TY 2015 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)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)
(1) bonnie brackett...................................................................... Chair	1.00 ................. 5.00	X	X	0	0	0
(2) tom johnson...................................................................... vice chair	1.00 ................. 5.00	X	X	0	0	0
(3) ronda dunn...................................................................... secretary	1.00 ................. 5.00	X	X	0	0	0
(4) sally sheahan...................................................................... immediate past chair	1.00 ................. 5.00	X		0	0	0
(5) john markley...................................................................... director	1.00 ................. 5.00	X		0	0	0
(6) susan doucleff...................................................................... director	1.00 ................. 5.00	X		0	0	0
(7) karen mcgarvey...................................................................... director	1.00 ................. 5.00	X		0	0	0
(8) jonette eagles...................................................................... director	1.00 ................. 5.00	X		0	0	0
(9) josh mckey...................................................................... director	1.00 ................. 5.00	X		0	0	0
(10) patricia fischer...................................................................... director	1.00 ................. 5.00	X		0	0	0
(11) kim kaytor...................................................................... director	1.00 ................. 5.00	X		0	0	0
(12) david j melby...................................................................... director	1.00 ................. 5.00	X		0	0	0
(13) stephani meyer...................................................................... director	1.00 ................. 5.00	X		0	0	0
(14) Jennifer Craig...................................................................... COO	40.00 ................. 1.00		X	119,885	0	6,104
(15) Mirza Baig MD...................................................................... Chief Medical Officer	40.00 ................. 1.00		X	211,745	0	2,646
(16) Janette Health...................................................................... Chief Clinical Officer	40.00 ................. 1.00		X	79,908	0	851
(17) John Markley...................................................................... CEO	2.00 ................. 40.00		X	0	175,070	12,408

- 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.
right arrow

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

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

OMB No. 1545-0047

2015

Open to Public
Inspection

Name of the organization

Wellspring Resources

Employer identification number

37-0798015

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 (Form 990 or 990-EZ))

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 in lines 11a through 11d that describes the type of supporting organization and complete lines 11e, 11f, and 11g.

Type I. A supporting organization operated, supervised, or controlled by its supported organization(s), typically by giving the supported organization(s) the power to regularly appoint or elect a majority of the directors or trustees of the supporting organization. You must complete Part IV, Sections A and B.

Type II. A supporting organization supervised or controlled in connection with its supported organization(s), by having control or management of the supporting organization vested in the same persons that control or manage the supported organization(s). You must complete Part IV, Sections A and C.

Type III functionally integrated. A supporting organization operated in connection with, and functionally integrated with, its supported organization(s) (see instructions). You must complete Part IV, Sections A, D, and E.

Type III non-functionally integrated. A supporting organization operated in connection with its supported organization(s) that is not functionally integrated. The organization generally must satisfy a distribution requirement and an attentiveness requirement (see instructions). You must complete Part IV, Sections A and D, and Part V.

Check this box if the organization received a written determination from the IRS that it is a Type I, Type II, Type III functionally integrated, or Type III non-functionally integrated supporting organization.

Enter the number of supported organizations ..............

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

(i)Name of supported organization	(ii) EIN	(iv) Is the organization listed in your governing document?		(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)
(i)Name of supported organization	(ii) EIN	Yes	No	(v) Amount of monetary support (see instructions)	(vi) Amount of other support (see instructions)


Total

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

Cat. No. 11285F

Schedule A (Form 990 or 990-EZ) 2015

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) 2011	(b) 2012	(c) 2013	(d) 2014	(e) 2015	(f) Total
1	Gifts, grants, contributions, and membership fees received. (Do not include any unusual grants.) ....	3,174,575	3,333,567	3,679,690	3,562,220	1,842,180	15,592,232
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	3,174,575	3,333,567	3,679,690	3,562,220	1,842,180	15,592,232
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.						15,592,232

Section B. Total Support

Calendar year (or fiscal year beginning in)		(a) 2011	(b) 2012	(c) 2013	(d) 2014	(e) 2015	(f) Total
7	Amounts from line 4..	3,174,575	3,333,567	3,679,690	3,562,220	1,842,180	15,592,232
8	Gross income from interest, dividends, payments received on securities loans, rents, royalties and income from similar sources...	254,174	35,757	60,932	95,816	85,013	531,692
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 VI.)..	105,869	154,179	132,751	107,491	65,189	565,479
11	Total support. Add lines 7 through 10.						16,689,403

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

26,078,180

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

Section C. Computation of Public Support Percentage

Public support percentage for 2015 (line 6, column (f) divided by line 11, column (f)) .........

93.430 %

Public support percentage for 2014 Schedule A, Part II, line 14 ...............

94.010 %

16a

33 1/3% support test—2015. 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—2014. 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—2015. 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 VI how the organization meets the "facts-and-circumstances" test. The organization qualifies as a publicly supported
organization ..................................................... right arrow

10%-facts-and-circumstances test—2014. 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 VI 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) 2015

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) 2011	(b) 2012	(c) 2013	(d) 2014	(e) 2015	(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) 2011	(b) 2012	(c) 2013	(d) 2014	(e) 2015	(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 VI.) ..
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 section 501(c)(3) organization,
check this box and stop here............................................. right arrow

Section C. Computation of Public Support Percentage

Public support percentage for 2015 (line 8, column (f) divided by line 13, column (f)) .........

Public support percentage from 2014 Schedule A, Part III, line 15 ...............

Section D. Computation of Investment Income Percentage

Investment income percentage for 2015 (line 10c, column (f) divided by line 13, column (f)) ......

Investment income percentage from 2014 Schedule A, Part III, line 17 .............

19a

331/3% support tests—2015. 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—2014. 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) 2015

Page 4

Part IV

Supporting Organizations

(Complete only if you checked a box on line 11 of Part I. If you checked 11a of Part I, complete Sections A and B. If you checked 11b of Part I, complete Sections A and C. If you checked 11c of Part I, complete Sections A, D, and E. If you checked 11d of Part I, complete Sections A and D, and complete Part V.)

Section A. All Supporting Organizations

Yes

Are all of the organization’s supported organizations listed by name in the organization’s governing documents?
If "No," describe in Part VI how the supported organizations are designated. If designated by class or purpose,
describe the designation. If historic and continuing relationship, explain.

Did the organization have any supported organization that does not have an IRS determination of status under section 509(a)(1) or (2)? If "Yes," explain in Part VI how the organization determined that the supported organization was described in section 509(a)(1) or (2).

Did the organization have a supported organization described in section 501(c)(4), (5), or (6)? If "Yes," answer (b) and (c) below.

Did the organization confirm that each supported organization qualified under section 501(c)(4), (5), or (6) and satisfied the public support tests under section 509(a)(2)? If "Yes," describe in Part VI when and how the organization made the determination.

Did the organization ensure that all support to such organizations was used exclusively for section 170(c)(2)(B) purposes? If "Yes," explain in Part VI what controls the organization put in place to ensure such use.

Was any supported organization not organized in the United States ("foreign supported organization")? If “Yes” and if you checked 11a or 11b in Part I, answer (b) and (c) below.

Did the organization have ultimate control and discretion in deciding whether to make grants to the foreign supported organization? If “Yes,” describe in Part VI how the organization had such control and discretion despite being controlled or supervised by or in connection with its supported organizations.

Did the organization support any foreign supported organization that does not have an IRS determination under sections 501(c)(3) and 509(a)(1) or (2)? If “Yes,” explain in Part VI what controls the organization used to ensure that all support to the foreign supported organization was used exclusively for section 170(c)(2)(B) purposes.

Did the organization add, substitute, or remove any supported organizations during the tax year? If “Yes,” answer (b) and (c) below (if applicable). Also, provide detail in Part VI, including (i) the names and EIN numbers of the supported organizations added, substituted, or removed; (ii) the reasons for each such action; (iii) the authority under the organization's organizing document authorizing such action; and (iv) how the action was accomplished (such as by amendment to the organizing document).

Type I or Type II only. Was any added or substituted supported organization part of a class already designated in the organization's organizing document?

Substitutions only. Was the substitution the result of an event beyond the organization's control?

Did the organization provide support (whether in the form of grants or the provision of services or facilities) to anyone other than (i) its supported organizations, (ii) individuals that are part of the charitable class benefited by one or more of its supported organizations, or (iii) other supporting organizations that also support or benefit one or more of the filing organization’s supported organizations? If “Yes,” provide detail in Part VI.

Did the organization provide a grant, loan, compensation, or other similar payment to a substantial contributor (defined in section 4958(c)(3)(C)), a family member of a substantial contributor, or a 35% controlled entity with regard to a substantial contributor? If “Yes,” complete Part I of Schedule L (Form 990 or 990-EZ) .

Did the organization make a loan to a disqualified person (as defined in section 4958) not described in line 7? If “Yes,” complete Part I of Schedule L (Form 990 or 990-EZ).

Was the organization controlled directly or indirectly at any time during the tax year by one or more disqualified persons as defined in section 4946 (other than foundation managers and organizations described in section 509(a)(1) or (2))? If “Yes,” provide detail in Part VI.

Did one or more disqualified persons (as defined in line 9a) hold a controlling interest in any entity in which the supporting organization had an interest? If “Yes,” provide detail in Part VI.

Did a disqualified person (as defined in line 9a) have an ownership interest in, or derive any personal benefit from, assets in which the supporting organization also had an interest? If “Yes,” provide detail in Part VI.

10a

Was the organization subject to the excess business holdings rules of section 4943 because of section 4943(f) (regarding certain Type II supporting organizations, and all Type III non-functionally integrated supporting organizations)? If “Yes,” answer line 10b below.

10a

Did the organization have any excess business holdings in the tax year? (Use Schedule C, Form 4720, to determine whether the organization had excess business holdings).

10b

Schedule A (Form 990 or 990-EZ) 2015

Page 5

Part IV

Supporting Organizations (continued)

Yes

Has the organization accepted a gift or contribution from any of the following persons?

A person who directly or indirectly controls, either alone or together with persons described in (b) and (c) below, the governing body of a supported organization?

11a

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

11b

A 35% controlled entity of a person described in (a) or (b) above? If “Yes” to a, b, or c, provide detail in Part VI.

11c

Section B. Type I Supporting Organizations

Yes

Did the directors, trustees, or membership of one or more supported organizations have the power to regularly appoint or elect at least a majority of the organization’s directors or trustees at all times during the tax year? If “No,” describe in Part VI how the supported organization(s) effectively operated, supervised, or controlled the organization’s activities. If the organization had more than one supported organization, describe how the powers to appoint and/or remove directors or trustees were allocated among the supported organizations and what conditions or restrictions, if any, applied to such powers during the tax year.

Did the organization operate for the benefit of any supported organization other than the supported organization(s) that operated, supervised, or controlled the supporting organization? If “Yes,” explain in Part VI how providing such benefit carried out the purposes of the supported organization(s) that operated, supervised or controlled the supporting organization.

Section C. Type II Supporting Organizations

Yes

Were a majority of the organization’s directors or trustees during the tax year also a majority of the directors or trustees of each of the organization’s supported organization(s)? If “No,” describe in Part VI how control or management of the supporting organization was vested in the same persons that controlled or managed the supported organization(s).

Section D. All Type III Supporting Organizations

Yes

Did the organization provide to each of its supported organizations, by the last day of the fifth month of the organization’s tax year, (i) a written notice describing the type and amount of support provided during the prior tax year, (ii) a copy of the Form 990 that was most recently filed as of the date of notification, and (iii) copies of the organization’s governing documents in effect on the date of notification, to the extent not previously provided?

Were any of the organization’s officers, directors, or trustees either (i) appointed or elected by the supported organization(s) or (ii) serving on the governing body of a supported organization? If "No," explain in Part VI how the organization maintained a close and continuous working relationship with the supported organization(s).

By reason of the relationship described in (2), did the organization’s supported organizations have a significant voice in the organization’s investment policies and in directing the use of the organization’s income or assets at all times during the tax year? If "Yes," describe in Part VI the role the organization’s supported organizations played in this regard.

Section E. Type III Functionally-Integrated Supporting Organizations

Check the box next to the method that the organization used to satisfy the Integral Part Test during the year (see instructions):

The organization satisfied the Activities Test. Complete line 2 below.

The organization is the parent of each of its supported organizations. Complete line 3 below.

The organization supported a governmental entity. Describe in Part VI how you supported a government entity (see instructions)

Activities Test. Answer (a) and (b) below.

Yes

Did substantially all of the organization’s activities during the tax year directly further the exempt purposes of the supported organization(s) to which the organization was responsive? If "Yes," then in Part VI identify those supported organizations and explain how these activities directly furthered their exempt purposes, how the organization was responsive to those supported organizations, and how the organization determined that these activities constituted substantially all of its activities.

Did the activities described in (a) constitute activities that, but for the organization’s involvement, one or more of the organization’s supported organization(s) would have been engaged in? If "Yes," explain in Part VI the reasons for the organization’s position that its supported organization(s) would have engaged in these activities but for the organization’s involvement.

Parent of Supported Organizations. Answer (a) and (b) below.

Did the organization have the power to regularly appoint or elect a majority of the officers, directors, or trustees of each of the supported organizations? Provide details in Part VI.

Did the organization exercise a substantial degree of direction over the policies, programs and activities of each of its supported organizations? If "Yes," describe in Part VI. the role played by the organization in this regard.

Schedule A (Form 990 or 990-EZ) 2015

Page 6

Part V

Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations

Check here if the organization satisfied the Integral Part Test as a qualifying trust on Nov. 20, 1970. See instructions. All other Type III non-functionally integrated supporting organizations must complete Sections A through E.

	Section A - Adjusted Net Income		(A) Prior Year	(B) Current Year (optional)
1	Net short-term capital gain	1
2	Recoveries of prior-year distributions	2
3	Other gross income (see instructions)	3
4	Add lines 1 through 3	4
5	Depreciation and depletion	5
6	Portion of operating expenses paid or incurred for production or collection of gross income or for management, conservation, or maintenance of property held for production of income (see instructions)	6
7	Other expenses (see instructions)	7
8	Adjusted Net Income (subtract lines 5, 6 and 7 from line 4)	8

	Section B - Minimum Asset Amount		(A) Prior Year	(B) Current Year (optional)
1	Aggregate fair market value of all non-exempt-use assets (see instructions for short tax year or assets held for part of year):	1
a	Average monthly value of securities	1a
b	Average monthly cash balances	1b
c	Fair market value of other non-exempt-use assets	1c
d	Total (add lines 1a, 1b, and 1c)	1d
e	Discount claimed for blockage or other factors (explain in detail in Part VI):
2	Acquisition indebtedness applicable to non-exempt use assets	2
3	Subtract line 2 from line 1d	3
4	Cash deemed held for exempt use. Enter 1-1/2% of line 3 (for greater amount, see instructions).	4
5	Net value of non-exempt-use assets (subtract line 4 from line 3)	5
6	Multiply line 5 by .035	6
7	Recoveries of prior-year distributions	7
8	Minimum Asset Amount (add line 7 to line 6)	8

	Section C - Distributable Amount		Current Year
1	Adjusted net income for prior year (from Section A, line 8, Column A)	1
2	Enter 85% of line 1	2
3	Minimum asset amount for prior year (from Section B, line 8, Column A)	3
4	Enter greater of line 2 or line 3	4
5	Income tax imposed in prior year	5
6	Distributable Amount. Subtract line 5 from line 4, unless subject to emergency temporary reduction (see instructions)	6

Check here if the current year is the organization's first as a non-functionally-integrated Type III supporting organization (see instructions)

Schedule A (Form 990 or 990-EZ) 2015

Page 7

Part V

Type III Non-Functionally Integrated 509(a)(3) Supporting Organizations (continued)

Section D - Distributions		Current Year
1 Amounts paid to supported organizations to accomplish exempt purposes
2 Amounts paid to perform activity that directly furthers exempt purposes of supported organizations, in excess of income from activity
3 Administrative expenses paid to accomplish exempt purposes of supported organizations
4 Amounts paid to acquire exempt-use assets
5 Qualified set-aside amounts (prior IRS approval required)
6 Other distributions (describe in Part VI). See instructions
7Total annual distributions. Add lines 1 through 6.
8 Distributions to attentive supported organizations to which the organization is responsive (provide details in Part VI). See instructions
9 Distributable amount for 2015 from Section C, line 6
10 Line 8 amount divided by Line 9 amount

Section E - Distribution Allocations (see instructions)		(i) Excess Distributions	(ii) Underdistributions Pre-2015	(iii) Distributable Amount for 2015
1 Distributable amount for 2015 from Section C, line 6
2 Underdistributions, if any, for years prior to 2015 (reasonable cause required--see instructions)
3 Excess distributions carryover, if any, to 2015:
a
b
c
d From 2013.......
e From 2014.......
fTotal of lines 3a through e
g Applied to underdistributions of prior years
h Applied to 2015 distributable amount
i Carryover from 2010 not applied (see instructions)
j Remainder. Subtract lines 3g, 3h, and 3i from 3f.
4Distributions for 2015 from Section D, line 7:
$
a Applied to underdistributions of prior years
b Applied to 2015 distributable amount
c Remainder. Subtract lines 4a and 4b from 4.
5 Remaining underdistributions for years prior to 2015, if any. Subtract lines 3g and 4a from line 2 (if amount greater than zero, see instructions)
6 Remaining underdistributions for 2015. Subtract lines 3h and 4b from line 1 (if amount greater than zero, see instructions)
7 Excess distributions carryover to 2016. Add lines 3j and 4c.
8 Breakdown of line 7:
a
b
c Excess from 2013.......
d From 2014.......
e From 2015.......

Schedule A (Form 990 or 990-EZ) (2015)

Schedule A (Form 990 or 990-EZ) 2015

Page 8

Part VI

Supplemental Information. Provide the explanations required by Part II, line 10; Part II, line 17a or 17b; Part III, line 12; Part IV, Section A, lines 1, 2, 3b, 3c, 4b, 4c, 5a, 6, 9a, 9b, 9c, 11a, 11b, and 11c; Part IV, Section B, lines 1 and 2; Part IV, Section C, line 1; Part IV, Section D, lines 2 and 3; Part IV, Section E, lines 1c, 2a, 2b, 3a and 3b; Part V, line 1; Part V, Section B, line 1e; Part V Section D, lines 5, 6, and 8; and Part V, Section E, lines 2, 5, and 6. Also complete this part for any additional information. (See instructions).

Facts And Circumstances Test

Return Reference	Explanation

Schedule A (Form 990 or 990-EZ) 2015

Additional Data

Software ID:
Software Version:

- TIN:

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

Department of the Treasury
Internal Revenue Service

Schedule of Contributors

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

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

OMB No. 1545-0047

2015

Name of the organization

Wellspring Resources

Employer identification number

37-0798015

Organization type (check one):

Filers of:

Section:

Form 990 or 990-EZ

501(c)( ) (enter number) organization

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

527 political organization

Form 990-PF

501(c)(3) exempt private foundation

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

501(c)(3) taxable private foundation

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

General Rule

For an organization filing Form 990, 990-EZ, or 990-PF that received, during the year, contributions totaling $5,000 or more (in money or other property) from any one contributor. Complete Parts I and II. See instructions for determining a contributor's total contributions.

Special Rules

For an organization described in section 501(c)(3) filing Form 990 or 990-EZ that met the 33¹/3% support test of the regulations
under sections 509(a)(1) and 170(b)(1)(A)(vi), that checked Schedule A (Form 990 or 990-EZ), Part II, line 13, 16a, or 16b, and that received from any one contributor, during the year, total contributions of the greater of (1) $5,000 or (2) 2% of the amount on (i) Form 990, Part VIII, line 1h, or (ii) Form 990-EZ, line 1. Complete Parts I and II.

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

For an organization described in section 501(c)(7), (8), or (10) filing Form 990 or 990-EZ that received from any one contributor,
during the year, contributions exclusively for religious, charitable, etc., purposes, but no such contributions totaled more than $1,000. If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, charitable, etc., purpose. Do not complete any of the parts unless the General Rule applies to this organization because it received nonexclusively religious, charitable, etc., contributions totaling $5,000 or more during the year ......... Arrow Bullet

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

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

Cat. No. 30613XSchedule B (Form 990, 990-EZ, or 990-PF) (2015)

Schedule B (Form 990, 990-EZ, or 990-PF) (2015) Page 2

Name of organization Wellspring Resources

Part I	Contributors (see instructions). Use duplicate copies of Part I if additional space is needed.
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
RESTRICTED	,	$ RESTRICTED	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
(a) No.	(b) Name, address, and ZIP + 4	(c) Total contributions	(d) Type of contribution
		$	Person Payroll Noncash (Complete Part II for noncash contributions.)
Schedule B (Form 990, 990-EZ, or 990-PF) (2015)

Schedule B (Form 990, 990-EZ, or 990-PF) (2015)

Page 3

Name of organization Wellspring Resources		Employer identification number 37-0798015

Part II	Noncash Property (see instructions). Use duplicate copies of Part II if additional space is needed.
(a) No.from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No.from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No.from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No.from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No.from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
(a) No.from Part I	(b) Description of noncash property given	(c) FMV (or estimate) (see instructions)	(d) Date received
		$
Schedule B (Form 990, 990-EZ, or 990-PF) (2015)

Schedule B (Form 990, 990-EZ, or 990-PF) (2015)

Page 4


Name of organization Wellspring Resources			Employer identification number 37-0798015
Part III Exclusively religious, charitable, etc., contributions to organizations described in section 501(c)(7), (8), or (10) that total more than $1,000 for the year from any one contributor. Complete columns (a) through (e) and the following line entry. For organizations completing Part III, enter the total of exclusively religious, charitable, etc., contributions of $1,000 or less for the year. (Enter this information once. See instructions.) $ Use duplicate copies of Part III if additional space is needed.

(a)
No.from Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a)
No.from Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a)
No.from Part I

(b) Purpose of gift

(d) Description of how gift is held

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

(a)
No.from Part I

(b) Purpose of gift

(d) Description of how gift is held

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

Schedule B (Form 990, 990-EZ, or 990-PF) (2015)

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

OMB No. 1545-0047

2015

Open to Public Inspection

Name of the organization

Wellspring Resources

Employer identification number

37-0798015

Part I

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

			(a) Donor advised funds	(b) Funds and other accounts

1	Total number at end of year ....
2	Aggregate value of contributions to (during year)
3	Aggregate value of 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" on 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, handling of violations, and enforcing conservation easements during the year
SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, handling of violations, 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" on 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)

Revenue included on 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:

Revenue included on 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) 2015

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" on 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


b	If "Yes," explain the arrangement in Part XIII and complete the following table:		Amount
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, for escrow or custodial account liability?

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" on Form 990, Part IV, line 10.

		(a)Current year	(b)Prior year	(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 on 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" on 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' on Form 990, Part IV, line 11a. See Form 990, Part X, line 10.

Description of property		(a) Cost or other basis (investment)	(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value

1a	Land ...
b	Buildings
c	Leasehold improvements
d	Equipment ...
e	Other ...
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).)..		0

Schedule D (Form 990) 2015

Page 3

Part VII

InvestmentsOther Securities. Complete if the organization answered 'Yes' on 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
(3)Other
(A)
(B)
(C)
(D)
(E)
(F)
(G)
(H)
Total. (Column (b) must equal Form 990, Part X, col. (B) line 12.)

Part VIII

InvestmentsProgram Related. Complete if the organization answered 'Yes' on 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

(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11d. See Form 990, Part X, line 15.

(a) Description				(b) Book value

(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........

Part X

Other Liabilities. Complete if the organization answered 'Yes' on Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25.

1.(a) Description of liability	(b) Book value
(1) Federal income taxes

(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)
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) 2015

Page 4

Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the organization answered 'Yes' on Form 990, Part IV, line 12a.
1	Total revenue, gains, and other support per audited financial statements .......		1	7,329,909
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains (losses) on investments ....	2a
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	0
3	Subtract line 2e from line 1..................		3	7,329,909
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	7,329,909

Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' on Form 990, Part IV, line 12a.
1	Total expenses and losses per audited financial statements ...........		1	5,591,804
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	5,591,804
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	5,591,804

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:

Accounting principles generally accepted in the United States of America require management to evaluate tax positions taken by the Corporation and recognize a tax liability if it is more likely than not that an uncertain tax position would not be sustained upon examination by various federal and state taxing authorities. Management has analyzed the tax positions taken by the Corporation and has concluded that as of June 30, 2016, there are no uncertain positions taken or expected to be taken that would require recognition of a liability or disclosure in the accompanying financial statements. The Corporation is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. These income tax returns are generally open to examination by the relevant taxing authorities for a period of three years from the later of the date the return was filed for its due date (including approved extensions).

Schedule D (Form 990) 2015

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" on Form 990, Part IV, line 23.
SchJMediumBullet

Attach to Form 990.
SchJMediumBullet

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

OMB No. 1545-0047

2015

Open to Public Inspection

Name of the organization

Wellspring Resources

Employer identification number

37-0798015

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 on 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 on 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), 501(c)(4), and 501(c)(29) organizations must complete lines 5-9.

For persons listed on 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," on line 5a or 5b, describe in Part III.

For persons listed on 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," on line 6a or 6b, describe in Part III.

For persons listed on 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 on 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" on 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) 2015

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 on 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 in column(B) reported as deferred on 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)
1Mirza Baig MDChief Medical Officer	(i) (ii)	211,745 ------------- 0	0 ------------- 0	0 ------------- 0	0 ------------- 0	2,646 ------------- 0	214,391 ------------- 0	0 ------------- 0
2John MarkleyCEO	(i) (ii)	0 ------------- 170,702	0 ------------- 300	0 ------------- 4,068	0 ------------- 4,959	0 ------------- 7,449	0 ------------- 187,478	0 ------------- 0

Schedule J (Form 990) 2015

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) 2015

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE N
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Liquidation, Termination, Dissolution, or Significant Disposition of Assets

Complete if the organization answered "Yes" on Form 990, Part IV, lines 31 or 32; or Form 990-EZ, line 36.

Attach certified copies of any articles of dissolution, resolutions, or plans.
bullet

Attach to Form 990 or 990-EZ.
bullet

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

OMB No. 1545-0047

2015

Open to Public
Inspection

Name of the organization
Wellspring Resources

Employer identification number
37-0798015

Part I

Liquidation, Termination, or Dissolution. Complete this part if the organization answered "Yes" on Form 990, Part IV, line 31, or Form 990-EZ, line 36.
Part I can be duplicated if additional space is needed.

1(a) Description of asset(s) distributed or transaction expenses paid	(b) Date of distribution	(c) Fair market value of asset(s) distributed or amount of transaction expenses	(d) Method of determining FMV for asset(s) distributed or transaction expenses	(e) EIN of recipient	(f) Name and address of recipient	(g) IRC section of recipient(s) (if tax-exempt) or type of entity

Yes

Did or will any officer, director, trustee, or key employee of the organization:

Become a director or trustee of a successor or transferee organization? .........................

Become an employee of, or independent contractor for, a successor or transferee organization? .....................

Become a direct or indirect owner of a successor or transferee organization? .....................

Receive, or become entitled to, compensation or other similar payments as a result of the organization's liquidation, termination, or dissolution? ........

If the organization answered "Yes" to any of the questions on lines 2a through 2d, provide the name of the person involved and explain in Part III. bullet

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

Cat. No. 50087Z

Schedule N (Form 990 or 990-EZ) (2015)

Page 2

Part I

Liquidation, Termination, or Dissolution (continued)

Note. If the organization distributed all of its assets during the tax year, then Form 990, Part X, column (B), line 16 (Total assets), and line 26 (Total liabilities), should equal -0-.

Yes

Did the organization distribute its assets in accordance with its governing instrument(s)? If "No," describe in Part III .............

Is the organization required to notify the attorney general or other appropriate state official of its intent to dissolve, liquidate, or terminate? ......

If "Yes," did the organization provide such notice? .....................

Did the organization discharge or pay all of its liabilities in accordance with state laws? .....................

Did the organization have any tax-exempt bonds outstanding during the year? .....................

If "Yes" on line 6a, did the organization discharge or defease all of its tax-exempt bond liabilities during the tax year in accordance with the Internal Revenue Code and state laws?

If "Yes" on line 6b, describe in Part III how the organization defeased or otherwise settled these liabilities. If "No" on line 6b, explain in Part III.

Part II

Sale, Exchange, Disposition, or Other Transfer of More Than 25% of the Organization's Assets. Complete this part if the organization answered "Yes" on Form 990, Part IV, line 32, or Form 990-EZ, line 36. Part II can be duplicated if additional space is needed.

1(a) Description of asset(s) distributed or transaction expenses paid	(b) Date of distribution	(c) Fair market value of asset(s) distributed or amount of transaction expenses	(d) Method of determining FMV for asset(s) distributed or transaction expenses	(e) EIN of recipient	(f) Name and address of recipient	(g) IRC section of recipient(s) (if tax-exempt) or type of entity

Cash	07-01-2015	629,975	cash on hand	37-0916475	Centerstone of Illinois Inc 44 Vantage Way Suite 400 Nashville,TN37228	501(c)(3)
Accounts receivable, net	07-01-2015	1,690,733	FMV based on audited financial statements	37-0916475	Centerstone of Illinois Inc 44 Vantage Way Suite 400 nashville,TN37228	501(c)(3)
Property and equipment	07-01-2015	5,745,545	Net book value based on audited financial statements.	37-0916475	centerstone of Illinois Inc 44 Vantage Way Suite 400 nashville,TN37228	501(c)(3)
Notes and Loans Receivable	07-01-2015	3,145,895	Book value based on audited financial statements	37-0916475	centerstone of Illinois Inc 44 Vantage Way Suite 400 nashville,TN37228	501(c)(3)
Prepaid Expenses	07-01-2015	139,640	cost per audited financial statements	37-0916475	centerstone of Illinois Inc 44 Vantage Way Suite 400 nashville,TN37228	501(c)(3)

Yes

Did or will any officer, director, trustee, or key employee of the organization:

Become a director or trustee of a successor or transferee organization? .....................

Yes

Become an employee of, or independent contractor for, a successor or transferee organization? .....................

Yes

Become a direct or indirect owner of a successor or transferee organization? .....................

Receive, or become entitled to, compensation or other similar payments as a result of the organization’s significant disposition of assets? .....................

If the organization answered "Yes" to any of the questions on lines 2a through 2d, provide the name of the person involved and explain in Part III. bullet

Schedule N(Form 990 or 990-EZ) (2015)

Schedule N (Form 990 or 990-EZ) (2015)

Page 3

Part III

Supplemental Information. Provide the information required by Part I, lines 2e and 6c, and Part II, line 2e. Also complete this part to provide any additional information.

Return Reference	Explanation
Part II, Line 2e:	Person(s) Involved: Sally Shehan, Karen McGarvey, Stephanie Meyer, Patricia Fischer, John McKey, Jennifer Craig, Ann Tyree, Mirza Baig, Jannete Health
Part II, Line 2e:	Explanation of Involvement: Board members Sally Shehan, Karen McGarvey, Stephanie Meyer, Patricia Fischer, and John McKey Became board members of centerstone of illinios.Officer Jennifer Craig became an officer of centerstone of illinois.

Schedule N (Form 990 or 990-EZ) (2015)

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 990-EZ 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

2015

Open to Public
Inspection

Name of the organization

Wellspring Resources

Employer identification number

37-0798015

Return Reference	Explanation
Form 990, Part III, Line 4a	Wellspring Resources is an affiliate of Centerstone of America, Inc. Centerstone of America, Inc. is a national, private, not-for-profit 501(c)3 behavioral healthcare organization with a mission to, "Deliver Care That Changes People's Lives." In addition to providing a comprehensive scope of behavioral health services and integrated primary care, we offer specialized life skills development, employment and housing services for individuals with intellectual and developmental disabilities. Centerstone delivers care through its affiliated companies Centerstone of Florida, Centerstone of Illinois, Centerstone of Indiana, Centerstone of Tennessee, Johnson Nichols Health Clinic, and Centerstone Military Services. On November 1st, 2016, Seven Counties Services, Inc., headquartered in Louisville, KY, joined Centerstone becoming Centerstone of Kentucky. With the addition of Centerstone of Kentucky, at the time of this filing, Centerstone, through its affiliated companies has annual revenues exceeding $320 million, employees over 5,200 staff, operates out of 206 facilities, and serves over 180,000 children, adults, and families each year. Centerstone's service arms are supported by affiliated companies Centerstone Foundation, Centerstone Research Institute, as well as Centerstone of America. In becoming one of the largest healthcare organizations of its kind in the nation, Centerstone's growth has benefited its clients and communities though the identification and support of more effective treatment approaches, strategic technology innovation, enhanced operational efficiencies, and vastly increased access to philanthropic and government support for services to those with limited resources CENTERSTONE OFFERS WARM HOSPITALITY TO INDIVIDUALS AND FAMILIES IN OUR CARE. WE INCLUDE LOVED ONES IN THE HEALING PROCESS AND WORK TO UPLIFT THE HUMAN SPIRIT AND OVERALL HEALTH AND WELLBEING. CENTERSTONE KNOWS THAT OUR CARE ALLOWS FAMILIES AND INDIVIDUALS TO CONTINUE CAREERS, HEAL MARRIAGES, RAISE CHILDREN, COMPLETE EDUCATION, MAINTAIN HEALTH AND SUCCEED IN LIFE. WE ACCEPT MOST INSURANCE AND PRIVATE PAY FOR SERVICES, AND ARE ABLE TO OFFER THIS EXTRAORDINARY LEVEL OF CARE THROUGH ADDITIONAL CONTRACTS AND GRANTS FROM FEDERAL, STATE AND LOCAL GOVERNMENT AS WELL AS PHILANTHROPIC DONATIONS FROM FOUNDATIONS, CORPORATIONS AND INDIVIDUALS. CENTERSTONE OF FLORIDA IS THE LEADING COMMUNITY BEHAVIORAL HEALTH HOSPITAL AND OUTPATIENT PRACTICE IN SOUTH TAMPA BAY. WITH A 60-YEAR HISTORY, WE ARE WORKING TO CHANGE THE LIVES OF CHILDREN, TEENS, ADULTS AND SENIORS WHO FACE TRAUMA, ADDICTIONS, PSYCHIATRIC ILLNESSES AND EMOTIONAL DISORDERS. EACH YEAR, CENTERSTONE OF FLORIDA SERVES MORE THAN 16,000 PEOPLE OF ALL AGES. WE RECENTLY EARNED PRESTIGIOUS UNITED/OPTUM HEALTH PLAN HOSPITAL STATUS. CENTERSTONE OF FLORIDA IS ACCREDITED BY THE JOINT COMMISSION. CENTERSTONE OF INDIANA PROVIDES AN ARRAY OF MENTAL HEALTH, SUBSTANCE ABUSE TREATMENT, INTEGRATED PRIMARY CARE, AND SUPPORTIVE SERVICES TO APPROXIMATELY 31,000 PEOPLE OF ALL AGES ACROSS SOUTHERN AND CENTRAL INDIANA EACH YEAR. CENTERSTONE HAS BEEN RECOGNIZED BY THE STATE OF INDIANA FOR ITS INNOVATIVE SERVICES IN ADDICTIONS CARE AND RE-ENTRY SERVICES. WE ARE ACCREDITED BY CARF INTERNATIONAL AND HAVE RECEIVED HEALTH HOME STATUS. CENTERSTONE OF INDIANA'S SUBSIDIARIES INCLUDE THE CENTERSTONE FOUNDATION, INC., CENTERSTONE SUPPORTIVE HOUSING, LLC AND INDEPENDENT LIVING. CENTERSTONE OF ILLINOIS HAS A 50-YEAR HISTORY OF SERVING CHILDREN, YOUTH, ADULTS AND FAMILIES THROUGH MENTAL HEALTH COUNSELING, SUBSTANCE ABUSE TREATMENT, LIFE SKILLS ENRICHMENT PROGRAMS AND SPECIALIZED SERVICES FOR ADULTS WITH INTELLECTUAL AND DEVELOPMENTAL DISABILITIES. EACH YEAR, CENTERSTONE OF ILLINOIS SERVES MORE THAN 13,000 PEOPLE OF ALL AGES IN SOUTH CENTRAL ILLINOIS AND THE METRO EAST ST. LOUIS AREA. WE ARE ACCREDITED BY CARF INTERNATIONAL. CENTERSTONE OF ILLINOIS IS THE SOLE CORPORATE MEMBER OF WELLSPRING RESOURCES, INC. CENTERSTONE OF TENNESSEE PROVIDES A FULL CONTINUUM OF TREATMENT AND SUPPORTS, INTEGRATED PRIMARY CARE, AND EDUCATIONAL SERVICES TO INDIVIDUALS WHO HAVE MENTAL HEALTH AND ADDICTION DISORDERS. EACH YEAR, CENTERSTONE SERVES MORE THAN 65,000 PEOPLE OF ALL AGES THROUGHOUT THE MIDDLE TENNESSEE REGION. WE ARE ACCREDITED BY CARF INTERNATIONAL, AND HAVE ACHIEVED ACCREDITED HEALTH HOME STATUS FOR OUR OUTPATIENT CLINIC LOCATIONS. CENTERSTONE IS ALSO A MEMBER ORGANIZATION OF THE NATIONAL FOOTBALL LEAGUE'S LIFE LINE. CENTERSTONE OF TENNESSEE'S SUBSIDIARIES INCLUDE ADVANTAGE BEHAVIORAL HEALTH, CUMBERLAND HOLDING CORPORATION AND CENTERSTONE HOUSING RESOURCES. THE CENTERSTONE RESEARCH INSTITUTE IS DEDICATED TO IMPROVING BEHAVIORAL HEALTHCARE THROUGH RESEARCH AND EVALUATION STUDIES TO DEFINE BEST PRACTICE AND ADVANCE THE TREATMENT AND PREVENTION OF MENTAL HEALTH AND ADDICTION DISORDERS. WE WORK TO CREATE A BRIGHTER FUTURE FOR INDIVIDUALS AND FAMILIES BY BRIDGING THE GAP BETWEEN SCIENCE AND CARE. WE ALSO WORK CLOSELY WITH OUR CENTERSTONE AFFILIATES TO DELIVER CLINICALLY EXCELLENT, EVIDENCE-BASED AND VALUE-CARE MODELS. CENTERSTONE RESEARCH INSTITUTE EMBRACES TRANSPARENCY AND MEASUREMENT AS A MEANS TO ENHANCING PATIENT CARE. CENTERSTONE MILITARY SERVICES WORKS TO ENSURE THAT SERVICE MEMBERS, VETERANS AND THEIR FAMILIES HAVE THE RESOURCES AND SUPPORT THEY NEED TO LEAD HEALTHY AND FULFILLING LIVES BEYOND MILITARY SERVICE. WE OFFER A VARIETY OF SERVICES TO ADDRESS MANY ISSUES INCLUDING COMBAT STRESS, TRAUMA, HOMELESSNESS, DEPRESSION, ADDICTION, MARRIAGE ISSUES, PARENT-CHILD RELATIONSHIP REPAIR, AND OTHER INVISIBLE WOUNDS OF WAR. THIS INCLUDES THOSE WHO ARE CURRENT SERVING OR HAVE SERVED IN ANY BRANCH OF THE MILITARY REGARDLESS OF DISCHARGE STATUS OR CONFLICT IN WHICH THEY SERVED. THE CENTERSTONE FOUNDATION, INC. SECURES PHILANTHROPIC RESOURCES TO SUPPORT CENTERSTONE'S MISSION OF "DELIVERING CARE THAT CHANGES PEOPLE'S LIVES" BOTH NOW AND IN THE FUTURE. IN ADDITION TO SECURING PHILANTHROPIC RESOURCES FOR ITS AFFILIATES AND THE PEOPLE WE SERVE, THE FOUNDATION IS CHARGED WITH PROVIDING EFFECTIVE STEWARDSHIP OF ENDOWMENTS, INCLUDING INVESTMENT AND DISBURSEMENTS. WE ARE DEDICATED TO IMPROVING THE QUALITY OF LIFE OF THE INDIVIDUALS AND FAMILIES WHO COME TO CENTERSTONE FOR CARE. CENTERSTONE OF INDIANA IS THE SOLE CORPORATE MEMBER OF THE CENTERSTONE FOUNDATION. ADVANTAGE BEHAVIORAL HEALTH, A SPECIALTY ORGANIZATION OF CENTERSTONE, CREATES HEALTHCARE MANAGEMENT SOLUTIONS THAT IMPROVE ACCESS TO SERVICES AND ADVANCE PATIENT CARE AND OUTCOMES. WE OPERATE A PROVIDER NETWORK THAT DELIVERS COUNSELING SERVICES FOR CENTERSTONE MILITARY SERVICES' REFERRALS, AND PROVIDE EMPLOYEE ASSISTANCE PROGRAMS AND OTHER EMPLOYEE WELLNESS SERVICES TO REGIONAL EMPLOYERS. ADVANTAGE BEHAVIORAL HEALTH IS AN AFFILIATE OF CENTERSTONE OF AMERICA, INC. CENTERSTONE OF TENNESSEE IS THE SOLE CORPORATE MEMBER OF ADVANTAGE BEHAVIORAL HEALTH.
Form 990, Part V, Line 1A, 1099 Filing:	FORMS 1099 AND 1096 FOR ALL AFFILIATED ENTITIES ARE FILED UNDER THE EIN OF CENTERSTONE OF TENNESSEE, INC. FOR 2015, A TOTAL OF 963 1099 FORMS WERE FILED UNDER CENTERSTONE OF TENNESSEE. OF THAT TOTAL, 12 RELATE TO VENDORS OF Wellspring Resources.
Form 990, Part V, Line 2A, W-2 Filing:	FORMS W-2, W-3, AND ALL RELATED PAYROLL TAX FILINGS FOR ALL AFFILIATED ENTITIES ARE FILED UNDER THE EIN OF CENTERSTONE OF TENNESSEE, INC. FOR 2015, A TOTAL OF 3,330 W-2 FORMS WERE FILED UNDER CENTERSTONE OF TENNESSEE. OF THAT TOTAL, 213 RELATE TO EMPLOYEES OF Wellspring Resources.
Form 990, Part VI, Section A, line 4	IN JUne 2015, ARTICLE II of the ARTICLES OF INCORPORATION were UPDATED to reflect THE SOLE MEMBER TO BE CENTERSTONE OF Illinois, INC. Centerstone of Illinois is mangaed by Centerstone of America, an Indiana nonprofit public health benefit corporation. DURING 2015, Wellspring Resources BECAME PART OF CenTERSTONE OF America, INC., AN INDIANA NONPROFIT PUBLIC HEALTH BENEFIT CORPORATION WITH SIMILAR OPERATIONS. AS SUCH, CENTERSTONE OF AMERICA HAS THE POWER IN ARTICLE II SECTION TWO TO EXERCISE ALL OF THE POWERS OF THE BOARD OF DIRECTORS. THAT POWER PREVIOUSLY RESTED WITH THE BOARD OF DIRECTORS OF Wellspring Resources.
Form 990, Part VI, Section A, line 6	The sole member of the Corporation shall be Centerstone of Illinois, Inc., an Illinois nonprofit corporation.
Form 990, Part VI, Section A, line 7a	The sole member shall be entitled to appoint at least one board director as specified in the bylaws of the corporation.
Form 990, Part VI, Section A, line 7b	The following decisions are to be ratified by the sole member prior to action: Formation or acquisition of legal entities by the Corporation; Amendment of the charter or bylaws of the Corporation; Approval, acceptance, amendment or termination of contracts of the Corporation to provide services outside the historical lines of businesses or services engaged in by the Corporation; and adoption and amendment of the statement of the mission of the Corporation.
Form 990, Part VI, Section B, line 11	The process of reviewing the Form 990 entails a detailed review of the Form 990 by the organization's Chief Executive Officer, Chief Financial Officer, Corporate Controller, and the Board of Centerstone of America. The Form 990 including requested schedules, as ultimately filed with the IRS, are provided electronically to each voting member of the organization's governing body prior to filing.
Form 990, Part VI, Section B, line 12c	The written conflict of interest policy of the Board of directors is regularly and consistently monitored and compliance enforced by the Board chair. The written conflict of interest policy which applies to all staff is contained in the human resource policies. All staff must confirm they have read and understand all policies. A self-disclosure from required persons is required on any potential conflicts of interest.
Form 990, Part VI, Section B, line 15a	IN 2015 CENTERSTONE OF AMERICA CONTRACTED WITH A THIRD PARTY CONSULTANT TO CONDUCT AN ASSESSMENT OF THE BEHAVIORAL HEALTH MARKETPLACE CEO COMPENSATION AND PROVIDE RECOMMENDATIONS TO THE ORGANIZATION'S BOARD OF DIRECTORS IN FORMING A COMPENSATION PACKAGE FOR THE CEO OF CENTERSTONE OF AMERICA, INC. THE BOARD DRAFTED AND APPROVED A COMPENSATION AGREEMENT IN MARCH 2008. THE COMPENSATION PACKAGE OF CENTERSTONE OF AMERICA'S CEO was updated in 2015 after the compensation study to reflect a current market rates. THE CEO'S COMPENSATION PACKAGE IS REVIEWED BY THE BOARD OF DIRECTORS ON AN ANNUAL BASIS. COMPENSATION FOR CEOS OF THE CENTERSTONE AFFILIATED ORGANIZATIONS IS DETERMINED BY THE CEO OF CENTERSTONE OF AMERICA UTILIZING COMPENSATION SURVEYS AVAILABLE FROM THE INDUSTRY'S TWO MAJOR ASSOCIATIONS, AND IS SUBJECT TO REVIEW BY THE CENTERSTONE OF AMERICA BOARD ON AN ANNUAL BASIS. THE COMPENSATION STUDY WAS UPDATED DURING 2012, AND UTILIZED IN THE PROCESS OF DETERMINING EXECUTIVE COMPENSATION. EXECUTIVE COMPENSATION PACKAGES WERE REVIEWED AND ADJUSTED TO MARKET AS NEEDED DURING THE 2015 TAX YEAR.
Form 990, Part VI, Section C, line 19	THE GOVERNING DOCUMENTS AND CONFLICT OF INTEREST POLICY ARE AVAILABLE FOR PUBLIC INSPECTION UPON REQUEST. THE FINANCIAL STATEMENTS HOWEVER ARE NOT AVAILABLE FOR PUBLIC INSPECTION.
Form 990, Part XI, line 9:	equity transfer to centerstone of illinois, inc. -4,496,273.
Form 990, Part XII, Line 2c, Oversight of Audit:	THE CENTERSTONE OF AMERICA BOARD OF DIRECTORS ASSUMES RESPONSIBILITY FOR OVERSIGHT OF THE AUDIT OF THE FINANCIAL STATEMENTS AND NO PROCESSES HAVE CHANGED FROM PRIOR YEAR.

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

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2015

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

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

Attach to Form 990.
MediumBullet

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

OMB No. 1545-0047

2015

Open to Public Inspection

Name of the organization

Wellspring Resources

Employer identification number

37-0798015

Part I

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

(a) Name, address, and EIN (if applicable) of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Total income	(e) End-of-year assets	(f) Direct controlling entity

Part II

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

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No
(1)ADVANTAGE BEHAVIORAL HEALTH 44 Vantage Way Suite 400 Nashville,TN37228 20-1590169	billing and administrative services	TN	501c4		Controlled by Centerstone of Tennessee		No
(2)CUMBERLAND HOLDING CORP 44 Vantage Way Suite 400 nashville,TN37228 62-1234354	Provide HUD housing	TN	501c3	line 7	Controlled by centerstone of tennessee		No
(3)Centerstone Housing Resources 44 Vantage Way Suite 400 nashville,TN37228 30-0181963	own and operate group homes	TN	501c3	line 11c	controlled by centerstone of tennessee		No
(4)Centerstone of America 44 Vantage Way Suite 400 nashville,TN37228 20-0072992	holding company for Centerstone of Tennessee	IN	501c3	line 9	controlled by centerstone of tennessee		No
(5)Centerstone of Indiana 44 Vantage Way Suite 400 nashville,TN37228 35-1147323	provide Mental Health Services	IN	501c3	line 7	Controlled by Centerstone of America		No
(6)Centerstone Research Institute 44 Vantage Way Suite 400 nashville,TN37228 26-2505456	Research related to mental health	IN	501c3	line 7	Controlled by Centerstone of America		No
(7)Johnson Nichols Health Clinic 44 Vantage Way Suite 400 nashville,TN37228 35-1270418	provide healthcare for at-risk persons	IN	501c3	public charity	Controlled by Centerstone of America		No
(8)Centerstone Foundation (formerly CBH Foundation) 44 Vantage Way Suite 400 nashville,TN37228 26-1186476	fundraising	IN	501c3	line 11a	Controlled by Centerstone of Indiana		No
(9)Mapleview inc 44 Vantage Way Suite 400 nashville,TN37228 35-1876232	provide low income housing	IN	501c3	line 9	Controlled by Centerstone of Indiana		No
(10)Cedar view inc 44 Vantage Way Suite 400 nashville,TN37228 35-1943874	provide low income housing	IN	501c3	line 9	Controlled by Centerstone of Indiana		No
(11)Oakview Inc 44 Vantage Way Suite 400 nashville,TN37228 35-1942794	Private foundation	IN	501c3	private foundation	Controlled by Centerstone of Indiana		No
(12)Aspen House Inc 44 Vantage Way Suite 400 nashville,TN37228 35-1925610	provide low income housing	IN	501c3	line 9	Controlled by Centerstone of Indiana		No
(13)Indiana House Inc 44 Vantage Way Suite 400 nashville,TN37228 35-1942793	provide low income housing	IN	501c3	line 9	Controlled by Centerstone of Indiana		No
(14)Pineview Inc 44 Vantage Way Suite 400 nashville,TN37228 35-2129307	provide low income housing	IN	501c3	line 9	Controlled by Centerstone of Indiana		No
(15)Willowview inc 44 Vantage Way Suite 400 nashville,TN37228 35-2129471	provide low income housing	IN	501c3	line 9	Controlled by Centerstone of Indiana		No
(16)Dogwood Place Inc 44 Vantage Way Suite 400 Nashville,TN37228 20-1926260	provide low income housing	IN	501c3	line 9	Controlled by Centerstone of Indiana		No
(17)CENTERSTONE MILITARY SERVICES INC 44 Vantage Way Suite 400 Nashville,TN37228 27-1934061	Provide Mental Health Services	TN	501C3	Line 7	Controlled by Centerstone of America		No
(18)Centerstone of Illinois Inc (formerly The H Group BBT Inc) 44 Vantage Way Suite 400 nashville,TN37228 37-0916475	Provide mental Health Services	IL	501c3	Line 7	controlled by Centerstone of America		No
(19)Centerstone of Kentucky Inc (formerly The H Group of Kentucky BBT Inc) 44 Vantage Way Suite 400 nashville,TN37228 45-3321609	Provide mental Health Services	KY	501c3	Line 7	controlled by Centerstone of America		No
(20)F-W Residential Properties Inc 44 Vantage Way Suite 400 nashville,TN37228 37-1398964	Provide low income housing	IL	501c3	Line 9	controlled by Centerstone of America		No
(21)Franklin-Williamson Properties Inc 44 Vantage Way Suite 400 nashville,TN37228 37-1275096	Provide low income housing	IL	501c2		controlled by Centerstone of America		No
(22)MCCCC 44 Vantage Way Suite 400 nashville,TN37228 27-0333241	Promote and support purposes of Wellspring Resources	IL	501c3	line 11b	Controlled by Centerstone of Illinois		No
(23)Theodoro Place 44 Vantage Way Suite 400 nashville,TN37228 20-1885830	provide mental Health Services	IL	501c3	line 9	Controlled by Centerstone of Illinois		No
(24)Centerstone of Tennessee 44 Vantage Way Suite 400 nashville,TN37228 62-1674308	provide mental Health Services	TN	501c3	line 7	Controlled by Centerstone of America		No
(25)Centerstone of Florida 44 Vantage Way Suite 400 Nashville,TN37228 59-1009537	Provide Mental Health Services	FL	501c3	line 7	controlled by Centerstone of America		No
(26)Yakubian Homes Inc 44 Vantage Way Suite 400 Nashville,TN37228 37-1393454	Provide Housing for the disabled	IL	501c3	Line 9	N/A		No
(27)Hempel House Inc 44 Vantage Way Suite 400 nashville,TN37228 37-1365765	provide housing for the disabled	IL	501c3	Line 9	N/A		No
(28)MHC Development Company Inc 44 Vantage Way Suite 400 nashville,TN37228 37-1120291	provide housing for the disabled	IL	501c3	Line 9	N/A		No
(29)Amy's Crossing Inc 44 Vantage Way Suite 400 nashville,TN37228 45-4926717	provide housing for the disabled	IL	501c3	Line 9	N/A		No

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

Cat. No. 50135Y

Schedule R (Form 990) 2015

Page 2

Part III

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

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code V-UBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No
(1) Prizam Healthcare Technologies LLC 44 Vantage Way Suite 400 Nashville,TN37228 38-3935772	HEalthcare Technology	TN	Centerstone Health Partners Inc				No			No

Part IV

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

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	(i) Section 512(b)(13) controlled entity?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(f) Share of total income	(g) Share of end-of-year assets	Yes	No
(1) Centerstone Health Partners Inc 44 Vantage Way Suite 400 Nashville,TN37228 46-2383025	Management Company	TN	Centerstone of America	C				No

Schedule R (Form 990) 2015

Page 3

Part V

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

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

Yes

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

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

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

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

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

Yes

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

Yes

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

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

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

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

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

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

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

Yes

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

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

Yes

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

Yes

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

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

Yes

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

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

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

(a) Name of related organization	(b) Transaction type (a-s)	(c) Amount involved	(d) Method of determining amount involved

Schedule R (Form 990) 2015

Page 4

Part VI

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

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

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

Schedule R (Form 990) 2015

Page 5

Part VII

Supplemental Information

Provide additional information for responses to questions on Schedule R (see instructions).

Return Reference	Explanation

Schedule R (Form 990) 2015

Additional Data

Software ID:
Software Version:

1	Briefly describe the organization’s mission or most significant activities: Wellspring resources instills hope and empowers individuals to be their personal best by promoting mental wellness through providing services to individuals in the area of psychiatry, mental health, substance abuse treatment, and residential services
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ........	3	0
4	Number of independent voting members of the governing body (Part VI, line 1b) .....	4	0
5	Total number of individuals employed in calendar year 2015 (Part V, line 2a) ......	5	213
6	Total number of volunteers (estimate if necessary) .............	6	0
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) .........	3,545,211	1,842,180
9	Program service revenue (Part VIII, line 2g) .........	6,905,301	3,016,527
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	62,223	13,732
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	141,084	2,457,470
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)	10,653,819	7,329,909
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	22,538	0
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)	7,456,164	3,510,613
16a	Professional fundraising fees (Part IX, column (A), line 11e) .....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e)....	4,362,351	2,081,191
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	11,841,053	5,591,804
19	Revenue less expenses. Subtract line 18 from line 12.......	-1,187,234	1,738,105
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16).............	11,351,788	0
21	Total liabilities (Part X, line 26).............	8,593,620	0
22	Net assets or fund balances. Subtract line 21 from line 20.....	2,758,168	0

Sign Here

	Signature of officer	Date

	Type or print name and title


4a	(Code: ) (Expenses $ 4,645,713 including grants of $ ) (Revenue $ 3,016,527 )
	See schedule O

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 expenses4,645,713

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)...........	411,538	267,830	32,413

(A) Name and Title	(B) Average hours per week (list any hours for related organizations below dotted line)		(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(18) Stacey Overturf........................................................................ Director of Finance	2.00 .......................40.00	X	0	92,760	10,404

(A) Name and business address	(B) Description of services	(C) Compensation
Dr Arif Habib MD, 1230 Walnut Hill Farm Drive Chesterfield,MO63005	contract doctor	131,513
Dr Donna Boone MD, 11904 Bellefontaine Rd St Louis,MO63138	contract doctor	122,350



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 2

1a	Federated campaigns..		1a
b	Membership dues..		1b
c	Fundraising events..		1c
d	Related organizations		1d
e	Government grants (contributions)		1e	1,808,776

f	All other contributions, gifts, grants, and similar amounts not included above		1f	33,404

g	Noncash contributions included in lines 1a-1f:$ 16,642
h Total.Add lines 1a-1f.......		1,842,180

			Business Code
2a	Net Client Service Revenue	624100	3,016,527	3,016,527
b
c
d
e
f	All other program service revenue.
g Total.Add lines 2a–2f.....			3,016,527

3 Investment income (including dividends, interest, and othersimilar amounts) ..........			13,732			13,732
4 Income from investment of tax-exempt bond proceeds
5 Royalties...........
		(ii) Personal	(i) Real
6a	Gross rents		71,281
b	Less: rental expenses		0
c	Rental income or (loss)		71,281
d	Net rental income or (loss)......			71,281			71,281
		(ii) Other	(i) Securities
7a	Gross amount from sales of assets other than inventory
b	Less: cost or other basis and sales expenses
c	Gain or (loss)
d	Net gain or (loss).....
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..
Business Code			Miscellaneous Revenue
11a	Gain on extinguishment of debt		900099	2,321,000			2,321,000
b	Miscellaneous Income		624100	65,189			65,189
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			2,386,189
12	Total revenue. See Instructions......			7,329,909	3,016,527	0	2,471,202

1	Grants and other assistance to domestic organizations and domestic governments. See Part IV, line 21
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 ....	532,255	492,709	39,546
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....
7	Other salaries and wages	2,276,027	2,106,923	169,104
8	Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) ....	85,704	79,336	6,368
9	Other employee benefits .......	430,166	398,205	31,961
10	Payroll taxes ...........	186,461	172,607	13,854
11	Fees for services (non-employees):
a	Management ......	824,601	431,582	393,019
b	Legal .........	8	4	4
c	Accounting ...........
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)	352,219	184,346	167,873
12	Advertising and promotion ....
13	Office expenses .......	65,410	53,701	11,709
14	Information technology ......	47,513	39,008	8,505
15	Royalties ..
16	Occupancy ...........	281,956	231,483	50,473
17	Travel ............	124,778	92,439	32,339
18	Payments of travel or entertainment expenses for any federal, state, or local public officials .
19	Conferences, conventions, and meetings ....
20	Interest ...........	47,418	47,418
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization ..	137,684	137,684
23	Insurance ...	71,608	58,789	12,819
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	Drugs and Supplies	67,792	60,218	7,574
b	other exp	56,832	56,763	69
c	Dues & Sub.	3,372	2,498	874
d
e	All other expenses
25	Total functional expenses. Add lines 1 through 24e	5,591,804	4,645,713	946,091	0
26	Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here if following SOP 98-2 (ASC 958-720).

1	Cash–non-interest-bearing ........			70,074	1
2	Savings and temporary cash investments .........			559,902	2
3	Pledges and grants receivable, net ......				3
4	Accounts receivable, net .............			1,915,098	4
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 ....			333,772	7
8	Inventories for sale or use ........				8
9	Prepaid expenses and deferred charges ......			139,640	9
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	0
b	Less: accumulated depreciation	10b		5,745,545	10c
11	Investments—publicly traded securities .				11
12	Investments—other securities. See Part IV, line 11 .....				12
13	Investments—program-related. See Part IV, line 11 ..				13
14	Intangible assets ...............				14
15	Other assets. See Part IV, line 11 ...........			2,587,757	15
16	Total assets. Add lines 1 through 15 (must equal line 34)...			11,351,788	16	0

17	Accounts payable and accrued expenses .....	1,081,116	17
18	Grants payable ...		18
19	Deferred revenue .........	542,504	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 ..	6,970,000	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		25
26	Total liabilities. Add lines 17 through 25..	8,593,620	26	0

	Organizations that follow SFAS 117 (ASC 958), check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets	2,684,483	27	0
28	Temporarily restricted net assets ...........	73,685	28	0
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 ...........	2,758,168	33	0
34	Total liabilities and net assets/fund balances ........	11,351,788	34	0