association, after-school program, etc.)Description (public, private, charter school, homeschool association, after-school program, etc.)

Student InformationStudent InformationStudent Information

NameName Telephone


City State Country

GradeGrade Age

Individual Scholarship Application 2

Family informationFamily informationFamily information

If the address is the parent/guardian’s address is the same as the student, write “same”.If the address is the parent/guardian’s address is the same as the student, write “same”.If the address is the parent/guardian’s address is the same as the student, write “same”.

Parent/Guardian NameParent/Guardian Name Telephone


City State Country

GradeGrade Age

Total Annual Family Income Total Annual Family Income Number of People in Household

I hereby certify all statements made in this application are true (please sign).

_____________________________________________________ _________________Signature of Parent/Guardian Date

_____________________________________________________Printed Name of Applicant

Purpose of this Scholarship

Why should we provide you with a scholarship?

Which World Upside Down video classes will you take?


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WORLD UPSIDE DOWN


ARTICLES OF INCORPORATION

ARTICLE I NAME

1.1 Name The name of this corporation shall be World Upside Down, Inc. The business of the corporation may be conducted as World Upside Down.

ARTICLE II PRINCIPAL OFFICE

2.1 Location of Principal Office The principal place of business and mailing address for World Upside Down is 2059 Dixie Belle Drive, Unit B, Orlando, FL 32812.

ARTICLE III PURPOSE

3.1 Purpose World Upside Down is a non-profit corporation and shall operate exclusively for educational and charitable purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future Federal tax code. World Upside Down’s purpose is to provide online education in the arts through video classes in virtual arts, music, dance, and theater.


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Our powerful online platform allows members to access a complete art education curriculum for primary and secondary students delivered through interactive and engaging 20-minute video classes, which come with lesson guides and lesson-based activities for a full 50-minute learning session. Our presentation, practice, and perform method allows students to actively participate in every part of the video class and to apply their learning immediately. Video classes are designed for group instruction and can be led by instructional coaches. No prior art education or experience is necessary. Every lesson meets nationally accepted standards for art education. 3.2 Public Benefit World Upside Down is designated as a public benefit corporation.

ARTICLE IV MANNER OF ELECTION

4.01 Number of Directors World Upside Down shall have a board of directors consisting of at least 3 and no more than 15 directors. Within these limits, the board may increase or decrease the number of directors serving on the board, including for the purpose of staggering the terms of directors. 4.02 Powers All corporate powers shall be exercised by or under the authority of the board and the affairs of the World Upside Down shall be managed under the direction of the board, except as otherwise provided by law. 4.03 Terms (a) All directors shall be elected to serve a one-year term, however the term may be extended until a successor has been elected. (b) Director terms shall be staggered so that approximately half the number of directors will end their terms in any given year. (c) Directors may serve terms in succession. (d) The term of office shall be considered to begin January 1 and end December 31 of the second year in office, unless the term is extended until such time as a successor has been elected. 4.04 Qualifications and Election of Directors In order to be eligible to serve as a director on the board of directors, the individual must be 18 years of age and an affiliate within affiliate classifications created by the board of directors. Directors may be elected at any board meeting by the majority vote of the existing board of directors. The election of directors to replace those who have fulfilled their term of office shall take place in January of each year.


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4.05 Vacancies The board of directors may fill vacancies due to the expiration of a director’s term of office, resignation, death, or removal of a director or may appoint new directors to fill a previously unfilled board position, subject to the maximum number of directors under these Bylaws. (a) Unexpected Vacancies. Vacancies in the board of directors due to resignation, death, or removal shall be filled by the board for the balance of the term of the director being replaced. 4.06 Removal of Directors A director may be removed by two-thirds vote of the board of directors then in office, if: (a) the director is absent and unexcused from two or more meetings of the board of directors in a twelve month period. The board president is empowered to excuse directors from attendance for a reason deemed adequate by the board president. The president shall not have the power to excuse him/herself from the board meeting attendance and in that case, the board vice president shall excuse the president. Or: (b) for cause or no cause, if before any meeting of the board at which a vote on removal will be made the director in question is given electronic or written notification of the board’s intention to discuss her/his case and is given the opportunity to be heard at a meeting of the board.

ARTICLE V NON-PROFIT NATURE

5.1 Non-profit Nature World Upside Down is organized exclusively for charitable and educational purposes including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code. No part of the net earnings of World Upside Down shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the corporation shall not carry on any other activities not permitted to be carried on (a) by any organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under


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section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code. World Upside Down is not organized and shall not be operated for the private gain of any person. The property of the corporation is irrevocably dedicated to its educational and charitable purposes. No part of the directors, receipts, or net earnings of the corporation shall inure to the benefit of, or be distributed to any individual. The corporation may, however, pay reasonable compensation for services rendered, and make other payments and distributions consistent with these Articles. 5.2 Personal Liability No officer or director of this corporation shall be personally liable for the debts or obligations of World Upside Down of any nature whatsoever, nor shall any of the property or assets of the officers or directors be subject to the payment of the debts or obligations of this corporation. 5.3 Dissolution Upon termination or dissolution of the World Upside Down, any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986 (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation. The organization to receive the assets of the World Upside Down hereunder shall be selected by the discretion of a majority of the managing body of the World Upside Down and if its members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against the World Upside Down by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon a finding that this section is applicable shall select the qualifying organization or organizations to receive the assets to be distributed, giving preference if practicable to organizations located within the State of Florida. In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to this corporation, then the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the State of Florida to be added to the general fund. 5.4 Prohibited Distributions No part of the net earnings, properties of the directors of this corporation, on dissolution or otherwise, shall inure to the benefit of, or be distributable to, its members, directors, officers or other private person or individual, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article III, Section 3.01.


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5.5 Restricted Activities No substantial part of the corporation’s activities shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene (including the publishing or distribution of statements) in any political campaign on behalf of or in opposition to any candidate for public office. 5.6 Prohibited Activities Notwithstanding any other provision of these Articles, the corporation shall not carry on any activities not permitted to be carried on (I) by a corporation exempt from federal income tax as an organization described by Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (II) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

ARTICLE VI AMENDMENTS

6.1 Amendments Any amendment to the Articles of Incorporation may be adopted by approval of two-thirds (2/3) of the board of directors.

ARTICLE VII INITIAL OFFICERS AND/OR DIRECTORS

7.1 Governance World Upside Down shall be governed by its board of directors. 7.2 Initial Directors The initial officers and directors of the corporation shall be: President: Jairo Puello, 2059 Dixie Belle Drive, Unit B, Orlando FL 32812 Vice-President: Martha Buono, 2811 Nela Avenue, Orlando, FL 32809 Secretary: Jenelle Ferrer, 3190 Howard Ave, Oviedo, FL 32765 Treasurer: Jodi Jose, 2535 Abacus Court, Lake Mary, FL 32746 Officer Emeritus: Christi Hicks Davis, PO Box 2422, Dahlonega GA 30533 Officer Emeritus: Camaal Moten, 905 Lake Lily Drive, Apt C 422, Maitland, FL 32751 Officer Emeritus: Amanda Miro, 2025 Houndslake Drive, Winter Park FL 32709 Officer Emeritus: Jennifer Webster, 2400 Lee Road, Apt 232, Winter Park, FL 32789


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WORLD UPSIDE DOWN


Non-Profit Corporate Bylaws

ARTICLE I NAME

1.01 Name The name of this corporation shall be World Upside Down, Inc. The business of the corporation may be conducted as World Upside Down, Inc. or World Upside Down.

ARTICLE II PURPOSES AND POWERS

2.01 Purpose World Upside Down is a non-profit corporation and shall operate exclusively for educational and charitable purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future Federal tax code. World Upside Down’s purpose is to provide online education in the arts through video classes in virtual arts, music, dance, and theater.

• Each online lesson will include a video, a lesson guide (for the facilitator), and an activity handout. Facilitators do not need to have training or experience in art education in order to successfully host the online courses.

• The video classes will be developed in phases to provide a complete curriculum of art education for grades K-12 (starting with elementary, then middle school, then high school classes).

• Videos will be hosted and accessed online through a reasonable service fee. They will not be sold as DVDs.


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2.02 Powers The corporation shall have the power, directly or indirectly, alone or in conjunction or cooperation with others, to do any and all lawful acts which may be necessary or convenient to affect the charitable purposes, for which the corporation is organized, and to aid or assist other organizations or persons whose activities further accomplish, foster, or attain such purposes. The powers of the corporation may include, but not be limited to, the acceptance of contributions from the public and private sectors, whether financial or in-kind contributions. 2.03 Nonprofit Status and Exempt Activities Limitation. (a) Nonprofit Legal Status. World Upside Down is a Florida non-profit public benefit corporation, recognized as tax exempt under Section 501(c)(3) of the United States Internal Revenue Code. (b) Exempt Activities Limitation. Not withstanding any other provision of these Bylaws, no director, officer, employee, member, or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code as it now exists or may be amended, or by any organization contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as it now exists or may be amended. No part of the net earnings of the corporation shall inure to the benefit or be distributable to any director, officer, member, or other private person, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation and these Bylaws. (c) Distribution Upon Dissolution. Upon termination or dissolution of the World Upside Down, any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the 1986 Internal Revenue Code (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation. The organization to receive the assets of the World Upside Down hereunder shall be selected in the discretion of a majority of the managing body of the corporation, and if its members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against the World Upside Down, by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon a finding that this section is applicable shall select the qualifying organization or organizations to receive the assets to be distributed, giving preference if practicable to organizations located within the State of Florida. In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to the World Upside Down, then the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the State of Florida to be added to the general fund.


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ARTICLE III

MEMBERSHIP 3.01 No Membership Classes The corporation shall have no members who have any right to vote or title or interest in or to the corporation, its properties and franchises. 3.02 Non-Voting Affiliates The board of directors may approve classes of non-voting affiliates with rights, privileges, and obligations established by the board. Affiliates may be individuals, businesses, and other organizations that seek to support the mission of the corporation. The board, a designated committee of the board, or any duly elected officer in accordance with board policy, shall have authority to admit any individual or organization as an affiliate, to recognize representatives of affiliates, and to make determinations as to affiliates’ rights, privileges, and obligations. At no time shall affiliate information be shared with or sold to other organizations or groups without the affiliate’s consent. At the discretion of the board of directors, affiliates may be given endorsement, recognition and media coverage at fundraising activities, clinics, other events or at the corporation website. Affiliates have no voting rights, and are not members of the corporation. 3.03 Dues Any dues for affiliates shall be determined by the board of directors.

ARTICLE IV BOARD OF DIRECTORS

4.01 Number of Directors World Upside Down shall have a board of directors consisting of at least 4 and no more than 15 directors. Within these limits, the board may increase or decrease the number of directors serving on the board, including for the purpose of staggering the terms of directors. 4.02 Powers All corporate powers shall be exercised by or under the authority of the board and the affairs of the World Upside Down shall be managed under the direction of the board, except as otherwise provided by law. 4.03 Terms (a) All directors shall be elected to serve a one-year term, however the term may be extended until a successor has been elected. (b) Director terms shall be staggered so that approximately half the number of directors will end their terms in any given year. (c) Directors may serve terms in succession.


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(d) The term of office shall be considered to begin January 1 and end December 31 of the second year in office, unless the term is extended until such time as a successor has been elected. 4.04 Qualifications and Election of Directors In order to be eligible to serve as a director on the board of directors, the individual must be 18 years of age and an affiliate within affiliate classifications created by the board of directors. Directors may be elected at any board meeting by the majority vote of the existing board of directors. The election of directors to replace those who have fulfilled their term of office shall take place in January of each year. 4.05 Vacancies The board of directors may fill vacancies due to the expiration of a director’s term of office, resignation, death, or removal of a director or may appoint new directors to fill a previously unfilled board position, subject to the maximum number of directors under these Bylaws. (a) Unexpected Vacancies. Vacancies in the board of directors due to resignation, death, or removal shall be filled by the board for the balance of the term of the director being replaced. 4.06 Removal of Directors A director may be removed by two-thirds vote of the board of directors then in office, if: (a) the director is absent and unexcused from two or more meetings of the board of directors in a twelve month period. The board president is empowered to excuse directors from attendance for a reason deemed adequate by the board president. The president shall not have the power to excuse him/herself from the board meeting attendance and in that case, the board vice president shall excuse the president. Or: (b) for cause or no cause, if before any meeting of the board at which a vote on removal will be made the director in question is given electronic or written notification of the board’s intention to discuss her/his case and is given the opportunity to be heard at a meeting of the board. 4.07 Board of Directors Meetings (a) Regular Meetings. The board of directors shall have a minimum of four (4) regular meetings each calendar year at times and places fixed by the board. Board meetings shall be held upon four (4) days notice by first-class mail, electronic mail, or facsimile transmission or forty-eight (48) hours notice delivered personally or by telephone. If sent by mail, facsimile transmission, or electronic mail, the notice shall be deemed to be delivered upon its deposit in the mail or transmission system. Notice of meetings shall specify the place, day, and hour of meeting. The purpose of the meeting need not be specified. (b) Special Meetings. Special meetings of the board may be called by the president, vice president, secretary, treasurer, or any two (2) other directors of the board of directors. A special meeting must be preceded by at least 2 days notice to each director of the date, time, and place, but not the purpose, of the meeting.


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(c) Waiver of Notice. Any director may waive notice of any meeting, in accordance with Florida law. 4.08 Manner of Acting (a) Quorum. A majority of the directors in office immediately before a meeting shall constitute a quorum for the transaction of business at that meeting of the board. No business shall be considered by the board at any meeting at which a quorum is not present. (b) Majority Vote. Except as otherwise required by law or by the articles of incorporation, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board. (c) Hung Board Decisions. On the occasion that directors of the board are unable to make a decision based on a tied number of votes, the president or treasurer in the order of presence shall have the power to swing the vote based on his/her discretion. (d) Participation. Except as required otherwise by law, the Articles of Incorporation, or these Bylaws, directors may participate in a regular or special meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting, including in person, internet video meeting or by telephonic conference call. 4.09 Compensation for Board Service Directors shall receive no compensation for carrying out their duties as directors. The board may adopt policies providing for reasonable reimbursement of directors for expenses incurred in conjunction with carrying out board responsibilities, such as travel expenses to attend board meetings. 4.10 Compensation for Professional Services by Directors Directors are not restricted from being remunerated for professional services provided to the corporation. Such remuneration shall be reasonable and fair to the corporation and must be reviewed and approved in accordance with the board Conflict of Interest policy and state law.

ARTICLE V COMMITTEES

5.01 Committees The board of directors may, by the resolution adopted by a majority of the directors then in office, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the board. Any committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except that no committee, regardless of board resolution, may: (a) take any final action on matters which also requires board members’ approval or approval of a majority of all members;


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(b) fill vacancies on the board of directors of in any committee which has the authority of the board; (c) amend or repeal Bylaws or adopt new Bylaws; (d) amend or repeal any resolution of the board of directors which by its express terms is not so amendable or repealable; (e) appoint any other committees of the board of directors or the members of these committees; (f) expend corporate funds to support a nominee for director; or (g) approve any transaction;

(i) to which the corporation is a party and one or more directors have a material financial interest; or (ii) between the corporation and one or more of its directors or between the corporation or any person in which one or more of its directors have a material financial interest.

5.2 Meetings and Action of Committees Meetings and action of the committees shall be governed by and held and taken in accordance with, the provisions of Article IV of these Bylaws concerning meetings of the directors, with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the board of directors and its members, except that the time for regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee. Special meetings of the committee may also be called by resolution of the board of directors. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records. The board of directors may adopt rules for the governing of the committee not inconsistent with the provision of these Bylaws. 5.3 Informal Action By The Board of Directors Any action required or permitted to be taken by the board of directors at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, shall be agreed by the consensus of a quorum. For purposes of this section an e-mail transmission from an e-mail address on record constitutes a valid writing. The intent of this provision is to allow the board of directors to use email to approve actions, as long as a quorum of board members gives consent.


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ARTICLE VI OFFICERS

6.01 Board Officers The officers of the corporation shall be a board president, vice-president, secretary, and treasurer, all of whom shall be chosen by, and serve at the pleasure of, the board of directors. Each board officer shall have the authority and shall perform the duties set forth in these Bylaws or by resolution of the board or by direction of an officer authorized by the board to prescribe the duties and authority of other officers. The board may also appoint additional vice-presidents and such other officers as it deems expedient for the proper conduct of the business of the corporation, each of whom shall have such authority and shall perform such duties as the board of directors may determine. One person may hold two or more board offices, but no board officer may act in more than one capacity where action of two or more officers is required. 6.02 Term of Office Each officer shall serve a one-year term of office and may not serve more than three (3) consecutive terms of office. Unless unanimously elected by the board at the end of his/her three (3) year terms or to fill a vacancy in an officer position, each board officer’s term of office shall begin upon the adjournment of the board meeting at which elected and shall end upon the adjournment of the board meeting during which a successor is elected. 6.03 Removal and Resignation The board of directors may remove an officer at any time, with or without cause. Any officer may resign at any time by giving written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. Any resignation shall take effect at the date of the receipt of the notice or at any later time specified in the notice, unless otherwise specified in the notice. The acceptance of the resignation shall not be necessary to make it effective. 6.04 Board President The board president shall be the chief volunteer officer of the corporation. The board president shall lead the board of directors in performing its duties and responsibilities, including, if present, presiding at all meetings of the board of directors, and shall perform all other duties incident to the office or properly required by the board of directors. 6.05 Vice President In the absence or disability of the board president, the ranking vice-president or vice-president designated by the board of directors shall perform the duties of the board president. When so acting, the vice-president shall have all the powers of and be subject to all the restrictions upon the board president. The vice-president shall have such other powers and perform such other duties prescribed for them by the board of directors or the board president. The vice-president shall normally accede to the office of board president upon the completion of the board president’s term of office.


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6.06 Secretary The secretary shall keep or cause to be kept a book of minutes of all meetings and actions of directors and committees of directors. The minutes of each meeting shall state the time and place that it was held and such other information as shall be necessary to determine the actions taken and whether the meeting was held in accordance with the law and these Bylaws. The secretary shall cause notice to be given of all meetings of directors and committees as required by the Bylaws. The secretary shall have such other powers and perform such other duties as may be prescribed by the board of directors or the board president. The secretary may appoint, with approval of the board, a director to assist in performance of all or part of the duties of the secretary. 6.07 Treasurer The treasurer shall be the lead director for oversight of the financial condition and affairs of the corporation. The treasurer shall oversee and keep the board informed of the financial condition of the corporation and of audit or financial review results. In conjunction with other directors or officers, the treasurer shall oversee budget preparation and shall ensure that appropriate financial reports, including an account of major transactions and the financial condition of the corporation, are made available to the board of directors on a timely basis or as may be required by the board of directors. The treasurer shall perform all duties properly required by the board of directors or the board president. The treasurer may appoint, with approval of the board a qualified fiscal agent or member of the staff to assist in performance of all or part of the duties of the treasurer. 6.08 Non-Director Officers The board of directors may designate additional officer positions of the corporation and may appoint and assign duties to other non-director officers of the corporation.

ARTICLE VII CONTRACTS, CHECKS, LOANS, INDEMNIFICATION AND RELATED MATTERS 7.01 Contracts and other Writings Except as otherwise provided by resolution of the board or board policy, all contracts, deeds, leases, mortgages, grants, and other agreements of the corporation shall be executed on its behalf by the treasurer or other persons to whom the corporation has delegated authority to execute such documents in accordance with policies approved by the board. 7.02 Checks, Drafts All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents, of the corporation and in such manner as shall from time to time be determined by resolution of the board. 7.03 Deposits All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depository as the board or a designated committee of the board may select.


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7.04 Loans No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the board. Such authority may be general or confined to specific instances. 7.05 Indemnification (a) Mandatory Indemnification. The corporation shall indemnify a director or former director, who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she is or was a director of the corporation against reasonable expenses incurred by him or her in connection with the proceedings. (b) Permissible Indemnification. The corporation shall indemnify a director or former director made a party to a proceeding because he or she is or was a director of the corporation, against liability incurred in the proceeding, if the determination to indemnify him or her has been made in the manner prescribed by the law and payment has been authorized in the manner prescribed by law. (c) Advance for Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of (I) a written affirmation from the director, officer, employee or agent of his or her good faith belief that he or she is entitled to indemnification as authorized in this article, and (II) an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation in these Bylaws. (d) Indemnification of Officers, Agents and Employees. An officer of the corporation who is not a director is entitled to mandatory indemnification under this article to the same extent as a director. The corporation may also indemnify and advance expenses to an employee or agent of the corporation who is not a director, consistent with Florida Law and public policy, provided that such indemnification, and the scope of such indemnification, is set forth by the general or specific action of the board or by contract.

ARTICLE VIII MISCELLANEOUS

8.01 Books and Records The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of all meetings of its board of directors, a record of all actions taken by board of directors without a meeting, and a record of all actions taken by committees of the board. In addition, the corporation shall keep a copy of the corporation’s Articles of Incorporation and Bylaws as amended to date.


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8.02 Fiscal Year The fiscal year of the corporation shall be from July 1 to June 30 of each year. 8.03 Conflict of Interest The board shall adopt and periodically review a conflict of interest policy to protect the corporation’s interest when it is contemplating any transaction or arrangement, which may benefit any director, officer, employee, affiliate, or member of a committee with board-delegated powers. 8.04 Nondiscrimination Policy World Upside Down admits students of any race, color, national origin, and ethnic origin to all the rights, privileges, programs, and activities generally accorded or made available to students at the school. It does not discriminate on the basis of race, color, national origin, and ethnic origin in administration of its educational policies, admission policies, scholarship and loan programs, and other school-administered programs. 8.05 Bylaw Amendment These Bylaws may be amended, altered, repealed, or restated by a vote of the majority of the board of directors then in office at a meeting of the Board, provided, however, (a) that no amendment shall be made to these Bylaws which would cause the corporation to cease to qualify as an exempt corporation under Section 501 (c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code; and, (b) that an amendment does not affect the voting rights of directors. An amendment that does affect the voting rights of directors further requires ratification by a two-thirds vote of a quorum of directors at a Board meeting. (c) that all amendments be consistent with the Articles of Incorporation.

ARTICLE IX COUNTERTERRORISM AND DUE DILIGENCE POLICY

In furtherance of its exemption by contributions to other organizations, domestic or foreign, World Upside Down shall stipulate how the funds will be used and shall require the recipient to provide the corporation with detailed records and financial proof of how the funds were utilized. Although adherence and compliance with the US Department of the Treasury’s publication the “Voluntary Best Practice for US. Based Charities” is not mandatory, World Upside Down willfully and voluntarily recognizes and puts to practice these guidelines and suggestions to reduce, develop, re-evaluate and strengthen a risk-based approach to guard against the threat of diversion of charitable funds or exploitation of charitable activity by terrorist organizations and their support networks. World Upside Down shall also comply and put into practice the federal guidelines, suggestion, laws and limitation set forth by pre-existing U.S. legal requirements related to combating


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terrorist financing, which include, but are not limited to, various sanctions programs administered by the Office of Foreign Assets Control (OFAC) in regard to its foreign activities.

ARTICLE X DOCUMENT RETENTION POLICY

10.01 Purpose The purpose of this document retention policy is establishing standards for document integrity, retention, and destruction and to promote the proper treatment of World Upside Down records. 10.02 Policy Section 1. General Guidelines. Records should not be kept if they are no longer needed for the operation of the business or required by law. Unnecessary records should be eliminated from the files. The cost of maintaining records is an expense which can grow unreasonably if good housekeeping is not performed. A mass of records also makes it more difficult to find pertinent records. From time to time, World Upside Down may establish retention or destruction policies or schedules for specific categories of records in order to ensure legal compliance, and also to accomplish other objectives, such as preserving intellectual property and cost management. Several categories of documents that warrant special consideration are identified below. While minimum retention periods are established, the retention of the documents identified below and of documents not included in the identified categories should be determined primarily by the application of the general guidelines affecting document retention, as well as the exception for litigation relevant documents and any other pertinent factors. Section 2. Exception for Litigation Relevant Documents. World Upside Down expects all officers, directors, and employees to comply fully with any published records retention or destruction policies and schedules, provided that all officers, directors, and employees should note the following general exception to any stated destruction schedule: If you believe, or the World Upside Down informs you, that corporate records are relevant to litigation, or potential litigation (i.e. a dispute that could result in litigation), then you must preserve those records until it is determined that the records are no longer needed. That exception supersedes any previously or subsequently established destruction schedule for those records. Section 3. Minimum Retention Periods for Specific Categories (a) Corporate Documents. Corporate records include the corporation’s Articles of Incorporation, By-Laws and IRS Form 1023 and Application for Exemption. Corporate records should be retained permanently. IRS regulations require that the Form 1023 be available for public inspection upon request. (b) Tax Records. Tax records include, but may not be limited to, documents concerning payroll, expenses, proof of contributions made by donors, accounting procedures, and other documents


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concerning the corporation’s revenues. Tax records should be retained for at least seven years from the date of filing the applicable return. (c) Employment Records/Personnel Records. State and federal statutes require the corporation to keep certain recruitment, employment and personnel information. The corporation should also keep personnel files that reflect performance reviews and any complaints brought against the corporation or individual employees under applicable state and federal statutes. The corporation should also keep in the employee’s personnel file all final memoranda and correspondence reflecting performance reviews and actions taken by or against personnel. Employment applications should be retained for three years. Retirement and pension records should be kept permanently. Other employment and personnel records should be retained for seven years. (d) Board and Board Committee Materials. Meeting minutes should be retained in perpetuity in the corporation’s minute book. A clean copy of all other Board and Board Committee materials should be kept for no less than three years by the corporation. (e) Press Releases/Public Filings. The corporation should retain permanent copies of all press releases and publicly filed documents under the theory that the corporation should have its own copy to test the accuracy of any document a member of the public can theoretically produce against the corporation. (f) Legal Files. Legal counsel should be consulted to determine the retention period of particular documents, but legal documents should generally be maintained for a period of ten years. (g) Marketing and Sales Documents. The corporation should keep final copies of marketing and sales documents for the same period of time it keeps other corporate files, generally three years. An exception to the three-year policy may be sales invoices, contracts, leases, licenses, and other legal documentation. These documents should be kept for at least three years beyond the life of the agreement. (h) Development/Intellectual Property and Trade Secrets. Development documents are often subject to intellectual property protection in their final form (e.g., patents and copyrights). The documents detailing the development process are often also of value to the corporation and are protected as a trade secret where the corporation:

(i) derives independent economic value from the secrecy of the information; and

(ii) has taken affirmative steps to keep the information confidential. The corporation should keep all documents designated as containing trade secret information for at least the life of the trade secret. (i) Contracts. Final, execution copies of all contracts entered into by the corporation should be retained. The corporation should retain copies of the final contracts for at least three years beyond the life of the agreement, and longer in the case of publicly filed contracts.


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(j) Correspondence. Unless correspondence falls under another category listed elsewhere in this policy, correspondence should generally be saved for two years. (k) Banking and Accounting. Accounts payable ledgers and schedules should be kept for seven years. Bank reconciliations, bank statements, deposit slips and checks (unless for important payments and purchases) should be kept for three years. Any inventories of products, materials, and supplies and any invoices should be kept for seven years. (l) Insurance. Expired insurance policies, insurance records, accident reports, claims, etc. should be kept permanently. (m) Audit Records. External audit reports should be kept permanently. Internal audit reports should be kept for three years. Section 4. Electronic Mail. E-mail that needs to be saved should be either:

(i) printed in hard copy and kept in the appropriate file; or

(ii) downloaded to a computer file and kept electronically or on disk as a separate file. The retention period depends upon the subject matter of the e-mail, as covered elsewhere in this policy.

ARTICLE XI Transparency and Accountability

Disclosure of Financial Information With The General Public 11.01 Purpose By making full and accurate information about its mission, activities, finances, and governance publicly available, World Upside Down practices and encourages transparency and accountability to the general public. This policy will: (a) indicate which documents and materials produced by the corporation are presumptively open to staff and/or the public (b) indicate which documents and materials produced by the corporation are presumptively closed to staff and/or the public (c) specify the procedures whereby the open/closed status of documents and materials can be altered. The details of this policy are as follow:


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11.02 Financial and IRS documents (The form 1023 and the form 990) World Upside Down shall provide its Internal Revenue forms 990, 990-T, 1023 and 5227, bylaws, conflict of interest policy, and financial statements to the general public for inspection free of charge. 11.03 Means and Conditions of Disclosure World Upside Down shall make “Widely Available” the aforementioned documents on its internet website: www.worldupsidedown.com to be viewed and inspected by the general public. (a) The documents shall be posted in a format that allows an individual using the Internet to access, download, view and print them in a manner that exactly reproduces the image of the original document filed with the IRS (except information exempt from public disclosure requirements, such as contributor lists). (b) The website shall clearly inform readers that the document is available and provide instructions for downloading it. (c) World Upside Down shall not charge a fee for downloading the information. Documents shall not be posted in a format that would require special computer hardware or software (other than software readily available to the public free of charge). (d) World Upside Down shall inform anyone requesting the information where this information can be found, including the web address. This information must be provided immediately for in-person requests and within 7 days for mailed requests. 11.04 IRS Annual Information Returns (Form 990) World Upside Down shall submit the Form 990 to its board of directors prior to the filing of the Form 990. While neither the approval of the Form 990 or a review of the 990 is required under Federal law, the corporation’s Form 990 shall be submitted to each member of the board of director’s via (hard copy or email) at least 10 days before the Form 990 is filed with the IRS. 11.05 Board (a) All board deliberations shall be open to the public except where the board passes a motion to make any specific portion confidential. (b) All board minutes shall be open to the public once accepted by the board, except where the board passes a motion to make any specific portion confidential. (c) All papers and materials considered by the board shall be open to the public following the meeting at which they are considered, except where the board passes a motion to make any specific paper or material confidential.


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11.06 Staff Records (a) All staff records shall be available for consultation by the staff member concerned or by their legal representatives. (b) No staff records shall be made available to any person outside the corporation except the authorized governmental agencies. (c) Within the corporation, staff records shall be made available only to those persons with managerial or personnel responsibilities for that staff member, except that (d) Staff records shall be made available to the board when requested. 11.07 Donor Records (a) All donor records shall be available for consultation by the members and donors concerned or by their legal representatives. (b) No donor records shall be made available to any other person outside the corporation except the authorized governmental agencies. (c) Within the corporation, donor records shall be made available only to those persons with managerial or personnel responsibilities for dealing with those donors, except that; (d) Donor records shall be made available to the board when requested.

ARTICLE XII

CODES OF ETHICS AND WHISTLEBLOWER POLICY 12.01 Purpose World Upside Down requires and encourages directors, officers and employees to observe and practice high standards of business and personal ethics in the conduct of their duties and responsibilities. The employees and representatives of the corporation must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations. It is the intent of World Upside Down to adhere to all laws and regulations that apply to the corporation and the underlying purpose of this policy is to support the corporation’s goal of legal compliance. The support of all corporate staff is necessary to achieving compliance with various laws and regulations. 12.02 Reporting Violations If any director, officer, staff or employee reasonably believes that some policy, practice, or activity of World Upside Down is in violation of law, a written complaint must be filed by that person with the vice president or the board president.


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12.03 Acting in Good Faith Anyone filing a complaint concerning a violation or suspected violation of the Code must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation of the Code. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false shall be viewed as a serious disciplinary offense. 12.04 Retaliation Said person is protected from retaliation only if she/he brings the alleged unlawful activity, policy, or practice to the attention of World Upside Down and provides the World Upside Down with a reasonable opportunity to investigate and correct the alleged unlawful activity. The protection described below is only available to individuals that comply with this requirement. World Upside Down shall not retaliate against any director, officer, staff or employee who in good faith, has made a protest or raised a complaint against some practice of World Upside Down or of another individual or entity with whom World Upside Down has a business relationship, on the basis of a reasonable belief that the practice is in violation of law, or a clear mandate of public policy. World Upside Down shall not retaliate against any director, officer, staff or employee who disclose or threaten to disclose to a supervisor or a public body, any activity, policy, or practice of World Upside Down that the individual reasonably believes is in violation of a law, or a rule, or regulation mandated pursuant to law or is in violation of a clear mandate of public policy concerning the health, safety, welfare, or protection of the environment. 12.05 Confidentiality Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of violations or suspected violations shall be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation. 12.06 Handling of Reported Violations The board president or vice president shall notify the sender and acknowledge receipt of the reported violation or suspected violation within five business days. All reports shall be promptly investigated by the board and its appointed committee and appropriate corrective action shall be taken if warranted by the investigation. This policy shall be made available to all directors, officers, staffs or employees and they shall have the opportunity to ask questions about the policy.

Orlando Sentinel SUNDAY, MARCH 10, 2013 D9

LOST YOUR WAY?Check the garage sale locator map.

NOTICE OF PROPOSED DEVELOPMENTOF REGIONAL IMPACT (DRI)

DEVELOPMENT ORDER RESCISSIONOn Monday, March 25, 2013, the Orlan-do City Council will consider a pro-posed Order Approving Rescission ofthe Beltway Commerce Center Devel-opment of Regional Impact (DRI) De-velopment Order. A public hearing onthis proposed order will be held duringCouncil’s regular meeting beginning at2:00 p.m., in Council Chambers, 2ndfloor, Orlando City Hall, 400 S. OrangeAve., Orlando, Florida. Interestedparties may appear at the meetingand be heard with respect to the pro-posed order. If a person decides to ap-peal any decision made by Councilwith respect to any matter consideredat the hearing, he or she will need arecord of the proceedings, and that,for such purpose, he or she may needto ensure that a verbatim record ofthe proceedings is made, which recordincludes the testimony and evidenceupon which the appeal is to be based.The proposed order may be inspectedby the public at the Office of the CityClerk located on the 2nd floor of Orlan-do City Hall, 400 S. Orange Ave., Or-lando, Florida. Qualified persons withdisabilities needing auxiliary aid orservice, or other assistance, so theycan participate equally in this meetingshould contact the Office of the CityClerk at (407) 246-2251 as soon as pos-sible but no later than 48 hours beforethe meeting.

COR1228705 03/10/2013

NOTICEA Public Hearing will be held by theMunicipal Planning Board/Local Plan-ning Agency, City of Orlando, onTUESDAY, March 19, 2013 @ 8:30 a.m.or shortly thereafter, in City CouncilChambers, 400 S. Orange Ave., to con-sider the following cases: 1) 3117 S. Or-ange Ave. - Approximately 0.71 acrelocated north of Southgate CommerceBlvd., south of Pineloch Ave., and eastof S. Orange Ave. A) Annex the sub-ject property (Case #ANX2013-00001);B) Assign the Mixed-Use Corridor Me-dium future land use designation(Case #GMP2013-00002); and C) AssignInitial zoning of MU-1/SP (Case#ZON2013-00003). 2) Palmer’s GardenCenter - Approximately 0.79 acre lo-cated at 2611 Corrine Dr., north of Cor-rine Dr., between Woodlawn Dr. andLake Sue Dr. Conditional Use Permitto allow the sale of beer and wine foron/off-site consumption as part of anexisting garden center in the R-1 zon-ing district (Case #CUP2013-00001). 3)GMP Urban Design Goal 8 - ScenicIdentity - Citywide. Amend Urban De-sign Element Goal 8 and associatedpolicies, including amendments to Ur-ban Design Figures UD-30, UD-31 andUD-32 (Case #GMP2012-00017). 4) Ran-dal Park Phases 2-5 - Approximately461.5 acres located north of DowdenRd., west of Central Florida Greene-way (SR 417), south of the BeachlineExpressway (SR 528), and east of Nar-coossee Rd. Specific Parcel MasterPlan (SPMP) approval for Phases 2through 5 of the Randal Park residen-tial development. This project is com-prised of detached single family resi-dential units and townhome units(Case #MPL2013-00002). 5) SouthsideShoppes - Approximately 3.20 acres lo-cated at 3100 S. Orange Ave., at thesouthwest corner of S. Orange Ave.and W. Pineloch Ave., south of Michi-gan St. Master Plan request to con-struct a Wawa convenience store withgas sales and a future restaurant/re-tail use in the AC-2/SP zoning district(Case #MPL2013-00003). 6) MobilityManagement Code Amendment - City-wide. Land Development Code amend-ment request to amend Chapter 59(Concurrency Management) of theLand Development Code to establishtransportation mobility requirementsfor development (Case #LDC2012-00267). 7) Lighting Code Amendment -Citywide. Land Development Codeamendment request to amend Section61.306 (Lighting) of the Land Develop-ment Code to establish exterior light-ing standards for non-residential de-velopment (Case #LDC2013-00073). 8)High-Rise Sign Amendment - Citywide.Land Development Code amendmentto establish new regulations for signs(Case #LDC2013-00081). Copies of the pro-posed amendments are available for public in-spection Mon.-Fri. 8:00 a.m. to 5:00 p.m., in theEconomic Development Dept., City Planning Di-vision, 6th Floor, Orlando City Hall, 400 S. Or-ange Ave. Any interested parties may appear atthe meeting & be heard regarding this matter.Persons wishing to appeal any decision madeduring the hearing will need a record of theproceedings & may need to ensure that a verba-tim record is made, including testimony & evi-dence upon which the appeal is based. Personswith disabilities needing assistance to partici-pate in this public hearing should contact theCity Clerk’s Office @ 407-246-2251 at least 24hours in advance of the hearing. Stuart Buchan-an, Chairperson.

COR1228202 03/10/2013

AMENDED NOTICE OF INTENT TO AMENDPOLICY ELEMENTARY SCHOOL REZONING AND

NOTICE OF PUBLIC HEARINGPursuant to Florida Statutes 120.54,1001.41, 1001.42 and 1001.51, the SchoolBoard of Seminole County, Floridahereby gives notice of its intent toamend Policy 5.30, Student Assign-ment - with regard to amendment ofthe NW Cluster attendance zone (Bent-ley Elementary, Crystal Lake Elemen-tary, Idyllwilde Elementary, WicklowElementary and Wilson Elementary)and attendance zones for other NorthPhase schools (Heathrow Elementary,Highlands Elementary, Lake Mary El-ementary, Layer Elementary, WinterSprings Elementary and WoodlandsElementary) at a Special meeting ofthe School Board to be held on April 1,2013 immediately following the PublicHearing at the School Board meetingroom, located at the Educational Sup-port Center, 400 East Lake Mary Boul-evard, Sanford, Florida, 32773. TheSchool Board will hold a public hearing regard-ing the proposed rezoning immediately prior tothe Special Board Meeting at 5:30 p.m. in theSchool Board meeting room. The proposedamendment identified as Plan 794modified may be reviewed by contact-ing George Kosmac, Deputy Superin-tendent Operations, at (407) 320-0330,Educational Support Center, 400 EastLake Mary Boulevard, Sanford, Flori-da 32773. A copy of the proposed planis posted on the School Board website,www.scps.k12.fl.us. Any person requir-ing a special accommodation to partic-ipate in the meetings above noticedbecause of a disability should contactDr. Ron Pinnell, 407-320-0321, 48 hoursin advance of the meeting to make ap-propriate arrangements. If any personappearing before the School Board an-ticipates or expects that he or shemight appeal any decision made bythe School Board, that person willneed a record of the proceedings, andthat for such purpose, that person willneed to insure that a verbatim recordof the proceedings is made, which re-cord includes the testimony and evi-dence upon which the appeal is to bebased. F.S. 286.0105. The public hear-ing and special board meeting will beelectronically recorded (audio and vid-eo). Any person who wishes to provideinformation regarding a statement ofestimated regulatory costs, or providea proposal for a lower cost regulatoryalternative must do so in writing with-in 21 days of this notice.

COR1228882 03/10/2013

NOTICE UNDER FICTITIOUS NAME STATUTE

TO WHOM IT MAY CONCERN:Notice is hereby given that the under-signed pursuant to the "FictitiousName Statute", Chapter 865.09, Flori-da Statutes, will register with the Divi-sion of Corporations, Department ofState, State of Florida upon receipt ofproof of the publication of this notice,the fictitious name, to-wit:

Big Pappas BBQunder which I am engaged in businessat 5222 N. Orange Blossom Trail, Apt. #202,Orlando, FL 32810. That the party interest-ed in said business enterprise is as fol-lows:

Velicia Machelle RichardsonDated at Orlando, Orange, Florida,March 8, 2013.

COR1228879 03/10/13

NOTICE UNDER FICTITIOUS NAME STATUTE

TO WHOM IT MAY CONCERN:Notice is hereby given that the under-signed pursuant to the "FictitiousName Statute", Chapter 865.09, Flori-da Statutes, will register with the Divi-sion of Corporations, Department ofState, State of Florida upon receipt ofproof of the publication of this notice,the fictitious name, to-wit:

Dream Feltunder which (I am) (we are) engagedin business at 4473 Biscayne BreezeWay, Kissimmee, FL 34744. That the(party) (parties) interested in saidbusiness enterprise is as follows:

John & Patricia McAleenanDated at Kissimmee, Osceola County,Florida, March 7, 2013.

OSC1228830 03/10/2013

LegalNotices

EUSTIS — March 14, 8:30am-1:30pm.Lots of bargains, household, furni-ture, tools, toys, dog toys, & cloth-ing. Eustis Country Club Manor,Mobile Home Park, on 19 acrossfrom Publics, 32726.

GarageSales

NOTICE OF SALE (F.S. 713.78)Notice is hereby given by the under-signed, that on 3/27/2013 at 10:00 atDWS North Lot;628 Railway Street,Daytona Beach, FL 32114-2656; Sale ofthe followingYear Make Vin #Year Make Vin#1999 Honda 4S6CM58W0X44187032000 Daewoo KLAJC52Z4YK5457132002 Ki a KNADC1231260982332003 Mercury 2MEFM74WX3X6876302004 Ford 1FTRF12WX4NC594552008 Dodge 1B3LC46K08N5869292008 Ford 1FBNE31L28DB04127will be held.Sign in and inspection thereof may bemade at time of sale. DaytonaWrecker Service 628 Railway StreetDaytona Beach, FL 32114-2656

Daytona Wrecker Service"Towing and Recovery Specialists"

VOL1228192 03/10/2013

NOTICE OF SALETo satisfy lien for rent due in accord-ance with Florida Statutes, "The Self-Storage Facility Act (sections 83,801-83,809), contents of the leased storageunits as well as leased outside storagespaces (individuals identified below)including all personal property consist-ing of miscellaneous household items,furniture,clothing boxes, motor vehi-cles, boats, trailers and other items,will be sold at the Public Auction tothe highest bidder (or otherwise dis-posed of) at the following location andtime.

Michigan Ave. Self Storage March 21, 20132580 Michigan Ave.Kissimmee, FL 34744 1:00p.m.407-518-7177

All units are sold "as-is", and must bepaid for in Cash immediately followingthe auction. All units advertised maynot be available at the time of auctionin the event of settlement betweenowner and obligated party.

Tenant Name Unit no.Eliseo Ferrante 513Frances Fontanez 214Linda Hatmaker 655ACRicardo Melendez 121dba Eco Lawn Service LLCAnnel Perez dba Funky Creations 413Brezi Rajapa 204Danny Rodriguez 438Cherie Sandor 224Evaristo A. Soto 1119

OSC1227081 3/3,10/2013

NOTICE OF PUBLIC SALEPERSONAL PROPERTY OF THEFOLLOWING TENANTS WILL BESOLD FOR CASH TO SATISFYRENTAL LIENS IN ACCORDANCEWITH FLORIDA STATUTES, SELFSTORAGE FACILITY ACT, SEC-TIONS 83-806 AND 83-807: PERSONALMINI STORAGE DYER: #213- ROB-ERT MUNROE; #221- EBIZAEL SAN-TIAGO; #223- CINDY MIRANDA;#304- VIRGNIA VIRUET; #317- JOHNFROWEIN II; #401- DIEGO HENAO;#402- MIGUEL COTRICH; #430- BEV-ELYN GREEN JONES; #447- SHAR-ON LONGLEY; #452- LISA SPEIGAL;#501- LUIS APONTE; #506- CARMELOMEDINA; #522- ARISMENDY ROSA-RIO; #1129- MARIA QUINTIN; #1210-MIGUEL MATOS ZAPATA; #1327-LEE SAYLOR; #1336- JACQUELINEKYGER. KITCHEN, HOUSEHOLDITEMS, BEDDING, LUGGAGE,TOYS, GAMES, PACKED CARTONS,FURNITURE, TOOLS, CLOTHING,TRUCKS, CARS, ETC. THERE’S NOTITLE FOR VEHICLES SOLD ATLIEN SALE. OWNERS RESERVETHE RIGHT TO BID ON UNITS.LIEN SALE TO BE HELD ON THEPREMISES AT 2:30PM, WEDNES-DAY, March, 20, 2013 VIEWING WILLBE AT THE TIME OF THE SALEONLY. PERSONAL MINI STORAGEDYER 932 DYER BLVD KISSIMMEE,FL 34741

OSC1227530 03/03,10/2013

IN THE CIRCUIT COURT OF THE NINTH JUDI-CIAL CIRCUIT IN AND FOR ORANGE COUNTY,

FLORIDA CIVIL ACTION

CASE NO.: 48-2008-CA-000092-ODIVISION: 40

CHASE HOME FINANCE LLC,Plaintiff,

vs.

PHILIP D. HIRST, et al,Defendant(s).

NOTICE OF RESCHEDULED FORECLOSURE SALE

NOTICE IS HEREBY GIVEN pursu-ant to an Order Rescheduling Foreclo-sure Sale dated February 26, 2013 andentered in Case NO. 48-2008-CA-000092-O of the Circuit Court of theNINTH Judicial Circuit in and for OR-ANGE County, Florida whereinJPMorgan Chase Bank, National Asso-ciation, successor by merger to ChaseHome Finance LLC1, is the Plaintiffand PHILIP D. HIRST; CECILE N.HIRST; SUNTRUST BANK; STONEY-BROOK MASTER ASSOCIATION OFORLANDO, INC; are the Defendants,The Clerk, Lydia Gardner will sell tothe highest and best bidder for cash atwww.myorangeclerk.realforeclose-.com at 11:00AM, on 03/26/2013, the fol-lowing described property as set forthin said Final Judgment:

LOT 36, BLOCK 8, STONEYBROOKUNIT 1, ACCORDING TO THE PLATTHEREOF RECORDED IN PLATBOOK 37, PAGES 140-146, PUBLICRECORDS OF ORANGE COUNTY,FLORIDA. A/K/A 14207 SQUIRRELRUN, ORLANDO, FL 328280000

Any person claiming an interest in thesurplus from the sale, if any, otherthan the property owner as of the dateof the Lis Pendens must file a claimwithin sixty (60) days after the sale.

Ronald R Wolfe & Associates, P.L.P.O. Box 25018

Tampa, Florida 33622-5018(813) 251-4766

(813)251-1541 Fax

By: John JeffersonFlorida Bar No. 98601

**See Americans with Disabilities Act If youare a person with a disability who needs anyaccommodation in order to participate in thisproceeding, you are entitled, at no cost toyou, to the provision of certain assistance.Please contact the ADA Coordinator, HumanResources, Orange County Courthouse, 425 N.Orange Avenue, Suite 510, Orlando, Florida,(407) 836-2303, at least 7 days before yourscheduled court appearance, or immediatelyupon receiving this notification if the time be-fore the scheduled appearance is less than 7days; if you are hearing or voice impaired,call 711.

COR1228876 03/10,17/2013

In order to satisfy a Contractual Land-lord’s Lien,under the provisions of theFlorida Self Service Storage SpaceAct,public notice is hereby given thatthe following described property willbe sold at public sale to the highestbidder for cash only.The sale will beheld at A -AAAKey Mini Storage#29,5285 South Orange Blossom Trai-l,Orlando,Florida on the 28th day ofMarch at 10:30 AM.

Names Items

Alexis Richmond Speakers,BabyChanger,Table’s,Fridge, & T.V..

Mayra Arriaga T.V.,Misc;Tubs,Misc-;Baskets,Printer, & Misc;Suitcase.

Valeria Maxwell Couch Set,Dresse-r,End Table,Misc;Chairs, & Misc;Box-es.

Queen E. Smith Bunk Bed Frame,Ca-ge,Table,Misc;Tubs, & Mini Bike.

Terrance Porter Queen Mattress Set,2End Tables,Head Board,Misc;Tubs, &Misc;Boxes.

Greg Gardner Couch,Coffee Table,Ex-cercise Equipment,End Table,- Misc-;Bags,T.V., & Dinning Table.

Mrs. Dabra Perry Misc;Bags,T.V-.,Misc;Car Seats,Misc;Totes, & BedFrame.

Carmen Vazquez T.V.,Misc;Boxes-,Misc;Bags,T.V.Stand,Misc;Tub, &Misc;- Tote.

COR1228699 03/10,17/2013

SCHOOL BOARD OF SEMINOLE COUNTY,FLORIDA NOTICE OF EXECUTIVE SESSION

Notice is hereby given that the SchoolBoard of Seminole County, Florida,will meet in special session at the Ed-ucational Support Center, 400 EastLake Mary Blvd., Sanford, Florida32773 to consider pending litigation,Humberto Mosquera v. SeminoleCounty School Board, Seminole CountyCase No. 12-CA-2079-08-G on Monday,March 18, 2013 at 1:30 p.m. The meet-ing will be called to order in theSchool Board special session. Themeeting will recess for an executivesession, 286.011(8) Fla. Stat.

CSE1227971 3/10/2013

Working - a new Wednesdaysection.

APOPKA — Fri 3/8 & Sat 3/9, 8a-4p.Sun 3/10, 8a-2p. HUGE Multi-FamilyFurniture, household, electric shoptools, collectibles & much more.New items added daily! Priced tosell, all must go! 2905 Junior Ave-nue (off Rock Springs & East Pon-kan Rd)

GETTING PAID ENOUGH?Check out the “Salary Wizard” onOrlandoSentinel.com and find outsalaries for thousands of jobs inCentral Florida.

UNDER THE REGISTRATION OF TITLES LAWOFFICE OF TITLES

P.O. Box 494Kingston

February 12,2103WHEREAS I have been satisfied byStatutory Declaration that the dupli-cate Certificate of Title for ALL THATparcel of land known as NUMBERSONE HUNDRED AND TWENTY-NINE, ONE HUNDRED AND THRI-TY-ONE and ONE HUNDRED ANDTHIRTY-THREE CONSTANTSPRING ROAD in the parish of STANDREW being the Strata Lot num-bered TWENTY-SEVEN on the StrataPlan numbered Two Hundred andEighty-three and twelve undivided 1/1002 shares in the common propertytherein and being the land registeredat Volume 1183 Folio 58 of the RegisterBook of Titles in the name of GARRETHELLIS WALTERS - HAS BEEN LOST -

I HEREBY GIVE NOTICE that I in-tend at or after the expiration of four-teen days after the last appearance ofthis advertisement to cancel the saidCertificate of title and to register anew Certificate in duplicate in placethereof.

J. WalkerFor Registrar of Titles

COR1228735 03/10/2013

NOTICE OF INTENT TO DESIGNATE POSITIONSFOR INCLUSION IN SENIOR MANAGEMENT

SERVICE CLASSThe School Board of Orange County,Florida will consider the inclusion ofadditional the following senior man-agement positions:

Title - Senior Management Position#0050279427

Summary of Changes/Reason for Changes - Ap-prove inclusion of additional designat-ed positions in the Senior ManagementService Class of the Florida Retire-ment System

Economic Impact - None

These recommendations are beingmade by Dr. Kathleen Palmer, Chiefof Staff. These modifications are au-thorized under the Florida Statutes,Section 121.055.

Copies of the proposed changes areavailable between the hours of 7:30a.m. and 4:30 p.m., Monday - Friday,at the Educational Leadership Center,445 West Amelia Street, Orlando, Flor-ida.

Barbara M. JenkinsSuperintendent

COR1227689 03/03,10/2013

LEGAL NOTICEFor a complete listing of current ac-tive formal solicitations for the City ofWinter Park, all interested partiesshould visit our website at http://www.cityofwinterpark.org/purchasing.Select Active Solicitations.

Solicitations and procurement infor-mation is also available at the Pur-chasing Division, located in City Hall,401 Park Avenue South, Winter Park,Florida.

To guarantee receipt of addenda, allrespondents should check the websiteor contact the Purchasing Divisionseven (7) calendar days prior to thefixed receiving date of bids/responses.

COR1218705 1/6,13,20,27, 2/3,10,17,24,3/3,10,17,24,31, 4/7,14,21,28

LEGAL ADVERTISEMENT SCHOOL BOARD OFVOLUSIA COUNTY NOTICE OF POLICY DEVEL-

OPMENT

POLICY NUMBER AND TITLE: School BoardPolicy 313 - Athletics and Activities

SUBJECT: Athletics and Activities

PURPOSE AND EFFECT: The purpose of therulemaking action is to revise the pa-rameters and guidelines governing ac-ademic eligibility for participation instudent activities and/or athletics.

LEGAL AUTHORITY: Sections 1001.41(1) &(2), 1001.42(22), Florida Statutes

LAWS IMPLEMENTED: Section 1006.15, Flor-ida Statutes

SUMMARY OF THE ECONOMIC IMPACT ONTHIS POLICY: There is no economic im-pact on any agency or individual otherthan the cost of promulgating and dis-seminating the policy.

Information regarding amendments toSchool Board Policy 313 - Athletics andActivities, can be reviewed at the of-fice of the Chief Counsel, School Boardof Volusia County, 200 North ClaraAve., DeLand, Florida.

By: Michael G. Dyer, Chief Counsel

VOL1228704 3/10/2013

CITY OF DELTONALEGAL ADVERTISEMENT

For a complete listing of currentavailable Invitation to Bids (ITB’s)and Proposals (RFP’s) for the City ofDeltona, interested parties should logon to Demand-Star at www.demand-star.com or call DemandStar at (800)711-1712. You may also link to Demand-Sta r from the City’s website atwww.deltonafl.gov or to register for asubscription to receive notification ofCity of Deltona bids/propos¬als at nocharge. City of Deltona Kate Krauss,CPPO, CPPB, CPP, SPSM PurchasingManager (386) 878-8100

VOL1226860 3/3,3/10,3/17,3/24,3/31/2013

NOTICE OF SALETo satisfy owners lien for rent due inaccordance with Florida Statutes,"The Self-Storage Facility Act (sec-tions 83.801 - 83.809), contents of theleased storage units as well as leasedoutside storage spaces (individualsidentified below) including all personalproperty consisting of miscellaneoushousehold items, furniture, clothing,boxes, motor vehicles, boats, trailersand other items, will be sold at PublicAuction to the highest bidder (or oth-erwise disposed of) at the following lo-cation and time.

ALOMA SELF-STORAGE DATE: MARCH 21, 20133625 Alma Ave. TIME: 10:30 A.M.Oviedo, FL 32765(407) 673-4222

All units are sold "as-is", and must be paid forin CASH immediately following the auction. Allunits advertised may not be availableat the time of auction in the event ofsettlement between owner and obligat-ed party.

Tenant Name Unit No.Corey William 216Gary Talley 213Kristen L. Henry 215Jose Cestero 653

CSE1227667 03/03,10/2013

LEGAL NOTICE

Notice is hereby given that the under-signed at 7:00pm, Friday, March 22,2013 will offer for sale at public auc-tion, to the highest bidder for cash atand in the warehouse of the under-signed located at: Fred’s AuctionHouse, 5225 E. Irlo Bronson MemorialHighway, Saint Cloud, FL 34771, thefollowing described lots or parcel ofgoods separately and severally, viz:

Lot 032207 One lot of household goodsand effects stored and held for the ac-count of John & Kay McBride, 22March 2007 consisting of furniture,cartons containing misc goods, garageitems, organ.

Lot 12264-03 One lot of household goodsand effects stored and held for the ac-count of Clarence Wilson, 30 Decem-ber 2003 consisting of furniture, car-tons containing misc goods, garageitems, appliances.

Lot 428163 One lot of household goodsand effects stored and held for the ac-count of Jeremy Salazar, 14 June 2010consisting of furniture, cartons con-taining misc goods.

Lot 468502 One lot of household goodsand effects stored and held for the ac-count of Larry Meece, 27 August 2010consisting of furniture, cartons con-taining misc goods.

Lot 020209 One lot of household goodsand effects stored and held for the ac-count of Kim Lucas, 02 February 2009consisting of furniture, cartons con-taining misc goods, appliances.

COLEMAN AMERICAN MOVINGSERVICES, INC.ORLANDO, FL

COR1226922 3/3,3/10/2013

DR PHILLIP’S - 3/9 8am- noon Moving Sale2 kid BR sets; bookcases, entrnmntctr; patio set - 5812 Pitch Pine Dr

EATONVILLE — Big Garage Sale!Monday-Saturday 9am-5pm.515 Vereen Dr. 32751. 407-760-6665

THE ST. JOHNS RIVER WATER MANAGEMENTDISTRICT (DISTRICT) GIVES

NOTICE OF RECEIPT OF THEFOLLOWING PERMIT APPLICATION(S):

Individual ERP Permit Applications

City of Apopka, 748 E Cleveland St,Apopka, FL 32703, application # 4-095-130418-2. The pro ject is located in Or-ange County, Sections: 28 and 29,Township: 20 South, Range: 28 East,and includes 27.85 acres. The Environ-mental Resource Permit application isfor the construc tion of a surface wa-ter management system to serve a de-velopment known as E. Lester Rd. -Roadway Improvement.

The file(s) containing the permit ap-plication(s) are available for inspec-tion Monday through Friday, exceptfor District holidays, 8 a.m. to 5 p.m.at the District’s Headquarters, 4049Reid St., Palatka, FL 32177-2529. Youmay also view files at one of the Dis-trict’s Service Centers, but you shouldcall Service Center staff in advance tomake sure that the files are at a spe-cific Service Center. Service Centercontact information is available onlineat flor idaswater.com/contactus/of-fices.html. Additionally, most permitapplication file documents can beviewed online at floridaswater.com/permitting/index.html. To obtain infor-mation on how to find and view permitapplication file documents, go to theHELP tab in E-Permitting and clickon Support and FAQs and then follow

World Upside Down admits students ofany race, color, national origin, andethnic origin to all the rights, privi-leges, programs, and activities gener-ally accorded or made available tostudents at the school. It does not dis-criminate on the basis of race, color,national origin, and ethnic origin inadministration of its educational poli-cies, admission policies, scholarshipand loan programs, and other school-administered programs.COR1226353 03/10/13

PUBLIC NOTICE OF INTENT TO ISSUE AIRPERMIT ORANGE COUNTY ENVIRONMENTAL

PROTECTION DIVISION AIR QUALITY MANAGE-MENT DRAFT SYNTHETIC MINOR SOURCE AIR

CONSTRUCTION PERMIT PROJECT NUMBER0950006-010-AC THE COCA-COLA COMPANY

ORANGE COUNTY, FLORIDAApplicant: The applicant for this projectis The Coca-Cola Company. The appli-cant’s authorized representative andmailing address are: Eric Bennett,General Manager, Flavor Manufactur-ing Apopka, The Coca-Cola Company,2501 West Orange Avenue, Apopka,Florida 32703.

Facility Location: The Coca-Cola Companyoperates an existing flavor manufac-turing facility, which is located in Or-ange County at 2501 West Orange Ave-nue, Apopka, Florida 32703. Project:This project is an air construction per-mit that authorizes the facility to addcontrol equipment and increase emis-sion limits.

Permitting Authority: Applications for airconstruction permits are subject to re-view in accordance with the provisionsof Chapter 403, Florida Statutes (F.S.)and Chapters 62-4, 62-210 and 62-212 ofthe Florida Administrative Code(F.A.C.). The proposed project is notexempt from air permitting require-ments and an air permit is required tomodify the facility. The PermittingAuthority responsible for making apermit determination for this projectis the Air Quality Management sectionof the Orange County EnvironmentalProtection Division (EPD). The EPD’saddress is 800 Mercy Drive, Suite 4,Orlando, Florida 32808. The EPD’stelephone number is 407-836-1400.

Project File: A complete project file isavailable for public inspection duringthe normal business hours of 8:00 a.m.to 5:00 p.m., Monday through Friday(except legal holidays), at the addressindicated above for the EPD. Thecomplete project file includes theDraft Permit, the Technical Evalua-tion and Preliminary Determination,the application and information sub-mitted by the applicant (exclusive ofconfidential records under Section403.111, F.S.). Interested persons maycontact the EPD’s project engineer foradditional information at the addressand phone number listed above.

Notice of Intent to Issue Air Permit: The EPDgives notice of its intent to issue an airconstruction permit to the applicantfor the project described above. Theapplicant has provided reasonable as-surance that operation of proposedequipment will not adversely impactair quality and that the project willcomply with all appropriate provisionsof Chapters 62-4, 62-204, 62-210, 62-212,62-296 and 62-297, F.A.C. The EPD willissue a Final Permit in accordancewith the conditions of the proposedDraft Permit unless a timely petitionfor an administrative hearing is filedunder Sections 120.569 and 120.57, F.S.or unless public comment received inaccordance with this notice results ina different decision or a significantchange of terms or conditions.

Comments: The EPD will accept writtencomments concerning the proposedDraft Permit for a period of 14 daysfrom the date of publication of thisPublic Notice. Written comments mustbe received by the EPD by close ofbusiness (5:00 p.m.) on or before theend of the 14-day period. If writtencomments received result in a signif-icant change to the Draft Permit, theEPD shall revise the Draft Permit andrequire, if applicable, another PublicNotice. All comments filed will bemade available for public inspection.

Petitions: A person whose substantial in-terests are affected by the proposedpermitting decision may petition foran administrative hearing in accord-ance with Sections 120.569 and 120.57,F.S. The petition must contain the in-formation set forth below and must befiled with (received by) the Office ofthe Orange County Attorney, 201 SouthRosalind Avenue, Third Floor, Orlan-do, Florida 32801 (Telephone 407-836-7320). Petitions filed by any personsother than those entitled to written no-tice under Section 120.60(3), F.S. mustbe filed within 14 days of publication ofthis Public Notice or receipt of a writ-ten notice, whichever occurs first. Un-der Section 120.60(3), F.S., however,any person who asked the EPD for no-tice of agency action may file a peti-tion within 14 days of receipt of thatnotice, regardless of the date of pub-lication. A petitioner shall mail a copyof the petition to the applicant at theaddress indicated above, at the time offiling. The failure of any person to filea petition within the appropriate timeperiod shall constitute a waiver of thatperson’s right to request an adminis-trative determination (hearing) underSections 120.569 and 120.57, F.S., or tointervene in this proceeding and par-ticipate as a party to it. Any subse-quent intervention (in a proceedinginitiated by another party) will be onlyat the approval of the presiding officerupon the filing of a motion in compli-ance with Rule 28-106.205, F.A.C.

A petition that disputes the materialfacts on which the EPD’s action isbased must contain the following infor-mation: (a) The name and address ofeach agency affected and each agen-cy’s file or identification number, ifknown; (b) The name, address andtelephone number of the petitioner;the name address and telephone num-ber of the petitioner’s representative,if any, which shall be the address forservice purposes during the course ofthe proceeding; and an explanation ofhow the petitioner’s substantial rightswill be affected by the agency deter-mination; (c) A statement of whenand how the petitioner received noticeof the agency action or proposed deci-sion; (d) A statement of all disputedissues of material fact. If there arenone, the petition must so state; (e) Aconcise statement of the ultimate factsalleged, including the specific factsthe petitioner contends warrant rever-sal or modification of the agency’sproposed action; (f) A statement ofthe specific rules or statutes the peti-tioner contends require reversal ormodification of the agency’s proposedaction including an explanation of howthe alleged facts relate to the specificrules or statutes; and, (g) A statementof the relief sought by the petitioner,stating precisely the action the peti-tioner wishes the agency to take withrespect to the agency’s proposed ac-tion. A petition that does not disputethe material facts upon which theEPD’s action is based shall state thatno such facts are in dispute and other-wise shall contain the same informa-tion as set forth above, as required byRule 28-106.301, F.A.C.

Because the administrative hearingprocess is designed to formulate finalagency action, the filing of a petitionmeans that the EPD’s final actionmay be different from the position tak-en by it in this Public Notice of Intentto Issue Air Permit. Persons whosesubstantial interests will be affectedby any such final decision of the EPDon the application have the right to pe-tition to become a party to the pro-ceeding, in accordance with the re-quirements set forth above.

Mediation: Mediation is not available forthis proceeding.

COR1228945 03/10/2013

CAR OWNERSOrlando Sentinel readers will motor to yourclassified automobile ad.

ORLANDO - 3/09-10 8- 3 Beads, Beads,Beads! 1619 S. Mills Ave

AUDUBON PARK — Estate Sale!Fri 8am-4pm, Sat 8am-4pm, & Sun8am-1pm. Furniture, household,appliances, clothes, toys & more!1708 Cardinal Rd, 32803

D.M. Dennett &Associates, Inc.AUCTIONEERS

“Service thru professionalism is our standard”(407) 322-1464

&c.Sur standard”

(((((((((((((((((((((44444444444444444444400000000000000000000077777777777777777777744444444444444444 ))))))))))))))))))))) 333333333333333333333222222222222222222222222222222222222222222--------111111111111111111111444444444444444444444666666666666666666666444444444444444444444(407) 322-1464

Saturday, March 16th, 11AMSaturday, March 16th, 11AM10501 S. Orange Ave Ste 125, Orlando, FloridaSaturday, March 16th, 11AM

10501 S. Orange Ave Ste 125, Orlando, Florida

VAR Electric, Inc.VAR Electric, Inc.VAR Electric, Inc.

For more info, map & photos go to:auctionzip.com (ID#21770)

Inspection: Fri., March 15th 10am-3pm & 9am day of sale.Terms: cash, cashier check, MC, Visa, Disc, 13% buyers premium, 3% discount for cash or qualified checks.

Owner of this well maintained full service electrical contracting concern hascommissioned our firm to sell all equipment, inventory & office equipment at publicauction. Most items are less than 2 years old and all is in excellent condition. Scissorlift, forklift, bending-threading & test equip., trucks, generators, transformers, tools,office electronics & furniture, shop & field equipment, items to numerous to list.

PO Box 6488 Deltona • AU 293 AB 154 AU 454PO Box 6488 Deltona • AU 293 AB 154 AU 454PO Box 6488 Deltona • AU 293 AB 154 AU 454

DISNEY ITEMS —

Cash Paid for Cast Items Signs,Pins, Collections,etc.

[email protected] .

407-284-1934

DIABETIC TEST STRIPS WANTED - I BuyDiabetic Test Strips For Cash - MustBe Unexpired & Unopened - LocalPickup - Call Paul 407-754-8477

!AUTOS (RUNNING OR NOT)DONATIONS TO VETERAN’S 501C3

CHARITY —Auto Donations

Tax Receipt up to $10,000.Free Tow & Gift

!Sgt. Joe 813-484-9063or 800-969-VETS!

www.veteransassistance.us

Fritz Real Estate & AuctionsFritz Fedele

Licensed Real Estate Broker, AuctioneerAu2871 Ab 2650

www.justcallfritz.com

For Information and details

800-422-9155321-229-0722

Thursday, Mar 28, 4:00Preview 3:00 p.m.35011 Haines Creek Rd.

Leesburg, FL 347883/2.5, 1920 sq ft, house on

3.94 acres. zoned residential R-6

Back bldg 1144 sq ft. warehousestyle clear span with high ceiling.

3 phase power

Bidder InformationPackage available

cash to bid, selling “AS-IS”10% buyers premium

SELLING TO THEHIGHEST BIDDER

REGARDLESSOF PRICE!!!!

AUCTION

A DIABETIC NEEDS YOUR TEST STRIPS— MUST BE UNOPENED,

UNEXPIRED, WILL PAY CASHAND WILL PICK UP.WAYNE 407-963-0960

MerchandiseMerchandiseFO

R

SALE

on Support and FAQs and then followthe directions provided under "How tofind a Techni cal Staff Report (TSR)or other application file documents."

The decision on Standard General andStandard permit applications will bemade at the District ’s Service Centerwhere the application is processed, un-less the application is upgraded to anIndividual permit as explained below.A substantial objection to a StandardGeneral or Standard permit applica-tion must be made in writing and filedwith (received by) the Director, Bu-reau of Regulatory Support, P.O. Box1429, Palatka, FL 32178-1429, or by e-mail at [email protected], within 14 days of notifica-tion of the application. Please includeeither the Permit Application numberor the Project Name in the objection.Notification of the application is either the fifth day after the date onwhich the written notice is depositedin the U.S. mail (for those personswho receive actual notice by U.S.mail), the day the notice is emailed(for those persons who receive actualnotice by email), or the date the noticeis published in the newspap er (if actu-al notice is not provided by U.S. mailor email). A "substantial objection"means a written statement directed tothe District that identifies the objector,concerns hydrologic or environmentalimpacts of the proposed activity, andrelates to applicable rule criteria. Atime ly substantial objection will causethe Standard General or Standard per-mit application to be considered an ap-plication for an Individual permit. Ifthe District receives a timely substan-ti al objection from you, then you willreceive written notice of the District’sintended decision on the permit appli-cation.

Please note that decisions on Individu-al permit applications will be made ei-ther by the District ’s Executive Di-rector or designee (for those applica-tions which are recommended for ap-proval) or by the District’s GoverningBoard (for those applications whichare recommended for denial). For In-dividual permit applications, you areadvised to notify the District within 14days of notifi cation of the application(s) if you have questions, objections,comments, or information regard ingthe activity proposed in the permit ap-plication. If you make a written re-quest to the Distri ct for additional in-formation regarding a specific permitapplication, you will be provided anopportunity to obtain the available in-formation. Please note that filing awritten objection do es not entitle youto a Chapter 120, Florida Statutes, ad-ministrative hearing.

Notice of intended (proposed) DistrictDecision will be provided to personswho have requested individual notice.A request for individual notice of in-tended (proposed) District Decision onthe application must be received bythe District’s Director, Bureau of Reg-ulatory Support prior to the date thenotice of intended (proposed) DistrictDecision is generated.

Margaret Daniels, Bureau ChiefBureau of Regulatory SupportSt. Johns River WaterManagement District4049 Reid StreetPalatka, FL 32177-2529(386) 329-4570

COR1228938 03/10/2013

CHECK OUT OUR PRIVATE PARTYRATES! - Placing a Classified Ad in

Orlando Sentinel Classifieds in themost effective way to sell your Home,Car or Valuables.

PINES WEST DAVENPORT - Mar 8,9 & 108am- 4 pm Community Garage Sale- something for everyone! ComeEarly for Best Selection. Cardiff Ave@ RT 27

DOES YOUR HOUSE NEEDREPAIRS?Find a repairman in the BusinessService Directory in theOrlando Sentinel Classifieds.

HOME — Two beautiful adult Beagledogs(brother & sister) need aGOOD home. Must be kept togetherand inside. All shots, vet records,microchips, inspection of newhome. Call 407-325-3443 or 407-756-0714.

YORKSHIRE TERRIERS — M-11 mo, 4 lbs.F- 1 yr, 5 lbs. $650/ea. 321-525-0627

YORKIEPOO PUPS - 8 wks, 2M, utd shots &wormings, small $400 407-461-3292

TOY POODLE — F, 5 mo, AKC, HC,white/tan, $500. 407-255-9158

SIBERIAN HUSKY - multi-color blue eyes$200.00 [email protected]

SHIH TZUS — Excellent quality, healthcertificate $375-$425 407-923-5912

SHIH TZU PUPS — 1F, 1M, 8 weeks,health certificates, $475. 321-726-8036

SHIBA INU — AKC, very red, veryfoxy, fe. 1 year, $1,200 407-340-8689

SHELTIE PUPS — Sable, AKC, healthcertificate, $1,000. 386-795-0152

ROTTWEILER PUPPIES/AKC CH — Ger-man Blood Lines. EXTREMEHEADS/MUZZLES. Health Certi-fied. Incredible Temperament Startat $800. 407-415-5831 or 407-415-5837

MINIATURE SCHNAUZER - Adults andpuppies. $500.00 407-916-9688

MALT-A-POO — 8 weeks. Female/male.Reg. H/C. 321-750-8441

LAB - pups, AKC, labracadabra.com$500 352 363 4344

LAB PUPS — AKC, vet cert, parentson premises. 8wks $600. 407-341-4918

JACK RUSSELL TERRIERS - www.Butterballkennel.com 352.595.4072

HAVANESE PUPPIES — M-F AKC, pure-bred, hypoallergenic non-sheddingtoy breed. Shots, $750 386-262-4686

GOLDEN RETRIEVER - Adult GoldenRetriever & Golden Retriever/BlackLab mix looking for good homes.Raised around children & other pets.Available to good homes. (352) 409-6589

GERMAN SHORTHAIRED POINTER PUPS— AKC, chipped. $500. 352-336-0744

GERMAN SHEPHERD PUPS — AKC, SchGer blood lines, $750. 386-795-0152

GERMAN SHEPHERD PUP & YOUNGADULT TRAINED - Call for site. 352-242-5188

DOBERMAN PUPPIES - For sale. 1 femaleblack/rust, 1 male red. Ready now!Born !/13. AKC Registered. [email protected]

DACHSHUND/MINIS — Certified, healthcertificate, ready right now! $300each. 407-397-9241

CORGI — Male, sable & white, 7 yearsold, neutered, fun, loving & playful.Wanting a good home. 407-277-2080

COCKAPOO PUPS — Chocolate/black/buff. $350. Poodle $25. 407-415-8471

CHIHUAHUA - 12wk blk male/shots/sweet/tiny/trained 407-625-5771 .

CATS — 2 blk&wt bro/sis rescues. In-door, fixed. 10-15 lbs ea. 407-421-5185

LOST DOG —Schnauzer, Winter PkPines, micro chip, 3/06. 407-247-5674

Pets

TIRES FOR SALE — Closing warehouse.Mainly used truck tires. 16", 17", &18". $25-$85 Plus, tools & furniture!407-475-0007

SOFA - Thomasville - Camel col. Greatcondition. $475 407-493-4520

PULL BEHIND TRAILER — 5x8 with mesh& wood floor. 1650 load capacity.Ramp gate, 12" tires rated at 990lbseach, fully lighted, DOT require-ments. 1 7/8 inch coupler with safetychain. $750 814-599-1114

PUBLIC AUCTION

Sat. March 16th - 9:00amGovernmental Surplus

2753 N Hwy 441, Zellwood, FL80+ Vehicles, 20 Buses,

2- Ford Dump Tks, Mowers,Golf Carts, Lawn Equip,

Computers & MORE! ab1501au672Cash or CK w/Bk Ltr Guar

No one under 16 allowed

GIDEON AUCTIONS407-886-2211

Watch www.ggauctions.comFor on-line Auctions!

PRESSURE WASHER — 11 horsepower,Honda, electric start, 225 gallon wa-ter tank, chemical tank, new pump,rebuilt starter, on 6X8 trailer & ex-tras. $1300. 407-568-2333

POOL TABLE - 7ft slate w/custom diningtop. 1 year new. $2800.00 407-617-1454

PANASONIC HD PROJECTOR - This isan AE-4000 Panasonic Full 1080pHome Theater Projector. Thisprojector retailed for over 4k justa few years ago. $950 321-663-3122/[email protected]

FURNITURE — 2 new twin beds & head-boards: $300 8 ft mahogany dress-er: $75 2 pc contemporary lightedChina hutch: $100 Clothes dryer: $50407-306-0849 Cash only!

FURNITURE — 10-pc King size bd set-$2000, OBO, dining rm set w/ 6chairs- $1500, OBO, 2-pc sofa- $500,OBO, 2- 32" flat screen TVs, , 2 barstools, 1- 60" couch, make offer. 407-286-4403 or 407-217-4964

FLORIDA’S BIGGEST GUN SHOWORLANDO FAIRGROUNDS

MARCH 16TH AND 17THSat 9-5pm Sun 10-5pmFREE PARKING!

For info call 407-275-7233FloridaGunShows.com

DINING SET & 4 POSTER BED - Dining Set$2000/Poster Bed $300 (407) 257-1781

MerchandiseMerchandiseFO

R

SALE

CAR OWNERS

Orlando Sentinel readerswill motor t o your classi-fied automobile ad .

CASSELBERRY -March 9 & 10 8AM- 4PMEverything Must Go! 1456 FairwayOaks Dr

Election/Revocation of Election by an EligibleSection 501(c)(3) Organization To Make

Expenditures To Influence Legislation

Form 5768 (Rev. September 2009)

For IRSUse Only ©

Department of the TreasuryInternal Revenue Service

(Under Section 501(h) of the Internal Revenue Code) Employer identification number

Name of organization

Number and street (or P.O. box no., if mail is not delivered to street address)

City, town or post office, and state

Election—As an eligible organization, we hereby elect to have the provisions of section 501(h) of the Code, relating toexpenditures to influence legislation, apply to our tax year ending andall subsequent tax years until revoked.

1

(Month, day, and year)

Note: This election must be signed and postmarked within the first taxable year to which it applies.

Revocation—As an eligible organization, we hereby revoke our election to have the provisions of section 501(h) of the Code,relating to expenditures to influence legislation, apply to our tax year ending

2

(Month, day, and year) Note: This revocation must be signed and postmarked before the first day of the tax year to which it applies.

Under penalties of perjury, I declare that I am authorized to make this (check applicable box) ©

(Date)

(Type or print name and title)

(Signature of officer or trustee)

2. Section 170(b)(1)(A)(iii) (relating tohospitals and medical researchorganizations),

General Instructions Section references are to the InternalRevenue Code.

3. Section 170(b)(1)(A)(iv) (relating toorganizations supporting governmentschools),

Section 501(c)(3) states that anorganization exempt under that sectionwill lose its tax-exempt status and itsqualification to receive deductiblecharitable contributions if a substantialpart of its activities are carried on toinfluence legislation. Section 501(h),however, permits certain eligible section501(c)(3) organizations to elect to makelimited expenditures to influencelegislation. An organization making theelection will, however, be subject to anexcise tax under section 4911 if itspends more than the amountspermitted by that section. Also, theorganization may lose its exempt statusif its lobbying expenditures exceed thepermitted amounts by more than 50%over a 4-year period. For any tax year inwhich an election under section 501(h) isin effect, an electing organization mustreport the actual and permitted amountsof its lobbying expenditures and grassroots expenditures (as defined in section4911(c)) on its annual return requiredunder section 6033. See Part II-A ofSchedule C (Form 990 or Form 990-EZ).Each electing member of an affiliatedgroup must report these amounts forboth itself and the affiliated group as awhole.

For more details, see section 4911and section 501(h).

4. Section 170(b)(1)(A)(vi) (relating toorganizations publicly supported bycharitable contributions),

Note. A private foundation (including aprivate operating foundation) is not aneligible organization.

5. Section 509(a)(2) (relating toorganizations publicly supported byadmissions, sales, etc.), or

Where to file. Mail Form 5768 to theDepartment of the Treasury, InternalRevenue Service Center, Ogden, UT84201-0027.

6. Section 509(a)(3) (relating toorganizations supporting certain typesof public charities other than thosesection 509(a)(3) organizations thatsupport section 501(c)(4), (5), or (6)organizations). Disqualified organizations. The

following types of organizations are notpermitted to make the election: a. Section 170(b)(1)(A)(i) organizations

(relating to churches),

b. An integrated auxiliary of a church orof a convention or association ofchurches, or c. A member of an affiliated group oforganizations if one or more membersof such group is described in a or bof this paragraph.

To make or revoke the election, enterthe ending date of the tax year to whichthe election or revocation applies in item1 or 2, as applicable, and sign and datethe form in the spaces provided.

Affiliated organizations. Organizationsare members of an affiliated group oforganizations only if (1) the governinginstrument of one such organizationrequires it to be bound by the decisionsof the other organization on legislativeissues, or (2) the governing board of onesuch organization includes persons (i)who are specifically designatedrepresentatives of another suchorganization or are members of thegoverning board, officers, or paidexecutive staff members of such otherorganization, and (ii) who, byaggregating their votes, have sufficientvoting power to cause or prevent actionon legislative issues by the first suchorganization.

Eligible organizations. A section501(c)(3) organization is permitted tomake the election if it is not adisqualified organization (see below) andis described in: 1. Section 170(b)(1)(A)(ii) (relating to

educational institutions),

Form 5768 (Rev. 9-2009)

Cat. No. 12125M

Room/suite

ZIP + 4

election

revocation on behalf of the above named organization.

World Upside Down, Inc.

9/22/13

46 1938697

2059 Dixie Belle Drive, Unit B

Orlando FL 32812

June 30, 2014

✔

Joanna Puello, CEO

Financial Projection Worksheet For IRS Form 1023

1st$Year 2nd$Year 3rd$Year0% 10% 10%

$12,000.00 $13,200.00 $14,520.00$600.00 $660.00 $726.00

$12,000.00 $13,200.00 $14,520.00$1,200.00 $1,320.00 $1,452.00

$0.00 $0.00 $0.00$1,200.00 $1,320.00 $1,452.00$39,999.96 $43,999.96 $48,399.95$12,000.00 $13,200.00 $14,520.00$48,000.00 $52,800.00 $58,080.00

$600.00 $660.00 $726.00$0.00 $0.00 $0.00

$127,599.96 $140,359.96 $154,395.95Line 1 $75,000.00 $82,500.00 $90,750.00

1st$Year 2nd$Year 3rd$YearInternal$and$Program$Expenses$Plus$Increase: 0% 5% 5%

Capital$Expenditures .Website.Development $12,000.00 $12,600.00 $19,530.00Website.Hosting.Services $600.00 $630.00 $661.50Cost$of$Goods .Video.Development $87,996.00 $92,395.80 $97,015.59Video.Instructors $12,000.00 $12,600.00 $13,230.00Operating$Expenses .

$240.00 $252.00 $264.60$6,000.00 $6,300.00 $6,615.00

$0.00 $0.00 $0.00$1,200.00 $1,260.00 $1,323.00$600.00 $630.00 $661.50$240.00 $252.00 $264.60$0.00 $0.00 $0.00$0.00 $0.00 $0.00$0.00 $0.00 $0.00

$120.00 $126.00 $132.30$120.00 $126.00 $132.30$600.00 $630.00 $661.50

$1,200.00 $1,260.00 $1,323.00$2,400.00 $2,520.00 $2,646.00

$0.00 $0.00 $0.00$0.00 $0.00 $0.00

$1,200.00 $1,260.00 $1,323.00$0.00 $0.00 $0.00$0.00 $0.00 $0.00

$126,516.00 $132,841.80 $145,783.89$1,083.96 $7,518.16 $8,612.06

*Website Development Expenses increase more than 5% in Year 3.

TaxTelephone

FuelLodging.Licensing.Fees

PostagePrintingRent.(Facilities)Rent.(vehicles)Employee.SalariesOffice.Supplies.&.Software

In.Kind.Donations

Sales.(Website.Merchandise,.etc)Online.Fundraiser:.PayPal/Credit.CardsIndividual.Membership.Subscriptions

ChecksCash.Donations

TrainingOther.(Explain.If.Any)

Support$and$Revenue$Plus$Increase:

Travel

Meals

Legal.Fees

Grants

Equipment.DonationsSponsorshipsInstitutional.Membership.Subscriptions

Bank.Line.of.CreditTotal:$$

Accounting./.BookkeepingFundraising.ExpensesInsurance

Total:$$Net$Revenue$Minus$Expenses:$$

Financial Projection Worksheet For IRS Form 1023

Line 1

Internal$and$Program$Expenses$Plus$Increase:Capital$ExpendituresWebsite.DevelopmentWebsite.Hosting.ServicesCost$of$GoodsVideo.DevelopmentVideo.InstructorsOperating$Expenses

*Website Development Expenses increase more than 5% in Year 3.

TaxTelephone

FuelLodging.Licensing.Fees

PostagePrintingRent.(Facilities)Rent.(vehicles)Employee.SalariesOffice.Supplies.&.Software

In.Kind.Donations

Sales.(Website.Merchandise,.etc)Online.Fundraiser:.PayPal/Credit.CardsIndividual.Membership.Subscriptions

ChecksCash.Donations

TrainingOther.(Explain.If.Any)

Support$and$Revenue$Plus$Increase:

Travel

Meals

Legal.Fees

Grants

Equipment.DonationsSponsorshipsInstitutional.Membership.Subscriptions

Bank.Line.of.CreditTotal:$$

Accounting./.BookkeepingFundraising.ExpensesInsurance

Total:$$Net$Revenue$Minus$Expenses:$$

Monthly$1,000.00

$50.00$1,000.00$100.00$0.00

$100.00$3,333.33$1,000.00$4,000.00

$50.00$0.00

$10,633.33

$1,000.00$50.00

$7,333.00$1,000.00

$20.00$500.00$0.00

$100.00$50.00$20.00$0.00$0.00$0.00$10.00$10.00$50.00$100.00$200.00$0.00$0.00

$100.00$0.00$0.00

$10,543.00

DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE CINCINNATI OH 45999-0023

Date of this notice: 02-04-2013

Employer Identification Number: 46-1938697

Form: SS-4

Number of this notice: CP 575 A WORLD UPSIDE DOWN % JOANNA PUELLO 2059 DIXIE BELLE DR APT B For assistance you may call us at: ORLANDO, FL 32812 1-800-829-4933 IF YOU WRITE, ATTACH THE STUB AT THE END OF THIS NOTICE.

WE ASSIGNED YOU AN EMPLOYER IDENTIFICATION NUMBER

Thank you for applying for an Employer Identification Number (EIN). We assigned you EIN 46-1938697. This EIN will identify you, your business accounts, tax returns, and documents, even if you have no employees. Please keep this notice in your permanent records.

When filing tax documents, payments, and related correspondence, it is very important that you use your EIN and complete name and address exactly as shown above. Any variation may cause a delay in processing, result in incorrect information in your account, or even cause you to be assigned more than one EIN. If the information is not correct as shown above, please make the correction using the attached tear off stub and return it to us.

Based on the information received from you or your representative, you must file the following form(s) by the date(s) shown.

Form 940 01/31/2014 Form 944 01/31/2014

If you have questions about the form(s) or the due date(s) shown, you can call us at the phone number or write to us at the address shown at the top of this notice. If you need help in determining your annual accounting period (tax year), see Publication 538, Accounting Periods and Methods.

We assigned you a tax classification based on information obtained from you or your representative. It is not a legal determination of your tax classification, and is not binding on the IRS. If you want a legal determination of your tax classification, you may request a private letter ruling from the IRS under the guidelines in Revenue Procedure 2004-1, 2004-1 I.R.B. 1 (or superseding Revenue Procedure for the year at issue). Note: Certain tax classification elections can be requested by filing Form 8832, Entity Classification Election. See Form 8832 and its instructions for additional information.

If you are required to deposit for employment taxes (Forms 941, 943, 940, 944, 945, CT-1, or 1042), excise taxes (Form 720), or income taxes (Form 1120), you will receive a Welcome Package shortly, which includes instructions for making your deposits electronically through the Electronic Federal Tax Payment System (EFTPS). A Personal Identification Number (PIN) for EFTPS will also be sent to you under separate cover. Please activate the PIN once you receive it, even if you have requested the services of a tax professional or representative. For more information about EFTPS, refer to Publication 966, Electronic Choices to Pay All Your Federal Taxes. If you need to make a deposit immediately, you will need to make arrangements with your Financial Institution to complete a wire transfer.

(IRS USE ONLY) 575A 02-04-2013 WORL B 9999999999 SS-4

The IRS is committed to helping all taxpayers comply with their tax filing obligations. If you need help completing your returns or meeting your tax obligations, Authorized e-file Providers, such as Reporting Agents (payroll service providers) are available to assist you. Visit the IRS Web site at www.irs.gov for a list of companies that offer IRS e-file for business products and services. The list provides addresses, telephone numbers, and links to their Web sites.

To obtain tax forms and publications, including those referenced in this notice, visit our Web site at www.irs.gov. If you do not have access to the Internet, call 1-800-829-3676 (TTY/TDD 1-800-829-4059) or visit your local IRS office.

IMPORTANT REMINDERS:

* Keep a copy of this notice in your permanent records. This notice is issued only one time and the IRS will not be able to generate a duplicate copy for you. You may give a copy of this document to anyone asking for proof of your EIN.

* Use this EIN and your name exactly as they appear at the top of this notice on all your federal tax forms.

* Refer to this EIN on your tax-related correspondence and documents.

If you have questions about your EIN, you can call us at the phone number or write to us at the address shown at the top of this notice. If you write, please tear off the stub at the bottom of this notice and send it along with your letter. If you do not need to write us, do not complete and return the stub.

Your name control associated with this EIN is WORL. You will need to provide this information, along with your EIN, if you file your returns electronically.

Thank you for your cooperation.

Keep this part for your records. CP 575 A (Rev. 7-2007)

----------------------------------------------------------------------------------------------

Return this part with any correspondence so we may identify your account. Please CP 575 A correct any errors in your name or address. 9999999999

Your Telephone Number Best Time to Call DATE OF THIS NOTICE: 02-04-2013 ( ) - EMPLOYER IDENTIFICATION NUMBER: 46-1938697 _____________________ _________________ FORM: SS-4 NOBOD

INTERNAL REVENUE SERVICE WORLD UPSIDE DOWN CINCINNATI OH 45999-0023 % JOANNA PUELLO 2059 DIXIE BELLE DR APT B ORLANDO, FL 32812

Government & Nonprofit

World Upside Down 501(c)(3) Non-Profit Application