TY 2011 Form 990PF

- TIN:

Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation

or Section 4947(a)(1) Nonexempt Charitable Trust
Treated as a Private Foundation

Note. The foundation may be able to use a copy of this return to satisfy state reporting requirements.

OMB No. 1545-0052

2011

For calendar year 2011, or tax year beginning 10-01-2011 , and ending 09-30-2012

Check all that apply:Initial returnInitial return of a former public charityFinal return

Amended returnAddress changeName change

Name of foundation
CityWorks Inc

% THE ORGANIZATION

Number and street (or P.O. box number if mail is not delivered to street address)122 West State Street Room/suite

City or town, state, and ZIP code
Trenton, NJ08608

A Employer identification number

11-3687996

B Telephone number (see page 10 of the instructions)

(609) 984-8333

C If exemption application is pending, check here bullet

D 1. Foreign organizations, check here . bullet

H Check type of organization: Section 501(c)(3) exempt private foundation
Section 4947(a)(1) nonexempt charitable trustOther taxable private foundation 2. Foreign organizations meeting the 85% test,
check here and attach computation bullet

I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16) bullet

$2,869,722J Accounting method: Cash Accrual
Other (specify)
(Part I, column (d) must be on cash basis.)

E If private foundation status was terminated
under section 507(b)(1)(A), check here bullet

F If the foundation is in a 60-month termination
under section 507(b)(1)(B), check here bullet

	Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see page 11 of the instructions).)	(a) Revenue and expenses per books		(b) Net investment income	(c) Adjusted net income	(d) Disbursements for charitable purposes (cash basis only)


1	Contributions, gifts, grants, etc., received (attach schedule)	1,337,691
2	Check
3	Interest on savings and temporary cash investments
4	Dividends and interest from securities......
5a	Gross rents..............	12,979			12,979
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10
b	Gross sales price for all assets on line 6a
7	Capital gain net income (from Part IV, line 2)...			0
8	Net short-term capital gain.........
9	Income modifications...........
10a	Gross sales less returns and allowances
b	Less: Cost of goods sold....
c	Gross profit or (loss) (attach schedule).....
11	Other income (attach schedule).......		75,790		75,790
12	Total. Add lines 1 through 11........	1,426,460		0	88,769
13	Compensation of officers, directors, trustees, etc.	157,498				157,884
14	Other employee salaries and wages......	90,258				90,258
15	Pension plans, employee benefits.......	48,286				48,286
16a	Legal fees (attach schedule).........		17,665			17,665
b	Accounting fees (attach schedule).......		42,706			42,706
c	Other professional fees (attach schedule)....		15,432			15,432
17	Interest...............	50,302				50,302
18	Taxes (attach schedule) (see page 14 of the instructions)		17,661			17,661
19	Depreciation (attach schedule) and depletion...
20	Occupancy..............	34,732				34,732
21	Travel, conferences, and meetings.......	3,404				3,404
22	Printing and publications..........
23	Other expenses (attach schedule).......		935,657			935,657
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	1,413,601		0		1,413,987
25	Contributions, gifts, grants paid........	0				0
26	Total expenses and disbursements. Add lines 24 and 25	1,413,601		0		1,413,987
27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	12,859
b	Net investment income (if negative, enter -0-)			0
c	Adjusted net income (if negative, enter -0-)...				88,769

For Privacy Act and Paperwork Reduction Act Notice, see page 30 of the instructions.

Cat. No. 11289X Form 990-PF (2011)

Form 990-PF (2011)

Page 2

Part II		Balance Sheets	Beginning of year	End of year
Part II		Balance Sheets	(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing...............	192,592	137,169	137,169
	2	Savings and temporary cash investments..........
	3	Accounts receivable 76,809
		Less: allowance for doubtful accounts	75,170	76,809	76,809
	4	Pledges receivable
		Less: allowance for doubtful accounts
	5	Grants receivable.................	227,090	180,925	180,925
	6	Receivables due from officers, directors, trustees, and other
		disqualified persons (attach schedule) (see page 15 of the
		instructions)....................
	7	Other notes and loans receivable (attach schedule)
		Less: allowance for doubtful accounts
	8	Inventories for sale or use...............
	9	Prepaid expenses and deferred charges...........	9,739	6,373	6,373
	10a	Investments—U.S. and state government obligations (attach schedule)
	b	Investments—corporate stock (attach schedule)........
	c	Investments—corporate bonds (attach schedule)........
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans..............
	13	Investments—other (attach schedule)...........
	14	Land, buildings, and equipment: basis 41,480
		Less: accumulated depreciation (attach schedule) 41,480
	15	Other assets (describe )	2,561,873	2,468,446	2,468,446
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	3,066,464	2,869,722	2,869,722
	17	Accounts payable and accrued expenses..........	1,062,295	808,380
	18	Grants payable...................	272,293	182,079
	19	Deferred revenue..................
	20	Loans from officers, directors, trustees, and other disqualified persons	57,244	116,205
	21	Mortgages and other notes payable (attach schedule)......	825,796	1,098,455
	22	Other liabilities (describe )	199,292	2,200
	23	Total liabilities (add lines 17 through 22)..........	2,416,920	2,207,319
		Foundations that follow SFAS 117, check here
		and complete lines 24 through 26 and lines 30 and 31.
	24	Unrestricted....................	574,544	587,403
	25	Temporarily restricted................	75,000	75,000
	26	Permanently restricted................
		Foundations that do not follow SFAS 117, check here
		and complete lines 27 through 31.
	27	Capital stock, trust principal, or current funds.........
	28	Paid-in or capital surplus, or land, bldg., and equipment fund
	29	Retained earnings, accumulated income, endowment, or other funds
	30	Total net assets or fund balances (see page 17 of the
		instructions)....................	649,544	662,403
	31	Total liabilities and net assets/fund balances (see page 17 of
		the instructions)..................	3,066,464	2,869,722

Part III	Analysis of Changes in Net Assets or Fund Balances
1	Total net assets or fund balances at beginning of year—Part II, column (a), line 30 (must agree
	with end-of-year figure reported on prior year’s return)...............	1	649,544
2	Enter amount from Part I, line 27a.....................	2	12,859
3	Other increases not included in line 2 (itemize)	3
4	Add lines 1, 2, and 3..........................	4	662,403
5	Decreases not included in line 2 (itemize)	5
6	Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30.	6	662,403

Form 990-PF (2011)

Page 3

Part IV

Capital Gains and Losses for Tax on Investment Income

(a) List and describe the kind(s) of property sold (e.g., real estate, 2-story brick warehouse; or common stock, 200 shs. MLC Co.)		(b) How acquired P—Purchase D—Donation	(c) Date acquired (mo., day, yr.)	(d) Date sold (mo., day, yr.)
1a
b
c
d
e

(e) Gross sales price		(f) Depreciation allowed (or allowable)	(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a
b
c
d
e

Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69
(i) F.M.V. as of 12/31/69	(j) Adjusted basis as of 12/31/69	(k) Excess of col. (i) over col. (j), if any
a
b
c
d
e

2	Capital gain net income or (net capital loss)	If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line 7	2
3	Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
	If gain, also enter in Part I, line 8, column (c) (see pages 13 and 17 of the instructions). If (loss), enter -0- in Part I, line 8 . . . . . . . . . . . . .		3

Part V

Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income

(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.

Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period? Yes No

If “Yes,” the foundation does not qualify under section 4940(e). Do not complete this part.

1 Enter the appropriate amount in each column for each year; see page 18 of the instructions before making any entries.
(a) Base period years Calendar year (or tax year beginning in)	(b) Adjusted qualifying distributions	(c) Net value of noncharitable-use assets	(d) Distribution ratio (col. (b) divided by col. (c))
2010	1,452,043	3,127,515	0.46428
2009	491,102	1,308,858	0.375214
2008	586,647	135,520	4.328859
2007	673,581	61,308	10.986837
2006	625,020	75,124	8.319845

2	Total of line 1, column (d) ......................	2	24.475035
3	Average distribution ratio for the 5-year base period—divide the total on line 2 by 5, or by the number of years the foundation has been in existence if less than 5 years. . .	3	4.895007
4	Enter the net value of noncharitable-use assets for 2011 from Part X, line 5.....	4	2,853,972
5	Multiply line 4 by line 3.......................	5	13,970,213
6	Enter 1% of net investment income (1% of Part I, line 27b)...........	6	0
7	Add lines 5 and 6.........................	7	13,970,213
8	Enter qualifying distributions from Part XII, line 4..............	8	1,413,987
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See the Part VI instructions on page 18.

Form 990-PF (2011)

Page 4

Part VI

Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see page 18 of the instructions)

1a	Exempt operating foundations described in section 4940(d)(2), check hereand enter “N/A” on line 1.
	Date of ruling or determination letter: (attach copy of letter if necessary–see instructions)
b	Domestic foundations that meet the section 4940(e) requirements in Part V, check	1	0
	hereand enter 1% of Part I, line 27b...................
c	All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2	Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-)	2
3	Add lines 1 and 2............................	3	0
4	Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-).	4
5	Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- .....	5	0
6	Credits/Payments:

a	2011 estimated tax payments and 2010 overpayment credited to 2011	6a
b	Exempt foreign organizations—tax withheld at source.......	6b
c	Tax paid with application for extension of time to file (Form 8868)	6c
d	Backup withholding erroneously withheld ...........	6d

7	Total credits and payments. Add lines 6a through 6d..............		7	0
8	Enter any penalty for underpayment of estimated tax. Check hereif Form 2220 is attached.		8
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9	0
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10
11	Enter the amount of line 10 to be: Credited to 2012 estimated tax	Refunded	11

Part VII-A

Statements Regarding Activities

During the tax year, did the foundation attempt to influence any national, state, or local legislation or did

Yes

it participate or intervene in any political campaign? ....................

Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see page 19 of

the instructions for definition)?............................

If the answer is “Yes” to 1a or 1b, attach a detailed description of the activities and copies of any materials

published or distributed by the foundation in connection with the activities.

Did the foundation file Form 1120-POL for this year?.....................

Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:

(1) On the foundation. bullet

$ (2) On foundation managers. bullet

Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed

on foundation managers. bullet

Has the foundation engaged in any activities that have not previously been reported to the IRS?.......

If “Yes,” attach a detailed description of the activities.

Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles

of incorporation, or bylaws, or other similar instruments? If “Yes,” attach a conformed copy of the changes....

Did the foundation have unrelated business gross income of $1,000 or more during the year?........

If “Yes,” has it filed a tax return on Form 990-T for this year?...................

Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........

If “Yes,” attach the statement required by General Instruction T.

Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:

By language in the governing instrument, or

By state legislation that effectively amends the governing instrument so that no mandatory directions

that conflict with the state law remain in the governing instrument?................

Yes

Did the foundation have at least $5,000 in assets at any time during the year? If “Yes,” complete Part II, col. (c), and Part XV.

Yes

Enter the states to which the foundation reports or with which it is registered (see page 19 of the

instructions) bullet

If the answer is “Yes” to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney

General (or designate) of each state as required by General Instruction G? If “No,” attach explanation .

Yes

Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)

or 4942(j)(5) for calendar year 2011 or the taxable year beginning in 2011 (see instructions for Part XIV on

page 27)? If “Yes,” complete Part XIV..........................

Yes

Did any persons become substantial contributors during the tax year? If “Yes,” attach a schedule listing their names and addresses.

At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the

meaning of section 512(b)(13)? If "Yes," attach schedule. (see page 20 of the instructions) Click to see list of attachments

.......

Yes

Did the foundation acquire a direct or indirect interest in any applicable insurance contract before August 17, 2008?

Did the foundation comply with the public inspection requirements for its annual returns and exemption application?

Yes

Website address bullet

www.ecityworks.com

The books are in care of bullet

THE ORGANIZATION Telephone no. bullet

(609) 984-8333

Located at bullet

122 WEST STATE STREETTRENTONNJ ZIP+4 bullet

08608

Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —Check here......... bullet

and enter the amount of tax-exempt interest received or accrued during the year ...... bullet

At any time during calendar year 2011, did the foundation have an interest in or a signature or other authority over

a bank, securities, or other financial account in a foreign country? .................

See page 20 of the instructions for exceptions and filing requirements for Form TD F 90-22.1. If "Yes", enter the name of the foreign country bullet

Form 990-PF (2011)

Page 5

Part VII-B

Statements Regarding Activities for Which Form 4720 May Be Required

File Form 4720 if any item is checked in the “Yes” column, unless an exception applies.

Yes

During the year did the foundation (either directly or indirectly):

(1) Engage in the sale or exchange, or leasing of property with a disqualified person? YesNo

(2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)

a disqualified person?.........................YesNo

(3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? YesNo

(4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? YesNo

(5) Transfer any income or assets to a disqualified person (or make any of either available

for the benefit or use of a disqualified person)?.................YesNo

(6) Agree to pay money or property to a government official? (Exception. Check “No”

if the foundation agreed to make a grant to or to employ the official for a period

after termination of government service, if terminating within 90 days.).........YesNo

If any answer is “Yes” to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations

section 53.4941(d)-3 or in a current notice regarding disaster assistance (see page 20 of the instructions)?...

Organizations relying on a current notice regarding disaster assistance check here......... bullet

Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,

that were not corrected before the first day of the tax year beginning in 2011?.............

Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private

operating foundation defined in section 4942(j)(3) or 4942(j)(5)):

At the end of tax year 2011, did the foundation have any undistributed income (lines 6d

and 6e, Part XIII) for tax year(s) beginning before 2011?...............YesNo

If “Yes,” list the years bullet

20, 20, 20, 20

Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)

(relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)

to all years listed, answer “No” and attach statement—see page 20 of the instructions.) .........

If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.

20, 20, 20, 20

Did the foundation hold more than a 2% direct or indirect interest in any business

enterprise at any time during the year?.....................YesNo

If “Yes,” did it have excess business holdings in 2011 as a result of (1) any purchase by the foundation

or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved

by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)

the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine

if the foundation had excess business holdings in 2011.)....................

Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?

Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its

charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2011?

During the year did the foundation pay or incur any amount to:

(1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? YesNo

(2) Influence the outcome of any specific public election (see section 4955); or to carry

on, directly or indirectly, any voter registration drive?...............YesNo

(3) Provide a grant to an individual for travel, study, or other similar purposes? YesNo

(4) Provide a grant to an organization other than a charitable, etc., organization described

in section 509(a)(1), (2), or (3), or section 4940(d)(2)? (see page 22 of the instructions)...YesNo

(5) Provide for any purpose other than religious, charitable, scientific, literary, or

educational purposes, or for the prevention of cruelty to children or animals?........YesNo

If any answer is “Yes” to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in

Regulations section 53.4945 or in a current notice regarding disaster assistance (see page 22 of the instructions)?

Organizations relying on a current notice regarding disaster assistance check here......... bullet

If the answer is “Yes” to question 5a(4), does the foundation claim exemption from the

tax because it maintained expenditure responsibility for the grant?............YesNo

If “Yes,” attach the statement required by Regulations section 53.4945–5(d).

Did the foundation, during the year, receive any funds, directly or indirectly, to pay

premiums on a personal benefit contract?....................YesNo

Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract?....

If “Yes” to 6b, file Form 8870.

At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction? YesNo

If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....

Form 990-PF (2011)

Page 6

Part VIII

Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
and Contractors

1 List all officers, directors, trustees, foundation managers and their compensation (see page 22 of the instructions).
(a) Name and address	(b) Title, and average hours per week devoted to position	(c) Compensation (If not paid, enter -0-)	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances
Tom Clark	Executive Director 40.0	157,498	7,894	0
122 West State Street Trenton,NJ08608	Executive Director 40.0	157,498	7,894	0
Christiana Foglio	Trustee 1.0	0	0	0
122 West State Street Trenton,NJ08608	Trustee 1.0	0	0	0
David Scheck	trustee 1.0	0	0	0
122 West State Street Trenton,NJ08608	trustee 1.0	0	0	0
Preston Pinkett III	Trustee 1.0	0	0	0
122 West State Street Trenton,NJ08608	Trustee 1.0	0	0	0
Mark Murphy	PRESIDENT 1.0	0	0	0
122 West State Street Trenton,NJ08608	PRESIDENT 1.0	0	0	0
Reginald Ross	TRUSTEE 1.0	0	0	0
122 West State Street Trenton,NJ08608	TRUSTEE 1.0	0	0	0

2 Compensation of five highest-paid employees (other than those included on line 1—see page 23 of the instructions). If none, enter “NONE.”
(a) Name and address of each employee paid more than $50,000	(b) Title, and average hours per week devoted to position	(c) Compensation	(d) Contributions to employee benefit plans and deferred compensation	(e) Expense account, other allowances










Total number of other employees paid over $50,000...................

3 Five highest-paid independent contractors for professional services (see page 23 of the instructions). If none, enter "NONE".
(a) Name and address of each person paid more than $50,000	(b) Type of service	(c) Compensation

Total number of others receiving over $50,000 for professional services............. bullet

Part IX-A

Summary of Direct Charitable Activities

List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc.		Expenses
1	ASSISTING NON-PROFIT ORGANIZATIONS IN DEVELOPING COMMERCIAL REAL ESTATE PROJECTS IN ECONOMICALLY-DISTRESSED NEIGHBORHOODS THROUGHOUT NEW JERSEY.	907,657
2


3


4

Form 990-PF (2011)

Page 7

Part IX-B

Summary of Program-Related Investments (see page 23 of the instructions)

Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2.		Amount
1	N/A
2


All other program-related investments. See page 24 of the instructions.
3

Total. Add lines 1 through 3.......................... bullet

Part X

Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,
see page 24 of the instructions.)

Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,

purposes:

Average monthly fair market value of securities...................

Average of monthly cash balances.......................

164,881

Fair market value of all other assets (see page 24 of the instructions)............

2,732,553

Total (add lines 1a, b, and c).........................

2,897,434

Reduction claimed for blockage or other factors reported on lines 1a and

1c (attach detailed explanation) .............

Acquisition indebtedness applicable to line 1 assets..................

Subtract line 2 from line 1d.........................

2,897,434

Cash deemed held for charitable activities. Enter 1 1⁄2% of line 3 (for greater amount, see page 25

of the instructions) ...........................

43,462

Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4

2,853,972

Minimum investment return. Enter 5% of line 5..................

142,699

Part XI

Distributable Amount (see page 25 of the instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here bullet

and do not complete this part.)

Minimum investment return from Part X, line 6....................

Tax on investment income for 2011 from Part VI, line 5......

Income tax for 2011. (This does not include the tax from Part VI.)...

Add lines 2a and 2b............................

Distributable amount before adjustments. Subtract line 2c from line 1............

Recoveries of amounts treated as qualifying distributions................

Add lines 3 and 4............................

Deduction from distributable amount (see page 25 of the instructions)...........

Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII,

line 1................................

Part XII

Qualifying Distributions (see page 25 of the instructions)

Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:

Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........

1,413,987

Program-related investments—total from Part IX-B..................

Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,

purposes...............................

Amounts set aside for specific charitable projects that satisfy the:

Suitability test (prior IRS approval required)....................

Cash distribution test (attach the required schedule) .................

Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4

1,413,987

Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment

income. Enter 1% of Part I, line 27b (see page 26 of the instructions)............

Adjusted qualifying distributions. Subtract line 5 from line 4..............

1,413,987

Note: The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for
the section 4940(e) reduction of tax in those years.

Form 990-PF (2011)

Page 8

Part XIII

Undistributed Income (see page 26 of the instructions)

		(a) Corpus	(b) Years prior to 2010	(c) 2010	(d) 2011
1 Distributable amount for 2011 from Part XI, line 7					0
2 Undistributed income, if any, as of the end of 2011:
a Enter amount for 2010 only.......				0
b Total for prior years:2009, 2008, 2007			0
3 Excess distributions carryover, if any, to 2011:
a From 2006.......
b From 2007.......
c From 2008.......	586,647
d From 2009.......	491,102
e From 2010.......	1,452,043
fTotal of lines 3a through e.........		2,529,792
4Qualifying distributions for 2011 from Part
XII, line 4: $ 1,413,987
a Applied to 2010, but not more than line 2a				0
b Applied to undistributed income of prior years (Election required—see page 26 of the instructions)
c Treated as distributions out of corpus (Election required—see page 26 of the instructions)...
d Applied to 2011 distributable amount.....
e Remaining amount distributed out of corpus		1,413,987
5 Excess distributions carryover applied to 2011.
(If an amount appears in column (d), the same amount must be shown in column (a).)
6Enter the net total of each column as indicated below:
a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5		3,943,779
b Prior years’ undistributed income. Subtract line 4b from line 2b ...........			0
c Enter the amount of prior years’ undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed......
d Subtract line 6c from line 6b. Taxable amount—see page 27 of the instructions ...			0
e Undistributed income for 2010. Subtract line 4a from line 2a. Taxable amount—see page 27 of the instructions ...........				0
f Undistributed income for 2011. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2011 ..........					0
7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(F) or 4942(g)(3) (see page 27 of the instructions) ...........
8Excess distributions carryover from 2006 not applied on line 5 or line 7 (see page 27 of the instructions) .............
9Excess distributions carryover to 2012. Subtract lines 7 and 8 from line 6a ......		3,943,779
10 Analysis of line 9:
a Excess from 2007....
b Excess from 2008....	586,647
c Excess from 2009....	491,102
d Excess from 2010....	1,452,043
e Excess from 2011....	1,413,987

Form 990-PF (2011)

Page 9

Part XIV

Private Operating Foundations (see page 27 of the instructions and Part VII-A, question 9)

1a If the foundation has received a ruling or determination letter that it is a private operating
foundation, and the ruling is effective for 2011, enter the date of the ruling....... bullet

2003-08-27

b Check box to indicate whether the organization is a private operating foundation described in section4942(j)(3) or4942(j)(5)

2a Enter the lesser of the adjusted net income from Part I or the minimum investment return from Part X for each year listed ..........	Tax year	Prior 3 years			(e) Total
	(a) 2011	(b) 2010	(c) 2009	(d) 2008	(e) Total
	88,769	31,650	65,443	6,776	192,638
b 85% of line 2a .........	75,454	26,903	55,627	5,760	163,744
c Qualifying distributions from Part XII, line 4 for each year listed .....	1,413,987	1,452,043	491,102	586,647	3,943,779
d Amounts included in line 2c not used directly for active conduct of exempt activities ....
e Qualifying distributions made directly for active conduct of exempt activities. Subtract line 2d from line 2c ....	1,413,987	1,452,043	491,102	586,647	3,943,779
3 Complete 3a, b, or c for the alternative test relied upon:
a “Assets” alternative test—enter:
(1) Value of all assets ......	2,869,722	3,066,464	6,466,508	1,503,704	13,906,398
(2) Value of assets qualifying under section 4942(j)(3)(B)(i)					0
b “Endowment” alternative test— enter 2⁄3 of minimum investment return shown in Part X, line 6 for each year listed...	142,699	104,251	43,629	4,517	295,096
c “Support” alternative test—enter:
(1) Total support other than gross investment income (interest, dividends, rents, payments on securities loans (section 512(a)(5)), or royalties) ....	88,769	293,073	590,248	420,071	1,392,161
(2) Support from general public and 5 or more exempt organizations as provided in section 4942(j)(3)(B)(iii)....	1,337,691	1,494,541	616,694	362,990	3,811,916
(3) Largest amount of support from an exempt organization	150,000	150,000	200,000	200,000	700,000
(4) Gross investment income	0	0	0	0	0

Part XV

Supplementary Information (Complete this part only if the organization had $5,000 or more in
assets at any time during the year—see page 27 of the instructions.)

1Information Regarding Foundation Managers:

aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)

bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.

2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:

Check here bullet

if the foundation only makes contributions to preselected charitable organizations and does not accept
unsolicited requests for funds. If the foundation makes gifts, grants, etc. (see page 28 of the instructions) to individuals or organizations
under other conditions, complete items 2a, b, c, and d.

aThe name, address, and telephone number of the person to whom applications should be addressed:

bThe form in which applications should be submitted and information and materials they should include:

cAny submission deadlines:

dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
factors:

Form 990-PF (2011)

Page 10

Part XV

Supplementary Information (continued)

3 Grants and Contributions Paid During the Year or Approved for Future Payment
Recipient	If recipient is an individual, show any relationship to any foundation manager or substantial contributor	Foundation status of recipient	Purpose of grant or contribution	Amount
Name and address (home or business)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year

Total ................................. 3a

bApproved for future payment

Total ................................. 3b

Form 990-PF (2011)

Page 11

Part XVI-A

Analysis of Income-Producing Activities

Enter gross amounts unless otherwise indicated.	Unrelated business income		Excluded by section 512, 513, or 514		(e) Related or exempt function income (See page 28 of the instructions.)
1Program service revenue:	(a) Business code	(b) Amount	(c) Exclusion code	(d) Amount
a
b
c
d
e
f
gFees and contracts from government agencies
2 Membership dues and assessments....
3Interest on savings and temporary cash investments
4 Dividends and interest from securities....
5 Net rental income or (loss) from real estate:
aDebt-financed property......
bNot debt-financed property.....
6Net rental income or (loss) from personal property
7 Other investment income.....
8Gain or (loss) from sales of assets other than inventory
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory..
11 Other revenue: aCONSULTING INCOME					38,533
bMANAGEMENT FEE INCOME					37,257
c
d
e
12 Subtotal. Add columns (b), (d), and (e)..					75,790

13Total. Add line 12, columns (b), (d), and (e)..................

1375,790

(See worksheet in line 13 instructions on page 28 to verify calculations.)

Part XVI-B

Relationship of Activities to the Accomplishment of Exempt Purposes

Line No.	Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to the accomplishment of the organization’s exempt purposes (other than by providing funds for such purposes). (See page 28 of the instructions.)
11	ADVISING AND ASSISTING COMMUNITY DEVELOPMENT CORPORATION IN RESPONDING TO THE NEED AND OPPORTUNITY FOR MORE VIBRANT, ECONOMICALLY VIABLE COMMERCIAL AND INDUSTRIAL AREAS IN LOW-INCOME COMMUNITIES IN NJ.

Form 990-PF (2011)

Page 12

Part XVII

Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations

Did the organization directly or indirectly engage in any of the following with any other organization described in section

Yes

501(c) of the Code (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?

Transfers from the reporting foundation to a noncharitable exempt organization of:

(1) Cash...................................

1a(1)

(2) Other assets.................................

1a(2)

Other transactions:

(1) Sales of assets to a noncharitable exempt organization....................

1b(1)

(2) Purchases of assets from a noncharitable exempt organization..................

1b(2)

(3) Rental of facilities, equipment, or other assets.......................

1b(3)

(4) Reimbursement arrangements...........................

1b(4)

(5) Loans or loan guarantees.............................

1b(5)

(6) Performance of services or membership or fundraising solicitations................

1b(6)

Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............

If the answer to any of the above is “Yes,” complete the following schedule. Column (b) should always show the fair market value
of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.

(a) Line No.	(b) Amount involved	(c) Name of noncharitable exempt organization	(d) Description of transfers, transactions, and sharing arrangements

Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
described in section 501(c) of the Code (other than section 501(c)(3)) or in section 527?...........YesNo

If “Yes,” complete the following schedule.

(a) Name of organization	(b) Type of organization	(c) Description of relationship

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer or fiduciary) is based on all information of which preparer has any knowledge.

	Signature of officer or trustee	Date	Title

Preparer's Signature	Date	Check if self- employed	PTIN
Firm's name Firm's address		Firm's EIN
		Phone no.

Form 990-PF (2011)

Additional Data

Software ID:
Software Version:

Form 990PF - Special Condition Description:

Special Condition Description

- TIN:

Schedule B
(Form 990, 990-EZ,
or 990-PF)

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

Attach to Form 990, 990-EZ, or 990-PF.

OMB No. 1545-0047

2011

Name of organization

CityWorks Inc

Employer identification number

11-3687996

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

4947(a)(1) nonexempt charitable trust not treated as a private foundation

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

4947(a)(1) nonexempt charitable trust treated as a private foundation

501(c)(3) taxable private foundation

Check if your organization is covered by the General Rule or a Special Rule.
Note. Only a section 501(c)(7), (8), or (10) organization can check boxes for both the General Rule and a Special Rule. See instructions.

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, $5,000 or more (in money or
property) from any one contributor. Complete Parts I and II.

Special Rules

For a section 501(c)(3) organization filing Form 990 or 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi), and received from any one contributor, during the year, a contribution of the
greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

For a section 501(c)(7), (8), or (10) organization filing Form 990, or 990-EZ that received from any one contributor,
during the year, total contributions of more than $1,000 for use exclusively for religious, charitable,
scientific, literary, or educational purposes, or the prevention of cruelty to children or animals. Complete Parts I, II, and
III.

For a section 501(c)(7), (8), or (10) organization filing Form 990, or 990-EZ that received from any one contributor,
during the year, contributions for use exclusively for religious, charitable, etc., purposes, but these contributions did
not total to more than $1,000. If this box is checked, enter here the total contributions that were received during
the year for an exclusively religious, charitable, etc., purpose. Do not complete any of the parts unless the General Rule
applies to this organization because it received nonexclusively religious, charitable, etc., contributions of $5,000 or more
during the year. ......................... Arrow Bullet

Caution. An Organization that is not covered by the General Rule and/or the Special Rules does not file Schedule B (Form 990,
990-EZ, or 990-PF), but it must answer “No” on Part IV, line 2, of its Form 990; or check the box on line H of its
Form 990-EZ or on Part I, line 2, of its Form 990-PF, to certify that it does not meet the filing requirements of Schedule B (Form 990,
990-EZ, or 990-PF).

For Paperwork Reduction Act Notice, see the Instructions
for Form 990, 990-EZ, or 990-PF.

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2011)

Page 2

Name of organization CityWorks Inc
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)
Part I	Contributors (see Instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
1	Wachovia Regional Foundation 123 South Broad St Philadelphia, PA 19109	$54,000	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
2	Garfield Foundation 208 Wareham Rd Marion, MA 02738	$150,000	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
3	princeton area community foundation 15 princess road lawernceville, NJ 08648	$25,000	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
4	NRTC 94 Church St Suite 303 New Brunswick, NJ 08901	$385,897	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
5	njdca 101 South Broad Street 5th Floor Trenton, NJ 086250806	$8,000	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II if there is a noncash contribution.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)

Page 3

Name of organization CityWorks Inc
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)
Part II	Noncash Property (see Instructions). Use duplicate copies of Part II if additional space is needed.
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
(a) No. from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions).	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2011)

Page 4

Schedule B (Form 990, 990-EZ, or 990-PF) (2011)

Name of organization
CityWorks Inc

Employer identification number

11-3687996

Part III

Exclusively religious, charitable, etc., individual contributions to section 501(c)(7), (8), or (10) organizations
that total more than $1,000 for the year. Complete columns (a) through (e) and the following line entry.
For organizations completing Part III, enter the total of exclusively religious, charitable, etc.,
contributions of $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet

$
Use duplicate copies of Part III if additional space is needed

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

(a) No.
from
Part I

(b)
Purpose of gift

(d)
Description of how gift is held

(e) Transfer of gift
Transferee's name, address, and ZIP 4	Relationship of transferor to transferee

Schedule B (Form 990, 990-EZ, or 990-PF) (2011)

Additional Data

Software ID:
Software Version:

- TIN:

Note: To capture the full content of this document, please select landscape mode (11" x 8.5") when printing.

TY 2011 DepreciationSchedule

Name:

CityWorks Inc

EIN: 11-3687996

Description of Property	Date Acquired	Cost or Other Basis	Prior Years' Depreciation	Computation Method	Rate / Life (# of years)
FURNITURE & FIXTUR	2007-03-30	12,594	12,594	SL	5
EQUIPMENT	2007-03-30	10,765	10,765	SL	5
LEASEHOLD IMPR	2007-03-30	18,121	18,121	SL	5

- TIN:

TY 2011 LandEtcSchedule2

Name:

CityWorks Inc

EIN: 11-3687996

Category / Item	Cost / Other Basis	Accumulated Depreciation
FURNITURE & FIXTUR	12,594	12,594
EQUIPMENT	10,765	10,765
LEASEHOLD IMPR	18,121	18,121

- TIN:

TY 2011 MortgagesAndNotesPayableSch

Name:

CityWorks Inc

EIN: 11-3687996

Total Mortgage Amount: 1098455

Item No.	1
Lender's Name	NJ COMMUNITY CAPITAL
Lender's Title
Relationship to Insider
Original Amount of Loan	100000
Balance Due	65000
Date of Note	2007-03
Maturity Date	2013-10
Repayment Terms
Interest Rate	2.0
Security Provided by Borrower	CITYWORK'S ASSETS
Purpose of Loan
Description of Lender Consideration
Consideration FMV

Item No.	2
Lender's Name	NJ DEPARTMENT OF COMMUNITY AFFAIRS
Lender's Title
Relationship to Insider
Original Amount of Loan	50000
Balance Due	50000
Date of Note	2007-12
Maturity Date	2009-11
Repayment Terms	NEGOTIATING NEW REPAYMENT TERMS
Interest Rate
Security Provided by Borrower
Purpose of Loan	CONSTRUCTION
Description of Lender Consideration
Consideration FMV

Item No.	3
Lender's Name	NJ COMMUNITY CAPITAL
Lender's Title
Relationship to Insider
Original Amount of Loan	150680
Balance Due	150680
Date of Note
Maturity Date	2011-04
Repayment Terms	CURRENTLY RENEGOTIATING REPAYMENT TERMS
Interest Rate	5.0
Security Provided by Borrower
Purpose of Loan	CITYWORKS, INC. ASSETS
Description of Lender Consideration
Consideration FMV

Item No.	4
Lender's Name	REINVESTMENT FUND
Lender's Title
Relationship to Insider
Original Amount of Loan	50000
Balance Due	50000
Date of Note
Maturity Date	2011-01
Repayment Terms	NEGOTIATING NEW REPAYMENT TERMS
Interest Rate	5.0
Security Provided by Borrower
Purpose of Loan	CITYWORKS, INC. ASSETS
Description of Lender Consideration
Consideration FMV

Item No.	5
Lender's Name	PRUDENTIAL FOUNDATION
Lender's Title
Relationship to Insider
Original Amount of Loan	156250
Balance Due	333551
Date of Note
Maturity Date	2017-09
Repayment Terms
Interest Rate	5.0
Security Provided by Borrower
Purpose of Loan
Description of Lender Consideration
Consideration FMV

Item No.	6
Lender's Name	NJ COMMUNITY CAPITAL
Lender's Title
Relationship to Insider
Original Amount of Loan	276539
Balance Due	280000
Date of Note	2008-09
Maturity Date	2012-01
Repayment Terms	RENEGOTIATING REPAYMENT TERMS
Interest Rate	6.5
Security Provided by Borrower	CITYWORKS ASSETS
Purpose of Loan
Description of Lender Consideration
Consideration FMV

Item No.	7
Lender's Name	NJ COMMUNITY CAPITAL
Lender's Title
Relationship to Insider
Original Amount of Loan	300000
Balance Due	0
Date of Note	2010-04
Maturity Date	2011-10
Repayment Terms	CURRENTLY RENEGOTIATING TERMS
Interest Rate	8.5
Security Provided by Borrower	CITYWORKS ASSETS
Purpose of Loan
Description of Lender Consideration
Consideration FMV

Item No.	8
Lender's Name	NEW JERSEY COMMUNITY CAPITAL
Lender's Title
Relationship to Insider
Original Amount of Loan	169224
Balance Due	169224
Date of Note
Maturity Date	2017-12
Repayment Terms
Interest Rate	8.5
Security Provided by Borrower	HAVING FIRST PRIORITY TO THE FEDERAL ENERGY CREDIT
Purpose of Loan
Description of Lender Consideration
Consideration FMV

- TIN:

TY 2011 OtherAssetsSchedule

Name:

CityWorks Inc

EIN: 11-3687996

Description	Beginning of Year - Book Value	End of Year - Book Value	End of Year - Fair Market Value
SECURITY DEPOSITS	3,300	5,339	5,339
WEST LAKE PROJECT COSTS	268,873	266,379	266,379
INVESTMENT IN PROJECTS	56,713	79,014	79,014
DUE FROM INTERCOMPANY	1,075,159	941,878	941,878
CARTARET PROJECT COSTS	1,095,530	924,000	924,000
SOLAR PROJECT COSTS	37,311	221,787	221,787
STOCKTON PROJECT COSTS	24,987	30,049	30,049

- TIN:

TY 2011 OtherExpensesSchedule

Name:

CityWorks Inc

EIN: 11-3687996

Description	Revenue and Expenses per Books	Disbursements for Charitable Purposes
ADVERTISING	17,170	17,170
DIRECT REDEVELOPMENT	836,977	836,977
EQUIPMENT RENTALS	898	898
INSURANCE	34,387	34,387
LICENSE & FEES	8,444	8,444
MISCELLANEOUS	3,594	3,594
OFFICE EXPENSE	31,762	31,762
FUNDRAISING CONSULTANT	2,425	2,425

- TIN:

TY 2011 OtherIncomeSchedule2

Name:

CityWorks Inc

EIN: 11-3687996

Description	Revenue And Expenses Per Books	Net Investment Income	Adjusted Net Income
management fee	37,257		37,257
Consulting income	38,533		38,533

- TIN:

TY 2011 OtherLiabilitiesSchedule

Name:

CityWorks Inc

EIN: 11-3687996

Description	Beginning of Year - Book Value	End of Year - Book Value
RENTAL PROPERTY SECURITY DEPOS	2,200	2,200
DUE TO AFFILIATE	197,092	0

- TIN:

TY 2011 TaxesSchedule

Name:

CityWorks Inc

EIN: 11-3687996

Category	Amount	Net Investment Income	Adjusted Net Income	Disbursements for Charitable Purposes
PAYROLL TAXES	17,661			17,661

- TIN:

TY 2011 TransfersFrmControlledEntities

Name:

CityWorks Inc

EIN: 11-3687996

Name	US / Foreign Address	EIN	Description	Amount
CityWorks Neptune Office LLC	122 WEST STATE STREET Trenton,NJ08608	26-2560994	Due to Cityworks Neptune Office, LLC from intercompany transactions	0
Total

- TIN:

TY 2011 TransfersToControlledEntities

Name:

CityWorks Inc

EIN: 11-3687996

Name	US / Foreign Address	EIN	Description	Amount
CityWorks West Lake LLC	122 WEST STATE STREET Trenton,NJ08608	20-3037157	Due From Cityworks West Lake, LLC from intercompany transactions	0
Total