TY 2013 Form 990

(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)
(1) MARK BATENIC........................................................................ TRUSTEE	2.00 .......................	X
(2) DENNIS BELCASTRO........................................................................ TRUSTEE	2.00 .......................	X
(3) RICK BRINDLE........................................................................ TRUSTEE	2.00 .......................	X
(4) PAUL COOKE........................................................................ TRUSTEE	2.00 .......................	X
(5) DAVE JONES........................................................................ TRUSTEE	2.00 .......................	X
(6) TODD JONES........................................................................ TRUSTEE	2.00 .......................	X
(7) JAMES KELLER........................................................................ TRUSTEE	2.00 .......................	X
(8) MARILYN DAY KIERNAN........................................................................ TRUSTEE	2.00 .......................	X
(9) PETER LARKIN........................................................................ TRUSTEE	2.00 .......................	X
(10) JOHN MAYER........................................................................ TRUSTEE	2.00 .......................	X
(11) LARRY MCCURRY........................................................................ TRUSTEE	2.00 .......................	X
(12) MICHAEL S NEEDLER........................................................................ TRUSTEE	2.00 .......................	X
(13) AUSTIN F NOLL JR........................................................................ TRUSTEE	2.00 .......................	X
(14) KEITH OLSCAMP........................................................................ TRUSTEE	2.00 .......................	X
(15) DAVID ORGEL........................................................................ TRUSTEE	2.00 .......................	X
(16) LESLIE SARASIN........................................................................ TRUSTEE	2.00 .......................	X
(17) DAVID W SCHOEDER........................................................................ TRUSTEE	2.00 .......................	X

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	4,664,518	4,664,518
2	Grants and other assistance to individuals in the United States. See Part IV, line 22
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 ....	367,667	145,268	57,498	164,901
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	208,738	122,028	82,086	4,624
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	14,299	9,411	6,937	-2,049
9	Other employee benefits .......	44,008	21,608	12,157	10,243
10	Payroll taxes ...........	29,168	13,709	7,292	8,167
11	Fees for services (non-employees):
a	Management ......
b	Legal .........	3,725		3,725
c	Accounting ...........	24,751		24,751
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) ........	7,833		7,833
12	Advertising and promotion ....
13	Office expenses .......	17,651	1,197	15,305	1,149
14	Information technology ......
15	Royalties ..
16	Occupancy ...........	25,530	11,822	6,765	6,943
17	Travel ............	28,955		28,955
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......
19	Conferences, conventions, and meetings ....	11,460		11,460
20	Interest ...........
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization .....	1,541	714	408	419
23	Insurance ..............	5,236		5,236
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	MATERIALS	319,145			319,145
b	LICENSE AND FEES	6,476			6,476
c	EQUIPMENT REPAIR/MAINTE	2,816		2,816
d	LEASE PAYMENTS	2,320		2,320
e	All other expenses	1,381		1,381
25	Total functional expenses. Add lines 1 through 24e	5,787,218	4,990,275	276,925	520,018
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).

Part X Balance Sheet Check if Schedule O contains a response or note to any line in this Part X ..............
	1	Cash–non-interest-bearing .............	170,435	1	291,819
2	Savings and temporary cash investments .........	951,683	2	1,577,700
3	Pledges and grants receivable, net ...........	475,119	3	464,761
4	Accounts receivable, net .............	0	4	44,892
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 ..............	10,375	8	6,419
9	Prepaid expenses and deferred charges ..........	11,371	9	9,286
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	33,543
b	Less: accumulated depreciation .....	10b	30,365	4,719	10c	3,178
11	Investments—publicly traded securities ..........		11
12	Investments—other securities. See Part IV, line 11 .....	131,540	12	72,503
13	Investments—program-related. See Part IV, line 11 .....		13
14	Intangible assets ...............		14
15	Other assets. See Part IV, line 11 ...........	4,200	15	2,100
16	Total assets. Add lines 1 through 15 (must equal line 34)......	1,759,442	16	2,472,658
	17	Accounts payable and accrued expenses .........	287	17	58,748
18	Grants payable .................	322,518	18	820,440
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 ..		23
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....................	6,241	25	4,985
26	Total liabilities. Add lines 17 through 25.........	329,046	26	884,173
		Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............	1,430,396	27	1,588,485
28	Temporarily restricted net assets ...........		28
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 ...........	1,430,396	33	1,588,485
34	Total liabilities and net assets/fund balances ........	1,759,442	34	2,472,658

- 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.
right arrow

Information about Schedule A (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public
Inspection

Name of the organization

MAKING CHANGE

Employer identification number

48-1003869

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) 2013

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)		(a) 2009	(b) 2010	(c) 2011	(d) 2012	(e) 2013	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any "unusual grants.") ....	5,097,772	4,351,073	4,152,363	4,880,348	5,923,833	24,405,389
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	5,097,772	4,351,073	4,152,363	4,880,348	5,923,833	24,405,389
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.						24,405,389

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2009	(b) 2010	(c) 2011	(d) 2012	(e) 2013	(f) Total
7	Amounts from line 4..	5,097,772	4,351,073	4,152,363	4,880,348	5,923,833	24,405,389
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...	14,969	5,694	7,675	6,763	6,613	41,714
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).						24,447,103

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 2013 (line 6, column (f) divided by line 11, column (f)) .........

99.830 %

Public support percentage for 2012 Schedule A, Part II, line 14 ...............

99.650 %

16a

33 1/3% support test—2013. 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—2012. 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—2013. 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—2012. 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) 2013

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)		(a) 2009	(b) 2010	(c) 2011	(d) 2012	(e) 2013	(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.)

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2009	(b) 2010	(c) 2011	(d) 2012	(e) 2013	(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 2013 (line 8, column (f) divided by line 13, column (f)) .........

Public support percentage from 2012 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2013 (line 10c, column (f) divided by line 13, column (f)) ......

Investment income percentage from 2012 Schedule A, Part III, line 17 .............

19a

33 1/3% support tests—2013. 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—2012. 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) 2013

Page 4

Part IV

Supplemental Information. 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) 2013

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. SchDMd Bullet

Information about Schedule D (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization

MAKING CHANGE

Employer identification number

48-1003869

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) 2013

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 ....
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 ......

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

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. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11a. See Form 990, Part X, line 10.

Description of property		(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................
b	Buildings ................
c	Leasehold improvements ............
d	Equipment ................	33,543	30,365	3,178
e	Other .................
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......				3,178

Schedule D (Form 990) 2013

Page 3

Part VII

InvestmentsOther Securities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11b. 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
Other








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

Part VIII

InvestmentsProgram Related. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11c. See Form 990, Part X, line 13.

(a) Description of investment		(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. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11d. 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. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25.

1.(a) Description of liability		(b) Book value
Federal income taxes
DEFERRED RENT		4,985








Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)		4,985
2. Liability for uncertain tax positions 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) 2013

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1	Total revenue, gains, and other support per audited financial statements .......			1	5,945,307
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains on investments ..........	2a	14,861
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	14,861
3	Subtract line 2e from line 1.....................			3	5,930,446
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	0
5	Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ......			5	5,930,446

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
1	Total expenses and losses per audited financial statements ...........		1	5,787,218
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	0
3	Subtract line 2e from line 1.....................		3	5,787,218
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	0
5	Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ......		5	5,787,218

Part XIII

Supplemental Information

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.

Return Reference	Explanation
PART X, LINE 2:	MAKING CHANGE IS A NOT-FOR-PROFIT ORGANIZATION INCORPORATED IN THE DISTRICT OF COLUMBIA AND IS EXEMPT FROM THE PAYMENT OF FEDERAL INCOME TAXES ON ITS EXEMPT ACTIVITIES UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. MAKING CHANGE IS CLASSIFIED AS A PUBLICLY SUPPORTED FOUNDATION AS DEFINED IN SECTION 509(A)(1) AND 170(B)(1)(A)(VI) OF THE INTERNAL REVENUE CODE. CONTRIBUTIONS MADE TO MAKING CHANGE ARE DEDUCTIBLE BY THE DONOR FOR FEDERAL INCOME TAX PURPOSES, SUBJECT TO THE STATUTORY LIMITATION ON CHARITABLE CONTRIBUTIONS. MAKING CHANGE TAX RETURNS ARE SUBJECT TO REVIEW AND EXAMINATION BY FEDERAL, STATE, AND LOCAL AUTHORITIES. THE TAX RETURNS FOR THE FISCAL YEARS ENDED 2011, 2012, AND 2013 ARE OPEN FOR EXAMINATION BY FEDERAL, STATE, AND LOCAL AUTHORITIES.

Return Reference

Explanation

PART X, LINE 2:

MAKING CHANGE IS A NOT-FOR-PROFIT ORGANIZATION INCORPORATED IN THE DISTRICT OF COLUMBIA AND IS EXEMPT FROM THE PAYMENT OF FEDERAL INCOME TAXES ON ITS EXEMPT ACTIVITIES UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE. MAKING CHANGE IS CLASSIFIED AS A PUBLICLY SUPPORTED FOUNDATION AS DEFINED IN SECTION 509(A)(1) AND 170(B)(1)(A)(VI) OF THE INTERNAL REVENUE CODE. CONTRIBUTIONS MADE TO MAKING CHANGE ARE DEDUCTIBLE BY THE DONOR FOR FEDERAL INCOME TAX PURPOSES, SUBJECT TO THE STATUTORY LIMITATION ON CHARITABLE CONTRIBUTIONS. MAKING CHANGE TAX RETURNS ARE SUBJECT TO REVIEW AND EXAMINATION BY FEDERAL, STATE, AND LOCAL AUTHORITIES. THE TAX RETURNS FOR THE FISCAL YEARS ENDED 2011, 2012, AND 2013 ARE OPEN FOR EXAMINATION BY FEDERAL, STATE, AND LOCAL AUTHORITIES.

Schedule D (Form 990) 2013

Additional Data

Software ID:
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
lBullet

Information about Schedule I (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public
Inspection

Name of the organization
MAKING CHANGE

Employer identification number
48-1003869

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) 211 BROWARD 250 NE 33RD ST OASLAND PARK,FL33334	65-0589294	501(C)(3)	15,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(2) 2ND HARVEST FOOD BANK OF MIDDLE TENNESSEE 331 GREAT CIRCLE RD NASHVILLE,TN37228	62-1049447	501(C)(3)	67,355	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(3) 4KIDS OF SOUTH FLORIDA 827 SOUTH STATE RD 7 BLDG1 SUITE B NORTH LAUDERDALE,FL33068	61-1416525	501(C)(3)	7,500	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(4) ACHIEVEMENT CENTERS FOR CHILDREN AND FAMILIES 555 NW 4TH ST DELRAY BEACH,FL33444	59-1264435	501(C)(3)	5,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(5) AGAPE FOOD BANK CO CATHOLIC CHARITIES 1081 E MEMORIAL BLVD LAKELAND,FL33801	59-1214353	501(C)(3)	25,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(6) ALBUQUERQUE CHRISTIAN CHILDREN'S HOME INC 5700 WINTER HAVEN NW ALBUQUERQUE,NM87120	23-7122398	501(C)(3)	10,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(7) ALBUQUERQUE CHRISTIAN CHILDREN'S HOME INC 5700 WINTER HAVEN NW ALBUQUERQUE,NM87120	23-7122398	501(C)(3)	5,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(8) ALL FAITHS FOOD BANK 8171 BLAIKIE CT SARASOTA,FL34240	65-0115814	501(C)(3)	25,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(9) ALONZO MOURING CHARITIES 2901 FLORIDA AVE SUITE 806 COCONUT GROVE,FL33133	65-1075983	501(C)(3)	15,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(10) AMERICAN CANCER SOCIETY 1851 OLD CUTHBERT ROAD CHERRY HILL,NJ08034	16-0743902	501(C)(3)	13,510	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(11) AMERICAN CANCER SOCIETY SOUTH ATLANTIC DIVISION 92 READS WAY SUITE 205 NEW CASTLE,DE19720	58-0659875	501(C)(3)	20,901	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(12) AMERICAN RED CROSS 146 S COLE RD BOISE,ID83709	53-0196605	501(C)(3)	55,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(13) AMERICAN RED CROSS 1 WESTPORT CT BLOOMINGTON,IL61704	53-0196605	501(C)(3)	11,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(14) AMERICA'S SECOND HARVEST OF COASTAL GEORGIA 2501 E PRESIDENT ST SAVANNAH,GA31404	58-1442013	501(C)(3)	9,495	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(15) ARC OF MARTIN COUNTY 2001 S KANNAR HIGHWAY STUART,FL34994	59-6153484	501(C)(3)	3,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(16) ARIE CROWN HEBREW DAY SCHOOL 4600 W MAIN STREET SKOKIE,IL60076	36-2129620	501(C)(3)	5,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(17) BEARS CARE 1000 FOOTBALL DRIVE LAKE FOREST,IL60045	20-3902715	501(C)(3)	32,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(18) BEST BUDDIES TEXAS 2904 FLOYD STREET DALLAS,TX75204	52-1614576	501(C)(3)	12,500	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(19) BEST BUDDIES TEXAS 2904 FLOYD STREET DALLAS,TX75204	52-1614576	501(C)(3)	12,500	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(20) BIG BROTHER BIG SISTER OF NORTHERN NEW MEXICO 1229 S ST FRANXIS DRIVE SUITE C SANTA FE,NM87505	85-0276498	501(C)(3)	5,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(21) BIG BROTHER BIG SISTER OF NORTHERN NEW MEXICO 1229 S ST FRANCIS DRIVE SUITE C SANTA FE,NM87505	85-0276498	501(C)(3)	5,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(22) BRENT CELEK'S TAKE FLIGHT FOUNDATION 51 NORTH 3RD ST 217 PHILADELPHIA,PA19106	27-2662877	501(C)(3)	20,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(23) BROWARD CHILDREN'S CENTER 200 SE 19TH AVENUE POMPANO BEACH,FL33060	59-1378244	501(C)(3)	5,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(24) BROWARD MEALS ON WHEELS 3810 INVERRARY BLVD SUITE 305 LAUDERHILL,FL33319	59-2450043	501(C)(3)	20,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(25) BROWARD PARTNERSHIP FOR THE HOMELESS 920 NW 7TH AVE FT LAUDERDALE,FL33311	65-0777033	501(C)(3)	20,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(26) BURTON MEMORIAL UNITED METHODIS CHURCHUPPER KEYS FOOD PANTRY 93001 OVERSEAS HIGHWAY TAVENIER,FL33070	59-1817528	501(C)(3)	7,500	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(27) CAMACOL 1401 WEST FLAGLER STREET MIAMI,FL33135	59-1232945	501(C)(3)	40,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(28) CAMILLUS HOUSE 336 NW 5TH STREET MIAMI,FL33128	65-0063921	501(C)(3)	15,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(29) CAMP SUMMIT 17210 CAMPBELL RD SUUITE 180-W DALLAS,TX75252	75-2488486	501(C)(3)	6,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(30) CANCER ASSOCIATION OF LAKE HAVASU 2126 MCCULLOCH BLVD PO BOX 1410 LAKE HAVASU,AZ86405	20-1839858	501(C)(3)	15,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(31) CARL E SANDERS FAMILY YMCA AT BUCKHEAD 1160 MOORES MILL RD ATLANTA,GA30327	58-0566253	501(C)(3)	5,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(32) CARRIE TINGLEY HOSPITAL FOUNDATION 1128 UNIVERSITY BLVD NE ALBUQUERQUE,NM87102	85-6012236	501(C)(3)	7,500	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(33) CARRIE TINGLEY HSPITAL FOUNDATION 1128 UNIVERSITY BLVD NE ALBUQUERQUE,NM87102	85-6012236	501(C)(3)	111,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(34) CATHOLIC CHARITIES OF THE ARCHDIOCESES OF CHICAGO 721 N LASALLE ST CHICAGO,IL60654	53-0196617	501(C)(3)	5,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(35) CENTRO HISPANIC CATHOLIC CHILDCARE CENTER 125 NW 25TH STREET MIAMI,FL33127	59-1279497	501(C)(3)	5,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(36) CENTRO MATER CHILDCARE SERVICES 8298 NW 103RD STREET HIALEAH GARDENS,FL33016	20-8083301	501(C)(3)	5,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(37) CHAPMAN PARTNERSHIP 1550 N MIAMI AVENUE MIAMI,FL33136	65-0425069	501(C)(3)	15,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(38) CHARLOTTEE COUNTY HOMELESS COALITION 1476 KENESAW ST PORT CHARLOTEE,FL34124	65-0139525	501(C)(3)	15,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(39) CHEROKEE MUST PO BOX 1696 CANTON,GA30169	58-2034725	501(C)(3)	9,043	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(40) CHILDREN'S CANCER HOSPITAL 10300 N CENTRAL EXPRESSWAY SUITE 463 DALLAS,TX75231	75-2113401	501(C)(3)	5,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(41) CHILDREN'S HOME SOCIETY OF MIAMI 800 NW 15TH STEET MIAMI,FL33136	59-0192430	501(C)(3)	5,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(42) CHRISTIAN CITY 7345 RED OAK RD UNION CITY,GA30291	58-0917609	501(C)(3)	5,148	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(43) CITY OF HOPE 11811 N TATUM BLVD SUITE P120 PHOENIX,AZ85028	94-3183151	501(C)(3)	10,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(44) CITY OF HOPE-FOOD INDUSTRIES CIRCLE 1055 WILSHIRE BLVD 11TH FL LOS ANGELES,CA90017	95-3435919	501(C)(3)	5,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(45) CITY OF HOPE-FOOD INDUSTRIES CIRCLE 1055 WILSHIRE BLVD 11TH FL LOS ANGELES,CA90017	95-3435919	501(C)(3)	15,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(46) CITY OF HOPE-FOOD INDUSTRIES CIRCLE 1055 WILSHIRE BLVD 11TH FL LOS ANGELES,CA90017	95-3435919	501(C)(3)	25,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(47) COALITION AGAINST HUNGER 1725 FAIRMOUNT AVE PHILADELPHIA,PA19130	26-2727680	501(C)(3)	20,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(48) COMMUNITY RESOURCE CENTER PO BOX 1232 JACKSON,WY83001	74-3104462	501(C)(3)	5,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(49) COWBOYS FOR CANCER PO BOX 1209 LAS CRUCES,NM88004	20-4867395	501(C)(3)	5,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(50) CYSTIC FRIBROSIS FOUNDATION SOUTHERN CALIF CHAPTER 2150 TOWNE CENTRE PLACE STE 120 ANAHEIM,CA92806	13-1930701	501(C)(3)	138,019	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(51) DAN MARINO FOUNDATION 400 N ANDREWS AVENUE FORT LAUDERDALE,FL33301	65-0320556	501(C)(3)	30,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(52) EGALES YOUTH PARTNERSHIP NOVACARE COMPLEX ONE NOVACARE WAY PHILADELPHIA,PA19145	23-2794290	501(C)(3)	30,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(53) ENDE MENZER WALSH AND QUINN RETIREES WIDOWS AND CHILDREN'S ASSISTANCE F 20 SOUTH CLARK ST CHICAGO,IL60603	20-5045585	501(C)(3)	6,366	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(54) ETHOS EDUCATION GROUP PO BOX 72 8700 STONEBROOK PKWY FRISCO,TX75034	46-4897207	501(C)(3)	5,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(55) FAMILY CHRISTIAN ASSOCIATION AMERICA 14701 NORTH WEST 7TH AVENUE MIAMI,FL33168	59-2371125	501(C)(3)	7,500	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(56) FARM SHARE INC 14125 S W 320TH STREET HOMESTEAD,FL33033	65-0342192	501(C)(3)	5,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(57) FARM SHARE INC 14125 SW 320TH STREET HOMESTEAD,FL33033	65-0342192	501(C)(3)	75,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(58) FC DALLAS FOUNDATION 1601 ELM ST DALLAS,TX75201	84-0757201	501(C)(3)	5,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(59) FEEDING AMERICA OF TAMPA BAY 4702 TRANSPORT DR BLDG 6 TAMPA,FL33605	59-2116576	501(C)(3)	25,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(60) FEEDING SOUTH FLORDIA 2501 SW 32ND TERRACE PEMBROKE PARK,FL33023	59-2097520	501(C)(3)	7,500	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(61) FISHER HOUSE JBLM 999 WILSON AVE JOINT BASE LEWIS MCCHORD,WA98433	76-0573980	501(C)(3)	6,200	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(62) FOOD FINDERS 2301 E 28TH ST SUITE 303 SIGNAL HILL,CA90755	33-0412749	501(C)(3)	5,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(63) FOOD FOR LIFE NETWORK 3510 BISCAYNE BOULEVARD SUITE 300 MIAMI,FL33137	59-2815277	501(C)(3)	7,500	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(64) FOOD OF LIFE OUTREACH MINISTRIES 957 NW 3RD AVENUE STE 3 FLORDIA CITY,FL33034	01-0939609	501(C)(3)	7,500	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(65) FOREVER FAMILY 1709 SW 4TH COURT FORT LAUDERDALE,FL33312	20-0297838	501(C)(3)	20,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(66) GALLOPING GRACE YOUTH RANCH PO BOX 44186 RIO RANCH,NM87174	26-1164672	501(C)(3)	7,373	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(67) GLAD TIDINGS CHURCH 1209 UNITED STREET KEY WEST,FL33040	59-1431599	501(C)(3)	7,500	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(68) GOLDEN HARVEST FOOD BANK 3310 COMMERCE DR AUGUSTA,GA30909	58-1466516	501(C)(3)	7,476	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(69) GOODWILL INDUSTRIES 2121 N W 21ST STREET MIAMI,FL33142	59-0866126	501(C)(3)	20,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(70) GREATER CHICAGO FOOD DEPOSITORY 4100 W ANN LURIE PLACE CHICAGO,IL60623	36-2971864	501(C)(3)	16,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(71) GUADALUPE CENTER OF IMMOKALEE 509 HOPE CIRCLE IMMOKALEE,FL34105	59-2617151	501(C)(3)	17,500	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(72) HARRY CHAPIN FOOD BANK OF SOUTHWEST 2126 ALICIA ST FT MYERS,FL33901	59-2332120	501(C)(3)	25,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(73) HARVEST FOOD DRIVE 5190 NW 165TH STREET MIAMI,FL33014	59-2142315	501(C)(3)	10,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(74) HELPING IN HIS NAME MINISTRIES INC 85 BELLAMY PLACE SUITE A STOCKBRIDGE,GA30281	58-1960667	501(C)(3)	11,681	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(75) HELPING PEOPLE SUCCEED 1100 SE FEDERAL HIGHWAY STUART,FL34994	59-1051699	501(C)(3)	10,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(76) HISPANIC UNITY 5840 JOHNSDON ST HOLLYWOOD,FL33021	59-2230272	501(C)(3)	7,500	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(77) ILLINOIS STATE COUNCIL CHARITIES INC 187 S INDIANA AVE 3RD FLOOR KANKAKEE,IL60691	51-0194196	501(C)(3)	12,893	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(78) IMMOKALEE CHILD CARE CENTER 415 COLORADO AVE IMMOKALEE,FL34142	59-1209842	501(C)(3)	17,500	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(79) ISLAND DOLPHIN CARE 150 LORELAND PLACE KEY LARGO,FL33037	65-0728047	501(C)(3)	30,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(80) JACOB & CUSHMAN SAN DIEGO FOOD BANK 9850 DISTRIBUTION AVE SAN DIEGO,CA92121	20-4374795	501(C)(3)	5,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(81) JARRETT PAYTON FOUNDATION 150 PIERCE RD STE 400 ITASCA,IL60143	27-5565331	501(C)(3)	10,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(82) JEWISH COMMUNITY SERVICES OF SOUTH FLORIDA 735 N E 125TH STREET N MIAMI,FL33161	65-0736904	501(C)(3)	15,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(83) LAKE CARES FOOD PANTRY 2001 W OLD HWY 441 SUITE 1 MOUNT DORA,FL32757	26-4223345	501(C)(3)	11,926	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(84) LAKE CARES FOOD PANTRY 2001 W OLD HWY 441 SUITE 1 MOUNT DORA,FL32757	26-4223345	501(C)(3)	4,500	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(85) LIFENET4FAMILIES 1 NW 33RD TERRACE FT LAUDERDALE,FL33311	59-2696451	501(C)(3)	15,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(86) LOAVES N FISHES 25 WOODS LAKE RD SUITE 812 GREENVILLE,SC29607	57-0931804	501(C)(3)	30,250	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(87) LORD'S DAILY BREAD PO BOX 1012 AURORA,CO80040	41-2147842	501(C)(3)	5,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(88) LOW COUNTRY FOOD BANK 2864 AZALEA DR CHARLESTON,SC29405	57-0751835	501(C)(3)	35,689	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(89) LUTHERAN SOCIAL SERVICES OF NORTHEAST FLORIDA INC 4615 PHILLIPS HIHWAY JACKSONVILLE,FL32207	59-1965600	501(C)(3)	20,165	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(90) MANNA SHARE-A-MEAL 7946 NW 10TH STREET PLANTATION,FL33322	65-0637594	501(C)(3)	10,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(91) MAYOR'S FEED THE HUNGRY PROGRAM PO BOX 1992 SARASOTA,FL34230	65-0369363	501(C)(3)	25,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(92) MEALS ON WHEELS PLUS 811 23RD AVE EAST BRADENTON,FL34208	59-1420986	501(C)(3)	25,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(93) MERCY HOME FOR BOYS & GIRLS 1140 W JACKSON BLVD CHICAGO,IL60607	36-2171726	501(C)(3)	15,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(94) METROPOLITAN FAMILY SERVICES 1N DEARBORN ST FL 10 CHICAGO,IL60602	36-2167940	501(C)(3)	5,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(95) MINISTERIO NUEVA JERUSLEN INT'L 5400 SW 122ND STREET MIAMI,FL33175	59-2732176	501(C)(3)	7,500	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(96) MUSCULAR DYSTROPHY ASSOCIATION INC 3300 E SUNRISE DRIVE TUCSON,AZ85718	13-1665552	501(C)(3)	171,815	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(97) MUSTARD SEED MINISTRIES PO BOX 3612 FORT PIERCE,FL34948	65-0017366	501(C)(3)	10,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(98) NANCY LIEBERMAN FOUNDATION PO BOX 261233 PIANO,TX75026	36-4642743	501(C)(3)	5,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(99) NANCY LIEBERMAN FOUNDATION PO BOX 261233 PIANO,TX75026	36-4642743	501(C)(3)	5,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(100) NEIGHBORLY CARE NETWORK SUNSHINE CENTER 330 5TH ST NORTH ST PETERSBURG,FL33701	85-8012557	501(C)(3)	15,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(101) NEIGHBORLY CARE NETWORK SUNSHINE CENTER 330 5TH ST NORTH ST PETERSBURG,FL33701	85-8012557	501(C)(3)	5,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(102) NEIGHBORS 4 NEIGHBORS 8900 NORTHWEST 18TH TERRACE DORAL,FL33172	65-0364391	501(C)(3)	24,510	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(103) NEW HAMPSHIRE CATHOLIC CHARITIES DBA NEW HAMPSHIRE FOOD BANK 700 EAST INDUSTRIAL PARK DRIVE MANCHESTER,NH03109	02-0222163	501(C)(3)	10,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(104) NORTHERN ILLINIOS FOOD BANK 273 DEARBORN PARK GENEVA,IL60134	36-3203648	501(C)(3)	13,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(105) OAKWOOD PTSO INC PO BOX 6676 PEORIA,AZ85385	90-0811144	501(C)(3)	8,350	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(106) OFFERDAHL'S HAND-OFF FOUNDATION 2749 NE 37TH DR FORT LAUDERDALE,FL33308	45-4645993	501(C)(3)	5,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(107) ORANGE COUNTY COUNCIL BOY SCOUTS OF AMERICA 1211 E DYER ROAD SANTA ANA,CA93014	95-1727660	501(C)(3)	5,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(108) PALM BEACH COUNTY FOOD BANK 525 GATOR DRIVE LANTANA,FL33462	90-0788707	501(C)(3)	25,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(109) PAT AND EMMITT SMITH CHARITIES 14801 QUORUM DRIVE DALLAS,TX75254	20-1895778	501(C)(3)	25,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(110) PHILABUNDANCE 3616 S GALLOWAY ST PHILADELPHIA,PA19148	23-2290505	501(C)(3)	58,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(111) PHILADELPHIA AFFILIATE OF SUSAN G KOMEN BREAST CANCER FOUNDATION 125 S 9TH STREET SUITE 202 PHILADELPHIA,PA19107	75-2949264	501(C)(3)	20,793	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(112) PROJECT RISE (RESPECT INTEGRITY & SUCCESS THROUGH EDUCATIION) 745 WASHINGTON STREET BRAINTREE,MA02184	04-3194684	501(C)(3)	50,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(113) RAMONA OUTDOOR COMMUNITY CENTER 369 MAIN STREET RAMONA,CA92065	23-7175673	501(C)(3)	10,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(114) RAVENSWOOD BUDLONG HEBREW CONGREGATION 1630 N MILWAUKEE CHICAGO,IL60647	36-2270056	501(C)(3)	5,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(115) REDEEMER LUTHERAN CHURCH AND SCHOOL CO HIS SERVANT'S PLACE 2450 SE OCEAN BOULEVARD STUART,FL34996	59-1273436	501(C)(3)	10,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(116) RUSSELL LIFE SKILLS AND READING FOOUNDATION 5400 S UNIVERSITY DRIVE SUITE 506 DAVIE,FL33328	65-0922490	501(C)(3)	20,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(117) SAINT LOUIS CATHOLIC CHURCH 14440 SW 105 TERRACE MIAMI,FL33186	35-0883491	501(C)(3)	5,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(118) SALVATION ARMY 5631 VAN DYKE ROAD LUTZ,FL33558	58-0660607	501(C)(3)	103,050	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(119) SALVATION ARMY PROVIDENCE CITADEL-386 BROAD ST PROVIDENCE,RI02907	13-5562351	501(C)(3)	30,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(120) SALVATION ARMY DFW METROPLEX COMMAND CENTER 8787 N STEMMONS FREEWAY SUITE 800 DALLAS,TX75247	58-0660607	501(C)(3)	38,573	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(121) SALVATION ARMY BROWARD 1445 W BROWARD BOULEVARD FT LAUDERDALE,FL33312	58-0660607	501(C)(3)	15,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(122) SALVATION ARMY INDIAN RIVER COUNTY 2655 5TH ST SW VERO BEACH,FL32961	59-0631403	501(C)(3)	15,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(123) SALVATION ARMY MIAMI-DADE 1907 NW 38TH ST MIAMI,FL33142	58-0660677	501(C)(3)	15,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(124) SAMUEL'S HOUSE 1614 TRUESDELL COURT KEY WEST,FL33040	65-0951120	501(C)(3)	7,500	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(125) SAN LUIS OBISPO COUNTY 4-H (UNIV OF CA AGRI & NATURAL RESOURCES) 2156 SIERRA WAY SUITE C SAN LUIS OBISPO,CA93401	94-3067788	501(C)(3)	10,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(126) SECOND HARVEST FOOD BANK 1234 EAST FRONT AVE SPOKANE,WA99202	23-7173826	501(C)(3)	5,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(127) SECOND HARVEST FOOD BANK 1502 JESSIE ST JACKSONVILLE,FL32206	59-1965600	501(C)(3)	5,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(128) SECOND HARVEST FOOD BANK OF BREVARD 6928 A VICKIE CIRCLE WEST MELBOURNE,FL32904	59-2142315	501(C)(3)	19,676	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(129) SECOND HARVEST FOOD BANK OF METROLINA (FORT MILL AREA) 500- B SPRATT STREET CHARLOTTEE,NC28206	57-0725560	501(C)(3)	5,226	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(130) SECOND HARVESTY FOOD BANK OF CENTRAL FL 411 MERCY DRIVE ORLANDO,FL32805	59-2142315	501(C)(3)	47,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(131) SECOND HRVEST FOOD BANK OF METROLINA 500 B SPRATT ST CHARLOTTE,NC28206	56-1352593	501(C)(3)	5,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(132) SPECIAL OLYMPICS OREGON 5901 SW MACADAM AVENUE SUITE 200 PORTLAND,OR97239	93-0752969	501(C)(3)	5,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(133) ST MARY'S FOOD BANK 2831 N 31ST AVE PHOENIX,AZ85009	23-7353532	501(C)(3)	10,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(134) ST MARY'S SOUP KITCHEN 2706 FLAGLER AVE KEY WEST,FL33040	05-0616861	501(C)(3)	7,500	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(135) STETSON BAPTIST CHURCH 1025 W MINNESOTA AVE DELAND,FL32720	59-6031891	501(C)(3)	7,500	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(136) SUNCOAST FOOD BANK 5829 EHREN CUT-OFF LAND O LAKE,FL34639	59-2116576	501(C)(3)	25,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(137) SUNRISE CHILDREN'S FOUNDATION 2785 E DESERT INN RD LAS VAGAS,NV89121	88-0303804	501(C)(3)	52,735	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(138) SUN-SENTINEL CHILDREN'S FUND 500 E BROWARD BLVD SUITE 900 FT LAUDERDALE,FL33394	65-0128585	501(C)(3)	15,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(139) SUNSHINE ACRES CHILDREN'S HOME 3405 N HIGLEY ROAD MESA,AZ85215	86-0196532	501(C)(3)	10,500	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(140) SWITCHBOARD OF MIAMI 190 NE 3RD ST MIAMI,FL33132	36-3689171	501(C)(3)	10,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(141) TARRANT AREA FOOD BANK 2600 CULLEN ST FORTH WORTH,TX76107	75-1822473	501(C)(3)	18,475	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(142) THE 100 BLACK MEN OF SOUTH FLOORIDA 9100 S DADELAND BLVD SUITE 1500 MIAMI,FL33156	65-0138060	501(C)(3)	10,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(143) THE CENTER FOR FAMILY RESOURCES 995 ROSWELL ST NE SUITE 100 MARIETTA,GA30060	58-0876634	501(C)(3)	25,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(144) THE COMMUNITY FOOD BANK OF CENTRAL ALABAMA 107 WALTER DAVIS DR BIRMINGHAM,AL35209	63-0772356	501(C)(3)	38,261	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(145) THE DENVER FOUNDATION 55 MADISON STREET 8TH FL DENVER,CO80206	84-6048381	501(C)(3)	5,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(146) THE DREAMBUILDERS FOUNDATION 2020 WILLOWMET LANE BRENTWOOD,TN37207	26-1507549	501(C)(3)	12,500	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(147) THE MUSCULAE DYSTROPHY ASSOCIATION 720 S COLORADO BLVD SUITE 380S DENVER,CO80246	13-1665552	501(C)(3)	11,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(148) THE NANCY LIEBERMAN FOUNDATION PO BOX 261233 PIANO,TX75026	20-1836543	501(C)(3)	3,500	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(149) THE NATIONAL FOOTBALL FOUNDATION INC 433 LAS COLLINAS BLVD E SUITE 1130 IRVING,TX75039	22-1508812	501(C)(3)	10,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(150) THE PANTRY OF BROWARD PO BOX 173936 MIAMI,FL33017	74-3215234	501(C)(3)	15,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(151) THE PLACE 2550 THE PLACE CIRCLE CUMMING,GA30040	58-2355072	501(C)(3)	16,749	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(152) THE SALVATION ARMY 400 S 99TH AVE SUITE 200 TOLLESON,AZ85353	94-1156347	501(C)(3)	10,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(153) THE SALVATION ARMY 400 S 99TH AVE SUITE 200 TOLLESON,AZ85353	94-1156347	501(C)(3)	5,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(154) THE SALVATION ARMY HALL COUNTY 681 DORSEY ST GAINESVILLE,GA30501	58-0660607	501(C)(3)	6,560	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(155) THE SALVATION ARMY-HILLSBOROUGH COUNTY 1603 N FLORIDA AVE TAMPA,FL33602	58-0660607	501(C)(3)	30,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(156) THE SARAH FRIEND HEART FOUNDATION 6912 TRADONNA LANE NORTH RICHLAND HILLS,TX76180	11-3782604	501(C)(3)	5,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(157) THE STOREHOUSE 400 S 99TH AVE SUITE 200 TOLLESON,AZ85353	85-0241340	501(C)(3)	5,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(158) THE STOREHOUSE 400 S 99TH AVE SUITE 200 TOLLESON,AZ85353	85-0241340	501(C)(3)	10,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(159) THE V FOUNDATION FOR CANCER RESEARCH FRIENDS FOR KIDS PO BOX 9277 SOUTHLAKE,TX76092	27-0557419	501(C)(3)	5,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(160) THE VALLEY RESUE MISSION INC 2903 SECOND AVE COLUMBUS,GA31904	58-0901848	501(C)(3)	8,775	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(161) THE VOLUNTEEER WAY 7820 CONGRESS ST NEW PORT RICHEY,FL34653	59-3555687	501(C)(3)	25,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(162) TOMLINSON'S TOUCHING LIVES FOUNDATION INC 1360 EAST 9TH ST SUITE 1100 CLEVELAND,OH44114	20-1414221	501(C)(3)	15,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(163) TREASURE COAST FOOD BANK 401 ANGLE RD FORT PIERCE,FL34947	65-0123281	501(C)(3)	75,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(164) TRINITY CAF' 100 MADISON ST SUITE 300 TAMPA,FL33602	59-3733387	501(C)(3)	15,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(165) TRINTY CAF' 100 MADISON ST SUITE 300 TAMPA,FL33602	59-3733387	501(C)(3)	5,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(166) UNITED FOOD BANK 245 S NINA DRIVWE MESA,AZ85210	86-0505273	501(C)(3)	5,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(167) URBAN LEAGUE- BROWARD 11 NW 36TH AVE FT LAUDERDALE,FL33311	59-1564384	501(C)(3)	12,500	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(168) USO DFW PO BOX 613306 DFW AIRPORT,TX75261	13-1610451	501(C)(3)	11,325	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(169) USO DFW USO DALLAS FORTH WORTH - PO BOX 613306 DFW AIRPORT,TX75261	13-1610451	501(C)(3)	9,055	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(170) VOLUNTEERS OF AMERICA- BASKET OF JOY 2660 LARIMER ST DENVER,CO80205	84-1453741	501(C)(3)	5,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(171) WASTE NOT WANT NOT INC PO 119 ORANGE PARK,FL32067	35-2244427	501(C)(3)	6,700	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(172) WE CARE FOOD PANTRY 5530 MASON CREEK LANE HOMOSSASSA,FL34487	80-0552092	501(C)(3)	12,500	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(173) WE CARE FOOD PANTRY 5530 MASON CREEK LANE HOMOSSASSA,FL34487	80-0552092	501(C)(3)	7,500	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(174) WOMEN IN DISTRESS OF BROWARD COUNTY PO BOX 50187 LIGHOUSE POINT,FL33074	59-1592524	501(C)(3)	20,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.
(175) YMCA OF BROWARD COUNTY 900 SE 3RD AVE SUITE 300 FT LAUDERDALE,FL33316	59-0624463	501(C)(3)	5,000	TO HELP FULFILL MAKING CHANGE'S CORPORATE MISSION OF ALLEVIATING HUNGER.

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

175

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) 2013

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	(d)Amount of non-cash assistance	(e)Method of valuation (book, FMV, appraisal, other)	(f)Description of non-cash assistance

Part IV

Supplemental Information. Provide the information required in Part I, line 2, Part III, column (b), and any other additional information.

Return Reference	Explanation
PART I, LINE 2:	MAKING CHANGE DOES NOT HAVE A PROCEDURE FOR MONITORING THE USE OF THE GRANT FUNDS IN THE UNITED STATES. RETAILERS DESIGNATE THE GRANT RECIPIENTS AND IT IS THEIR RESPONSIBILITY TO MONITOR THE USE OF THE FUNDS.

Schedule I (Form 990) 2013

Additional Data

Software ID:
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, line 23.
SchJMediumBullet

Attach to Form 990. SchJMediumBullet

See separate instructions.
SchJMediumBullet

Information about Schedule J (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public Inspection

Name of the organization

MAKING CHANGE

Employer identification number

48-1003869

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
directors, trustees, officers, including 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) 2013

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)DENIS R ZEGARPRESIDENT/CEO	(i) (ii)	190,000 0	0 0	9,341 0	22,417 0	7,700 0	229,458 0	0 0

Schedule J (Form 990) 2013

Page 3

Part III

Supplemental Information

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.

Return Reference	Explanation

Schedule J (Form 990) 2013

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.
MediumBullet

Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.

OMB No. 1545-0047

2013

Open to Public
Inspection

Name of the organization

MAKING CHANGE

Employer identification number

48-1003869

Return Reference	Explanation
FORM 990, PART VI, SECTION A, LINE 1	THE EXECUTIVE COMMITTEE SHALL BE PRESIDED BY A CHAIRPERSON, WHO IS ALSO THE CHAIRMAN OF THE BOARD OF TRUSTEES OR VICE CHAIRPERSON OF THE BOARD OF TRUSTEES IN THE ABSENCE OF THE CHAIRPERSON. THE EXECUTIVE COMMITTEE IS CHARGED WITH DECISION MAKING AS IT RELATES TO THE CARRYING OUT OF ACTIVITIES BETWEEN MEETINGS OF THE GOVERNING BODY.
FORM 990, PART VI, SECTION B, LINE 11	MAIL OUT TO BOARD MEMBERS FOR REVIEW BEFORE FILING.
FORM 990, PART VI, SECTION B, LINE 12C	A PERSON WITH A CONFLICT OF INTEREST IS REFERRED TO AS AN "INTERESTED PERSON". AN "INTERESTED PERSON" IS ANY PERSON SERVING AS AN OFFICER, EMPLOYEE OR MEMBER OF THE BOARD OF TRUSTEES OF THE ORGANIZATION OR A MAJOR DONOR WHO HAS A PERSONAL INTEREST THAT IS IN CONFLICT WITH THE INTERESTS OF THE ORGANIZATION. PROCEDURES. A. PRIOR TO BOARD OR COMMITTEE ACTION ON A CONTRACT OR TRANSACTION INVOLVING A CONFLICT OF INTEREST, A DIRECTOR OR COMMITTEE MEMBER HAVING A CONFLICT OF INTEREST AND WHO IS IN ATTENDANCE AT THE MEETING SHALL DISCLOSE ALL FACTS MATERIAL TO THE CONFLICT OF INTEREST. SUCH DISCLOSURE SHALL BE REDECTED IN THE MINUTES OF THE MEETING. IF BOARD MEMBERS ARE AWARE THAT STAFF OR OTHER VOLUNTEERS HAVE A CONFLICT OF INTEREST, RELEVANT FACTS SHOULD BE DISCLOSED BY THE BOARD MEMBER OR BY THE INTERESTED PERSON HIM/HERSELF IF INVITED TO THE BOARD MEETING AS A GUEST FOR PURPOSES OF DISCLOSURE. B. A DIRECTOR OR COMMITTEE MEMBER WHO PLANS NOT TO ATTEND A MEETING AT WHICH HE OR SHE HAS REASON TO BELIEVE THAT THE BOARD OR COMMITTEE WILL ACT ON A MATTER IN WHICH THE PERSON HAS A CONFLICT OF INTEREST SHALL DISCLOSE TO THE CHAIR OF THE MEETING ALL FACTS MATERIAL TO THE CONFLICT OF INTEREST. THE CHAIR SHALL REPORT THE DISCLOSURE AT THE MEETING AND THE DISCLOSURE SHALL BE REFLECTED IN THE MINUTES OF THE MEETING. C. A PERSON WHO HAS A CONFLICT OF INTEREST SHALL NOT PARTICIPATE IN OR BE PERMITTED TO HEAR THE BOARD'S OR COMMITTEE'S DISCUSSION OF THE MATTER EXCEPT TO DISCLOSE MATERIAL FACTS AND TO RESPOND TO QUESTIONS. SUCH PERSON SHALL NOT ATTEMPT TO EXERT HIS OR HER PERSONAL INFLUENCE WITH RESPECT TO THE MATTER, EITHER AT OR OUTSIDE THE MEETING. D. A PERSON WHO HAS A CONFLICT OF INTEREST WITH RESPECT TO A CONTRACT OR TRANSACTION THAT WILL BE VOTED ON AT A MEETING SHALL NOT BE COUNTED IN DETERMINING THE PRESENCE OF A QUORUM FOR PURPOSES OF THE VOTE. E. THE PERSON HAVING A CONFLICT OF INTEREST MAY NOT VOTE ON THE CONTRACT OR TRANSACTION AND SHALL NOT BE PRESENT IN THE MEETING ROOM WHEN THE VOTE IS TAKEN, UNLESS THE VOTE IS BY SECRET BALLOT. SUCH PERSON'S INELIGIBILITY TO VOTE SHALL BE REFLECTED IN THE MINUTES OF THE MEETING. FOR PURPOSES OF THIS PARAGRAPH. A MEMBER OF THE BOARD OF DIRECTORS HAS A CONFLICT OF INTEREST WHEN HE OR SHE STANDS FOR ELECTION AS AN OFFICER OR FOR RE-ELECTION AS A MEMBER OF THE BOARD OF DIRECTORS. F. INTERESTED PERSONS WHO ARE NOT MEMBERS OF THE BOARD OF DIRECTORS OF MAKING CHANGE, OR WHO HAVE A CONFLICT OF INTEREST WITH RESPECT TO A CONTRACT OR TRANSACTION THAT IS NOT THE SUBJECT OF BOARD OR COMMITTEE ACTION, SHALL DISCLOSE TO THEIR SUPERVISOR, OR THE CHAIR, OR THE CHAIR'S DESIGNEE, ANY CONFLICT OF INTEREST THAT SUCH INTERESTED PERSON HAS WITH RESPECT TO A CONTRACT OR TRANSACTION. SUCH DISCLOSURE SHALL BE MADE AS SOON AS THE CONFLICT OF INTEREST IS KNOWN TO THE INTERESTED PERSON. THE INTERESTED PERSON SHALL REFRAIN FROM ANY ACTION THAT MAY AFFECT PARTICIPATION IN SUCH CONTRACT OR TRANSACTION. IN THE EVENT IT IS NOT ENTIRELY CLEAR THAT A CONFLICT OF INTEREST EXISTS, THE INDIVIDUAL WITH THE POTENTIAL CONFLICT SHALL DISCLOSE THE CIRCUMSTANCES TO HIS OR HER SUPERVISOR OR THE CHAIR OR THE CHAIR'S DESIGNEE, WHO SHALL DETERMINE WHETHER FULL BOARD DISCUSSION IS WARRANTED OR WHETHER THERE EXISTS A CONFLICT OF INTEREST THAT IS SUBJECT TO THIS POLICY. REVIEW OF POLICY. A. EACH DIRECTOR, OFFICER, EMPLOYEE AND VOLUNTEER SHALL BE PROVIDED WITH AND ASKED TO REVIEW A COPY OF THIS POLICY AND TO ACKNOWLEDGE IN WRITING THAT HE OR SHE HAS DONE SO. B. ANNUALLY EACH DIRECTOR, OFFICER, EMPLOYEE AND VOLUNTEER SHALL COMPLETE A DISCLOSURE FORM IDENTIFYING ANY RELATIONSHIPS, POSITIONS OR CIRCUMSTANCES IN WHICH S/HE IS INVOLVED THAT HE OR SHE BELIEVES COULD CONTRIBUTE TO A CONFLICT OF INTEREST. SUCH RELATIONSHIPS, POSITIONS OR CIRCUMSTANCES MIGHT INCLUDE SERVICE AS A DIRECTOR OF OR CONSULTANT TO ANOTHER NONPROFIT ORGANIZATION, OR OWNERSHIP OF A BUSINESS THAT MIGHT PROVIDE GOODS OR SERVICES TO THE ORGANIZATION. ANY SUCH INFORMATION REGARDING THE BUSINESS INTERESTS OF A DIRECTOR, OFFICER, EMPLOYEE OR VOLUNTEER, OR A FAMILY MEMBER THEREOF, SHALL BE TREATED AS CONFIDENTIAL AND SHALL GENERALLY BE MADE AVAILABLE ONLY TO THE CHAIR, THE EXECUTIVE DIRECTOR, AND ANY COMMITTEE APPOINTED TO ADDRESS CONFLICTS OF INTEREST, EXCEPT TO THE EXTENT ADDITIONAL DISCLOSURE IS NECESSARY IN CONNECTION WITH THE IMPLEMENTATION OF THIS POLICY. C. THIS POLICY SHALL BE REVIEWED ANNUALLY BY EACH MEMBER OF THE BOARD OF DIRECTORS. ANY CHANGES TO THE POLICY SHALL BE COMMUNICATED TO ALL STAFF AND VOLUNTEERS.
FORM 990, PART VI, SECTION B, LINE 15	THE CEO COMPENSATION IS DETERMINED BY THE EXECUTIVE BOARD UTILIZING INDEPENDENT PERSONS, COMPARABILITY DATA AND CONTEMPORANEOUS SUBSTANTIATION OF THE DECISION MAKING PROCESS. THE PRESIDENT/CEO DETERMINES ALL OTHER OFFICER AND/OR KEY EMPLOYEE COMPENSATION. THE PROCESS WAS LAST UNDERTAKEN IN 2013 FOR ALL APPLICABLE INDIVIDUALS.
FORM 990, PART VI, SECTION C, LINE 19	THE ORGANIZATION WILL MAKE ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC ON THIER WEBSITE, VIA MAIL, AND BY REQUEST.

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2013

Additional Data

Software ID:
Software Version:

1	Briefly describe the organization’s mission or most significant activities: MAKING CHANGE, FORMALLY KNOWN AS FICAH, WAS INCORPORATED ON JULY 23, 1985 FOR THE PURPOSE OF SOLICITING CONTRIBUTIONS FROM CORPORATE AND PRIVATE SOURCES WITHIN THE FOOD INDUSTRY TO FUND SELF-HELP COMMUNITY DEVELOPMENT PROJECTS THROUGHOUT THE WORLD.
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	20
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	20
5	Total number of individuals employed in calendar year 2013 (Part V, line 2a) ......	5	4
6	Total number of volunteers (estimate if necessary) .............	6	19
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ........	7a	0
b	Net unrelated business taxable income from Form 990-T, line 34 .........	7b	0

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	4,880,348	5,923,833
9	Program service revenue (Part VIII, line 2g) .........	0	0
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	6,763	6,613
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	0	0
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	4,887,111	5,930,446
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	3,717,946	4,664,518
14	Benefits paid to or for members (Part IX, column (A), line 4).....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	517,402	663,880
16a	Professional fundraising fees (Part IX, column (A), line 11e).....	225	0
b	Total fundraising expenses (Part IX, column (D), line 25) 520,018
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	281,308	458,820
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	4,516,881	5,787,218
19	Revenue less expenses. Subtract line 18 from line 12.......	370,230	143,228
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	1,759,442	2,472,658
21	Total liabilities (Part X, line 26).............	329,046	884,173
22	Net assets or fund balances. Subtract line 21 from line 20.....	1,430,396	1,588,485

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 4,990,275 including grants of $ 4,664,518 ) (Revenue $ 5,923,833 )
	MAKING CHANGE IS A NON-PROFIT ORGANIZATION THAT PROMOTES HUMAN DIGNITY, WELLNESS AND SELF-SUFFICIENT COMMUNITIES. WE DO THIS BY ENABLING RETAILERS TO PROVIDE SUPPORT TO NON-PROFIT AGENCIES WHOSE MISSIONS ARE TO PROMOTE HEALTH, EDUCATION AND COMMUNITY SPIRIT. WE ACCOMPLISH THIS THROUGH CAUSE MARKETING PROMOTIONS, SPECIAL EVENTS, IN-STORE POINT-OF-PURCHASE CAMPAIGNS, AND FUNDRAISING SUPPORT.

4b	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4c	(Code: ) (Expenses $ including grants of $ ) (Revenue $ )












4d	Other program services (Describe in Schedule O.)
	(Expenses $ including grants of $ ) (Revenue $ )
4e	Total program service expenses4,990,275

(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
(18) DENIS R ZEGAR........................................................................ PRESIDENT/CEO	35.00 .......................	X	X	199,341	0	30,117
(19) ANDREW SCOGGIN........................................................................ TRUSTEE	2.00 .......................	X		0	0	0
(20) ART POTASH........................................................................ TRUSTEE	2.00 .......................	X		0	0	0
(21) PAULINE BROWNE TOLER........................................................................ CFO	35.00 .......................		X	95,205	0	25,180

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	294,546	0	55,297

(A) Name and business address	(B) Description of services	(C) Compensation





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 0

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512-514
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		5,923,833

g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......			5,923,833
			Business Code
2a
b
c
d
e
f	All other program service revenue .
g	Total. Add lines 2a–2f........
3	Investment income (including dividends, interest, and other similar amounts).......			6,613			6,613
4	Income from investment of tax-exempt bond proceeds..
5	Royalties...........
		(i) Real	(ii) Personal
6a	Gross rents
b	Less: rental expenses
c	Rental income or (loss)
d	Net rental income or (loss).......
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory	73,634
b	Less: cost or other basis and sales expenses	73,634
c	Gain or (loss)	0
d	Net gain or (loss)..........			0
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
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......
12	Total revenue. See Instructions......			5,930,446	0	0	6,613


				(A) Beginning of year		(B) End of year
1	Cash–non-interest-bearing .............			170,435	1	291,819
2	Savings and temporary cash investments .........			951,683	2	1,577,700
3	Pledges and grants receivable, net ...........			475,119	3	464,761
4	Accounts receivable, net .............			0	4	44,892
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 ..............			10,375	8	6,419
9	Prepaid expenses and deferred charges ..........			11,371	9	9,286
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	33,543
b	Less: accumulated depreciation .....	10b	30,365	4,719	10c	3,178
11	Investments—publicly traded securities ..........				11
12	Investments—other securities. See Part IV, line 11 .....			131,540	12	72,503
13	Investments—program-related. See Part IV, line 11 .....				13
14	Intangible assets ...............				14
15	Other assets. See Part IV, line 11 ...........			4,200	15	2,100
16	Total assets. Add lines 1 through 15 (must equal line 34)......			1,759,442	16	2,472,658
17	Accounts payable and accrued expenses .........			287	17	58,748
18	Grants payable .................			322,518	18	820,440
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 ..				23
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....................			6,241	25	4,985
26	Total liabilities. Add lines 17 through 25.........			329,046	26	884,173
	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets ..............			1,430,396	27	1,588,485
28	Temporarily restricted net assets ...........				28
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 ...........			1,430,396	33	1,588,485
34	Total liabilities and net assets/fund balances ........			1,759,442	34	2,472,658