Form990-PF

Department of the Treasury
Internal Revenue Service

Return of Private Foundation
or Section 4947(a)(1) Trust Treated as Private Foundation
bulletDo not enter social security numbers on this form as it may be made public.
bulletGo to www.irs.gov/Form990PF for instructions and the latest information.
OMB No. 1545-0052
2018
Open to Public Inspection
For calendar year 2018, or tax year beginning 05-01-2018 , and ending 04-30-2019
Name of foundation
RIPPLEWORKS INC
 
Number and street (or P.O. box number if mail is not delivered to street address)889 WINSLOW STREET NO 501
  Room/suite
City or town, state or province, country, and ZIP or foreign postal code
REDWOOD CITY, CA94063
A Employer identification number

46-5604812
B Telephone number (see instructions)

(650) 499-3120
C bullet
G Check all that apply:

D 1. Foreign organizations, check here............. bullet
2. Foreign organizations meeting the 85%
test, check here and attach computation ... bullet
E bullet
H Check type of organization:
F bullet
I Fair market value of all assets at end
of year (from Part II, col. (c),
line 16)bullet$368,601,068J Accounting method:
 
(Part I, column (d) must be on cash basis.)
Part I Analysis of Revenue and Expenses (The total of amounts in columns (b), (c), and (d) may not necessarily equal the amounts in column (a) (see instructions).) (a) Revenue and
expenses per
books 		(b) Net investment
income 		(c) Adjusted net
income 		(d) Disbursements
for charitable
purposes
(cash basis only)
Revenue 1 Contributions, gifts, grants, etc., received (attach schedule) 94,700
2 Check bullet.............
3 Interest on savings and temporary cash investments 815,951 815,951  
4 Dividends and interest from securities... 717,148 925,800  
5a Gross rents............      
b Net rental income or (loss)  
6a Net gain or (loss) from sale of assets not on line 10 89,000,769
b Gross sales price for all assets on line 6a 90,467,463
7 Capital gain net income (from Part IV, line 2)... 81,798,170
8 Net short-term capital gain.........  
9 Income modifications...........  
10a Gross sales less returns and allowances  
b Less: Cost of goods sold....  
c Gross profit or (loss) (attach schedule).....    
11 Other income (attach schedule)....... Click to see attachment 199,727 161,362 0
12 Total. Add lines 1 through 11........ 90,828,295 83,701,283 0
Operating and Administrative Expenses 13 Compensation of officers, directors, trustees, etc. 679,143 67,915 0 611,228
14 Other employee salaries and wages...... 1,960,510 0 0 1,353,456
15 Pension plans, employee benefits....... 228,770 0 0 208,095
16a Legal fees (attach schedule)......... Click to see attachment 152,351 0 0 140,939
b Accounting fees (attach schedule)....... Click to see attachment 84,134 42,067 0 42,067
c Other professional fees (attach schedule).... Click to see attachment 222,818 38,230 0 174,569
17 Interest...............        
18 Taxes (attach schedule) (see instructions)... Click to see attachment 1,988,628 0 0 136,958
19 Depreciation (attach schedule) and depletion... 47,745 0 0
20 Occupancy.............. 393,488 0 0 374,955
21 Travel, conferences, and meetings....... 230,788 0 0 202,148
22 Printing and publications.......... 1,247 0 0 1,457
23 Other expenses (attach schedule)....... Click to see attachment 341,104 2,446,223 0 381,748
24 Total operating and administrative expenses.
Add lines 13 through 23.......... 6,330,726 2,594,435 0 3,627,620
25 Contributions, gifts, grants paid....... 16,699,227 16,499,500
26 Total expenses and disbursements. Add lines 24 and 25 23,029,953 2,594,435 0 20,127,120
27 Subtract line 26 from line 12:
a Excess of revenue over expenses and disbursements 67,798,342
b Net investment income (if negative, enter -0-) 81,106,848
c Adjusted net income (if negative, enter -0-)... 0
For Paperwork Reduction Act Notice, see instructions.
Cat. No. 11289X Form 990-PF (2018)
Form 990-PF (2018)
Page 2
Part II Balance Sheets Attached schedules and amounts in the description column
should be for end-of-year amounts only. (See instructions.) 		Beginning of year End of year
(a) Book Value (b) Book Value (c) Fair Market Value
Assets 1 Cash—non-interest-bearing............. 2,301,164 3,877,066 3,877,066
2 Savings and temporary cash investments......... 41,974,506 25,184,003 25,184,003
3 Accounts receivable bullet1,273,458
Less: allowance for doubtful accounts bullet   957,209 1,273,458 1,273,458
4 Pledges receivable bullet  
Less: allowance for doubtful accounts bullet        
5 Grants receivable.................      
6 Receivables due from officers, directors, trustees, and other
disqualified persons (attach schedule) (see instructions)..... 187,803    
7 Other notes and loans receivable (attach schedule) bullet  
Less: allowance for doubtful accounts bullet        
8 Inventories for sale or use..............      
9 Prepaid expenses and deferred charges.......... 25,054 107,752 107,752
10a Investments—U.S. and state government obligations (attach schedule) 0 Click to see attachment17,158,531 17,158,531
b Investments—corporate stock (attach schedule).......      
c Investments—corporate bonds (attach schedule).......      
11 Investments—land, buildings, and equipment: basis bullet  
Less: accumulated depreciation (attach schedule) bullet        
12 Investments—mortgage loans.............      
13 Investments—other (attach schedule).......... 1,171,207,709 Click to see attachment307,232,947 307,232,947
14 Land, buildings, and equipment: basis bullet190,325
Less: accumulated depreciation (attach schedule) bullet51,688 183,337 138,637 138,637
15 Other assets (describe bullet) Click to see attachment15,861,361 Click to see attachment13,628,674 Click to see attachment13,628,674
16 Total assets (to be completed by all filers—see the
instructions. Also, see page 1, item I) 1,232,698,143 368,601,068 368,601,068
Liabilities 17 Accounts payable and accrued expenses.......... 139,278 123,807
18 Grants payable.................    
19 Deferred revenue.................    
20 Loans from officers, directors, trustees, and other disqualified persons    
21 Mortgages and other notes payable (attach schedule)......    
22 Other liabilities (describe bullet) Click to see attachment22,871,963 Click to see attachment4,173,015
23 Total liabilities (add lines 17 through 22)......... 23,011,241 4,296,822
Net Assets or Fund Balances Foundations that follow SFAS 117, check here bullet
and complete lines 24 through 26 and lines 30 and 31.
24 Unrestricted.................. 1,209,686,902 364,304,246
25 Temporarily restricted............... 0 0
26 Permanently restricted............... 0 0
Foundations that do not follow SFAS 117, check here bullet
and complete lines 27 through 31.
27 Capital stock, trust principal, or current funds........    
28 Paid-in or capital surplus, or land, bldg., and equipment fund    
29 Retained earnings, accumulated income, endowment, or other funds    
30 Total net assets or fund balances (see instructions)..... 1,209,686,902 364,304,246
31 Total liabilities and net assets/fund balances (see instructions). 1,232,698,143 368,601,068
Part III
Analysis of Changes in Net Assets or Fund Balances
1
Total net assets or fund balances at beginning of year—Part II, column (a), line 30 (must agree with end-of-year figure reported on prior year’s return) ...............
1
1,209,686,902
2
Enter amount from Part I, line 27a .....................
2
67,798,342
3
Other increases not included in line 2 (itemize) bulletClick to see attachment
3
24,945,006
4
Add lines 1, 2, and 3 ..........................
4
1,302,430,250
5
Decreases not included in line 2 (itemize) bulletClick to see attachment
5
938,126,004
6
Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 30 .
6
364,304,246
Form 990-PF (2018)
Form 990-PF (2018)
Page 3
Part IV
Capital Gains and Losses for Tax on Investment Income
(a) List and describe the kind(s) of property sold (e.g., real estate,
2-story brick warehouse; or common stock, 200 shs. MLC Co.)		 (b)
How acquired
P—Purchase
D—Donation 		(c)
Date acquired
(mo., day, yr.) 		(d)
Date sold
(mo., day, yr.)
1 a 3,317,826.380 SHS OF XRP CRYPTOCURRENCY D   2018-05-31
b 4,487,361.000 SHS OF XRP CRYPTOCURRENCY D   2018-06-30
c 5,615,774.000 SHS OF XRP CRYPTOCURRENCY D   2018-07-31
d 8,573,473.700 SHS OF XRP CRYPTOCURRENCY D   2018-08-31
e 12,316,376.000 SHS OF XRP CRYPTOCURRENCY D   2018-09-30
11,061,932.000 SHS OF XRP CRYPTOCURRENCY D   2018-10-31
13,560,123.000 SHS OF XRP CRYPTOCURRENCY D   2018-11-30
9,000.000 SHS OF XRP CRYPTOCURRENCY D   2018-12-11
9,963,236.000 SHS OF XRP CRYPTOCURRENCY D   2018-12-26
59,936,725.000 SHS OF XRP CRYPTOCURRENCY D   2018-12-26
18,829,895.000 SHS OF XRP CRYPTOCURRENCY D   2018-12-26
2,060,606.000 SHS OF XRP CRYPTOCURRENCY D   2018-12-31
8,711,577.000 SHS OF XRP CRYPTOCURRENCY D   2019-01-31
9,000.000 SHS OF XRP CRYPTOCURRENCY D   2019-01-31
16,337,122.900 SHS OF XRP CRYPTOCURRENCY D   2019-02-28
21,906,285.000 SHS OF XRP CRYPTOCURRENCY D   2019-03-31
40,406,639.000 SHS OF XRP CRYPTOCURRENCY D   2019-04-30
540,582 SHS OF XRP CRYPTOCURRENCY D   2018-05-01
K-1 FROM ARRINGTON XRP CAPITAL FUND, LP P    
K-1 FROM BLOCKCHAIN CAPITAL IV LP P    
AFS SECURITIES P    
(e)
Gross sales price 		(f)
Depreciation allowed
(or allowable) 		(g)
Cost or other basis
plus expense of sale 		(h)
Gain or (loss)
(e) plus (f) minus (g)
a 2,416,278     2,416,278
b 2,504,243     2,504,243
c 2,586,868     2,586,868
d 2,982,202     2,982,202
e 6,064,425     6,064,425
5,212,941     5,212,941
5,927,138     5,927,138
2,665     2,665
3,422,316     3,422,316
22,828,220     22,828,220
7,171,780     7,171,780
738,083     738,083
2,862,158     2,862,158
2,574     2,574
5,054,577     5,054,577
6,765,216     6,765,216
13,489,755     13,489,755
435,727     435,727
    8,686,834 -8,686,834
17,541     17,541
297     297
Complete only for assets showing gain in column (h) and owned by the foundation on 12/31/69 (l)
Gains (Col. (h) gain minus
col. (k), but not less than -0-) or
Losses (from col.(h))
(i)
F.M.V. as of 12/31/69 		(j)
Adjusted basis
as of 12/31/69 		(k)
Excess of col. (i)
over col. (j), if any
a       2,416,278
b       2,504,243
c       2,586,868
d       2,982,202
e       6,064,425
      5,212,941
      5,927,138
      2,665
      3,422,316
      22,828,220
      7,171,780
      738,083
      2,862,158
      2,574
      5,054,577
      6,765,216
      13,489,755
      435,727
      -8,686,834
      17,541
      297
2 Capital gain net income or (net capital loss) Bracket If gain, also enter in Part I, line 7
If (loss), enter -0- in Part I, line 7		 Bracket 2 81,798,170
3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6):
If gain, also enter in Part I, line 8, column (c) (see instructions). If (loss), enter -0-
in Part I, line 8 ................... 		Bracket 3  
Part V
Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income
(For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income.)

If section 4940(d)(2) applies, leave this part blank.
Was the foundation liable for the section 4942 tax on the distributable amount of any year in the base period?
If "Yes," the foundation does not qualify under section 4940(e). Do not complete this part.
1 Enter the appropriate amount in each column for each year; see instructions before making any entries.
(a)
Base period years Calendar
year (or tax year beginning in) 		(b)
Adjusted qualifying distributions 		(c)
Net value of noncharitable-use assets 		(d)
Distribution ratio
(col. (b) divided by col. (c))
2017 2,067,158 112,191,496 0.018425
2016 1,122,844 8,387,855 0.133865
2015 805,420 7,427,314 0.108440
2014 180,027 777,247 0.231621
2013      
2
Total of line 1, column (d) .....................
2
0.492351
3
Average distribution ratio for the 5-year base period—divide the total on line 2 by 5.0, or by the number of years the foundation has been in existence if less than 5 years ......
3
0.123088
4
Enter the net value of noncharitable-use assets for 2018 from Part X, line 5......
4
553,773,979
5
Multiply line 4 by line 3......................
5
68,162,932
6
Enter 1% of net investment income (1% of Part I, line 27b)...........
6
811,068
7
Add lines 5 and 6........................
7
68,974,000
8
Enter qualifying distributions from Part XII, line 4,.............
8
23,127,120
If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate. See the Part VI instructions.
Form 990-PF (2018)
Form 990-PF (2018)
Page 4
Part VI
Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948—see instructions)
1a Exempt operating foundations described in section 4940(d)(2), check here Bullet and enter “N/A" on line 1. Bracket includes lines 1a and 1b
Date of ruling or determination letter:   (attach copy of letter if necessary–see instructions)
b Domestic foundations that meet the section 4940(e) requirements in Part V, check 1 1,622,137
hereBulletand enter 1% of Part I, line 27b...................
c All other domestic foundations enter 2% of line 27b. Exempt foreign organizations enter 4% of Part I, line 12, col. (b)
2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 2 0
3 Add lines 1 and 2........................... 3 1,622,137
4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter -0-) 4 0
5 Tax based on investment income. Subtract line 4 from line 3. If zero or less, enter -0- ..... 5 1,622,137
6 Credits/Payments:
a 2018 estimated tax payments and 2017 overpayment credited to 2018 6a 1,810,571
b Exempt foreign organizations—tax withheld at source...... 6b
c Tax paid with application for extension of time to file (Form 8868)... 6c 300,000
d Backup withholding erroneously withheld ........... 6d 0
7 Total credits and payments. Add lines 6a through 6d.............. 7 2,110,571
8 Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached. Click to see attachment 8 172
9 Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......Bullet 9  
10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...Bullet 10 488,262
11 Enter the amount of line 10 to be: Credited to 2019 estimated taxBullet488,262 RefundedBullet 11 0
Part VII-A
Statements Regarding Activities
1a
During the tax year, did the foundation attempt to influence any national, state, or local legislation or did
Yes
No
it participate or intervene in any political campaign? ....................
1a
 
No
b
Did it spend more than $100 during the year (either directly or indirectly) for political purposes? (see Instructions
for definition).................................
1b
 
No
If the answer is "Yes" to 1a or 1b, attach a detailed description of the activities and copies of any materials
published or distributed by the foundation in connection with the activities.
c
Did the foundation file Form 1120-POL for this year?.....................
1c
 
No
d
Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year:
(1) On the foundation. bullet$ 0(2) On foundation managers.bullet$ 0
e
Enter the reimbursement (if any) paid by the foundation during the year for political expenditure tax imposed
on foundation managers.bullet$ 0
2
Has the foundation engaged in any activities that have not previously been reported to the IRS?.......
2
 
No
If "Yes," attach a detailed description of the activities.
3
Has the foundation made any changes, not previously reported to the IRS, in its governing instrument, articles
of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes....
3
 
No
4a
Did the foundation have unrelated business gross income of $1,000 or more during the year?........
4a
Yes
 
b
If "Yes," has it filed a tax return on Form 990-T for this year?...................
4b
Yes
 
5
Was there a liquidation, termination, dissolution, or substantial contraction during the year?.........
5
 
No
If "Yes," attach the statement required by General Instruction T.
6
Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either:
  • By language in the governing instrument, or
  • By state legislation that effectively amends the governing instrument so that no mandatory directions
    • that conflict with the state law remain in the governing instrument?................
    6
     
    No
    7
    Did the foundation have at least $5,000 in assets at any time during the year? If "Yes," complete Part II, col. (c),
    and Part XV..................................
    7
    Yes
     
    8a
    Enter the states to which the foundation reports or with which it is registered (see instructions)
    bulletCA
    b
    If the answer is "Yes" to line 7, has the foundation furnished a copy of Form 990-PF to the Attorney
    General (or designate) of each state as required by General Instruction G? If "No," attach explanation .
    8b
    Yes
     
    9
    Is the foundation claiming status as a private operating foundation within the meaning of section 4942(j)(3)
    or 4942(j)(5) for calendar year 2018 or the taxable year beginning in 2018? See the instructions for Part XIV.
    If "Yes," complete Part XIV .............................
    9
     
    No
    10
    Did any persons become substantial contributors during the tax year? If "Yes," attach a schedule listing their names
    and addresses. ...............................
    10
     
    No
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 5
    Part VII-A
    Statements Regarding Activities (continued)
    11
    At any time during the year, did the foundation, directly or indirectly, own a controlled entity within the
    meaning of section 512(b)(13)? If "Yes," attach schedule. See instructions .............
    11
     
    No
    12
    Did the foundation make a distribution to a donor advised fund over which the foundation or a disqualified person had
    advisory privileges? If "Yes," attach statement. See instructions.................
    12
     
    No
    13
    Did the foundation comply with the public inspection requirements for its annual returns and exemption application?
    13
    Yes
     
    Website addressbulletWWW.RIPPLEWORKS.ORG
    14
    The books are in care ofbulletJOHN CARROLL Telephone no.bullet (650) 499-3120

    Located atbullet513 CHOKE CANYON LANEGEORGETOWNTX ZIP+4bullet78628
    15
    Section 4947(a)(1) nonexempt charitable trusts filing Form 990-PF in lieu of Form 1041 —check here .........bullet
    and enter the amount of tax-exempt interest received or accrued during the year ........bullet
    15
     
    16 At any time during calendar year 2018, did the foundation have an interest in or a signature or other authority over YesNo
    a bank, securities, or other financial account in a foreign country? .................
    16Yes  
    See the instructions for exceptions and filing requirements for FinCEN Form 114. If "Yes", enter the name of the foreign
    country bulletOC
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required
    File Form 4720 if any item is checked in the "Yes" column, unless an exception applies.
    Yes
    No
    1a
    During the year did the foundation (either directly or indirectly):
    (1) Engage in the sale or exchange, or leasing of property with a disqualified person?
    (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from)
    a disqualified person?......................
    (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person?
    (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person?
    (5) Transfer any income or assets to a disqualified person (or make any of either available
    for the benefit or use of a disqualified person)?...............
    (6) Agree to pay money or property to a government official? (Exception. Check "No"
    if the foundation agreed to make a grant to or to employ the official for a period
    after termination of government service, if terminating within 90 days.).......
    b
    If any answer is "Yes" to 1a(1)–(6), did any of the acts fail to qualify under the exceptions described in Regulations
    section 53.4941(d)-3 or in a current notice regarding disaster assistance? See instructions ........
    1b
    Yes
     
    ........bullet
    c
    Did the foundation engage in a prior year in any of the acts described in 1a, other than excepted acts,
    that were not corrected before the first day of the tax year beginning in 2018?.............
    1c
     
    No
    2
    Taxes on failure to distribute income (section 4942) (does not apply for years the foundation was a private
    operating foundation defined in section 4942(j)(3) or 4942(j)(5)):
    a
    At the end of tax year 2018, did the foundation have any undistributed income (lines 6d
    and 6e, Part XIII) for tax year(s) beginning before 2018?.............
    If "Yes," list the years bullet20, 20, 20, 20
    b
    Are there any years listed in 2a for which the foundation is not applying the provisions of section 4942(a)(2)
    (relating to incorrect valuation of assets) to the year’s undistributed income? (If applying section 4942(a)(2)
    to all years listed, answer "No" and attach statement—see instructions.) ..............
    2b
     
     
    c
    If the provisions of section 4942(a)(2) are being applied to any of the years listed in 2a, list the years here.
    bullet20, 20, 20, 20
    3a
    Did the foundation hold more than a 2% direct or indirect interest in any business enterprise at
    any time during the year?......................
    b
    If "Yes," did it have excess business holdings in 2018 as a result of (1) any purchase by the foundation
    or disqualified persons after May 26, 1969; (2) the lapse of the 5-year period (or longer period approved
    by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; or (3)
    the lapse of the 10-, 15-, or 20-year first phase holding period? (Use Schedule C, Form 4720, to determine
    if the foundation had excess business holdings in 2018.)..................
    3b
     
    No
    4a
    Did the foundation invest during the year any amount in a manner that would jeopardize its charitable purposes?
    4a
     
    No
    b
    Did the foundation make any investment in a prior year (but after December 31, 1969) that could jeopardize its
    charitable purpose that had not been removed from jeopardy before the first day of the tax year beginning in 2018?
    4b
     
    No
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 6
    Part VII-B
    Statements Regarding Activities for Which Form 4720 May Be Required (continued)
    5a
    During the year did the foundation pay or incur any amount to:
    Yes
    No
    (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))?
    (2) Influence the outcome of any specific public election (see section 4955); or to carry
    on, directly or indirectly, any voter registration drive?.............
    (3) Provide a grant to an individual for travel, study, or other similar purposes?
    (4) Provide a grant to an organization other than a charitable, etc., organization described
    in section 4945(d)(4)(A)? See instructions................
    (5) Provide for any purpose other than religious, charitable, scientific, literary, or
    educational purposes, or for the prevention of cruelty to children or animals?.....
    b
    If any answer is "Yes" to 5a(1)–(5), did any of the transactions fail to qualify under the exceptions described in
    Regulations section 53.4945 or in a current notice regarding disaster assistance? See instructions ......
    5b
    Yes
     
    .........bullet
    c
    If the answer is "Yes" to question 5a(4), does the foundation claim exemption from the
    tax because it maintained expenditure responsibility for the grant?..........
    If "Yes," attach the statement required by Regulations section 53.4945–5(d). Click to see attachment
    6a
    Did the foundation, during the year, receive any funds, directly or indirectly, to pay premiums on
    a personal benefit contract?.....................
    b
    Did the foundation, during the year, pay premiums, directly or indirectly, on a personal benefit contract? ....
    6b
     
    No
    If "Yes" to 6b, file Form 8870.
    7a
    At any time during the tax year, was the foundation a party to a prohibited tax shelter transaction?
    b
    If yes, did the foundation receive any proceeds or have any net income attributable to the transaction? ....
    7b
     
     
    8
    Is the foundation subject to the section 4960 tax on payment(s) of more than $1,000,000 in remuneration or
    excess parachute payment during the year? .................
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors
    1 List all officers, directors, trustees, foundation managers and their compensation. See instructions
    (a) Name and address (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation
     (If not paid, enter
    -0-)     		(d) Contributions to employee benefit plans and deferred compensation (e) Expense account,
    other allowances
    DOUG GALEN PRESIDENT/CEO
    40.00     		659,861 19,282 0
    889 WINSLOW STREET SUITE 501
    REDWOOD CITY,CA94063
    CHRISTIAN LARSEN SECRETARY/TREASURER
    1.00     		0 0 0
    889 WINSLOW STREET SUITE 501
    REDWOOD CITY,CA94063
    2 Compensation of five highest-paid employees (other than those included on line 1—see instructions). If none, enter “NONE."
    (a) Name and address of each employee paid more than $50,000 (b) Title, and average
    hours per week
    devoted to position     		(c) Compensation (d) Contributions to
    employee benefit
    plans and deferred
    compensation     		(e) Expense account,
    other allowances
    TIM KUNIHIRO MANAGING DIRECTOR, V
    40.00     		230,769 19,402 0
    889 WINSLOW STREET SUITE 501
    REDWOOD CITY,CA94063
    SARAH BURCH SENIOR PORTFOLIO MAN
    40.00     		171,941 12,982 0
    889 WINSLOW STREET SUITE 501
    REDWOOD CITY,CA94063
    PRADEEP SUTHRAM DIRECTOR OF PRODUCT
    40.00     		164,730 14,859 0
    889 WINSLOW STREET SUITE 501
    REDWOOD CITY,CA94063
    JOHN CARROLL CONTROLLER
    40.00     		170,000 691 0
    889 WINSLOW STREET SUITE 501
    REDWOOD CITY,CA94063
    MICHELLE MUNOZ HEAD OF TALENT
    40.00     		151,539 15,953 0
    889 WINSLOW STREET SUITE 501
    REDWOOD CITY,CA94063
    Total number of other employees paid over $50,000...................bullet 9
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 7
    Part VIII
    Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees,
    and Contractors (continued)
    3 Five highest-paid independent contractors for professional services (see instructions). If none, enter "NONE".
    (a) Name and address of each person paid more than $50,000 (b) Type of service (c) Compensation
    DAVIS WRIGHT TREMAINE LLP LEGAL SERVICES 149,810
    505 MONTGOMERY STREET
    SAN FRANCISCO,CA94111
    BPM LLP ACCOUNTING SERVICES 89,336
    600 CALIFORNIA STREET SUITE 600
    SAN FRANCISCO,CA94108
    SUNREACH LLC SOFTWARE IMPLEMENTATION SERVICES 69,999
    PO BOX 1366
    LOS ALTOS,CA94023
    KLEIN JOHNSON GROUP PUBLIC AFFAIRS 60,859
    923 15TH STREET NW 6TH FLOOR
    WASHINGTON,DC20005
    Total number of others receiving over $50,000 for professional services.............bullet0
    Part IX-A
    Summary of Direct Charitable Activities
    List the foundation’s four largest direct charitable activities during the tax year. Include relevant statistical information such as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc. Expenses
    1 RIPPLEWORKS UNLOCKS THE POTENTIAL OF IMPACT-FOCUSED ENTREPRENEURS TO IMPROVE LIVES AND BELIEVES THAT THESE ENTREPRENEURS ARE CRITICAL TO SOLVING THE TOUGHEST CHALLENGES OF OUR TIME. HOWEVER, THEY NEED PRACTICAL SUPPORT, GROUNDED IN EXPERIENCE. THAT IS WHY RIPPLEWORKS PARTNER WITH ENTREPRENEURS TO IDENTIFY A CRITICAL CHALLENGE, PROVIDES AND EXPERT WHO KNOWS HOW TO SOLVE IT, AND MANAGES THE PROJECT WITH UNCOMPROMISING COMMITMENT. 1,955,243
    2 INSIGHTS & MARKETING 644,318
    3  
    4  
    Part IX-B
    Summary of Program-Related Investments (see instructions)
    Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2. Amount
    1 ZOONA TRANSACTIONS INTERNATIONAL LTD. - THE COMPANY SHALL USE THE PROCEEDS FROM THE INVESTMENT TO RELIEVE THE POOR AND UNBANKED BY DESIGNING AND OFFERING ACCESSIBLE, AFFORDABLE MOBILE FINANCIAL SERVICES FOR THE POOR (AS DEFINED BELOW) IN COUNTRIES THAT THE UNITED NATIONS HAS DESIGNATED "LEAST DEVELOPED COUNTRIES," FOR THE CHARITABLE PURPOSES DESCRIBED IN THIS SECTION I AND SUBJECT TO THE RESTRICTIONS CONTAINED IN THIS AGREEMENT. THE CHARITABLE PURPOSES OF THE INVESTMENT ARE TO IMPROVE FINANCIAL LITERACY AND FINANCIAL HEALTH FOR THE POOR AND UNBANKED IN LEAST DEVELOPED COUNTRIES IN WHICH THE COMPANY AND/OR ITS SUBSIDIARIES OPERATE BY ENABLING THE COMPANY TO DEVELOP ITS BUSINESS OF DESIGNING AND OFFERING ACCESSIBLE, AFFORDABLE MOBILE FINANCIAL SERVICES FOR THE POOR IN AN ECONOMICALLY SELF-SUSTAINING MANNER, THUS CATALYZING THE DEVELOPMENT OF A MOBILE FINANCIAL SERVICES INDUSTRY THAT WILL HELP THE POOR ACQUIRE AND MANAGE THE ASSETS NECESSARY TO BRING THEM OUT OF POVERTY. 3,000,000
    2  
    All other program-related investments. See instructions.
    3  
    Total. Add lines 1 through 3.........................bullet3,000,000
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 8
    Part X
    Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations,see instructions.)
    1
    Fair market value of assets not used (or held for use) directly in carrying out charitable, etc.,
    purposes:
    a
    Average monthly fair market value of securities...................
    1a
    44,042,754
    b
    Average of monthly cash balances.......................
    1b
    18,603,224
    c
    Fair market value of all other assets (see instructions)................
    1c
    499,561,107
    d
    Total (add lines 1a, b, and c).........................
    1d
    562,207,085
    e
    Reduction claimed for blockage or other factors reported on lines 1a and
    1c (attach detailed explanation) Click to see attachment.............
    1e
    1,661,984,077
    2
    Acquisition indebtedness applicable to line 1 assets..................
    2
    0
    3
    Subtract line 2 from line 1d.........................
    3
    562,207,085
    4
    Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see
    instructions) .............................
    4
    8,433,106
    5
    Net value of noncharitable-use assets. Subtract line 4 from line 3. Enter here and on Part V, line 4
    5
    553,773,979
    6
    Minimum investment return. Enter 5% of line 5..................
    6
    27,688,699
    Part XI
    Distributable Amount (see instructions) (Section 4942(j)(3) and (j)(5) private operating foundations and certain foreign organizations check here bullet and do not complete this part.)
    1
    Minimum investment return from Part X, line 6....................
    1
    27,688,699
    2a
    Tax on investment income for 2018 from Part VI, line 5......
    2a
    1,622,137
    b
    Income tax for 2018. (This does not include the tax from Part VI.)...
    2b
    41,769
    c
    Add lines 2a and 2b............................
    2c
    1,663,906
    3
    Distributable amount before adjustments. Subtract line 2c from line 1............
    3
    26,024,793
    4
    Recoveries of amounts treated as qualifying distributions................
    4
    0
    5
    Add lines 3 and 4............................
    5
    26,024,793
    6
    Deduction from distributable amount (see instructions).................
    6
    0
    7
    Distributable amount as adjusted. Subtract line 6 from line 5. Enter here and on Part XIII, line 1 ...
    7
    26,024,793
    Part XII
    Qualifying Distributions (see instructions)
    1
    Amounts paid (including administrative expenses) to accomplish charitable, etc., purposes:
    a
    Expenses, contributions, gifts, etc.—total from Part I, column (d), line 26 ..........
    1a
    20,127,120
    b
    Program-related investments—total from Part IX-B..................
    1b
    3,000,000
    2
    Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc.,
    purposes...............................
    2
     
    3
    Amounts set aside for specific charitable projects that satisfy the:
    a
    Suitability test (prior IRS approval required)....................
    3a
     
    b
    Cash distribution test (attach the required schedule) .................
    3b
     
    4
    Qualifying distributions. Add lines 1a through 3b. Enter here and on Part V, line 8, and Part XIII, line 4
    4
    23,127,120
    5
    Foundations that qualify under section 4940(e) for the reduced rate of tax on net investment
    income. Enter 1% of Part I, line 27b. See instructions.................
    5
    0
    6
    Adjusted qualifying distributions. Subtract line 5 from line 4..............
    6
    23,127,120
    Note: The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for
    the section 4940(e) reduction of tax in those years.
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 9
    Part XIII
    Undistributed Income (see instructions)
    (a)
    Corpus     		(b)
    Years prior to 2017     		(c)
    2017     		(d)
    2018
    1 Distributable amount for 2018 from Part XI, line 7 26,024,793
    2 Undistributed income, if any, as of the end of 2018:
    a Enter amount for 2017 only....... 0
    b Total for prior years:2016, 2015, 2014 0
    3 Excess distributions carryover, if any, to 2018:
    a From 2013......  
    b From 2014......  
    c From 2015......  
    d From 2016......  
    e From 2017......  
    fTotal of lines 3a through e........ 0
    4Qualifying distributions for 2018 from Part
    XII, line 4: bullet$ 23,127,120
    a Applied to 2017, but not more than line 2a 0
    b Applied to undistributed income of prior years
    (Election required—see instructions).....     		0
    c Treated as distributions out of corpus (Election
    required—see instructions)........     		0
    d Applied to 2018 distributable amount..... 23,127,120
    e Remaining amount distributed out of corpus 0
    5 Excess distributions carryover applied to 2018. 0 0
    (If an amount appears in column (d), the
    same amount must be shown in column (a).)
    6Enter the net total of each column as
    indicated below:
    a Corpus. Add lines 3f, 4c, and 4e. Subtract line 5 0
    b Prior years’ undistributed income. Subtract
    line 4b from line 2b ..........     		0
    c Enter the amount of prior years’ undistributed
    income for which a notice of deficiency has
    been issued, or on which the section 4942(a)
    tax has been previously assessed......     		0
    d Subtract line 6c from line 6b. Taxable amount
    —see instructions ...........     		0
    e Undistributed income for 2017. Subtract line
    4a from line 2a. Taxable amount—see
    instructions .............     		0
    f Undistributed income for 2018. Subtract
    lines 4d and 5 from line 1. This amount must
    be distributed in 2019 ..........     		2,897,673
    7 Amounts treated as distributions out of
    corpus to satisfy requirements imposed by
    section 170(b)(1)(F) or 4942(g)(3) (Election may
    be required - see instructions) .......     		0
    8 Excess distributions carryover from 2013 not
    applied on line 5 or line 7 (see instructions) ...     		0
    9Excess distributions carryover to 2019.
    Subtract lines 7 and 8 from line 6a ......     		0
    10 Analysis of line 9:
    a Excess from 2014....  
    b Excess from 2015....  
    c Excess from 2016....  
    d Excess from 2017....  
    e Excess from 2018....  
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 10
    Part XIV
    Private Operating Foundations (see instructions and Part VII-A, question 9)
    1a If the foundation has received a ruling or determination letter that it is a private operating
    foundation, and the ruling is effective for 2018, enter the date of the ruling....... bullet
    2014-05-01
    b Check box to indicate whether the organization is a private operating foundation described in section or
    2a Enter the lesser of the adjusted net
    income from Part I or the minimum
    investment return from Part X for each
    year listed ..........     		Tax year Prior 3 years (e) Total
    (a) 2018 (b) 2017 (c) 2016 (d) 2015
             
    b 85% of line 2a .........          
    c Qualifying distributions from Part XII,
    line 4 for each year listed .....     		         
    d Amounts included in line 2c not used directly
    for active conduct of exempt activities ..........     		         
    e Qualifying distributions made directly
    for active conduct of exempt activities.
    Subtract line 2d from line 2c ....     		         
    3 Complete 3a, b, or c for the
    alternative test relied upon:
    a “Assets" alternative test—enter:
    (1) Value of all assets ......          
    (2) Value of assets qualifying
    under section 4942(j)(3)(B)(i)    		          
    b “Endowment" alternative test— enter 2/3
    of minimum investment return shown in
    Part X, line 6 for each year listed...     		         
    c “Support" alternative test—enter:
    (1) Total support other than gross
    investment income (interest,
    dividends, rents, payments
    on securities loans (section
    512(a)(5)), or royalties) ....     		         
    (2) Support from general public
    and 5 or more exempt
    organizations as provided in
    section 4942(j)(3)(B)(iii)....     		         
    (3) Largest amount of support
    from an exempt organization    		          
    (4) Gross investment income          
    Part XV
    Supplementary Information (Complete this part only if the foundation had $5,000 or more in
    assets at any time during the year—see instructions.)
    1Information Regarding Foundation Managers:
    aList any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation
    before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)
    CHRISTIAN LARSEN
    bList any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the
    ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.
    2Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs:
    Check here bullet
    aThe name, address, and telephone number or email address of the person to whom applications should be addressed:
    bThe form in which applications should be submitted and information and materials they should include:
    cAny submission deadlines:
    dAny restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other
    factors:
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 11
    Part XV
    Supplementary Information (continued)
    3 Grants and Contributions Paid During the Year or Approved for Future Payment
    Recipient If recipient is an individual,
    show any relationship to
    any foundation manager
    or substantial contributor
    		 Foundation
    status of
    recipient     		Purpose of grant or
    contribution     		Amount
    Name and address (home or business)
    aPaid during the year
    BAY AREA RIDGE TRAIL COUNCIL
    1007 GENERAL KENNEDY AVE STE 3
    SAN FRANCISCO,CA94129     		N/A 501(C)(3) TO USE FOR GENERAL OPERATIONS 100
    UNIVERSITY OF SAN DIEGO
    5998 ALCALA PARK
    SAN DIEGO,CA92110     		N/A 501(C)(3) TO USE FOR GENERAL OPERATIONS 100
    YOSEMITE CONSERVANCY
    101 MONTGOMERY ST STE 1700
    SAN FRANCISCO,CA94104     		N/A 501(C)(3) TO USE FOR GENERAL OPERATIONS 1,500
    MY NEW RED SHOES
    330 TWIN DOLPHIN DR SUITE 135
    REDWOOD CITY,CA94065     		N/A 501(C)(3) TO USE FOR GENERAL OPERATIONS 40,000
    PENINSULA FAMILY SERVICE
    24 SECOND AVE
    SAN MATEO,CA94401     		N/A 501(C)(3) TO USE FOR GENERAL OPERATIONS 40,000
    UPWARDLY GLOBAL
    582 MARKET ST SUITE 1207
    SAN FRANCISCO,CA94104     		N/A 501(C)(3) TO USE FOR GENERAL OPERATIONS 40,000
    SWIM ACROSS AMERICA INC
    11600 N COMMUNITY HOUSE RD STE 100
    CHARLOTTE,NC28277     		N/A 501(C)(3) TO USE FOR GENERAL OPERATIONS 100
    WORLD VISION
    PO BOX 9716
    FEDERAL WAY,WA98063     		N/A 501(C)(3) TO USE FOR GENERAL OPERATIONS 100
    EAST PALO ALTO ACADEMY FOUNDATION
    PO BOX 50803
    PALO ALTO,CA94303     		N/A 501(C)(3) TO USE FOR GENERAL OPERATIONS 40,000
    SEQUOIA EDUCATION FOUNDATION
    1201 BREWSTER AVE
    REDWOOD CITY,CA94062     		N/A 501(C)(3) TO USE FOR GENERAL OPERATIONS 40,000
    HABITAT FOR HUMANITY GREATER SAN FRANCISCO INC
    500 WASHINGTON ST STE 250
    SAN FRANCISCO,CA94111     		N/A 501(C)(3) TO USE FOR GENERAL OPERATIONS 5,000
    COLLEGE TRACK
    112 LINDEN ST
    OAKLAND,CA94607     		N/A 501(C)(3) TO USE FOR GENERAL OPERATIONS 40,000
    SAN FRANCISCO STATE UNIVERSITY FOUNDATION
    1600 HOLLOWAY AVENUE ADM 154D
    SAN FRANCISCO,CA94132     		N/A 501(C)(3) TO FUND (A) THE RIPPLEWORKS ENDOWED CHAIR FOR INNOVATION AND ENTREPRENEURSHIP; (B) THE LAM-LARSEN ENDOWED CHAIR IN FINANCIAL TECHNOLOGY; AND THE LAM-LARSEN FUND FOR GLOBAL INNOVATION, ALL TO BE BASED IN THE COLLEGE. 8,000,000
    KIVA MICROFUNDS
    875 HOWARD STREET SUITE 340
    SAN FRANCISCO,CA94103     		N/A 501(C)(3) CHARITABLE PURPOSES 5,000,000
    YCORE
    304 17TH AVE
    SAN FRANCISCO,CA94121     		N/A 501(C)(3) TO USE FOR GENERAL OPERATIONS 2,500
    VIDA VERDE
    3540 LA HONDA RD
    SAN GREGORIO,CA94074     		N/A 501(C)(3) TO USE FOR ITS WORK TO PROMOTE EDUCATIONAL EQUITY THROUGH OVERNIGHT ENVIRONMENTAL LEARNING EXPERIENCES FOR STUDENTS. 50,000
    YCORE
    304 17TH AVE
    SAN FRANCISCO,CA94121     		N/A 501(C)(3) TO USE TO SUPPORT THE IMPACT OF YCORE IN REDWOOD CITY AND THE BROADER BAY AREA. 50,000
    RONALD MCDONALD HOUSE BAY AREA
    520 SAND HILL RD
    PALO ALTO,CA94304     		N/A 501(C)(3) TO USE FOR ITS WORK TO CREATE, FIND AND SUPPORT PROGRAMS THAT DIRECTLY IMPROVE THE HEALTH AND WELL-BEING OF CHILDREN AND THEIR FAMILIES. 50,000
    SANERGY INC
    28 PARK ST APT 3
    BROOKLINE,MA02446     		N/A 501(C)(3) CHARITABLE PURPOSES 1,000,000
    ABLEWORKS
    1836 BAY RD SUITE B
    EAST PALO ALTO,CA94303     		N/A 501(C)(3) TO USE FOR ITS PROGRAMMING AND GENERAL OPERATIONS TO ADVANCE ECONOMIC JUSTICE. 50,000
    ANDEAN HEALTH & DEVELOPMENT
    1100 DELAPLAINE CT
    MADISON,WI53715     		N/A 501(C)(3) TO USE FOR GENERAL OPERATIONS 100
    826 VALENCIA
    8216 VALENCIA ST
    SAN FRANCISCO,CA94110     		N/A 501(C)(3) TO USE FOR ITS EDUCATIONAL PROGRAMS/OPERATIONS 50,000
    EDUCATE
    PO BOX 12302
    DENVER,CO80212     		N/A 501(C)(3) CHARITABLE PURPOSES 2,000,000
    Total .................................bullet 3a 16,499,500
    bApproved for future payment
    Total .................................bullet 3b 0
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 12
    Part XVI-A
    Analysis of Income-Producing Activities
    Enter gross amounts unless otherwise indicated. Unrelated business income Excluded by section 512, 513, or 514 (e)
    Related or exempt
    function income
    (See instructions.)
    1Program service revenue: (a)
    Business code     		(b)
    Amount     		(c)
    Exclusion code     		(d)
    Amount
    aINTEREST ON PROGRAM-RELATED INVESTMENTS     14   199,727
    b
    c
    d
    e
    f
    gFees and contracts from government agencies          
    2 Membership dues and assessments....          
    3 Interest on savings and temporary cash
    investments ...........     		    14 815,951  
    4 Dividends and interest from securities....     14 717,148  
    5 Net rental income or (loss) from real estate:
    aDebt-financed property......          
    bNot debt-financed property.....          
    6 Net rental income or (loss) from personal property          
    7 Other investment income.....          
    8 Gain or (loss) from sales of assets other than
    inventory ............     		    18 89,000,769  
    9 Net income or (loss) from special events:          
    10 Gross profit or (loss) from sales of inventory          
    11 Other revenue: a
    b
    c
    d
    e
    12 Subtotal. Add columns (b), (d), and (e).. 0 90,533,868 199,727
    13Total. Add line 12, columns (b), (d), and (e)..................
    13
    90,733,595
    (See worksheet in line 13 instructions to verify calculations.)
    Part XVI-B
    Relationship of Activities to the Accomplishment of Exempt Purposes
    Line No.
    DownArrow     		Explain below how each activity for which income is reported in column (e) of Part XVI-A contributed importantly to
    the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See
    instructions.)
    1 INTEREST ON PROGRAM-RELATED INVESTMENTS
    Form 990-PF (2018)
    Form 990-PF (2018)
    Page 13
    Part XVII
    Information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations
    1
    Did the organization directly or indirectly engage in any of the following with any other organization described in section 501(c) (other than section 501(c)(3) organizations) or in section 527, relating to political organizations?
    Yes
    No
    a
    Transfers from the reporting foundation to a noncharitable exempt organization of:
    (1) Cash...................................
    1a(1)
     
    No
    (2) Other assets.................................
    1a(2)
     
    No
    b
    Other transactions:
    (1) Sales of assets to a noncharitable exempt organization....................
    1b(1)
     
    No
    (2) Purchases of assets from a noncharitable exempt organization..................
    1b(2)
     
    No
    (3) Rental of facilities, equipment, or other assets.......................
    1b(3)
     
    No
    (4) Reimbursement arrangements...........................
    1b(4)
     
    No
    (5) Loans or loan guarantees.............................
    1b(5)
     
    No
    (6) Performance of services or membership or fundraising solicitations................
    1b(6)
     
    No
    c
    Sharing of facilities, equipment, mailing lists, other assets, or paid employees..............
    1c
     
    No
    d
    If the answer to any of the above is "Yes," complete the following schedule. Column (b) should always show the fair market value
    of the goods, other assets, or services given by the reporting foundation. If the foundation received less than fair market value
    in any transaction or sharing arrangement, show in column (d) the value of the goods, other assets, or services received.

    (a) Line No. (b) Amount involved (c) Name of noncharitable exempt organization (d) Description of transfers, transactions, and sharing arrangements
    2a
    Is the foundation directly or indirectly affiliated with, or related to, one or more tax-exempt organizations
    described in section 501(c) (other than section 501(c)(3)) or in section 527? ...........
    b
    If "Yes," complete the following schedule.

    (a) Name of organization (b) Type of organization (c) Description of relationship
    Sign Here
    Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than taxpayer) is based on all information of which preparer has any knowledge.
    Bullet Bullet
    May the IRS discuss this return
    with the preparer shown below
    (see instr.)?
    Signature of officer or trustee Date Title
    Paid Preparer Use Only Print/Type preparer's name Preparer's Signature Date PTIN
    Firm's name SmallBullet
    		 Firm's EIN SmallBullet
    Firm's address SmallBullet


    		 Phone no.
    Form 990-PF (2018)
    Additional Data


    Software ID:  
    Software Version:  


    Form 990PF - Special Condition Description:
    Special Condition Description
    Schedule B
    (Form 990, 990-EZ,
    or 990-PF)
    Department of the Treasury
    Internal Revenue Service
    Schedule of Contributors

    Arrow Bullet Attach to Form 990, 990-EZ, or 990-PF.
    Arrow Bullet Go to www.irs.gov/Form990 for the latest information.
    OMB No. 1545-0047
    2018
    Name of the organization
    RIPPLEWORKS INC
     
    Employer identification number

    46-5604812
    Organization type (check one):
    Filers of:
    Section:
    Form 990 or 990-EZ






    Form 990-PF




    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
    Special Rules
    ......... Arrow Bullet $  
    Caution. An organization that isn't covered by the General Rule and/or the Special Rules doesn't 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 doesn't 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) (2018)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2018) Page 2
    Name of organization
    RIPPLEWORKS INC
          		Employer identification number
    46-5604812
    Part I
    Contributors (See instructions). Use duplicate copies of Part I if additional space is needed.
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
    1
    MPHARMA DATA INC
     
    PARK ST
     
    ACCRA,     GH

    		$ 5,000


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
    2
    GUIA BOLSO
     
    R BUTANTA 194 - PINHEIROS
     
    SAO PAULO,   05424-000BR

    		$ 50,000


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
    3
    NEXLEAF ANALYTICS
     
    2356 PELHAM AVE
     
    LOS ANGELES, CA90064

    		$ 10,000


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
    4
    THORN
     
    6806 LEXINGTON AVE
     
    LOS ANGELES, CA90038

    		$ 20,000


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
    5
    KINEDU INC
     
    VASCONCELOS 402 COLONIA DEL V SAN P
     
      ,   NL CP 66220MX

    		$ 8,000


    (Complete Part II for noncash contributions.)
    (a)
    No.    		 (b)
    Name, address, and ZIP + 4    		 (c)
    Total contributions    		 (d)
    Type of contribution
     
     
     
     

    		$  


    (Complete Part II for noncash contributions.)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2018)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2018)
    Page 3
    Name of organization
    RIPPLEWORKS INC
          		Employer identification number

    46-5604812
    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) (2018)
    Schedule B (Form 990, 990-EZ, or 990-PF) (2018)
    Page 4
    Name of organization
    RIPPLEWORKS INC
          		Employer identification number

    46-5604812
    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 $1,000 or less for the year. (Enter this information once. See instructions.) Arrow Bullet$  
    Use duplicate copies of Part III if additional space is needed.
    (a)
    No. from Part I    		 (b) Purpose of gift (c) Use 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 (c) Use 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 (c) Use 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 (c) Use 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) (2018)

    Additional Data


    Software ID:  
    Software Version:  

    TY 2018 AccountingFeesSchedule
    Name:
    RIPPLEWORKS INC
    EIN:
    46-5604812
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    ACCOUNTING 84,134 42,067 0 42,067

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

    TY 2018 ExpenditureResponsibilityStmt
    Name:
    RIPPLEWORKS INC
    EIN:
    46-5604812
    Grantee's Name Grantee's Address Grant Date Grant Amount Grant Purpose Amount Expended By Grantee Any Diversion By Grantee? Dates of Reports By Grantee Date of Verification Results of Verification
    ZOONA TRANSACTIONS INTERNATIONAL LTD
          		IFS COURT BANK STREET TWENTYEIGHT
    CYBERCITY
    EBNE,REPUBLIC OF MAUR72201
    MP     		2018-08-31 3,000,000 DIRECT LOAN PRI - THE COMPANY SHALL USE THE PROCEEDS FROM THE INVESTMENT TO RELIEVE THE POOR AND UNBANKED BY DESIGNING AND OFFERING ACCESSIBLE, AFFORDABLE MOBILE FINANCIAL SERVICES FOR THE POOR (AS DEFINED BELOW) IN COUNTRIES THAT THE UNITED NATIONS HAS DESIGNATED "LEAST DEVELOPED COUNTRIES," FOR THE CHARITABLE PURPOSES DESCRIBED IN THIS SECTION I AND SUBJECT TO THE RESTRICTIONS CONTAINED IN THIS AGREEMENT. THE CHARITABLE PURPOSES OF THE INVESTMENT ARE TO IMPROVE FINANCIAL LITERACY AND FINANCIAL HEALTH FOR THE POOR AND UNBANKED IN LEAST DEVELOPED COUNTRIES IN WHICH THE COMPANY AND/OR ITS SUBSIDIARIES OPERATE BY ENABLING THE COMPANY TO DEVELOP ITS BUSINESS OF DESIGNING AND OFFERING ACCESSIBLE, AFFORDABLE MOBILE FINANCIAL SERVICES FOR THE POOR IN AN ECONOMICALLY SELF-SUSTAINING MANNER, THUS CATALYZING THE DEVELOPMENT OF A MOBILE FINANCIAL SERVICES INDUSTRY THAT WILL HELP THE POOR ACQUIRE AND MANAGE THE ASSETS NECESSARY TO BRING THEM OUT OF POVERTY. 3,000,000 NONE 12/6/18, 5/7/19, 8/2/19 AND 8/5/19 2018-12-06  

    TY 2018 InvestmentsGovtObligationsSch
    Name:
    RIPPLEWORKS INC
    EIN:
    46-5604812
    US Government Securities - End of Year Book Value:

    17,158,531
    US Government Securities - End of Year Fair Market Value:

    17,158,531
    State & Local Government Securities - End of Year Book Value:


    0
    State & Local Government Securities - End of Year Fair Market Value:


    0


    TY 2018 InvestmentsOtherSchedule2
    Name:
    RIPPLEWORKS INC
    EIN:
    46-5604812
    Category/ Item Listed at Cost or FMV Book Value End of Year Fair Market Value
    XRP HOLDINGS FMV 198,349,450 198,349,450
    ARRINGTON CAPITAL FUND, LP FMV 56,885,816 56,885,816
    BLOCKCHAIN CAPITAL IV, LP FMV 12,175,320 12,175,320
    MORGAN STANLEY INVESTMENTS FMV 39,771,115 39,771,115
    INTEREST RECEIVABLE FMV 51,246 51,246

    TY 2018 LegalFeesSchedule
    Name:
    RIPPLEWORKS INC
    EIN:
    46-5604812
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    LEGAL 152,351 0 0 140,939


    TY 2018 OtherAssetsSchedule
    Name:
    RIPPLEWORKS INC
    EIN:
    46-5604812
    Description Beginning of Year - Book Value End of Year - Book Value End of Year - Fair Market Value
    DEPOSITS 75,120 75,000 75,000
    CONTRIBUTION HELD IN ESCROW 15,786,241 10,553,674 10,553,674
    NOTE RECEIVABLE - ZOONA   3,000,000 3,000,000


    TY 2018 OtherDecreasesSchedule
    Name:
    RIPPLEWORKS INC
    EIN:
    46-5604812
    Description Amount
    UNREALIZED GAIN/(LOSS) 938,126,004


    TY 2018 OtherExpensesSchedule
    Name:
    RIPPLEWORKS INC
    EIN:
    46-5604812
    Description Revenue and Expenses per Books Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    MARKETING EXPENSES 79,062 0 0 79,080
    INSURANCE 21,533 0 0 23,622
    BANK FEES 51,138 47,733 0 0
    DUES AND SUBSCRIPTIONS 28,132 0 0 31,204
    RESEARCH 1,622 0 0 25,222
    OTHER ADMIN 76 0 0 0
    PENALTIES 453 0 0 0
    OFFICE EXPENSES 70,949 0 0 139,559
    POSTAGE 879 0 0 629
    WORKERS' COMP 29,948 0 0 21,941
    MEALS AND ENTERTAINMENT 44,017 0 0 52,759
    OTHER EXPENSES 937 0 0 1,736
    GIFTS 391 0 0 391
    PROFESSIONAL DEVELOPMENT 2,528 0 0 2,528
    HOSTED EVENTS 9,439 0 0 3,077
    FROM K-1 ARRINGTON XRP CAPITAL FUND, LP 0 1,517,503 0 0
    FROM K-1 BLOCKCHAIN CAPITAL IV LP 0 681,260 0 0
    FORGIVING INTEREST 0 199,727 0 0


    TY 2018 OtherIncomeSchedule2
    Name:
    RIPPLEWORKS INC
    EIN:
    46-5604812
    Description Revenue And Expenses Per Books Net Investment Income Adjusted Net Income
    ARRINGTON XRP CAPITAL FUND, LP   -38,365  
    INTEREST ON PROGRAM-RELATED INVESTMENTS 199,727 199,727 0


    TY 2018 OtherIncreasesSchedule
    Name:
    RIPPLEWORKS INC
    EIN:
    46-5604812
    Description Amount
    UNREALIZED GAIN ON DONATED XRP 5,904,338
    UNREALIZED GAIN ON XRP TRANSFER 300,668
    DEFERRED TAXES 18,740,000


    TY 2018 OtherLiabilitiesSchedule
    Name:
    RIPPLEWORKS INC
    EIN:
    46-5604812
    Description Beginning of Year - Book Value End of Year - Book Value
    INCOME TAXES PAYABLE 36,069 19,731
    DEFERRED TAX LIABILITY 22,706,989 3,966,989
    ACCRUED PAYROLL LIABILITIES 93,081 146,785
    DEFERRED RENT 5,581 12,283
    OTHER ACCRUED EXPENSES 30,243 27,227


    TY 2018 OtherProfessionalFeesSchedule
    Name:
    RIPPLEWORKS INC
    EIN:
    46-5604812
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    OTHER 187,591 38,230 0 142,708
    PAYROLL FEES 35,227 0 0 31,861


    TY 2018 ReductionExplanationStatement
    Name:
    RIPPLEWORKS INC
    EIN:
    46-5604812
    Explanation:
    THE FAIR VALUE OF XRP HOLDINGS IS ESTIMATED ANNUALLY AS OF MAY 1ST BASED ON AN INDEPENDENT VALUATION. THE VALUATION IS BASED ON THE MARKET PRICES ON THIRD PARTY EXCHANGES, ADJUSTED FOR A DISCOUNT OF 78.977% FOR REDUCTION IN VALUE FOR PRICE PRESSURE DUE TO SHARE VOLUME AND HOLDING PERIOD PRICE RISK. THE PRICE PRESSURE AND HOLDING DISCOUNT TAKES INTO ACCOUNT RESTRICTIONS ON THE FOUNDATION TO LIMIT DAILY SALES OF XRP TO A PERCENTAGE OF THE PREVIOUS 24 HOURS TOTAL TRADING VOLUME ON DESIGNATED EXCHANGES.

    TY 2018 TaxesSchedule
    Name:
    RIPPLEWORKS INC
    EIN:
    46-5604812
    Category Amount Net Investment Income Adjusted Net Income Disbursements for Charitable Purposes
    PAYROLL TAXES 150,707 0 0 136,803
    FEDERAL EXCISE TAX 1,837,661 0 0 0
    OTHER 260 0 0 155