2019-11-12T11:20:48-06:00 2019-06-30 620713250 KRAFTCPAS PLLC 555 GREAT CIRCLE ROAD NASHVILLE TN 37228 990 2018-07-01 204023482 SOLES4SOULS INC SOLE 6153915723 319 MARTINGALE DRIVE OLD HICKORY TN 37138 ROBERT ADAMS-GHEE CFO 6153915723 2019-11-12 1 FRANCES E LEAHY P00713593 6152427351 2019-11-12 65.198.206.98 2019-11-12 07:54:41 CS P B68C22C976E44D36ACAA41583C666EA48034497C 572DC34321C8E55952FE6A1E0B7461300318CAEB 2018 2020-03-31 21:24:44Z EARNEST C TEASTER III 319 MARTINGALE DRIVE OLD HICKORY TN 37138 93110388 0 X WWW.SOLES4SOULS.ORG X 2006 AL TO CREATE SUSTAINABLE JOBS & PROVIDE RELIEF BY DISTRIBUTING SHOES & CLOTHING AROUND THE WORLD. 16 16 74 5000 0 0 81543966 86933642 5063573 6175442 253006 0 21596 1304 86882141 93110388 31116744 42675219 0 0 3473432 4331985 0 0 1263905 48515899 40622563 83106075 87629767 3776066 5480621 17464027 22922994 2995391 2974110 14468636 19948884 X SOLES4SOULS (S4S) IS A GLOBAL NOT-FOR-PROFIT INSTITUTION DEDICATED TO FIGHTING THE DEVASTATING IMPACT AND PERPETUATION OF POVERTY. S4S ADVANCES ITS MISSION BY COLLECTING NEW AND USED SHOES AND CLOTHES FROM CORPORATE PARTNERS, INDIVIDUALS, SCHOOLS, CHURCHES, AND CIVIC ORGANIZATIONS, THEN DISTRIBUTING THOSE SHOES AND CLOTHES VIA BOTH DIRECT DONATIONS TO PEOPLE IN NEED AND BY PLACING SHOES AND CLOTHING INTO QUALIFIED MICROENTERPRISE PROGRAMS DESIGNED TO CREATE JOBS IN POOR AND DISADVANTAGED COMMUNITIES. 0 0 80551275 38334757 5424760 DISTRIBUTION OF GIK IN MICROENTERPRISE - SOLES4SOULS (S4S) COLLECTS SHOES FROM THE FOOTWEAR INDUSTRY, INCLUDING MANUFACTURING, WHOLESALE AND RETAIL ORIENTED COMPANIES. THESE DONATIONS INCLUDE FIRST-QUALITY NEW SHOES, SHOES WITH MINOR DEFECTS, AND CUSTOMER RETURNS. S4S ALSO COLLECTS SHOE DONATIONS FROM THE GENERAL PUBLIC THROUGH SHOE DRIVES HOSTED BY INDIVIDUALS, CIVIC GROUPS, SCHOOLS, CHURCHES, AND RETAIL BUSINESSES. USED SHOES ARE GRADED AND USED IN SUPPORT OF MICROENTERPRISE INITIATIVES IN DEVELOPING NATIONS. THESE SHOES PROVIDE A LIVELIHOOD FOR MANY IMPOVERISHED FAMILIES, SPURRING LOCAL DEVELOPMENT AS WELL AS PROVIDING ACCESS TO LOW-COST FOOTWEAR IN AREAS WHERE THERE MAY BE NO ALTERNATIVES. SOLES4SOULS ALSO RECEIVES DONATIONS OF CLOTHING AND ACCESSORIES FROM THE APPAREL INDUSTRY. THESE DONATIONS INCLUDE NEW CLOTHING FROM FIRST-QUALITY INVENTORIES, CUSTOMER RETURNS, DEFECTIVE PRODUCTS, AND ITEMS WITH COSMETIC DEFICIENCIES. CLOTHING EITHER DAMAGED OR IN NEED OF REPAIR IS USED IN SUPPORT OF MICROENTERPRISE INITIATIVES IN DEVELOPING NATIONS. AS WITH FOOTWEAR, THIS SUSTAINABLE EFFORT ULTIMATELY ADVANCES THE GLOBAL FIGHT AGAINST POVERTY. ADDITIONALLY, EVERY PAIR OF SHOES AND PIECE OF CLOTHING DISTRIBUTED OR PLACED IN MICROENTERPRISE OPERATIONS KEEPS THE PRODUCT OUT OF LANDFILLS.THE MICROENTERPRISE DISTRIBUTED GIK WITH A FAIR VALUE OF APPROXIMATELY $43,600,000 OF SHOES AND $42,100,000 OF CLOTHING AND OTHER SUPPLIES. GRANTS WITHIN THE GIK CATEGORY ARE MADE TO DIRECT FOREIGN NOT-FOR-PROFIT PARTNERS. 4602738 4340462 751986 DISASTER RELIEF AND FREE DISTRIBUTION OF SHOES AND CLOTHING - THROUGH OUR EXTENSIVE NETWORK OF QUALIFIED CHARITABLE PARTNERS (CHURCHES, SCHOOLS, CIVIC ORGANIZATIONS), AS WELL AS THROUGH OUR S4S TRAVEL PROGRAM, NEW SHOES AND CLOTHING ARE DISTRIBUTED TO PEOPLE IN NEED BOTH IN THE U.S. AND INTERNATIONALLY SUFFERING FROM CONDITIONS OF POVERTY OR THE EFFECTS OF NATURAL DISASTERS. FREE DISTRIBUTIONS ARE MADE TO DOMESTIC PARTNER AGENCIES, FOREIGN NOT-FOR-PROFIT DIRECT PARTNER AGENCIES, FOREIGN TRAVEL DISTRIBUTION TRIPS OR TO INDIVIDUALS AS PART OF OTHER FREE DISTRIBUTIONS.TRAVEL4SOULS - VOLUNTEERS FROM ACROSS THE UNITED STATES, CANADA AND AUSTRALIA JOIN S4S STAFF ON DISTRIBUTION TRIPS TO VARIOUS COUNTRIES, AND IN DOING SO EXPERIENCE FIRST HAND PROVIDING SHOES AND CLOTHING TO PEOPLE IN THE MOST DESPERATE SITUATIONS. DURING THE YEAR, TEAMS VISITED HAITI, JAMAICA, COSTA RICA, HONDURAS, DOMICAN REPUBLIC, PUERTO RICO, INDIA, MADAGASCAR, MOROCCO & GUATEMALA ON A TOTAL OF 27 OF THESE TRIPS, PERSONALLY GIVING OVER 13,500 PAIRS OF SHOES TO CHILDREN AND FAMILIES IN ORPHANAGES, SCHOOLS, VILLAGES, AND EVEN TENT CITIES. 85154013 1 1 0 0 0 0 0 0 0 1 1 0 0 0 0 1 0 1 0 1 1 1 1 0 0 0 0 1 1 1 0 0 0 0 0 0 0 0 1 0 0 0 1 0 0 0 0 1 7 0 1 74 1 0 1 CA 0 0 0 0 0 0 0 0 0 0 X 16 16 0 0 0 0 0 0 0 1 1 0 0 1 1 1 1 1 1 1 1 0 TN AL CA CT FL GA HI IL KS KY MD MA MI MN MS NH NJ NM NY NC OR PA RI SC UT VA WV WI X X X ROBERT ADAMS-GHEE 6153915723 319 MARTINGALE DRIVE OLD HICKORY TN 37138 X NANCY YOUSSEF BOARD CHAIR 1.00 X X 0 0 0 CLAY JENKINS VICE CHAIR 1.00 X X 0 0 0 ANDY HAMMONS TREASURER 1.00 X X 0 0 0 KARLA JARVIS SECRETARY 1.00 X X 0 0 0 GEORGE BELLINO DIRECTOR 1.00 X 0 0 0 AARON BELVILLE DIRECTOR 1.00 X 0 0 0 LISA COLLIER DIRECTOR 1.00 X 0 0 0 RANDY DUNN DIRECTOR 1.00 X 0 0 0 BRIAN EHRIG DIRECTOR 1.00 X 0 0 0 MILLEDGE HART DIRECTOR 1.00 X 0 0 0 BERNADETTE LANE DIRECTOR 1.00 X 0 0 0 PARKER MCCRARY DIRECTOR 1.00 X 0 0 0 TASHA MCKENZIE DIRECTOR 1.00 X 0 0 0 MATT PRIEST DIRECTOR 1.00 X 0 0 0 BILL STRATHMANN DIRECTOR 1.00 X 0 0 0 BERNARD TURNER DIRECTOR 1.00 X 0 0 0 EARNEST C TEASTER III CEO 50.00 X 315436 0 43424 ROBERT ADAMS-GHEE CFO 50.00 X 197456 0 27072 DAVID GRABEN COO & PRESIDENT 50.00 X 209160 0 36623 DONNA MATTICK CIRO 50.00 X 189456 0 30546 911508 0 137665 4 0 1 0 0 86933642 85668713 86933642 MICROENTERPRISE PROGRAM 900099 5424760 5424760 INTL VOLUNTEER TRAVEL FEES 900099 750682 750682 6175442 MISCELLANEOUS REVENUE 900099 1304 1304 1304 93110388 6176746 0 0 X 2110139 2110139 1490548 1490548 39074532 39074532 1050937 371916 424450 254571 2710124 1803577 394207 512340 104581 74754 11396 18431 225242 149717 38130 37395 241101 144288 49849 46964 8219 4931 1644 1644 20914 12548 4183 4183 27710 16626 5542 5542 48783 31785 8499 8499 95018 95018 173982 151659 13660 8663 438631 402675 17978 17978 815110 704577 7792 102741 109414 65648 21883 21883 212999 127854 42527 42618 119370 84260 17555 17555 MICRO ENTERPRISE BUSINE 37626491 37626491 OTHER DISTRIBUTION EXPE 457390 457390 MISCELLANEOUS 162699 58843 84387 19469 DIRECT MAIL 123969 123969 181864 94237 68167 19460 87629767 85154013 1211849 1263905 1318262 1360014 85265 144012 498595 568162 12485308 17852311 250092 211494 4243475 1500675 2792507 2742800 28061 38637 5937 5564 17464027 22922994 637171 810757 308557 223534 2049663 1939819 2995391 2974110 X 4285224 7546140 10177475 12402744 5937 0 14468636 19948884 17464027 22922994 5480621 -373 0 X X 0 1 X 1 0 X 36038982 38416121 65506678 81543966 86933642 308439389 36038982 38416121 65506678 81543966 86933642 308439389 34933221 273506168 1904 818 554 383 3659 8905 10993 16609 21596 1304 59407 308502455 21945393 0.88660 0.88180 X RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 5937 -373 5564 5554 383 5937 5000 554 5554 1.00000 1 0 238800 238800 3262242 978057 2284185 23265 14768 8497 448760 339885 108875 270408 167965 102443 2742800 X 93110015 -373 -373 93110388 0 93110388 87629767 0 87629767 0 87629767 PART V, LINE 4: TO HELP SUPPORT THE OVERALL MISSION OF SOLES4SOULS, INC. PART X, LINE 2: MANAGEMENT PERFORMS AN EVALUATION OF ALL INCOME TAX POSITIONS TAKEN OR EXPECTED TO BE TAKEN IN THE COURSE OF PREPARING THE ORGANIZATION'S INCOME TAX RETURNS TO DETERMINE WHETHER THE INCOME TAX POSITIONS MEET A "MORE LIKELY THAN NOT" STANDARD OF BEING SUSTAINED UNDER EXAMINATION BY THE APPLICABLE TAXING AUTHORITIES. MANAGEMENT HAS PERFORMED ITS EVALUATION OF ALL INCOME TAX POSITIONS TAKEN ON ALL OPEN INCOME TAX RETURNS AND HAS DETERMINED THAT THERE WERE NO POSITIONS TAKEN THAT DO NOT MEET THE "MORE LIKELY THAN NOT" STANDARD. ACCORDINGLY, THERE ARE NO PROVISIONS FOR INCOME TAXES, PENALTIES OR INTEREST RECEIVABLE OR PAYABLE RELATING TO UNCERTAIN INCOME TAX POSITIONS. 0 CENTRAL AMERICA AND THE CARIBBEAN - ANTIGUA & BARBUDA, ARUBA, BAHAMAS, 0 0 PROGRAM SERVICES - GIK DISTRIBUTIONS AND FREE DISTRIBUTIONS TO DISTRIBUTE FREE FOOTWEAR AND GIK PRODUCT (CLOTHING AND SHOES) DISTRIBUTED AS PART OF THE MICROENTERPRISE PROGRAM 918560 MIDDLE EAST AND NORTH AFRICA 0 0 PROGRAM SERVICES - FREE DISTRIBUTIONS TO DISTRIBUTE FREE FOOTWEAR. 10000 SOUTH ASIA 0 0 PROGRAM SERVICES - FREE DISTRIBUTIONS TO DISTRIBUTE FREE FOOTWEAR. 20000 SUB-SAHARAN AFRICA 0 0 PROGRAM SERVICES - PROGRAM SERVICES - FREE DISTRIBUTIONS TO DISTRIBUTE FREE FOOTWEAR. 10000 RUSSIA AND NEIGHBORING STATES 0 0 GIK PRODUCT (CLOTHING AND SHOES) DISTRIBUTED AS PART OF THE MICROENTERPRISE PROGRAM. TO DISTRIBUTE FREE SHOES AND CLOTHING AND GIK PRODUCT (CLOTHING AND SHOES) DISTRIBUTED AS PART OF THE MICROENTERPRISE PROGRAM 38115972 0 0 0 0 0 0 39074532 0 39074532 RUSSIA AND NEIGHBORING STATES - ARMENIA, AZERBIJAN, BELARUS, GIK PRODUCT (CLOTHING AND SHOES) DISTRIBUTED AS PART OF THE MICROENTERPRISE PROGRAM AND FREE PRODUCT DESIGNATED FOR DISTRIBUTION IN THE REGION 0 38115972 NEW AND USED CLOTHING AND SHOES TO BE USED IN THE MICROENTERPRISE PROGRAM AND FREE PRODUCT DESIGNATED FOR DISTRIBUTION IN THE REGION FMV CENTRAL AMERICA AND THE CARIBBEAN GIK PRODUCT (CLOTHING AND SHOES) DISTRIBUTED AS PART OF THE MICROENTERPRISE PROGRAM 0 252480 NEW AND USED CLOTHING AND SHOES TO BE USED IN THE MICROENTERPRISE PROGRAM FMV CENTRAL AMERICA AND THE CARIBBEAN - ANTIGUA & BARBUDA, ARUBA, BAHAMAS, GIK PRODUCT (CLOTHING AND SHOES) DISTRIBUTED AS PART OF THE MICROENTERPRISE PROGRAM 0 436080 NEW AND USED CLOTHING AND SHOES TO BE USED IN THE MICROENTERPRISE PROGRAM FMV 3 11,500 PAIRS OF FOOTWEAR CENTRAL AMERICA AND THE CARIBBEAN - ANTIGUA & BARBUDA, ARUBA, BAHAMAS, 11500 230000 FOOTWEAR DISTRIBUTED DURING INTERNATIONAL TRAVEL TRIPS FMV 500 PAIRS OF FOOTWEAR SUB-SAHARAN AFRICA 500 10000 FOOTWEAR DISTRIBUTED DURING INTERNATIONAL TRAVEL TRIPS FMV 500 PAIRS OF FOOTWEAR MIDDLE EAST AND NORTH AFRICA 500 10000 FOOTWEAR DISTRIBUTED DURING INTERNATIONAL TRAVEL TRIPS FMV 1,000 PAIRS OF FOOTWEAR SOUTH ASIA 1000 20000 FOOTWEAR DISTRIBUTED DURING INTERNATIONAL TRAVEL TRIPS FMV 0 0 0 0 0 0 PART I, LINE 2: THE ORGANIZATION MAINTAINS SHIPPING RECORDS OF GRANTS OF GIFTS IN-KIND GIVEN TO RECIPIENTS. THE ORGANIZATION ALSO REQUIRES THAT ALL RECIPIENTS SIGN A PARTNER AGREEMENT AND PROVIDE PROOF OF DISTRIBUTION OF PRODUCTS THAT WERE RECEIVED. SCHEDULE F, PART V: THROUGH ITS TRAVEL4SOULS PROGRAM, VOLUNTEERS FROM ACROSS THE UNITED STATES, CANADA AND AUSTRALIA JOIN S4S STAFF ON DISTRIBUTION TRIPS TO VARIOUS COUNTRIES, AND IN DOING SO EXPERIENCE FIRST HAND PROVIDING SHOES AND CLOTHING TO PEOPLE IN THE MOST DESPERATE SITUATIONS. DURING THE YEAR, TEAMS VISITED HAITI, JAMAICA, COSTA RICA, HONDURAS, DOMINICAN REPUBLIC, PUERTO RICO, INDIA, MADAGASCAR, MOROCCO & GUATEMALA ON A TOTAL OF 27 OF THESE TRIPS, PERSONALLY GIVING OVER 13,500 PAIRS OF SHOES TO CHILDREN AND FAMILIES IN ORPHANAGES, SCHOOLS, VILLAGES, AND EVEN TENT CITIES. 1 OPERATION COMPASSION 114 STUART ROAD NE STE 370 CLEVELAND TN 37312 621697490 501(C)(3) 2110139 FMV 7,404 PAIRS OF FOOTWEAR AND 170,075 PIECES OF CLOTHING TO DISTRIBUTE TO THE NEEDY 1 0 DONATED SHOES AND CLOTHING 1490548 ORGANIZATION ESTIMATE FREE DISTRIBUTIONS OF SHOES AND CLOTHING PART I, LINE 2: THE ORGANIZATION MAINTAINS SHIPPING RECORDS OF GRANTS OF GIFTS IN-KIND GIVEN TO RECIPIENTS. THE ORGANIZATION ALSO REQUIRES THAT ALL RECIPIENTS SIGN A PARTNER AGREEMENT AND PROVIDE PROOF OF DISTRIBUTION OF PRODUCTS THAT WERE RECEIVED. SCHEDULE I, PART IV: GRANTS AND OTHER ASSISTANCE TO GOVERNMENTS AND ORGANIZATIONS IN THE U.S.: SOLES4SOULS WORKS IN COOPERATION WITH MANY OTHER CHARITABLE ORGANIZATIONS TO FACILITATE THE DISTRIBUTION OF DONATED SHOES, CLOTHING, AND OTHER RELIEF SUPPLIES AROUND THE WORLD. THESE DONATIONS TO LARGE, REPUTABLE, U.S. - BASED ORGANIZATIONS WILL BE DISTRIBUTED BOTH DOMESTICALLY AND INTERNATIONALLY TO LOCAL AGENCIES PROVIDING CRISIS AND POVERTY RELIEF TO PEOPLE IN NEED WHEREVER THEY MAY BE. A FULL TRUCKLOAD OF SHOES, CLOTHING, AND OTHER RELIEF SUPPLIES DISTRIBUTED IN THIS MANNER CAN SERVE THE NEEDS OF THOUSANDS OF PEOPLE IN DOZENS OF DIFFERENT COUNTRIES, AND WILL BE COMPLEMENTED BY OTHER NECESSITIES THAT OUR DISTRIBUTION PARTNERS HAVE AVAILABLE TO THEM. PARTNER ORGANIZATIONS ARE CAREFULLY VETTED AND CONTRACTUALLY OBLIGATED TO ENSURE THE MISSION IMPACT OF SOLES4SOULS IS MAXIMIZED. GRANTS AND OTHER ASSISTANCE TO INDIVIDUALS IN THE U.S.: SOLES4SOULS HAS AN EXTENSIVE NETWORK OF LOCAL VOLUNTEER ORGANIZATIONS WHO WORK ON ITS BEHALF TO DISTRIBUTE SHOES DIRECTLY TO THOSE IN NEED IN THE UNITED STATES. WITH DISTRIBUTIONS RANGING FROM A WINTER COAT DISTRIBUTION HELD IN OVER 35 CITIES ACROSS AMERICA, CHRISTMAS SEASON SHOE, TOY, AND BOOK EVENTS, AND OUR EVERYDAY SUPPORT OF HUNDREDS OF OTHER PARTNER GROUPS, WE ARE REACHING THOUSANDS OF PEOPLE WHO FIND THEMSELVES LIVING IN ADVERSE CONDITIONS. X X X X 0 0 0 0 0 1 0 0 0 EARNEST C TEASTER III CEO 260918 0 54518 0 0 0 16222 0 27202 0 358860 0 0 0 ROBERT ADAMS-GHEE CFO 163542 0 33914 0 0 0 9729 0 17343 0 224528 0 0 0 DAVID GRABEN COO & PRESIDENT 174774 0 34386 0 0 0 10123 0 26500 0 245783 0 0 0 DONNA MATTICK CIRO 156462 0 32994 0 0 0 9833 0 20713 0 220002 0 0 0 PART I, LINE 6 SCHEDULE J, PART I, LINE 6A - COMPENSATION CONTINGENT ON NET EARNINGS: BONUSES WERE PAID TO PERSONS LISTED ON FORM 990, PART VII CONSISTENT WITH BOARD APPROVED BONUS POLICY BASED IN PART ON NET EARNINGS GENERATED DURING YEAR. X 85668713 ORGANIZATION'S ESTIMATE 0 0 1 PART I, LINE 32B: SOLES4SOULS RECEIVES MILLIONS OF ARTICLES OF USED SHOES AND CLOTHING THAT HAVE BEEN COLLECTED BY INDIVIDUALS, SCHOOLS, FAITH-BASED INSTITUTIONS, CIVIC ORGANIZATIONS AND CORPORATE PARTNERS. AFTER SORTING ITEMS IN ITS NATIONAL WAREHOUSE SYSTEM, SOLES4SOULS SELLS THE USED AND ALLOWED NEW SHOES AND CLOTHING TO CAREFULLY SELECTED MICROENTERPRISE ORGANIZATIONS. THESE ARE PRIVATE AND NON-PROFIT COMPANIES WITH WHOM THE ORGANIZATION ESTABLISHES CONTRACT RELATIONSHIPS TO PROVIDE SHIPPING, FINANCING, INVENTORY, TRAINING AND OTHER SUPPORT TO ULTRA-SMALL BUSINESSES IN CENTRAL AMERICA, SOUTH AMERICA, AND AFRICA. SOLES4SOULS' CONTRACTED PARTNERS PROVIDE THE MICROENTERPRISE (ULTRA-SMALL BUSINESS) OPERATORS WITH SHOES AND CLOTHING TO SELL IN THEIR COMMUNITIES. LIKE ANY BUSINESS, THIS INVENTORY IS OFTEN PROVIDED ON CREDIT -- ALSO PROVIDED BY OUR PARTNER ORGANIZATIONS - AND THE OPERATOR KEEPS THE PROFITS THEY MAKE FROM WHAT THEY SELL. THESE PROFITS BECOME THE INCOME THAT PASSES THROUGH THE LOCAL ECONOMY. THE REVENUE THAT IS GENERATED BY PROVIDING INVENTORY FOR MICROENTERPRISE OPERATORS IN SEVERAL COUNTRIES PAYS FOR DISTRIBUTION COSTS - BY FAR OUR HIGHEST EXPENSE - OPERATIONS, SALARIES AND BENEFITS, AND TO GROW SOLES4SOULS' ABILITY TO ACQUIRE AND DIRECTLY DONATE NEW AND USED SHOES TO PEOPLE IN NEED, OR IN THE AFTERMATH OF A DISASTER. DONATIONS OF NEW SHOES ARE MIXED STYLES AND TYPES, WHICH ARE ASSIGNED AN AVERAGE FAIR VALUE BY GENDER. THE VALUE ASSIGNED TO DONATED NEW SHOES IS $30 FOR MEN'S, $27 FOR WOMEN'S AND $16 FOR CHILDREN'S SHOES. USED SHOES ARE VALUED AT $4 PER PAIR, MEASURED IN POUNDAGE, ASSUMING 1.25 LBS PER PAIR OF SHOES. NEW CLOTHING IS VALUED AT $12 AN ITEM (0.5 LBS/ITEM) AND USED CLOTHING IS $5 PER POUND. FORM 990, PART VI, SECTION B, LINE 11B UPON APPROVAL OF THE DRAFT RETURN BY THE CEO, CFO, AND CONTROLLER, THE FORM 990 IS THEN MADE AVAILABLE TO THE BOARD OF DIRECTORS PRIOR TO ITS FILING. FORM 990, PART VI, SECTION B, LINE 12C ENFORCEMENT OF CONFLICTS POLICY: DIRECTORS DISCLOSE ANY POTENTIALLY CONFLICTING INTERESTS AND ARE IN FREQUENT COMMUNICATION. IT IS INCUMBENT UPON THE DIRECTORS TO MONITOR ANY POTENTIAL CONFLICT SITUATIONS ON A CONTINUING BASIS. FORM 990, PART VI, SECTION B, LINE 15 CEO: THE CEO'S COMPENSATION IS REVIEWED ANNUALLY BY THE COMPENSATION COMMITTEE IN CONJUNCTION WITH A REVIEW OF PERFORMANCE BY THE EXECUTIVE COMMITTEE OF THE BOARD. SOLES4SOULS ENSURES THAT AN INDEPENDENT COMPENSATION SURVEY IS COMPLETED EVERY FIVE YEARS. IN 2017, THE COMPENSATION COMMITTEE ALSO REVIEWED OTHER INDUSTRY PRACTICES/POLICIES IN DEVELOPMENT OF SOLES4SOULS ORGANIZATIONAL BONUS POLICY. OTHER OFFICERS AND KEY EMPLOYEES: THE CEO ESTABLISHES AND ADMINISTERS COMPENSATION LEVELS OF THE EXECUTIVE STAFF. BEGINNING IN 2017, THE EXECUTIVE STAFF POSITIONS WILL BE INCLUDED IN THE INDEPENDENT COMPENSATION SURVEY THAT IS COMPLETED EVERY FIVE YEARS. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, AND FINANCIAL STATEMENTS AVAILABLE TO THE PUBLIC UPON REQUEST. FORM 990, PART VII, COLUMN D & F: PER THE FORM 990 INSTRUCTIONS THE OFFICERS' COMPENSATION AMOUNTS LISTED ON PART VII, COLUMNS D & F ARE FOR THE 2018 CALENDAR YEAR. THE FISCAL YEAR COMPENSATION AMOUNTS FOR THESE OFFICERS ARE INCLUDED ON PART IX LINE 5. FORM 990, PART IX, LINE #24A: THE MICROENTERPRISE IN-KIND DISTRIBUTIONS CONSISTED OF 4,311,926 PAIRS OF SHOES VALUED AT $42,804,819 AND 3,947,914 PIECES OF CLOTHING VALUED AT $35,411,854. FORM 990, PART XII, LINE 2C: THE ORGANIZATION'S OVERSIGHT OF THE AUDIT OF THE FINANCIAL STATEMENTS OR THE SELECTION PROCESS OF AN INDEPENDENT ACCOUNTANT HAS NOT CHANGED FROM THE PRIOR YEAR. SOLES4SOULS CANADA (INCOPORATION # 962795-2) 720 BATHURST STREET TORONTO ONTARIO CA M5S 2R4 CARRY ON THE ACTIVITIES OF SOLES4SOULS, INC IN CANADA CA 64710 131974 SOLES4SOULS INC