2025-06-18T01:34:28-05:00 2024-12-31 812950760 SAX LLP 1040 AVENUE OF THE AMERICAS-16TH FL NEW YORK NY 10018 990 2024-01-01 844630660 PROJECT CETI INC PROJ 2026819195 302 EAST 19TH STREET APT 2C NEW YORK NY 10003 DAVID GRUBER CEO 2026819195 2025-06-18 1 0 MARQUS WHITE P00053187 2126857000 2025-06-17 2024 2025-03-06 01:10:19Z DAVID GRUBER 302 EAST 19TH STREET APT 2C NEW YORK NY 10003 6032992 0 X HTTPS://WWW.PROJECTCETI.ORG/ X 2020 NY PROJECT CETI (CETACEAN TRANSLATION INITIATIVE) IS A NONPROFIT ORGANIZATION THAT AIMS TO APPLY ADVANCED MACHINE LEARNING AND NON-INVASIVE ROBOTICS TO LISTEN TO AND TRANSLATE THE COMMUNICATION OF WHALES. 3 2 4 2 0 0 5935679 5621913 0 0 294045 411079 0 0 6229724 6032992 0 0 0 0 394661 591456 0 0 143107 6368168 4404414 6762829 4995870 -533105 1037122 12882609 13849435 284063 213767 12598546 13635668 PROJECT CETI (CETACEAN TRANSLATION INITIATIVE) IS A NONPROFIT ORGANIZATION THAT AIMS TO APPLY ADVANCED MACHINE LEARNING AND NON-INVASIVE ROBOTICS TO LISTEN TO AND TRANSLATE THE COMMUNICATION OF WHALES. 0 0 3333669 PROJECT CETI WAS FOUNDED IN 2020, AND THE ORGANIZATION'S MISSION INCLUDES DEVELOPING THE TECHNOLOGY NEEDED FOR WHALE COMMUNICATION RESEARCH AND EXAMINING AN INITIAL DATA SET FROM CETI'S RESEARCH LOCATION DOMINICA. PROJECT CETI HAS DESIGNED, PLANNED AND CONSTRUCTED PROJECT CETI'S CORE WHALE LISTENING STATION (BUOYS) AS WELL AS CUSTOMIZED EXISTING WHALE TAGS TO IMPROVE DATA COLLECTION METHODS AND BUILT A FULLY AUTOMATIC ML-BASED PIPELINE FROM AUDIO WAVEFORM DATA, INCLUDING CLICK DETECTION, AUTOMATIC DETECTION OF BASIC LOW-LEVEL STRUCTURE (CODAS). 3333669 1 1 0 0 0 0 0 0 0 0 1 0 0 0 0 1 1 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 5 0 1 4 1 0 0 0 0 0 0 0 0 0 0 0 0 X 3 2 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 0 0 NY X PETER TYNDALE 7324479733 1215 LIVINGSTON AVENUE SUITE 1 NORTH BRUNSWICK NJ 08902 DAVID GRUBER CEO 8.00 X X 179552 0 0 STAN ALTMAN SECRETARY 1.00 X X 0 0 0 JACLINN TANNEY TREASURER 1.00 X X 0 0 0 FIONA KORWIN-PAWLOWSKI CHIEF STRATEGY OFFICER 40.00 X 168467 0 16294 ASHLEY ZAFARANLOU DIR. PARTNERSHIPS AND CAMPAIGNS 40.00 X 117223 0 16294 465242 0 32588 3 0 1 0 0 5621913 5621913 411079 411079 6032992 0 0 411079 353771 126207 192187 35377 195612 171000 24612 985 227 670 88 41088 9450 27940 3698 13575 11539 2036 88165 88165 372025 87530 284495 38529 23117 11559 3853 49444 49444 204264 71453 132811 1026224 236032 697832 92360 77313 46388 23194 7731 RESEARCH AGREEMENT EXPE 2195905 2195905 MARINE EXPENSES 198929 198929 OTHER EXPENSE 70772 44742 26030 EQUIPMENT RENTAL AND EQ 27462 20525 6937 41807 41181 626 4995870 3333669 1519094 143107 144656 92998 8523392 10705507 406484 5242311 2191381 3808077 3050930 12882609 13849435 284063 213767 284063 213767 X 12161589 13594846 436957 40822 12598546 13635668 12882609 13849435 1037122 0 X 0 1 X 1 0 X 6830330 7993552 8031857 5935679 5621913 34413331 6830330 7993552 8031857 5935679 5621913 34413331 9755023 24658308 12 2605 1233 214441 411079 629370 40242 40242 35082943 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 5242311 2191381 3050930 3050930 X 6032992 0 6032992 0 6032992 4995870 0 4995870 0 4995870 PART X, LINE 2: PROJECT CETI DOES NOT BELIEVE ITS FINANCIAL STATEMENTS INCLUDE ANY MATERIAL, UNCERTAIN TAX POSITIONS. TAX FILINGS FOR THE PERIODS ENDING DECEMBER 31, 2021 AND LATER ARE SUBJECT TO EXAMINATION BY APPLICABLE TAXING AUTHORITIES. X 0 0 0 0 0 0 0 0 0 FIONA KORWIN-PAWLOWSKI CHIEF STRATEGY OFFICER 168467 0 0 0 0 0 0 0 16294 0 184761 0 0 0 DAVID GRUBER CEO 179552 0 0 0 0 0 0 0 0 0 179552 0 0 0 FORM 990, PART VI, SECTION B, LINE 11B FORM 990 IS PROVIDED TO THE FULL BOARD FOR REVIEW AND APPROVAL BEFORE FILLING WITH THE IRS. THE FORM 990 IS FIRST REVIEWED BY THE CHIEF EXECUTIVE OFFICER, BEFORE BEING APPROVED BY THE FULL BOARD OF DIRECTORS OVER EMAIL, AND IN MEETING, IF NECESSARY, PRIOR TO BEING FILED WITH THE IRS. THE PROCESS DETAILED HERE IS THE PROCESS THAT CETI INTENDS TO FOLLOW ONCE THE BOARD IS EXPANDED. THERE ARE CURRENTLY ONLY 2 BOARD MEMBERS, EXCLUDING THE CEO, SO THE 990 WILL BE REVIEWED BY THE CURRENT BOARD MEMBERS AND THE CEO. FORM 990, PART VI, SECTION B, LINE 12C 1. 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 OF THE CORPORATION AND MEMBERS OF COMMITTEES WITH POWERS DELEGATED BY THE BOARD OF DIRECTORS THAT ARE CONSIDERING THE PROPOSED TRANSACTION OR ARRANGEMENT. 2. DETERMINING WHETHER A CONFLICT OF INTEREST EXISTS: AFTER DISCLOSURE OF THE FINANCIAL INTEREST AND ALL MATERIAL FACTS AS PROVIDED, AND AFTER ANY DISCUSSION BETWEEN SUCH INTERESTED PERSON AND THE MEMBERS OF THE BOARD OF DIRECTORS OR THE COMMITTEE, HE OR SHE SHALL LEAVE THE BOARD OF DIRECTORS 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. PROCEDURES FOR ADDRESSING THE CONFLICT OF INTEREST: A. AN INTERESTED PERSON MAY MAKE A PRESENTATION AT THE BOARD OF DIRECTORS 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. A MAJORITY OF THE DISINTERESTED MEMBERS OF THE BOARD OF DIRECTORS OR COMMITTEE MEMBERS SHALL, IF APPROPRIATE, APPOINT A DISINTERESTED PERSON OR COMMITTEE TO INVESTIGATE ALTERNATIVES TO THE PROPOSED TRANSACTION OR ARRANGEMENT. C. AFTER EXERCISING DUE DILIGENCE, THE BOARD OF DIRECTORS 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 BOARD OF DIRECTORS 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. 4. VIOLATIONS OF THE CONFLICT OF INTEREST POLICY A. IF THE BOARD OF DIRECTORS OR COMMITTEE HAS REASONABLE CAUSE TO BELIEVE THAT AN INTERESTED PERSON HAS FAILED TO DISCLOSE ACTUAL OR POSSIBLE CONFLICTS OF INTEREST, IT SHALL INFORM THE INTERESTED PERSON OF THE BASIS FOR SUCH BELIEF AND AFFORD THE INTERESTED PERSON AN OPPORTUNITY TO EXPLAIN THE ALLEGED FAILURE TO DISCLOSE. B. IF, AFTER HEARING THE INTERESTED PERSON'S RESPONSE AND AFTER MAKING FURTHER INVESTIGATION AS WARRANTED BY THE CIRCUMSTANCES, THE BOARD OF DIRECTORS OR COMMITTEE DETERMINES THE INTERESTED PERSON HAS FAILED TO DISCLOSE AN ACTUAL OR POSSIBLE CONFLICT OF INTEREST, IT SHALL TAKE APPROPRIATE DISCIPLINARY AND CORRECTIVE ACTION. RECORDS OF PROCEEDINGS. 5. THE MINUTES OF THE BOARD OF DIRECTORS AND ALL COMMITTEES WITH POWERS DELEGATED BY THE BOARD OF DIRECTORS 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 BOARD OF DIRECTOR'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. 6. ANNUAL STATEMENTS: EACH MEMBER, DIRECTOR, PRINCIPAL OFFICER AND MEMBER OF A COMMITTEE WITH POWERS DELEGATED BY THE BOARD OF DIRECTORS, SHALL ANNUALLY SIGN A STATEMENT SUCH AS THE ATTACHMENT, WHICH AFFIRMS SUCH PERSON: A. HAS RECEIVED A COPY OF THE CONFLICT OF INTEREST POLICY, B. HAS READ AND UNDERSTANDS THE POLICY, C. HAS AGREED TO COMPLY WITH THE POLICY, AND D. UNDERSTANDS THE CORPORATION IS CHARITABLE AND IN ORDER TO MAINTAIN ITS FEDERAL TAX EXEMPTION IT MUST ENGAGE PRIMARILY IN ACTIVITIES WHICH ACCOMPLISH ONE OR MORE OF ITS TAX-EXEMPT PURPOSES. PERIODIC REVIEWS 7. TO ENSURE THE CORPORATION OPERATES IN A MANNER CONSISTENT WITH CHARITABLE PURPOSES AND DOES NOT ENGAGE IN ACTIVITIES THAT COULD JEOPARDIZE ITS TAX-EXEMPT STATUS, PERIODIC REVIEWS SHALL BE CONDUCTED. THE PERIODIC REVIEWS SHALL, AT A MINIMUM, INCLUDE THE FOLLOWING SUBJECTS: A. WHETHER COMPENSATION ARRANGEMENTS AND BENEFITS ARE REASONABLE, BASED ON COMPETENT SURVEY INFORMATION, AND THE RESULT OF ARM'S LENGTH BARGAINING. B. WHETHER PARTNERSHIPS, JOINT VENTURES, AND ARRANGEMENTS WITH MANAGEMENT ORGANIZATIONS CONFORM TO THE CORPORATION'S WRITTEN POLICIES, ARE PROPERLY RECORDED, REFLECT REASONABLE INVESTMENT OR PAYMENTS FOR GOODS AND SERVICES, FURTHER CHARITABLE PURPOSES AND DO NOT RESULT IN INUREMENT, IMPERMISSIBLE PRIVATE BENEFIT OR IN AN EXCESS BENEFIT TRANSACTION. FORM 990, PART VI, SECTION B, LINE 15A THE CEO'S COMPENSATION IS DETERMINED BY THE OTHER TWO BOARD MEMBERS, THE CEO HAS NO INPUT IN THIS DECISION. FORM 990, PART VI, SECTION C, LINE 19 NO OTHER DOCUMENTS AVAILABLE TO THE PUBLIC