TY 2012 Form 990

- TIN:

Form990

Department of the Treasury
Internal Revenue Service

Return of Organization Exempt From Income Tax

Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except black lung benefit trust or private foundation)

The organization may have to use a copy of this return to satisfy state reporting requirements.

OMB No. 1545-0047

2012

Open to Public Inspection

A For the 2012 calendar year, or tax year beginning 07-01-2012 , 2012, and ending 06-30-2013

BCheck if applicable: Address change Name change Initial return Terminated Amended return Application pending

CName of organization
QUEENSCARE

Doing Business As

Number and street (or P.O. box if mail is not delivered to street address)
1300 N VERMONT AVENUE

Room/suite

City or town, state or country, and ZIP + 4
LOS ANGELES, CA90027

D Employer identification number

95-1644040

E Telephone number

G Gross receipts $ 36,498,806

F Name and address of principal officer:
BARBARA B HINES
1300 N VERMONT AVE STE 1002
LOS ANGELES,CA90027

Tax-exempt status: 501(c)(3) 501(c) ( ) LeftBullet

(insert no.) 4947(a)(1) or 527

Website:

www.queenscare.org

H(a)

Is this a group return for
affiliates? Yes No

H(b)

Are all affiliates included?

Yes No

If "No," attach a list. (see instructions)

H(c)

Group exemption number MediumBullet

K Form of organization: Corporation Trust Association Other MediumBullet

L Year of formation: 1936

M State of legal domicile: CA

Part I

Summary

1	Briefly describe the organization’s mission or most significant activities: QUEENSCARE PROVIDES A CONTINUUM OF HIGH QUALITY MEDICAL AND HOSPITAL CARE TO THE MEDICALLY UNDERSERVED (INDIGENT, UNINSURED, UNDERINSURED) RESIDENTS OF LOS ANGELES COUNTY, CALIFORNIA
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	15
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	13
5	Total number of individuals employed in calendar year 2011 (Part V, line 2a) ......	5	61
6	Total number of volunteers (estimate if necessary) .............	6	0
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	719,858
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b	2,473

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	606,482	602,900
9	Program service revenue (Part VIII, line 2g) .........	317,763	187,956
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	6,660,341	22,408,012
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	429,564	515,569
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	8,014,150	23,714,437
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	9,630,795	8,042,264
14	Benefits paid to or for members (Part IX, column (A), line 4).....		0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	3,487,729	3,432,491
16a	Professional fundraising fees (Part IX, column (A), line 11e).....		0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	7,577,422	7,806,134
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	20,695,946	19,280,889
19	Revenue less expenses. Subtract line 18 from line 12.......	-12,681,796	4,433,548
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	383,055,000	397,747,053
21	Total liabilities (Part X, line 26).............	12,135,000	9,150,125
22	Net assets or fund balances. Subtract line 21 from line 20.....	370,920,000	388,596,928

Part II

Signature Block

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 officer) is based on all information of which preparer has any knowledge.

Sign Here

	Signature of officer	Date

	Type or print name and title

Paid Preparer Use Only

Print/Type preparer's name

Preparer's signature

Date

Check if
self-employed

PTIN

Firm's name MediumBullet

Firm's EIN MediumBullet

Firm's address MediumBullet

Phone no.

May the IRS discuss this return with the preparer shown above? (see instructions) ............YesNo

For Paperwork Reduction Act Notice, see the separate instructions.

Cat. No. 11282Y

Form 990 (2012)

Page 2

Part III

Statement of Program Service Accomplishments

Check if Schedule O contains a response to any question in this Part III ...............

Briefly describe the organization’s mission: QUEENSCARE PROVIDES A CONTINUUM OF HIGH

Did the organization undertake any significant program services during the year which were not listed on
the prior Form 990 or 990-EZ? ...................... Yes No

If “Yes,” describe these new services on Schedule O.

Did the organization cease conducting, or make significant changes in how it conducts, any program services? ............................ Yes No

If “Yes,” describe these changes on Schedule O.

Describe the organization’s program service accomplishments for each of its three largest program services, as measured by expenses. Section 501(c)(3) and 501(c)(4) organizations are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported.


4a	(Code: ) (Expenses $ 5,110,315 including grants of $ ) (Revenue $ )
	QUEENSCARE OPERATES JOINTLY WITH QUEENSCARE HEALTH CENTERS TO PROVIDE A NETWORK OF SIX FREESTANDING FAMILY HEALTHCARE CENTERS IN AREAS OF LOS ANGELES COUNTY THAT ARE MEDICALLY UNDERSERVED. THE HEALTH CENTERS PROVIDE SERVICES TO ALL PATIENTS WITHOUT REGARD TO ABILITY TO PAY. EACH HEALTH CENTER IS AN APPROVED MEDICAID AND MEDICARE PROVIDER. THE CLINICS PROVIDE FREE MEDICAL CARE FOR THOSE WHO DO NOT HAVE THE FINANCIAL RESOURCES OR COVERAGE BY HEALTH PLANS, INSURANCE, OR GOVERNMENT PROGRAMS. THE CLINICS PROVIDE PREVENTIVE, DIAGNOSTIC, AND FOLLOW-UP MEDICAL AND DENTAL CARE TO THE RESIDENTS OF LOW-INCOME COMMUNITIES. DURING 2012-2013, THE HEALTH CENTERS SERVED APPROXIMATELY 28,000 PATIENTS WHICH ACCOUNTED FOR 118,000 VISITS. QUEENSCARE ALSO PROVIDES MOBILE VISION AND DENTAL PROGRAMS TO LOW-INCOME SCHOOL COMMUNITIES THROUGH LAUSD, THE LOCAL SCHOOL DISTRICT, WITH VISION SCREENINGS AND 4 MOBILE FULLY EQUIPPED DENTAL VANS. IN PARTNERSHIP WITH THE HEALTH CENTERS, QUEENSCARE PROVIDES FUNDING FOR A PERINATAL SERVICE FOR HIGH-RISK PREGNANCIES.

4b	(Code: ) (Expenses $ 6,347,179 including grants of $ 4,787,992 ) (Revenue $ )
	TO SUPPORT THE OPERATION OF THE QUEENSCARE HEALTH CENTERS AND TO FURTHER THE ORGANIZATION'S EXEMPT PURPOSE OF PROVIDING MEDICAL CARE TO THE UNDERPRIVILEGED AND INDIGENT RESIDENTS OF LOS ANGELES COUNTY, QUEENSCARE PROVIDES THE FOLLOWING MEDICAL CARE SUPPORT SERVICES IN COORDINATION WITH THE SERVICES PROVIDED BY THE HEALTH CENTERS: INPATIENT AND OUTPATIENT HEALTHCARE SERVICES; CONTRACTS WITH SPECIALISTS TO PROVIDE ALL FIELDS OF MEDICAL CARE; AND PASTORAL CARE TO ALL FAITHS.

4c	(Code: ) (Expenses $ 1,415,111 including grants of $ ) (Revenue $ 187,956 )
	QUEENSCARE HEALTH & FAITH PARTNERSHIP PROVIDES THE LARGEST PARISH NURSE PROGRAM IN CALIFORNIA. 18 FULL-TIME REGISTERED NURSES AND 4 STAFF PROVIDE IMMUNIZATIONS, HEALTH SCREENINGS, CARDIO-PULMONARY RESUSCITATION TRAINING, AND PARENTING CLASSES. THE PROGRAM IS ALSO DESIGNED TO PROVIDE POOR AND UNDERPRIVILEGED RESIDENTS OF LOS ANGELES COUNTY WITH INFORMATION REGARDING CANCER PREVENTION, PRENATAL CARE, NUTRITION, AND OTHER HEALTH EDUCATION PROGRAMS. THE PARTNERSHIP EXPANDED ITS SERVICES BY ESTABLISH

	(Code: ) (Expenses $ 313,000 including grants of $ 313,000 ) (Revenue $ )
	QUEENSCARE ALSO CONTRIBUTES TO THE GENE AND MARILYN NUZIARD SCHOLARSHIP PROGRAM FOR HEALTHCARE EDUCATION NUZIARD SCHOLARSHIP PROGRAM FOR HEALTHCARE EDUCATION

	(Code: ) (Expenses $ 553,292 including grants of $ 460,000 ) (Revenue $ )
	QUEENSCARE ALSO CONTRIBUTES TO AIDS ORGANIZATIONS; VARIOUS EDUCATION AND OUTREACH PROGRAMS DESIGNED VARIOUS EDUCATION AND OUTREACH PROGRAMS DESIGNED VARIOUS EDUCATION AND OUTREACH PROGRAMS DESIGNED VARIOUS EDUCATION AND OUTREACH PROGRAMS DESIGNED

	(Code: ) (Expenses $ 3,153,942 including grants of $ 2,481,272 ) (Revenue $ )
	QUEENSCARE PROVIDES THE FOLLOWING MEDICAL CARE SUPPORT SERVICES IN COORDINATION WITH THE SERVICES PROVIDED BY THE IN COORDINATION WITH THE SERVICES PROVIDED BY THE IN COORDINATION WITH THE SERVICES PROVIDED BY THE IN COORDINATION WITH THE SERVICES PROVIDED BY THE IN COORDINATION WITH THE SERVICES PROVIDED BY THE IN COORDINATION WITH THE SERVICES PROVIDED BY THE

4d	Other program services (Describe in Schedule O.)
	(Expenses $ 4,020,234 including grants of $ 3,254,272 ) (Revenue $ )
4e	Total program service expenses16,892,839

Form 990 (2012)

Page 3

Part IV

Checklist of Required Schedules

Yes

Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If “Yes,” complete Schedule A Click to see attachment

........................

Yes

Is the organization required to complete Schedule B, Schedule of Contributors (see instructions)? Click to see attachment

...

Yes

Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If “Yes,” complete Schedule C, Part I..........

Section 501(c)(3) organizations. Did the organization engage in lobbying activities, or have a section 501(h) election in effect during the tax year? If “Yes,” complete Schedule C, Part II........

Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Revenue Procedure 98-19? If “Yes,” complete Schedule C,
Part III............................

Did the organization maintain any donor advised funds or any similar funds or accounts for which donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If “Yes,” complete Schedule D, Part I........................

Did the organization receive or hold a conservation easement, including easements to preserve open space,
the environment, historic land areas, or historic structures? If “Yes,” complete Schedule D, Part II...

Did the organization maintain collections of works of art, historical treasures, or other similar assets? If “Yes,” complete Schedule D, Part III ....................

Did the organization report an amount in Part X, line 21 for escrow or custodial account liability; serve as a custodian for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services? If “Yes,” complete Schedule D, Part IV..............

Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, permanent endowments, or quasi-endowments? If “Yes,” complete Schedule D, Part V Click to see attachment

......

Yes

If the organization’s answer to any of the following questions is "Yes," then complete Schedule D, Parts VI, VII, VIII, IX, or X as applicable.

Did the organization report an amount for land, buildings, and equipment in Part X, line 10?
If “Yes,” complete Schedule D, Part VI. Click to see attachment

...................

11a

Yes

Did the organization report an amount for investments—other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VII Click to see attachment

.......

11b

Yes

Did the organization report an amount for investments—program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VIII.......

11c

Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part IX............

11d

Did the organization report an amount for other liabilities in Part X, line 25? If “Yes,” complete Schedule D, Part X Click to see attachment

11e

Yes

Did the organization’s separate or consolidated financial statements for the tax year include a footnote that addresses the organization’s liability for uncertain tax positions under FIN 48 (ASC 740)? If “Yes,” complete Schedule D, Part X Click to see attachment

.........................

11f

Yes

12a

Did the organization obtain separate, independent audited financial statements for the tax year?
If “Yes,” complete Schedule D, Parts XI and XII .................

12a

Was the organization included in consolidated, independent audited financial statements for the tax year? If “Yes,” and if the organization answered "No" to line 12a, then completing Schedule D, Parts XI and XII is optional Click to see attachment

12b

Yes

Is the organization a school described in section 170(b)(1)(A)(ii)? If “Yes,” complete Schedule E....

14a

Did the organization maintain an office, employees, or agents outside of the United States?.....

14a

Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States, or aggregate foreign investments valued at $100,000 or more? If “Yes,” complete Schedule F, Parts I and IV.........

14b

Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or assistance to any organization or entity located outside the United States? If “Yes,” complete Schedule F, Parts II and IV

Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or assistance to individuals located outside the United States? If “Yes,” complete Schedule F, Parts III and IV...

Did the organization report a total of more than $15,000 of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11e? If “Yes,” complete Schedule G, Part I (see instructions)....

Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1c and 8a? If “Yes,” complete Schedule G, Part II............

Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If “Yes,” complete Schedule G, Part III...................

20a

Did the organization operate one or more hospital facilities? If “Yes,” complete Schedule H....

20a

If “Yes” to line 20a, did the organization attach a copy of its audited financial statements to this return?

20b

Form 990 (2012)

Page 4

Part IV

Checklist of Required Schedules (continued)

Did the organization report more than $5,000 of grants and other assistance to any government or organization in the United States on Part IX, column (A), line 1? If “Yes,” complete Schedule I, Parts I and II... Click to see attachment

Yes

Did the organization report more than $5,000 of grants and other assistance to individuals in the United States on Part IX, column (A), line 2? If “Yes,” complete Schedule I, Parts I and III........ Click to see attachment

Yes

Did the organization answer “Yes” to Part VII, Section A, line 3, 4, or 5 about compensation of the organization’s current and former officers, directors, trustees, key employees, and highest compensated employees? If “Yes,” complete Schedule J....................... Click to see attachment

Yes

24a

Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If “Yes,” answer lines 24b through 24d and complete Schedule K. If “No,” go to line 25................

24a

Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?...

24b

Did the organization maintain an escrow account other than a refunding escrow at any time during the year
to defease any tax-exempt bonds?......................

24c

Did the organization act as an “on behalf of” issuer for bonds outstanding at any time during the year?...

24d

25a

Section 501(c)(3) and 501(c)(4) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If “Yes,” complete Schedule L, Part I........

25a

Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization’s prior Forms 990 or 990-EZ? If “Yes,” complete Schedule L, Part I...................

25b

Was a loan to or by a current or former officer, director, trustee, key employee, highest compensated employee, or disqualified person outstanding as of the end of the organization’s tax year? If “Yes,” complete Schedule L,
Part II..........................

Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor or employee thereof, a grant selection committee member, or to a 35% controlled entity or family member of any of these persons? If “Yes,” complete Schedule L, Part III.........

Was the organization a party to a business transaction with one of the following parties (see Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions):

A current or former officer, director, trustee, or key employee? If “Yes,” complete Schedule L, Part IV ..........................

28a

A family member of a current or former officer, director, trustee, or key employee? If “Yes,”
complete Schedule L, Part IV.....................

28b

An entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was an officer, director, trustee, or direct or indirect owner? If “Yes,” complete Schedule L, Part IV...

28c

Did the organization receive more than $25,000 in non-cash contributions? If “Yes,” complete Schedule M.. Click to see attachment

Yes

Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If “Yes,” complete Schedule M.............

Did the organization liquidate, terminate, or dissolve and cease operations? If “Yes,” complete Schedule N,
Part I...........................

Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If “Yes,” complete Schedule N, Part II......................

Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3? If “Yes,” complete Schedule R, Part I........ Click to see attachment

Yes

Was the organization related to any tax-exempt or taxable entity? If “Yes,” complete Schedule R, Part II, III, or IV, and Part V, line 1........................ Click to see attachment

Yes

35a

Did the organization have a controlled entity within the meaning of section 512(b)(13)?

35a

If ‘Yes’ to line 35a, did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)? If “Yes,” complete Schedule R, Part V, line 2...

35b

Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable related organization? If “Yes,” complete Schedule R, Part V, line 2.............

Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If “Yes,” complete Schedule R, Part VI

Did the organization complete Schedule O and provide explanations in Schedule O for Part VI, lines 11b and 19? Note. All Form 990 filers are required to complete Schedule O. ............

Yes

Form 990 (2012)

Page 5

Part V

Statements Regarding Other IRS Filings and Tax Compliance

Check if Schedule O contains a response to any question in this Part V ...............

Yes

Enter the number reported in Box 3 of Form 1096 Enter -0- if not applicable ..

117

Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable .

Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ..................

Yes

Enter the number of employees reported on Form W-3, Transmittal of Wage and
Tax Statements, filed for the calendar year ending with or within the year covered by this return ..................

If at least one is reported on line 2a, did the organization file all required federal employment tax returns?
Note. If the sum of lines 1a and 2a is greater than 250, you may be required to e-file (see instructions)

Yes

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

Yes

If “Yes,” has it filed a Form 990-T for this year? If “No,” provide an explanation in Schedule O.....

Yes

At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account, securities account, or other financial account)?..........................

If "Yes," enter the name of the foreign country: MediumBullet

See instructions for filing requirements for Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts.

Was the organization a party to a prohibited tax shelter transaction at any time during the tax year?..

Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?

If “Yes,” to line 5a or 5b, did the organization file Form 8886-T? ............

Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible as charitable contributions?...

If “Yes,” did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible?........................

Organizations that may receive deductible contributions under section 170(c).

Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor?....................

If “Yes,” did the organization notify the donor of the value of the goods or services provided?.....

Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282?...........................

If “Yes,” indicate the number of Forms 8282 filed during the year ....

Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?............................

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

If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required?............................

If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C?..........................

Sponsoring organizations maintaining donor advised funds and section 509(a)(3) supporting organizations. Did the supporting organization, or a donor advised fund maintained by a sponsoring organization, have excess business holdings at any time during the year?............

Sponsoring organizations maintaining donor advised funds.

Did the organization make any taxable distributions under section 4966?..........

Did the organization make a distribution to a donor, donor advisor, or related person?.......

Section 501(c)(7) organizations. Enter:

Initiation fees and capital contributions included on Part VIII, line 12 ...

10a

Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities

10b

Section 501(c)(12) organizations. Enter:

Gross income from members or shareholders .........

11a

Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them.) ..........

11b

12a

Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041?

12a

If “Yes,” enter the amount of tax-exempt interest received or accrued during the year. ....................

12b

Section 501(c)(29) qualified nonprofit health insurance issuers.

Is the organization licensed to issue qualified health plans in more than one state?
Note. See the instructions for additional information the organization must report on Schedule O.

13a

Enter the amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans ....

13b

Enter the amount of reserves on hand ............

13c

14a

Did the organization receive any payments for indoor tanning services during the tax year?.....

14a

If "Yes," has it filed a Form 720 to report these payments? If “No,” provide an explanation in Schedule O..

14b

Form 990 (2012)

Page 6

Part VI

Governance, Management, and Disclosure For each “Yes” response to lines 2 through 7b below, and for a “No” response to lines 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule O. See instructions.

Check if Schedule O contains a response to any question in this Part VI ...............

Section A. Governing Body and Management

Yes

Enter the number of voting members of the governing body at the end of the tax year .....................

If there are material differences in voting rights among members of the governing body, or if the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule O.

Enter the number of voting members included in line 1a, above, who are independent ...................

Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? .................

Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors or trustees, or key employees to a management company or other person? .

Did the organization make any significant changes to its governing documents since the prior Form 990 was filed? ...........................

Did the organization become aware during the year of a significant diversion of the organization’s assets? .

Did the organization have members or stockholders? ................

Yes

Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body? ....................

Yes

Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? ...................

Yes

Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:

The governing body? .........................

Yes

Each committee with authority to act on behalf of the governing body? ............

Yes

Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization’s mailing address? If “Yes,” provide the names and addresses in Schedule O.......

Section B. Policies (This Section B requests information about policies not required by the Internal Revenue Code.)

Yes

10a

Did the organization have local chapters, branches, or affiliates? ............

10a

If “Yes,” did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes?

10b

11a

Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form? ............................

11a

Describe in Schedule O the process, if any, used by the organization to review this Form 990. .....

12a

Did the organization have a written conflict of interest policy? If “No,” go to line 13.......

12a

Yes

Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ..........................

12b

Yes

Did the organization regularly and consistently monitor and enforce compliance with the policy? If “Yes,” describe in Schedule O how this was done.......................

12c

Yes

Did the organization have a written whistleblower policy? ...............

Yes

Did the organization have a written document retention and destruction policy? .........

Yes

Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision?

The organization’s CEO, Executive Director, or top management official ...........

15a

Yes

Other officers or key employees of the organization ................

15b

If "Yes" to line 15a or 15b, describe the process in Schedule O (see instructions).

16a

Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? ......................

16a

If “Yes,” did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and take steps to safeguard the organization’s exempt status with respect to such arrangements? ............

16b

Section C. Disclosure

List the States with which a copy of this Form 990 is required to be filed MediumBullet

Section 6104 requires an organization to make its Form 1023 (or 1024 if applicable), 990, and 990-T (501(c)(3)s only) available for public inspection. Indicate how you made these available. Check all that apply.

Own website Another's website Upon request Other (explain in Schedule O)

Describe in Schedule O whether (and if so, how), the organization made its governing documents, conflict of interest policy, and financial statements available to the public during the tax year.

State the name, physical address, and telephone number of the person who possesses the books and records of the organization:
MediumBullet

GARY C GRUBBS CFO1300 N VERMONT AVE STE 1002LOS ANGELESCA90027 (323) 669-4304

Form 990 (2012)

Page 7

Part VII

Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors

Check if Schedule O contains a response to any question in this Part VII ...............

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees

1a Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization’s tax year.
RoundBullet

List all of the organization’s current officers, directors, trustees (whether individuals or organizations), regardless of amount
of compensation. Enter -0- in columns (D), (E), and (F) if no compensation was paid.

List all of the organization’s current key employees, if any. See instructions for definition of "key employee."

List the organization’s five current highest compensated employees (other than an officer, director, trustee or key employee)
who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the
organization and any related organizations.

List all of the organization’s former officers, key employees, or highest compensated employees who received more than $100,000
of reportable compensation from the organization and any related organizations.

List all of the organization’s former directors or trustees that received, in the capacity as a former director or trustee of the
organization, more than $10,000 of reportable compensation from the organization and any related organizations.

List persons in the following order: individual trustees or directors; institutional trustees; officers; key employees; highest
compensated employees; and former such persons.

Check this box if neither the organization nor any related organization compensated any current officer, director, or trustee.

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)	(C) Position (do not check more than one box, unless person is both an officer and a director/trustee)			(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(1) MSGR JEREMIAH T MURPHY........................................................................ CHAIRMAN	2.00 .......................	X	X		9,575	0	0
(2) DAVID WALSH........................................................................ DIRECTOR	2.00 .......................	X			1,500	1,575	0
(3) SISTER JUDY MURPHYCSJ........................................................................ SECRETARY	10.00 .......................	X	X		113,150	15,200	0
(4) MARINA ARONOFF........................................................................ DIRECTOR	2.00 .......................	X			2,000	0	0
(5) STEVEN ARONOFF........................................................................ DIRECTOR	2.00 .......................	X			3,500	0	0
(6) JOAN SANDERS BAKER........................................................................ DIRECTOR	2.00 .......................	X			3,425	0	0
(7) DENISE PARTAMIAN FORGETTE........................................................................ DIRECTOR	2.00 .......................	X			3,575	0	0
(8) JAVIER GUERENA........................................................................ DIRECTOR	2.00 .......................	X			4,375	2,000	0
(9) ALLAN MICHELENA........................................................................ DIRECTOR	2.00 .......................	X			2,250	2,150	0
(10) GENE NUZIARD........................................................................ DIRECTOR	2.00 .......................	X			6,200	0	0
(11) NEWTON RUSSELL........................................................................ VICE CHAIR	2.00 .......................	X	X		2,400	0	0
(12) LOIS SAFFIAN........................................................................ DIRECTOR	2.00 .......................	X			3,250	0	0
(13) BETTIE WOODS........................................................................ DIRECTOR	2.00 .......................	X			3,450	0	0
(14) DR RICHARD WOO........................................................................ DIRECTOR	2.00 .......................	X			0	0	0
(15) BARBARA B HINES........................................................................ PRESIDENT & CEO	20 .......................	X	X		114,068	121,619	36,203
(16) ALAN DE JONG........................................................................ DIR RISK MGT	40 .......................			X	107,399		23,959
(17) LELAND CHEW........................................................................ DIR. I/T	40 .......................			X	127,601		21,280

Form 990 (2012)

Page 8

Part VII

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued)

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)			(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(18) GARY C GRUBBS........................................................................ CFO	20 .......................	X		57,180	56,921	13,332
(19) LIZ HOANG........................................................................ Director, H.R.	40 .......................		X	108,428		17,260
(20) WENDY BUTTS........................................................................ COMPLIANCE OFFICER	40 .......................		X	105,122		6,296

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	778,448	199,465	118,330

Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organization MediumBullet

Yes

Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line 1a? If “Yes,” complete Schedule J for such individual ..............

For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If “Yes,” complete Schedule J for such individual...........................

Yes

Did any person listed on line 1a receive or accrue compensation from any unrelated organization or individual for services rendered to the organization? If “Yes,” complete Schedule J for such person ........

Section B. Independent Contractors

Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization. Report compensation for the calendar year ending with or within the organization’s tax year.

(A) Name and business address	(B) Description of services	(C) Compensation
SR JUDY MURPHYCSJ341 S WESTMORELAND AVELOS ANGELESCA90020	CONSULTING	108,000




2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization 1

Form 990 (2012)

Page 9

Part VIII

Statement of Revenue

Check if Schedule O contains a response to any question in this Part VIII ..............

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512, 513, or 514
1a	Federated campaigns..1a
b	Membership dues....1b
c	Fundraising events....1c
d	Related organizations...1d
e	Government grants (contributions)1e

f	All other contributions, gifts, grants, and similar amounts not included above1f		602,900

g	Noncash contributions included in lines 1a-1f:$		21,828
h	Total. Add lines 1a-1f.......			602,900
			Business Code
2a	Mental Health & other programs		624100	187,956
b
c
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........			187,956
3	Investment income (including dividends, interest, and other similar amounts).......			11,872,440		719,858
4	Income from investment of tax-exempt bond proceeds..
5	Royalties...........			7,716	7,716
		(i) Real	(ii) Personal
6a	Gross rents	2,598,984
b	Less: rental expenses	2,115,813
c	Rental income or (loss)	483,171
d	Net rental income or (loss).......			483,171	483,171
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	21,204,128
b	Less: cost or other basis and sales expenses	10,668,556
c	Gain or (loss)	10,535,572
d	Net gain or (loss)..........			10,535,572	10,535,572
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ..
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...
10a	Gross sales of inventory, less returns and allowances .
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..
Miscellaneous Revenue			Business Code
11a	OTHER INCOME		900001	24,682	24,682
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			24,682
12	Total revenue. See Instructions......			23,714,437	22,391,679	719,858

Form 990 (2012)

Page 10

Part IX

Statement of Functional Expenses

Section 501(c)(3) and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A).Check if Schedule O contains a response to any question in this Part IX ...............

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.		(A) Total expenses	(B) Program service expenses	(C) Management and general expenses	(D) Fundraising expenses
1	Grants and other assistance to governments and organizations in the United States. See Part IV, line 21	3,552,350	3,552,350
2	Grants and other assistance to individuals in the United States. See Part IV, line 22	4,489,914	4,489,914
3	Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16
4	Benefits paid to or for members
5	Compensation of current officers, directors, trustees, and key employees ....	321,749	96,011	225,738	0
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....
7	Other salaries and wages	2,544,914	1,971,671	573,243	0
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	116,215	89,903	26,312	0
9	Other employee benefits .......	268,618	204,059	64,559	0
10	Payroll taxes ...........	180,995	136,409	44,586	0
11	Fees for services (non-employees):
a	Management ......	550,463	494,114	56,349	0
b	Legal .........	427,648	156,835	270,813	0
c	Accounting ...........	111,856	0	111,856	0
d	Lobbying ...........
e	Professional fundraising services. See Part IV, line 17
f	Investment management fees ......
g	Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ........	403,549	125,320	278,229	0
12	Advertising and promotion ....
13	Office expenses .......	101,381	45,178	56,203	0
14	Information technology ......
15	Royalties ..
16	Occupancy ...........	264,761	83,036	181,725	0
17	Travel ............	9,180	8,840	340	0
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......
19	Conferences, conventions, and meetings ....	8,679	4,469	4,210	0
20	Interest ...........
21	Payments to affiliates .......	0	0	0	0
22	Depreciation, depletion, and amortization .....	96,714	77,254	19,460	0
23	Insurance ..............	199,165	65,708	133,457	0
24	Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a	K-1 Expenses from QFC/QCP	5,100,000	5,100,000	0	0
b
c
d
e	All other expenses	532,738	191,768	340,970	0
25	Total functional expenses. Add lines 1 through 24e	19,280,889	16,892,839	2,388,050	0
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

Form 990 (2012)

Page 11


				(A) Beginning of year		(B) End of year
1	Cashnon-interest-bearing .............			12,237,000	1	8,048,076
2	Savings and temporary cash investments .........			220,000	2	220,000
3	Pledges and grants receivable, net ...........				3
4	Accounts receivable, net .............			813,000	4	1,148,857
5	Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of Schedule L ..................
					5
6	Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
					6
7	Notes and loans receivable, net .............				7
8	Inventories for sale or use ..............				8
9	Prepaid expenses and deferred charges ..........				9
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	131,315,523
b	Less: accumulated depreciation .....	10b	23,284,484	111,916,000	10c	108,031,039
11	Investments—publicly traded securities ..........			221,570,000	11	242,779,062
12	Investments—other securities. See Part IV, line 11 .....			36,127,000	12	37,114,000
13	Investments—program-related. See Part IV, line 11 .....				13
14	Intangible assets ...............				14
15	Other assets. See Part IV, line 11 ...........			172,000	15	406,019
16	Total assets. Add lines 1 through 15 (must equal line 34)......			383,055,000	16	397,747,053
17	Accounts payable and accrued expenses .........			4,024,000	17	2,455,237
18	Grants payable .................			3,551,000	18	2,267,492
19	Deferred revenue ................				19
20	Tax-exempt bond liabilities .............				20
21	Escrow or custodial account liability. Complete Part IV of Schedule D..				21
22	Loans and other payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........				22
23	Secured mortgages and notes payable to unrelated third parties ..			4,094,000	23	4,042,683
24	Unsecured notes and loans payable to unrelated third parties ....				24
25	Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D....................			466,000	25	384,713
26	Total liabilities. Add lines 17 through 25.........			12,135,000	26	9,150,125
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............			370,265,000	27	387,941,928
28	Temporarily restricted net assets ...........			655,000	28	655,000
29	Permanently restricted net assets ...........				29
	Organizations that do not follow SFAS 117 (ASC 958), check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds ........				30
31	Paid-in or capital surplus, or land, building or equipment fund .....				31
32	Retained earnings, endowment, accumulated income, or other funds				32
33	Total net assets or fund balances ...........			370,920,000	33	388,596,928
34	Total liabilities and net assets/fund balances ........			383,055,000	34	397,747,053

Form 990 (2012)

Page 12

Part XI

Reconcilliation of Net Assets

Check if Schedule O contains a response to any question in this Part XI ...............

Total revenue (must equal Part VIII, column (A), line 12) ............

23,714,437

Total expenses (must equal Part IX, column (A), line 25) ............

19,280,889

Revenue less expenses. Subtract line 2 from line 1 ..............

4,433,548

Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) ..

370,920,000

Net unrealized gains (losses) on investments ...............

13,244,822

Donated services and use of facilities .................

Investment expenses .....................

Prior period adjustments .....................

Other changes in net assets or fund balances (explain in Schedule O) ........

-1,442

Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 33, column (B))

388,596,928

Part XII

Financial Statements and Reporting

Check if Schedule O contains a response to any question in this Part XII ..............

Yes

Accounting method used to prepare the Form 990: Cash Accrual Other
If the organization changed its method of accounting from a prior year or checked "Other," explain in
Schedule O.

Were the organization’s financial statements compiled or reviewed by an independent accountant?

If ‘Yes,’ check a box below to indicate whether the financial statements for the year were compiled or reviewed on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separate basis

Were the organization’s financial statements audited by an independent accountant?

Yes

If ‘Yes,’ check a box below to indicate whether the financial statements for the year were audited on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separate basis

If “Yes,” to line 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant?

Yes

If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O.

As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A-133?

If “Yes,” did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why in Schedule O and describe any steps taken to undergo such audits

Form 990 (2012)

Form 990, Special Condition Description:

Special Condition Description

Additional Data

Software ID:	12000225
Software Version:

- TIN:

SCHEDULE A
(Form 990 or 990EZ)

Department of the Treasury
Internal Revenue Service

Public Charity Status and Public Support

Complete if the organization is a section 501(c)(3) organization or a section
4947(a)(1) nonexempt charitable trust.

Attach to Form 990 or Form 990-EZ. right arrow

See separate instructions.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization

QUEENSCARE

Employer identification number

95-1644040

Part I

Reason for Public Charity Status (All organizations must complete this part.) See instructions.

The organization is not a private foundation because it is: (For lines 1 through 11, check only one box.)

A church, convention of churches, or association of churches described in section 170(b)(1)(A)(i).

A school described in section 170(b)(1)(A)(ii). (Attach Schedule E.)

A hospital or a cooperative hospital service organization described in section 170(b)(1)(A)(iii).

A medical research organization operated in conjunction with a hospital described in section 170(b)(1)(A)(iii). Enter the hospital's name, city, and state:

An organization operated for the benefit of a college or university owned or operated by a governmental unit described in

section 170(b)(1)(A)(iv). (Complete Part II.)

A federal, state, or local government or governmental unit described in section 170(b)(1)(A)(v).

An organization that normally receives a substantial part of its support from a governmental unit or from the general public described in section 170(b)(1)(A)(vi). (Complete Part II.)

A community trust described in section 170(b)(1)(A)(vi). (Complete Part II.)

An organization that normally receives: (1) more than 331/3% of its support from contributions, membership fees, and gross

receipts from activities related to its exempt functions—subject to certain exceptions, and (2) no more than 331/3% of

its support from gross investment income and unrelated business taxable income (less section 511 tax) from businesses

acquired by the organization after June 30, 1975. See section 509(a)(2). (Complete Part III.)

An organization organized and operated exclusively to test for public safety. See section 509(a)(4).

An organization organized and operated exclusively for the benefit of, to perform the functions of, or to carry out the purposes of one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2). See section 509(a)(3). Check the box that describes the type of supporting organization and complete lines 11e through 11h.

Type I

Type II

Type III - Functionally integrated

Type III - Non-functionally integrated

By checking this box, I certify that the organization is not controlled directly or indirectly by one or more disqualified persons other than foundation managers and other than one or more publicly supported organizations described in section 509(a)(1) or section 509(a)(2).

If the organization received a written determination from the IRS that it is a Type I, Type II, or Type III supporting organization, check this box ..................................................

Since August 17, 2006, has the organization accepted any gift or contribution from any of the
following persons?

(i) A person who directly or indirectly controls, either alone or together with persons described in (ii)

Yes

and (iii) below, the governing body of the supported organization? ................

11g(i)

(ii) A family member of a person described in (i) above? ......................

11g(ii)

(iii) A 35% controlled entity of a person described in (i) or (ii) above? ................

11g(iii)

Provide the following information about the supported organization(s).

(i) Name of supported organization	(ii) EIN	(iv) Is the organization in col. (i) listed in your governing document?		(v) Did you notify the organization in col. (i) of your support?		(vi) Is the organization in col. (i) organized in the U.S.?		(vii) Amount of monetary support
(i) Name of supported organization	(ii) EIN	Yes	No	Yes	No	Yes	No	(vii) Amount of monetary support


Total

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

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2012

Page 2

Part II

Support Schedule for Organizations Described in Sections 170(b)(1)(A)(iv) and 170(b)(1)(A)(vi)
(Complete only if you checked the box on line 5, 7, or 8 of Part I or if the organization failed to qualify under Part III. If the organization fails to qualify under the tests listed below, please complete Part III.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....
2	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf.......
3	The value of services or facilities furnished by a governmental unit to the organization without charge..
4	Total. Add lines 1 through 3
5	The portion of total contributions by each person (other than a governmental unit or publicly supported organization) included on line 1 that exceeds 2% of the amount shown on line 11, column (f)..
6	Public support. Subtract line 5 from line 4.	0

Section B. Total Support

Calendar year (or fiscal year beginning in)		(f) Total
7	Amounts from line 4..
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...	0
9	Net income from unrelated business activities, whether or not the business is regularly carried on..
10	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.)..
11	Total support (Add lines 7 through 10).

Gross receipts from related activities, etc. (see instructions) ..................

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization, check this box and stop here........................................ right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2012 (line 6, column (f) divided by line 11, column (f)) .........

0 %

Public support percentage for 2011 Schedule A, Part II, line 14 ...............

16a

33 1/3% support test—2012. If the organization did not check the box on line 13, and line 14 is 33 1/3% or more, check this box
and stop here. The organization qualifies as a publicly supported organization ....................... right arrow

33 1/3% support test—2011. If the organization did not check a box on line 13 or 16a, and line 15 is 33 1/3% or more, check this
box and stop here. The organization qualifies as a publicly supported organization ..................... right arrow

17a

10%-facts-and-circumstances test—2012. If the organization did not check a box on line 13, 16a, or 16b, and line 14
is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here. Explain
in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization ..................................................... right arrow

10%-facts-and-circumstances test—2011. If the organization did not check a box on line 13, 16a, 16b, or 17a, and line
15 is 10% or more, and if the organization meets the "facts-and-circumstances" test, check this box and stop here.
Explain in Part IV how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly
supported organization ................................................ right arrow

Private foundation. If the organization did not check a box on line 13, 16a, 16b, 17a, or 17b, check this box and see
instructions ..................................................... right arrow

Schedule A (Form 990 or 990-EZ) 2012

Page 3

Part III

Support Schedule for Organizations Described in Section 509(a)(2)
(Complete only if you checked the box on line 9 of Part I or if the organization failed to qualify under Part II. If the organization fails to qualify under the tests listed below, please complete Part II.)

Section A. Public Support

Calendar year (or fiscal year beginning in)		(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") .
2	Gross receipts from admissions, merchandise sold or services performed, or facilities furnished in any activity that is related to the organization's tax-exempt purpose......
3	Gross receipts from activities that are not an unrelated trade or business under section 513..
4	Tax revenues levied for the organization's benefit and either paid to or expended on its behalf...
5	The value of services or facilities furnished by a governmental unit to the organization without charge..
6	Total. Add lines 1 through 5.
7a	Amounts included on lines 1, 2, and 3 received from disqualified persons...
b	Amounts included on lines 2 and 3 received from other than disqualified persons that exceed the greater of $5,000 or 1% of the amount on line 13 for the year.
c	Add lines 7a and 7b..
8	Public support (Subtract line 7c from line 6.)	0

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2008	(b) 2009	(c) 2010	(d) 2011	(e) 2012	(f) Total
9	Amounts from line 6...
10a	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources..
b	Unrelated business taxable income (less section 511 taxes) from businesses acquired after June 30, 1975.
c	Add lines 10a and 10b.
11	Net income from unrelated business activities not included in line 10b, whether or not the business is regularly carried on.
12	Other income. Do not include gain or loss from the sale of capital assets (Explain in Part IV.) ..
13	Total support. (Add lines 9, 10c, 11, and 12.)..

First five years. If the Form 990 is for the organization's first, second, third, fourth, or fifth tax year as a 501(c)(3) organization,
check this box and stop here............................................. right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2012 (line 8, column (f) divided by line 13, column (f)) .........

0 %

Public support percentage from 2011 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2012 (line 10c, column (f) divided by line 13, column (f)) ......

0 %

Investment income percentage from 2011 Schedule A, Part III, line 17 .............

19a

33 1/3% support tests—2012. If the organization did not check the box on line 14, and line 15 is more than 33 1/3%, and line 17 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ........ right arrow

33 1/3% support tests—2011. If the organization did not check a box on line 14 or line 19a, and line 16 is more than 33 1/3% and line 18 is not more than 33 1/3%, check this box and stop here. The organization qualifies as a publicly supported organization ..... right arrow

Private foundation. If the organization did not check a box on line 14, 19a, or 19b, check this box and see instructions ..... right arrow

Schedule A (Form 990 or 990-EZ) 2012

Page 4

Part IV

Supplemental Information. Complete this part to provide the explanations required by Part II, line 10; Part II, line 17a or 17b; and Part III, line 12. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Explanation

Schedule A (Form 990 or 990-EZ) 2012

Additional Data

Software ID:	12000225
Software Version:

- 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

2012

Name of the organization

QUEENSCARE

Employer identification number

95-1644040

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) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Page 2

Name of organization QUEENSCARE

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
RESTRICTED	RESTRICTED RESTRICTED RESTRICTED RESTRICTED, RESTRICTED RESTRICTED	$RESTRICTED	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.)
(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.)
(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.)
(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.)
(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) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Page 3

Name of organization QUEENSCARE

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) (2012)

Schedule B (Form 990, 990-EZ, or 990-PF) (2012)

Page 4

Name of organization
QUEENSCARE

Employer identification number

95-1644040

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) (2012)

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b
SchDMd Bullet

Attach to Form 990. SchDMd Bullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

QUEENSCARE

Employer identification number

95-1644040

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" to Form 990, Part IV, line 6.

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .........
2	Aggregate contributions to (during year) ...
3	Aggregate grants from (during year) .....
4	Aggregate value at end of year ........

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised
funds are the organization's property, subject to the organization's exclusive legal control? ............

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit? ...................................

Yes No

Part II

Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or education) Preservation of an historically important land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.


a	Total number of conservation easements .......................	2a
b	Total acreage restricted by conservation easements ..................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 8/17/06, and not on a historic structure listed in the National Register ....................	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................

Yes No

Staff and volunteer hours devoted to monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet

Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .......................................

Yes No

In Part XIII, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" to Form 990, Part IV, line 8.

If the organization elected, as permitted under SFAS 116 (ASC 958), not to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide, in Part XIII, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116 (ASC 958), to report in its revenue statement and balance sheet works of art, historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service, provide the following amounts relating to these items:

(i)

Revenues included in Form 990, Part VIII, line 1 ........................ SchDMd Bullet

(ii)

Assets included in Form 990, Part X .............................. SchDMd Bullet

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 (ASC 958) relating to these items:

Revenues included in Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 52283D

Schedule D (Form 990) 2012

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?........

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990,
Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No

If "Yes," explain the arrangement in Part XIII and complete the following table:


c	Beginning balance .................................	1c
d	Additions during the year ..............................	1d
e	Distributions during the year .............................	1e
f	Ending balance ...................................	1f

Did the organization include an amount on Form 990, Part X, line 21? .....................

Yes No

If “Yes,” explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII ........

Part V

Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.

		(a)Current year	(b)Prior year	b (c)Two years back	(d)Three years back	(e)Four years back
1a	Beginning of year balance ....	655,000	655,000	655,000	655,000	655,000
b	Contributions ........
c	Net investment earnings, gains, and losses
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........
f	Administrative expenses ....
g	End of year balance ......	655,000	655,000	655,000	655,000	655,000

Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:

Board designated or quasi-endowment SchDMd Bullet

Permanent endowment SchDMd Bullet

Temporarily restricted endowment SchDMd Bullet

100.000 %

The percentages in lines 2a, 2b, and 2c should equal 100%.

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) unrelated organizations ........................

3a(i)

(ii) related organizations ........................

3a(ii)

If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........

Describe in Part XIII the intended uses of the organization's endowment funds.

Part VI

Land, Buildings, and Equipment. See Form 990, Part X, line 10.

Description of property		(a) Cost or other basis (investment)	(c) Accumulated depreciation	(d) Book value
1a	Land .................	24,257,377		24,257,377
b	Buildings ................	104,543,409	21,172,159	83,371,250
c	Leasehold improvements ............	498,656	316,094	182,562
d	Equipment ................	1,914,571	1,796,231	118,340
e	Other .................	101,510		101,510
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				108,031,039

Schedule D (Form 990) 2012

Page 3

Part VII

InvestmentsOther Securities. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)	(b)Book value	(c) Method of valuation: Cost or end-of-year market value
(1)Financial derivatives
(2)Closely-held equity interests
(3)Other (A) ALTERNATIVE MUTUAL FUND INV	33,165,000	F
(B) CLOSELY HELD SECURITIES	3,949,000	F







Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)	37,114,000

Part VIII

InvestmentsProgram Related. See Form 990, Part X, line 13.

(a) Description of investment type		(b) Book value	(c) Method of valuation: Cost or end-of-year market value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets. See Form 990, Part X, line 15.

(a) Description				(b) Book value









Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........

Part X

Other Liabilities. See Form 990, Part X, line 25.

1.(a) Description of liability		(b) Book value
Federal income taxes
WORKERS' COMPENSATION LIABILITY		384,713








Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		384,713
2. Fin 48 (ASC 740) Footnote. In Part XIII, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC 740). Check here if the text of the footnote has been provided in Part XIII .....................................................

Schedule D (Form 990) 2012

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return
1	Total revenue, gains, and other support per audited financial statements .......			1	36,959,259
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains on investments ..........	2a	13,244,822
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d .....................			2e	13,244,822
3	Subtract line 2e from line 1.....................			3	23,714,437
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a
b	Other (Describe in Part XIII.) ...........	4b
c	Add lines 4a and 4b.......................			4c
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......			5	23,714,437

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1	Total expenses and losses per audited financial statements ...........		1	19,280,879
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIII.) ............	2d
e	Add lines 2a through 2d......................		2e
3	Subtract line 2e from line 1.....................		3	19,280,879
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIII.) ............	4b
c	Add lines 4a and 4b.......................		4c
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......		5	19,280,879

Part XIII

Supplemental Information

Complete this part to provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.

Identifier	Return Reference	Explanation
Pt V Line 4		QUEENSCARE INTENDS TO USE ITS ENDOWMENT FUNDS FOR
		HEALTHCARE RELATED ACTIVITIES.
Pt X Line 2		QUEENSCARE HAS IDENTIFIED AND EVALUATED ITS SIGNIFICANT
		TAX POSITIONS FOR WHICH THE STATUTE OF LIMITATIONS REMAINS OPEN AND HAS DETERMINED THAT THERE IS NO MATERIAL UNRECOGNIZED BENEFIT OR LIABILITY TO BE RECORDED. THE OPEN TAX YEARS ARE THE YEARS ENDED JUNE 30, 2010 THROUGH JUNE 30 2013 FOR FEDERAL TAX
Pt X Line 2		PURPOSES AND THE YEARS ENDED JUNE 30, 2009 THROUGH
		JUNE 30, 2013 FOR CALIFORNIA TAX PURPOSES. THERE HAVE BEEN NO MATERIAL CHANGES IN UNRECOGNIZED BENEFITS AS OF JUNE 30, 2013, NOR ARE ANY MATERIAL CHANGES ANTICIPATED IN THE 12 MONTHS FOLLOWING JUNE 30, 2013. FOR THE YEARS ENDED JUNE 30, 2013 AND 2012, THE ORGANIZATION INCURRED FRANCHISE TAX BOARD LIABILITY OF APPROXIMATELY $34,000 AND $40,000 WHICH WAS INCLUDED IN THE ADMINISTRATIVE AND GENERAL EXPENSE IN THE STATEMENT OF ACTIVITIES.

Schedule D (Form 990) 2012

Additional Data

Software ID:	12000225
Software Version:

- TIN:

Schedule I
(Form 990)

Department of the Treasury
Internal Revenue Service

Grants and Other Assistance to Organizations,
Governments and Individuals in the United States

Complete if the organization answered "Yes," to Form 990, Part IV, line 21 or 22.
lBullet

Attach to Form 990

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization
QUEENSCARE

Employer identification number
95-1644040

Part I

General Information on Grants and Assistance

Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and
the selection criteria used to award the grants or assistance? ....................................

Yes No

Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States.

Part II

Grants and Other Assistance to Governments and Organizations in the United States. Complete if the organization answered "Yes" to
Form 990, Part IV, line 21, for any recipient that received more than $5,000. Part II can be duplicated if additional space is needed.

(a) Name and address of organization or government	(b) EIN	(c) IRC Code section if applicable	(d) Amount of cash grant	(h) Purpose of grant or assistance
(1) CALIFORNIA HOSPITAL 1401 S GRAND AVE LOS ANGELES,CA90015	94-1196203	501(C)(3)	255,269	HEALTHCARE SUPP
(2) CEDARS-SINAI MED CTR 8700 BEVERLY BLVD LOS ANGELES,CA90048	95-1644600	501(C)(3)	20,722	HEALTHCARE SUPP
(3) CHILDREN'S HOSPITAL 4650 SUNSET BLVD LOS ANGELES,CA90027	95-1690977	501(C)(3)	38,218	HEALTHCARE SUPP
(4) GLENDALE MEMORIAL HOSPITAL 1420 SOUTH CENTRAL AVE GLENDALE,CA91204	94-1196203	501(C)(3)	15,143	HEALTHCARE SUPP
(5) GOOD SAMARITAN HOSPITAL 1225 WILSHIRE BLVD LOS ANGELES,CA90017	95-1656366	501(C)(3)	432,301	HEALTHCARE SUPP
(6) HOLLYWOOD PRESBYTERIAN 1300 N VERMONT AVE LOS ANGELES,CA90027	30-0284087	501(c)(3)	398,948	HEALTHCARE SUPP
(7) OLYMPIA MEDICAL CENTER 5900 W OLYMPIC BLVD LOS ANGELES,CA90036	42-1643090	501(C)(3)	99,872	HEALTHCARE SUPP
(8) LACUSC MEDICAL CENTER 1200 N STATE ST INPT TOWER STE 1112 LOS ANGELES,CA90033	95-6000927	501(C)(3)	709,382	HEALTHCARE SUPP
(9) UCLA RON REAGAN MED CTR 757 WESTWOOD PLAZA LOS ANGELES,CA90095	95-6006143	501(C)(3)	53,361	HEALTHCARE SUPP
(10) WHITE MEMORIAL MED CTR 1720 CESAR E CHAVEZ AVE LOS ANGELES,CA90033	95-3760201	501(C)(3)	12,619	HEALTHCARE SUPP
(11) ASSISTANCE LEAGUE 1370 NORTH ST ANDREWS PLACE LOS ANGELES,CA90028	95-1641960	501(C)(3)	25,000	HEALTHCARE SUPP
(12) ST VINCENT MEDICAL CENTER 2131 W 3RD STREET LOS ANGELES,CA90057	91-2154438	501(C)(3)	53,415	HEALTHCARE SUPP
(13) PROJECT ANGEL FOOD 922 VINE STREET LOS ANGELES,CA90038	95-4115863	501(C)(3)	30,000	HEALTHCARE SUPP
(14) ASIAN PACIFIC HEALTHCARE VENTURE 1530 HILLHURST AVENUE SUITE 200 LOS ANGELES,CA90027	95-4177752	501(C)(3)	38,540	HEALTHCARE SUPP
(15) JWCH INSTITUTE 1910 W SUNSET BLVD SUITE 650 LOS ANGELES,CA90026	95-2289916	501(C)(3)	86,104	HEALTHCARE SUPP
(16) LA CHRISTIAN HEALTH CENTERS 311 WINSTON STREET LOS ANGELES,CA90013	95-4315734	501(C)(3)	79,618	HEALTHCARE SUPP
(17) SOUTH CENTRAL FAMILY HEALTH CENTER 4425 SOUTH CENTRAL AVENUE LOS ANGELES,CA90011	95-3877793	501(C)(3)	36,660	HEALTHCARE SUPP
(18) ST JOHN'S WELL CHILD & FAMILY CENTER 5701 SOUTH HOOVER STREET LOS ANGELES,CA90037	95-4067758	501(C)(3)	85,000	HEALTHCARE SUPP
(19) VENICE FAMILY CLINIC 604 ROSE AVENUE LOS ANGELES,CA90291	95-2769432	501(C)(3)	56,868	HEALTHCARE SUPP
(20) ALLIANCE FOR HOUSING AND HEALING 825 COLORADO BLVD SUITE 100 LOS ANGELES,CA90041	95-4147364	501(C)(3)	75,000	HEALTHCARE SUPP
(21) ALZHEIMER'S ASSOCIATION 4221 WILSHIRE BLVD SUITE 400 LOS ANGELES,CA90010	95-3718119	501(C)(3)	25,000	HEALTHCARE SUPP
(22) AMERICAN HEART ASSOCIATION 816 S FIGUEROA STREET LOS ANGELES,CA90017	13-5613797	501(C)(3)	25,000	HEALTHCARE SUPP
(23) BLIND CHILDREN'S CENTER 4120 MARATHON STREET LOS ANGELES,CA90029	95-1656369	501(C)(3)	25,000	HEALTHCARE SUPP
(24) BREATHE LA 5858 WILSHIRE BLVD SUITE 300 LOS ANGELES,CA90036	95-1641451	501(C)(3)	42,000	HEALTHCARE SUPP
(25) CALIFORNIA HOSPITAL MEDICAL CENTER 1401 SOUTH GRAND AVENUE LOS ANGELES,CA90015	95-4310407	501(C)(3)	73,000	HEALTHCARE SUPP
(26) CANCER SUPPORT COMMUNITY 200 E DEL MAR BLVD PASADENA,CA91105	95-4201985	501(C)(3)	25,000	HEALTHCARE SUPP
(27) CHILDREN'S HOSPITAL LOS ANGELES 4650 SUNSET BLVD LOS ANGELES,CA90027	95-1690977	501(C)(3)	83,000	HEALTHCARE SUPP
(28) DOWNTOWN WOMEN'S CENTER 442 S SAN PEDRO STREET LOS ANGELES,CA90013	31-1597223	501(C)(3)	40,000	HEALTHCARE SUPP
(29) ESPERANZA COMMUNITY HOUSING CORPORATION 2337 S FIGUEROA STREET LOS ANGELES,CA90007	95-4230345	501(C)(3)	25,000	HEALTHCARE SUPP
(30) EXCEPTIONAL CHILDREN'S FOUNDATION 8740 W WASHINGTON BLVD CULVER CITY,CA90232	95-1690988	501(C)(3)	40,000	HEALTHCARE SUPP
(31) FIVE ACRES 760 W MOUNTAIN VIEW STREET ALTADENA,CA91001	95-1647810	501(C)(3)	35,000	HEALTHCARE SUPP
(32) HILLSIDES 940 AVENUE 64 PASADENA,CA91105	95-1644002	501(C)(3)	35,000	HEALTHCARE SUPP
(33) JEWISH FREE LOAN ASSOCIATION 6505 WILSHIRE BLVD LOS ANGELES,CA90048	95-1691014	501(C)(3)	65,000	HEALTHCARE SUPP
(34) JOHN TRACY CLINIC 806 W ADAMS BLVD LOS ANGELES,CA90007	95-1642393	501(C)(3)	40,000	HEALTHCARE SUPP
(35) JUNIOR BLIND OF AMERICA 5300 ANGELES VISTA BLVD LOS ANGELES,CA90043	95-1677659	501(C)(3)	40,000	HEALTHCARE SUPP
(36) KECK SCHOOL OF MEDICINE AT USC 1975 ZONAL AVENUE KAM 500 LOS ANGELES,CA90033	95-1642394	501(C)(3)	50,000	HEALTHCARE SUPP
(37) KHEIR CENTER 3727 W 6TH STREET SUITE 210 LOS ANGELES,CA90020	95-4074660	501(C)(3)	100,000	HEALTHCARE SUPP
(38) LITTLE SISTERS OF THE POOR 2100 SOUTH WESTERN AVENUE SAN PEDRO,CA90732	95-1972847	501(C)(3)	100,000	HEALTHCARE SUPP
(39) MEND 10641 SAN FERNANDO ROAD PACOIMA,CA91331	23-7306337	501(C)(3)	50,000	HEALTHCARE SUPP
(40) NO LIMITS 9801 WASHINGTON BLVD 2ND FLOOR CULVER CITY,CA90232	95-4603048	501(C)(3)	30,000	HEALTHCARE SUPP
(41) PF BRESEE FOUNDATION 184 S BIMINI PLACE LOS ANGELES,CA90004	95-3797363	501(C)(3)	25,000	HEALTHCARE SUPP
(42) PASADENA EDUCATIONAL FOUNDATION 351 SOUTH HUDSON SOUTH HUDSON,CA91109	23-7149451	501(C)(3)	75,000	HEALTHCARE SUPP
(43) PEPPERDINE UNIVERSITY 24255 PACIFIC COAST HIGHWAY MALIBU,CA90263	95-1644037	501(C)(3)	30,000	HEALTHCARE SUPP
(44) PROJECT KINDLE 28245 AVENUE CROCKER SUITE 104 VALENCIA,CA91355	47-0814125	501(C)(3)	80,000	HEALTHCARE SUPP
(45) PROVIDENCE TRINITYCARE HOSPICE 5315 TORRANCE BLVD TORRANCE,CA90503	33-0261016	501(C)(3)	25,000	HEALTHCARE SUPP
(46) PROVINCE OF SAINT BARBARA 1500 34TH AVENUE OAKLAND,CA94601	20-7242491	501(C)(3)	27,500	HEALTHCARE SUPP
(47) SALVATION ARMY 2737 SUNSET BLVD LOS ANGELES,CA90026	95-1656360	501(C)(3)	68,000	HEALTHCARE SUPP
(48) ST ANNE'S MATERNITY HOME 155 N OCCIDENTAL BLVD LOS ANGELES,CA90026	95-1691306	501(C)(3)	23,500	HEALTHCARE SUPP
(49) ST BARNABAS SENIOR SERVICES 675 SCARONDELET STREET LOS ANGELES,CA90057	95-1641435	501(C)(3)	25,000	HEALTHCARE SUPP
(50) ST VINCENT MEALS ON WHEELS 2222 OCEAN VIEW AVENUE SUITE 114 LOS ANGELES,CA90057	95-3696693	501(C)(3)	65,000	HEALTHCARE SUPP
(51) UCLA CENTER FOR BEHAVIORAL & ADDICTION MEDICINE 10880 WILSHIRE BLVD SUITE 1800 LOS ANGELES,CA90024	95-2250801	501(C)(3)	34,000	HEALTHCARE SUPP
(52) UCLA MOBILE CLINIC PROJECT 11980 SAN VINCENTE BLVD LOS ANGELS,CA90049	95-2250801	501(C)(3)	17,000	HEALTHCARE SUPP
(53) USC OSTROW SCHOOL OF DENTISTRY 925 W 34TH STREET LOS ANGELES,CA90089	95-1642394	501(C)(3)	8,009	HEALTHCARE SUPP
(54) WORKSITE WELLNESS LA 5955 S WESTERN AVENUE LOS ANGELES,CA90047	55-0802354	501(C)(3)	75,000	HEALTHCARE SUPP
(55) YOUNG & HEALTHY 37 N HOLLISTON AVE PASADENA,CA91106	95-4527969	501(C)(3)	40,000	HEALTHCARE SUPP
(56) QUEENSCARE FAMILY CLINICS 1300 N VERMONT AVE LOS ANGELES,CA90027	95-3702136	501(C)(3)	93,599	HEALTHCARE SUPP
(57) AIDS PROJECT LA 611 S KINGSLEY DR LOS ANGELES,CA90005	95-3842506	501(C)(3)	50,000	HEALTHCARE SUPP
(58) LAMP COMMUNITY 527 CROCKER ST LOS ANGELES,CA90013	95-3993742	501(C)(3)	25,000	HEALTHCARE SUPP
(59) MY FRIEND'S PLACE PO BOX 3867 LOS ANGELES,CA90078	95-4834034	501(C)(3)	25,000	HEALTHCARE SUPP
(60) PACIFIC CLINICS 800 S SANTA ANITA AVE ARCADIA,CA91006	95-1644034	501(C)(3)	50,000	HEALTHCARE SUPP
(61) UNIV MUSLIM MED ASSOC INC 711 W FLORENCE AVE LOS ANGELES,CA90044	95-4666712	501(C)(3)	14,664	HEALTHCARE SUPP
(62) USC FOR SCOTT BICE 699 EXPOSITION BLVD LOS ANGELES,CA90089	95-1642394	501(C)(3)	150,000	HEALTHCARE SUPP

Enter total number of section 501(c)(3) and government organizations listed in the line 1 table ................ Bullet Image

Enter total number of other organizations listed in the line 1 table ........................ . Bullet Image

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50055P

Schedule I (Form 990) 2012

Page 2

Part III

Grants and Other Assistance to Individuals in the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 22.
Part III can be duplicated if additional space is needed.

(a)Type of grant or assistance	(b)Number of recipients	(c)Amount of cash grant	(e)Method of valuation (book, FMV, appraisal, other)	(f)Description of non-cash assistance
(1) SCHOLARSHIPS	36	198,675	N/A	N/A

Part IV

Supplemental Information.

Complete this part to provide the information required in Part I, line 2, Part III, column (b), and any other additional information.

Identifier	Return Reference	Explanation
Pt I Line 2		QUEENSCARE MONITORS THE USE OF GRANTS IT MAKES BY REQUIRING EACH
Pt I Line 2		GRANTEE TO SUPPLY QUEENSCARE WITH REGULAR REPORTS THAT DESCRIBE HOW
Pt I Line 2		SUCH GRANTEE IS USING QUEENSCARE'S GRANT FUNDS. IN ADDITION, QUEENSCARE
Pt I Line 2		OFTEN VISITS A GRANTEE'S PREMISES TO ENSURE THAT THE GRANTEE IS
Pt I Line 2		CONDUCTING PROGRAMS THAT FURTHER QUEENSCARE'S CHARITABLE MISSION.
Pt I Line 2		QUEENSCARE ALSO REQUIRES EACH GRANTEE TO PROVIDE QUEENSCARE WITH A
Pt I Line 2		COPY OF THEIR ANNUAL FINANCIAL REPORTS.

Schedule I (Form 990) 2012

Additional Data

Software ID:	12000225
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet

Complete if the organization answered "Yes" to Form 990,
Part IV, question 23.
SchJMediumBullet

Attach to Form 990. SchJMediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

QUEENSCARE

Employer identification number

95-1644040

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed in Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain....

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all officers,
directors, trustees, and the CEO/Executive Director, regarding the items checked in line 1a? .......

Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations Approval by the board or compensation committee

During the year, did any person listed in Form 990, Part VII, Section A, line 1a with respect to the filing organization or a related organization:

Receive a severance payment or change-of-control payment? ................

Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........

Participate in, or receive payment from, an equity-based compensation arrangement? .........

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.

Only 501(c)(3) and 501(c)(4) organizations only must complete lines 5-9.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 5a or 5b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 6a or 6b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............

Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................

If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50053T

Schedule J (Form 990) 2012

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is needed.

For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions, on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.
Note. The sum of columns (B)(i)-(iii) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.

(A) Name and Title		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(A) Name and Title		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported as deferred in prior Form 990
(1)BARBARA B HINES	(i) (ii)	112,262 121,619		1,806	7,256 7,256	10,846 10,845	132,170 139,720

Schedule J (Form 990) 2012

Page 3

Part III

Supplemental Information

Complete this part to provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II.
Also complete this part for any additional information.

Identifier	Return Reference	Explanation

Schedule J (Form 990) 2012

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE M
(Form 990)

Department of the Treasury

Internal Revenue Service

Noncash Contributions

Complete if the organizations answered "Yes" on Form 990, Part IV, lines 29 or 30.
Right pointing arrow large image

Attach to Form 990.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

QUEENSCARE

Employer identification number

95-1644040

Part I

Types of Property

	(a) Check if applicable	(b) Number of contributions or items contributed	(c) Noncash contribution amounts reported on Form 990, Part VIII, line 1g
1 Art—Works of art ....
2 Art—Historical treasures .
3 Art—Fractional interests ..
4 Books and publications ..
5 Clothing and household goods .......
6 Cars and other vehicles ..
7 Boats and planes ....
8 Intellectual property ...
9 Securities—Publicly traded .
10 Securities—Closely held stock .
11 Securities—Partnership, LLC, or trust interests ....
12 Securities—Miscellaneous ..
13 Qualified conservation contribution—Historic structures .....
14 Qualified conservation contribution—Other ...
15 Real estate—Residential .
16 Real estate—Commercial ..
17 Real estate—Other ...
18 Collectibles .....
19 Food inventory ...
20 Drugs and medical supplies .	X	1	21,828
21 Taxidermy ......
22 Historical artifacts ....
23 Scientific specimens ..
24 Archeological artifacts ...
25 Other ( )
26 Other ( )
27 Other ( )
28 Other ( )

Number of Forms 8283 received by the organization during the tax year for contributions
for which the organization completed Form 8283, Part IV, Donee Acknowledgement ...

Yes

30a

During the year, did the organization receive by contribution any property reported in Part I, lines 1-28 that it

must hold for at least three years from the date of the initial contribution, and which is not required to be used

for exempt purposes for the entire holding period? ..................

30a

If "Yes," describe the arrangement in Part II.

Does the organization have a gift acceptance policy that requires the review of any non-standard contributions?

32a

Does the organization hire or use third parties or related organizations to solicit, process, or sell noncash

contributions? ..........................

32a

If "Yes," describe in Part II.

If the organization did not report an amount in column (c) for a type of property for which column (a) is checked,

describe in Part II.

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 51227J

Schedule M (Form 990) (2012)

Page 2

Part II

Supplemental Information. Complete this part to provide the information required by Part I, lines 30b,
32b, and 33, and whether the organization is reporting in Part I, column (b), the number of contributions, the number of items received, or a combination of both. Also complete this part for any additional information.

Identifier	Return Reference	Explanation

Schedule M (Form 990) (2012)

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.

OMB No. 1545-0047

2012

Open to Public
Inspection

Name of the organization

QUEENSCARE

Employer identification number

95-1644040

Identifier	Return Reference	Explanation
Pt VI, Line 6		St. Joseph's Health Support Alliance, a California
		non-profit, nonstock, public benefit corporation
		described in Section 501(c)(3) of the Internal Revenue
		Code, is the sole corporate member of QueensCare.
Pt VI, Line 7a		In its capacity as QueensCare's sole corporate member,
		St. Joseph's Health Support Alliance has the authority
		to appoint, remove, and replace each of the members of
		QueensCare's Board of Directors.
Pt VI, Line 7b		St. Joseph's Health Support Alliance, as QueensCare's
		sole corporate member, has the right to approve certain
		fundamental transactions, such as amendments to by-laws,
		QueensCare's Articles of Incorporation or resolutions
		to dissolve QueensCare's corporate existence.
Pt VI, Line 11b		Following preparation of a final draft of the Form 990
		by the organization's tax preparers, the organization's CEO
		and CFO review, analyze and discuss the final draft
		to better ensure its accuracy and completeness. After
		the return is filed, the CEO and CFO review and discuss
		material aspects and details of the return at the next
		regularly scheduled meeting of the Board of Directors.
Pt VI, Line 12c		The organization's Board members, corporate officers, and
		staff are subject to a written conflicts of interest
		policy. Pursuant to that policy, each such person is required to
		identify any transaction with the organization in which
		the person has (or may have) a financial interest. If a
		conflict (or potential conflict) is identified, the Board,
Form 990, Part III, Line 4d		QUEENSCARE ALSO CONTRIBUTES TO THE GENE AND MARILYN 313000. 313000. 0. QUEENSCARE ALSO CONTRIBUTES TO AIDS ORGANIZATIONS; 553292. 460000. 0. QUEENSCARE PROVIDES THE FOLLOWING MEDICAL CARE SUPPORT SERVICES 3153942. 2481272. 0.
Form 990, Part IX, Line 24f		PHARM & MEDICAL SUPPLIES REPAIR & MAINTENANCE TAXES & LICENSES SUBSCRIPTIONS OTHER EXPENSES
		excluding any involved Board members, carefully reviews
		the terms of the transaction and makes a determination
		as to whether the transaction is fair and reasonable
		to the organization under all the facts and circumstances.
		The organization monitors and enforces compliance with
		this policy by: (i) discussing such issues at its annual
		meeting; (ii) requiring all covered persons to annually
		provide written certification of their compliance with
		the policy; and (iii) carefully reviewing all material
		transactions to identify potential or real conflicts.
Pt VI, Line 15a		A Compensation Committee comprised of independent Board
		members formulates a proposed compensation level for
		the CEO by reviewing general compensation data for similarly
		situated organizations. Following such a review, the
		Compensation Committee presents its findings and recommendations to the
		Board at which Board members are provided with the opportunity to
		ask questions. Based on the findings and recommendations
		of the Compensation Committee, a Board vote is taken to
		establish the new compensation level for the CEO.
		Deliberations of the Compensation Committee and the Board are
		recorded in the organization's minute book. The
		evaluation, review, and recommendation process was last
		undertaken by the Compensation Committee in June 2013
		and its findings and recommendations with regard to the
		CEO's compensation level were approved by the Board in
		June 2013.
Pt VI, Line 19		The organization's annual information return (Form 990) is available
		on a third-party website (GuideStar). The organizaion
		provides copies of its governing documents, its conflict
		of interest policy, as well as its three most recent
		Forms 990 to any interested person that makes a request
		for such documents.
Pt VII, Line 1a		Director Jay Guerena devoted approximately two hours of his
		time per week to a related organization, QueensCare
		Health Centers(QHC), in his capacity as a Director of QHC.
		Secretary Sr. Judy Murphy devoted approximately 2 hours of
		her time per week to QHC in her capacity as QHC's Secretary. Sr.Murphy also
		provided services to QueensCare as an independent
		contractor for which she was compensated.
		Director Allan Michelena devoted approximately 2 hours of
		his time per week to QHC in his capacity as Chairman of
		QHC's Board of Directors.
		Director David Walsh devoted approximately two hours of his
		time per week to QHC in his capacity as a Director of QHC.
		CEO Barbara Hines devoted approximately 20 hours of her
		time per week to QHC in her capacity as QHC's CEO.
		QueensCare's CFO, Gary Grubbs, also devoted approximately
		20 hours of his time to QHC as its Chief Financial Officer.
Sch A, Pt I		QueensCare is recognized as a hospital described in section
		170(b)(1)(A)(iii) of the Internal Revenue Code because
		its principal purpose is to provide medical care through
		neighborhood medical clinics. QueensCare is not licensed
		to operate a hospital.

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2012

Additional Data

Software ID:	12000225
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" to Form 990, Part IV, line 33, 34, 35, 36, or 37.
MediumBullet

Attach to Form 990. MediumBullet

See separate instructions.

OMB No. 1545-0047

2012

Open to Public Inspection

Name of the organization

QUEENSCARE

Employer identification number

95-1644040

Part I

Identification of Disregarded Entities (Complete if the organization answered "Yes" to Form 990, Part IV, line 33.)

(a) Name, address, and EIN (if applicable) of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity
(1) BRIDGE STREET-QC LLC 1525 BRIDGE STREET YUBA CITY,CA95993 95-1644040	RENTAL REAL ESTATE	CA	618,438	13,516,430	QUEENSCARE
(2) SCHILLING PLACE PROPERTY QC LLC 1441 SCHILLING PLACE SALINAS,CA93901 95-1644040	RENTAL REAL ESTATE	CA	2,127,742	36,683,327	QUEENSCARE
(3) SCHILLING PROPERTY QC-LLC 1488 1494 SCHILLING PLACE SALINAS,CA93901 95-1644040	RENTAL REAL ESTATE	CA	936,190	17,978,458	QUEENSCARE
(4) GREENFIELD APARTMENTS QC LLC 1640 S GREENFIELD CIRCLE NE GRAND RAPIDS,MI49505 95-1644040	RENTAL REAL ESTATE	CA	670,872	7,053,966	QUEENSCARE
(5) HPMB LLC 1300 N VERMONT AVENUE LOS ANGELES,CA90027 95-1644040	RENTAL REAL ESTATE	CA	2,304,563	17,251,646	QUEENSCARE
(6) AIRWAY DIEGO LLC 10132 AIRWAY ROAD SAN DIEGO,CA92154 95-1644040	RENTAL REAL ESTATE	CA	1,506,699	21,027,432	QUEENSCARE

Part II

Identification of Related Tax-Exempt Organizations (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1) ST JOSEPH'S HEALTH SUPPORT ALLIANCE 1300 N VERMONT AVENUE LOS ANGELES,CA90027 94-0831115	TO SUPPORT QUEENSCARE	CA	501(C)(3)	11c III-FI	NA		No
(2) QUEENSCARE HEALTH CENTERS 1300 N VERMONT AVENUE LOS ANGELES,CA90027 95-3702136	PROVIDE MEDICAL SERV TO THE INDIGENT	CA	501(C)(3)	3	NA		No
(3) QUEEN OF ANGELS HOLLYWOOD PRESBYTERIAN FOUNDATION 1300 N VERMONT AVENUE LOS ANGELES,CA90027 95-3403582	TO SUPPORT QUEENSCARE	CA	501(C)(3)	11c III-FI	NA		No

For Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50135Y

Schedule R (Form 990) 2012

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Predominant income(related, unrelated, excluded from tax under sections 512-514)	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?		(k) Percentage ownership
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity		(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No
(1) QFCQCP 1300 N VERMONT AVENUE LOS ANGELES,CA90027 26-0502255	TO OPERATE AND MANAGE HEALTHCARE CLINICS	CA	NA	RELATED	-5,101,294	411		No		Yes		40.000 %

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust (Complete if the organization answered "Yes" to Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(i) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	Yes	No

Schedule R (Form 990) 2012

Page 3

Part V

Transactions With Related Organizations (Complete if the organization answered "Yes" to Form 990, Part IV, line 34, 35b, or 36.)

Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule.

Yes

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest (ii) annuities (iii) royalties or (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .

b Gift, grant, or capital contribution to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

c Gift, grant, or capital contribution from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

d Loans or loan guarantees to or for related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

e Loans or loan guarantees by related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

f Dividends from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

g Sale of assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

h Purchase of assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

i Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

j Lease of facilities, equipment, or other assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

k Lease of facilities, equipment, or other assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

l Performance of services or membership or fundraising solicitations for related organization(s) . . . . . . . . . . . . . . . . . . . .

m Performance of services or membership or fundraising solicitations by related organization(s) . . . . . . . . . . . . . . . . . . . .

n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .

o Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

p Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

q Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

r Other transfer of cash or property to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

s Other transfer of cash or property from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.

(a) Name of other organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved
(1) (1) QFCQCP	b	5,101,705	ACCRUAL
(2) (2) QUEENSCARE HEALTH CENTERS	b	102,273	ACCRUAL
(3) (2) ST JOSEPH'S HEALTH SUPPORT ALLIANCE	k	24,000	ACCRUAL
(4) (3) QUEENSCARE HEALTH CENTERS	o	199,844	ACCRUAL
(5) (4) QUEENSCARE HEALTH CENTERS	p	508,975	ACCRUAL
(6) (5) QUEENSCARE HEALTH CENTERS	q	881,778	ACCRUAL

Schedule R (Form 990) 2012

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership (Complete if the organization answered "Yes" to Form 990, Part IV, line 37.)

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.

(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(e) Are all partners section 501(c)(3) organizations?		(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2012

Page 5

Part VII

Supplemental Information

Complete this part to provide additional information for responses to questions on Schedule R (see instructions).

Identifier	Return Reference	Explanation

Additional Data

Software ID:	12000225
Software Version: