TY 2021 Form 990PF

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)
	1	Contributions, gifts, grants, etc., received (attach schedule)	707,319
2	Check .............
3	Interest on savings and temporary cash investments	190	190	190
4	Dividends and interest from securities...	5,402	5,402	5,402
5a	Gross rents............
b	Net rental income or (loss)
6a	Net gain or (loss) from sale of assets not on line 10		1,429,822
b	Gross sales price for all assets on line 6a 2,698,540
7	Capital gain net income (from Part IV, line 2)...		1,429,822
8	Net short-term capital gain.........			0
9	Income modifications...........
10a	Gross sales less returns and allowances	896,164
b	Less: Cost of goods sold....	532,482
c	Gross profit or (loss) (attach schedule).....		363,682		363,682
11	Other income (attach schedule).......		518,684	0	518,684
12	Total. Add lines 1 through 11........	3,025,099	1,435,414	887,958
	13	Compensation of officers, directors, trustees, etc.	101,919	0	101,919	0
14	Other employee salaries and wages......	1,296,526	0	780,447	516,079
15	Pension plans, employee benefits.......	31,540	0	0	31,540
16a	Legal fees (attach schedule).........		16,331	0	0	16,331
b	Accounting fees (attach schedule).......		108,686	6,000	6,000	102,686
c	Other professional fees (attach schedule)....		37,820	0	0	37,820
17	Interest...............
18	Taxes (attach schedule) (see instructions)...		6,309	0	0	6,309
19	Depreciation (attach schedule) and depletion...		234,942	0	0
20	Occupancy..............	166,141	0	0	166,141
21	Travel, conferences, and meetings.......	576	0	0	576
22	Printing and publications..........
23	Other expenses (attach schedule).......		574,385	75,120	0	492,157
24	Total operating and administrative expenses.
	Add lines 13 through 23..........	2,575,175	81,120	888,366	1,369,639
25	Contributions, gifts, grants paid.......	0			0
26	Total expenses and disbursements. Add lines 24 and 25	2,575,175	81,120	888,366	1,369,639
	27	Subtract line 26 from line 12:
a	Excess of revenue over expenses and disbursements	449,924
b	Net investment income (if negative, enter -0-)		1,354,294
c	Adjusted net income (if negative, enter -0-)...			0

Part II		Balance Sheets	Beginning of year	End of year
Part II		Balance Sheets	(a) Book Value	(b) Book Value	(c) Fair Market Value
	1	Cash—non-interest-bearing.............	621,354	753,591	753,591
	2	Savings and temporary cash investments.........
	3	Accounts receivable 49,065
		Less: allowance for doubtful accounts	65,430	49,065	49,065
	4	Pledges receivable
		Less: allowance for doubtful accounts
	5	Grants receivable.................
	6	Receivables due from officers, directors, trustees, and other
		disqualified persons (attach schedule) (see instructions).....
	7	Other notes and loans receivable (attach schedule)
		Less: allowance for doubtful accounts
	8	Inventories for sale or use..............	274,079	241,460	241,460
	9	Prepaid expenses and deferred charges..........
	10a	Investments—U.S. and state government obligations (attach schedule)
	b	Investments—corporate stock (attach schedule).......
	c	Investments—corporate bonds (attach schedule).......
	11	Investments—land, buildings, and equipment: basis
		Less: accumulated depreciation (attach schedule)
	12	Investments—mortgage loans.............
	13	Investments—other (attach schedule)..........	1,038,259	0	0
	14	Land, buildings, and equipment: basis 2,238,987
		Less: accumulated depreciation (attach schedule) 1,451,388	888,538	787,599	787,599
	15	Other assets (describe )	32,181,219	33,739,553	33,739,553
	16	Total assets (to be completed by all filers—see the
		instructions. Also, see page 1, item I)	35,068,879	35,571,268	35,571,268
	17	Accounts payable and accrued expenses..........	432,184	439,293
	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 )
	23	Total liabilities (add lines 17 through 22).........	432,184	439,293
		Foundations that follow FASB ASC 958, check here
		and complete lines 24, 25, 29 and 30.
	24	Net assets without donor restrictions...........
	25	Net assets with donor restrictions............
		Foundations that do not follow FASB ASC 958, check here
		and complete lines 26 through 30.
	26	Capital stock, trust principal, or current funds........	34,636,695	35,131,975
	27	Paid-in or capital surplus, or land, bldg., and equipment fund	0	0
	28	Retained earnings, accumulated income, endowment, or other funds	0	0
	29	Total net assets or fund balances (see instructions).....	34,636,695	35,131,975
	30	Total liabilities and net assets/fund balances (see instructions).	35,068,879	35,571,268

Part III

Analysis of Changes in Net Assets or Fund Balances

Total net assets or fund balances at beginning of year—Part II, column (a), line 29 (must agree with end-of-year figure reported on prior year’s return) ...............

34,636,695

Enter amount from Part I, line 27a .....................

449,924

Other increases not included in line 2 (itemize) bullet

45,356

Add lines 1, 2, and 3 ..........................

35,131,975

Decreases not included in line 2 (itemize) bullet

Total net assets or fund balances at end of year (line 4 minus line 5)—Part II, column (b), line 29 .

35,131,975

(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	PUBLICLY TRADED SECURITIES
b
c
d
e

(e) Gross sales price		(g) Cost or other basis plus expense of sale	(h) Gain or (loss) (e) plus (f) minus (g)
a	2,698,540	1,268,718	1,429,822
b
c
d
e

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			1,429,822
b
c
d
e

2	Capital gain net income or (net capital loss)	If gain, also enter in Part I, line 7 If (loss), enter -0- in Part I, line 7	2	1,429,822
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 ...................		3	0

1a	Exempt operating foundations described in section 4940(d)(2), check here and enter “N/A" on line 1.
	Date of ruling or determination letter: (attach copy of letter if necessary–see instructions)
b	All other domestic foundations enter 1.39% (0.0139) of line 27b. Exempt foreign organizations enter 4% (0.04) 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	18,825
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	18,825
6	Credits/Payments:

a	2021 estimated tax payments and 2020 overpayment credited to 2021	6a	0
b	Exempt foreign organizations—tax withheld at source......	6b	0
c	Tax paid with application for extension of time to file (Form 8868)...	6c	25,000
d	Backup withholding erroneously withheld ...........	6d	0

7	Total credits and payments. Add lines 6a through 6d..............		7	25,000
8	Enter any penalty for underpayment of estimated tax. Check here if Form 2220 is attached.		8	115
9	Tax due. If the total of lines 5 and 8 is more than line 7, enter amount owed.......		9
10	Overpayment. If line 7 is more than the total of lines 5 and 8, enter the amount overpaid...		10	6,060
11	Enter the amount of line 10 to be: Credited to 2022 estimated tax6,060	Refunded	11	0

(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
PAUL BRAINERD	PRESIDENT / DIRECTOR 5.00	0	0	0
11100 NE 8TH STREET STE 400 BELLEVUE,WA98004
DEBORAH BRAINERD	VICE PRESIDENT / DIRECTOR 2.50	0	0	0
11100 NE 8TH STREET STE 400 BELLEVUE,WA98004
LAURIE MILLER	DIRECTOR (CEASED 3/31/2022) 5.00	0	2,189	0
34 OBAN STREET 9372 NZ
KEIRAN FROST	MANAGING DIRECTOR (CEASED 10/13/2021) 40.00	70,579	2,925	0
34 OBAN STREET 9372 NZ
KATHERINE SCHUITEMAKER	SECRETARY 1.00	31,340	0	0
34 OBAN STREET 9372 NZ
KRISTA SEYMOUR	TREASURER 1.00	0	0	0
11100 NE 8TH STREET STE 400 BELLEVUE,WA98004
ANDREW SPENCER	DIRECTOR (APPOINTED 10/13/2021) 5.00	0	0	0
34 OBAN STREET 9372 NZ


(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
NZ EMPLOYEE 1 SEE FOOTNOTE	ACCOMODATION MANAGER 40.00	73,517	365	0
62 OBAN STREET GLENORCHY 9372 NZ	ACCOMODATION MANAGER 40.00	73,517	365	0
NZ EMPLOYEE 2 SEE FOOTNOTE	HEAD CHEF 40.00	73,005	0	0
62 OBAN STREET GLENORCHY 9372 NZ	HEAD CHEF 40.00	73,005	0	0
NZ EMPLOYEE 3 SEE FOOTNOTE	COMMERCIAL MANAGER 40.00	52,231	2,129	0
62 OBAN STREET GLENORCHY 9372 NZ	COMMERCIAL MANAGER 40.00	52,231	2,129	0




Total number of other employees paid over $50,000...................				0

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	SUSTAINABLE COMMUNITY DEVELOPMENT IN GLENORCHY, NEW ZEALAND. PROJECT INCLUDES COMMUNITY STORE, PUBLIC CAMP GROUND, RESTORATION OF NATIVE LANDSCAPE, EDUCATING PUBLIC ON SUSTAINABLE PRACTICES.	2,252,005
2


3


4

Describe the two largest program-related investments made by the foundation during the tax year on lines 1 and 2.	Amount
1	LOAN TO THE HEADWATERS LIMITED (FUNCTIONALLY RELATED BUSINESS)	1,554,114
2


All other program-related investments. See instructions.
3

	(a) Corpus	(b) Years prior to 2020	(c) 2020	(d) 2021
1 Distributable amount for 2021 from Part X, line 7
2 Undistributed income, if any, as of the end of 2021:
a Enter amount for 2020 only.......
b Total for prior years:20, 20, 20
3 Excess distributions carryover, if any, to 2021:
a From 2016......
b From 2017......
c From 2018......
d From 2019......
e From 2020......
f Total of lines 3a through e ........
4Qualifying distributions for 2021 from Part
XI, line 4: $ 0
a Applied to 2020, 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 2021 distributable amount.....				0
e Remaining amount distributed out of corpus	0
5 Excess distributions carryover applied to 2021.	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 2019. Subtract line 4a from line 2a. Taxable amount—see instructions .............			0
f Undistributed income for 2021. Subtract lines 4d and 5 from line 1. This amount must be distributed in 2022 ..........				0
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 2016 not applied on line 5 or line 7 (see instructions) ...	0
9 Excess distributions carryover to 2022. Subtract lines 7 and 8 from line 6a ......	0
10 Analysis of line 9:
a Excess from 2017....
b Excess from 2018....
c Excess from 2019....
d Excess from 2020....
e Excess from 2021....

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) 2021	(b) 2020	(c) 2019	(d) 2018	(e) Total
	0	11,158	0	0	11,158
b 85% (0.85) of line 2a .........	0	9,484	0	0	9,484
c Qualifying distributions from Part XI, line 4 for each year listed .....	3,022,110	1,574,491	1,985,424	2,093,700	8,675,725
d Amounts included in line 2c not used directly for active conduct of exempt activities ..........	0	0	0	0	0
e Qualifying distributions made directly for active conduct of exempt activities. Subtract line 2d from line 2c ....	3,022,110	1,574,491	1,985,424	2,093,700	8,675,725
3 Complete 3a, b, or c for the alternative test relied upon:
a “Assets" alternative test—enter:
(1) Value of all assets ......					0
(2) Value of assets qualifying under section 4942(j)(3)(B)(i)					0
b “Endowment" alternative test— enter 2/3 of minimum investment return shown in Part IX, line 6 for each year listed ..	46,645	72,026	20,923	22,936	162,530
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) ....					0
(2) Support from general public and 5 or more exempt organizations as provided in section 4942(j)(3)(B)(iii)....					0
(3) Largest amount of support from an exempt organization					0
(4) Gross investment income					0

PAUL BRAINERD

DEBORAH BRAINERD

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:

Line No.	Explain below how each activity for which income is reported in column (e) of Part XV-A contributed importantly to the accomplishment of the foundation’s exempt purposes (other than by providing funds for such purposes). (See instructions.)
1A	RENTAL INCOME FROM CAMP GROUND, CABINS AND OTHER ACCOMODATIONS
10	ITEMS SOLD IN GENERAL STORE RELATED DIRECTLY TO FOUNDATION'S PURPOSE OF PROMOTING ECONOMIC GROWTH AND SOCIAL WELFARE
12	OPERATING A SUSTAINABLE COMMUNITY DEVELOPMENT IS THE PRIMARY MEANS BY WHICH THE ORGANIZATION ACCOMPLISHES ITS CHARITABLE AND EDUCATIONAL PURPOSES

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
NONE

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)		Foundation status of recipient	Purpose of grant or contribution	Amount
aPaid during the year

Total ................................. 3a				0

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	(e) Related or exempt function income (See instructions.)
a
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	190
4 Dividends and interest from securities ....
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	1,429,822
9 Net income or (loss) from special events:
10 Gross profit or (loss) from sales of inventory					363,682
11 Other revenue: a
b
c
d
e
12 Subtotal. Add columns (b), (d), and (e) ..		0		1,435,414	882,366

(a) Line No.	(b) Amount involved	(c) Name of noncharitable exempt organization	(d) Description of transfers, transactions, and sharing arrangements

Paid Preparer Use Only	Print/Type preparer's name	Preparer's Signature	Date	Check if self- employed	PTIN
	Firm's name				Firm's EIN
	Firm's address				Phone no.

bApproved for future payment

Total ................................. 3b				0

Name of organization GLENORCHY MARKETPLACE FOUNDATION

Part I Contributors	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	PAUL AND DEBORAH BRAINERD 11100 NE 8TH STREET STE 400 BELLEVUE, WA98004	$ 707,319	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) (2021)

Name of organization GLENORCHY MARKETPLACE FOUNDATION		Employer identification number 98-1227742

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) (2021)


Name of organization GLENORCHY MARKETPLACE FOUNDATION			Employer identification number 98-1227742
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.

Identifier	Return Reference	Explanation
DEPRECIATION	990-PF, PART I, LINE 19	DEPRECIATION SCHEDULE IS AVAILABLE UPON REQUEST
COMPENSATION OF OFFICERS, DIRECTORS, TRUSTEES, ETC.	990-PF, PART I, LINE 13	K. SCHUITEMAKER (DIRECTOR) RECEIVED THE FOLLOWING ADDITIONAL COMPENSATION NOT INCLUDED ON 990-PF, PART I, LINE 13:CONSULTING: $10,682 USDA. SPENCER (DIRECTOR) RECEIVED THE FOLLOWING ADDITIONAL COMPENSATION NOT INCLUDED ON 990-PF, PART 1, LINE 13:SECRETARIAL AND ACCOUNTING SERVICES: $13,187 USD
COMPENSATION OF FIVE HIGHEST-PAID EMPLOYEES	990-PF, PART VII, LINE 2	DUE TO NEW ZEALAND PRIVACY LAWS, EMPLOYEE INFORMATION CANNOT BE MADE PUBLICLY AVAILABLE WITHOUT EMPLOYEE CONSENT.

Description	Beginning of Year - Book Value	End of Year - Book Value	End of Year - Fair Market Value
INTANGIBLE ASSETS	183,087	196,206	196,206
LESS: ACCUMULATED AMORTIZATION	-149,920	-163,829	-163,829
PREPAYMENTS	6,224	11,234	11,234
NOTE FROM THE HEADWATERS LIMITED - FUNCTIONALLY RELATED BUSINESS	22,140,950	9,809,624	9,809,624
THE HEADWATERS LIMITED STOCK - FUNCTIONALLY RELATED BUSINESS	10,000,878	23,886,318	23,886,318

Description	Revenue and Expenses per Books	Net Investment Income	Disbursements for Charitable Purposes
BANK FEES	705	0	705
COMPUTER & TECHNOLOGY	77,788	0	77,788
EMPLOYEE WELFARE	19,517	0	19,517
PROPERTY / OCCUPANCY	108,354	0	108,354
MARKETING COSTS	149,424	0	149,424
OTHER OPERATING EXPENSES	135,447	0	135,447
OFFICE EXPENSES	368	0	368
988 ADJUSTMENT	75,120	75,120	0
ACCRUED TO CASH ADJUSTMENT PRIOR YEAR REVERSAL	0	0	432,185
ACCRUED TO CASH ADJUSTMENT CURRENT YEAR	0	0	-439,293
AMORTIZATION	7,662	0	7,662

Description	Revenue And Expenses Per Books	Net Investment Income	Adjusted Net Income
ACCOMODATIONS INCOME	375,493		375,493
NZ COVID 19 GOVERNMENT WAGES SUBSIDY	143,191		143,191

Category	Amount	Disbursements for Charitable Purposes
FEDERAL TAX	6,000	6,000
STATE EXCISE TAX	199	199
STATE TRUST REGISTRATION	110	110

Name	US / Foreign Address	EIN	Description	Amount
THE HEADWATERS LIMITED (FKA POUNAMU HOLDINGS 2014 LTD)	MACTODD LEVEL 3 11-17 CHURCH STREET QUEENSTOWN 9300 NZ	000000000	DEMAND LOAN FROM US FOUNDATION	1,554,114
THE HEADWATERS LIMITED (FKA POUNAMU HOLDINGS 2014 LTD)	MACTODD LEVEL 3 11-17 CHURCH STREET QUEENSTOWN 9300 NZ	000000000	RENT FROM THE US FOUNDATION'S NEW ZEALAND DISREGARDED ENTITY, THE GLENORCHY MARKETPLACE	180,815
Total				1,734,929

Software ID:
Software Version: