2019-11-14T17:22:38-06:00 2018-12-31 420714325 RSM US LLP 4 TIMES SQUARE NEW YORK NY 10036 990 2018-01-01 472578950 UMA EDUCATION INC UMAE 8138982588 3101 WDRMARTIN LUTHER KING JR BLVD TAMPA FL 33607 THOMAS RAMETTA PRESIDENT & CFO 8138982588 2019-11-14 1 LYNNE JOHNSON P00757336 2123721000 66.98.98.134 2019-11-14 16:58:27 ES P DA39A3EE5E6B4B0D3255BFEF95601890AFD80709 5986EA02A50E5C1C2A76B2DCE64E771EF2BE8307 2018 2020-04-17 16:48:07Z SEE SCHEDULE O THOMAS RAMETTA 3101 WDRMARTIN LUTHER KING JR BLVD TAMPA FL 33607 326767245 0 X WWW.ULTIMATEMEDICAL.EDU X 2014 DE SEE SCHEDULE O 8 6 3582 0 125000 213222 0 0 311430467 326579612 57261 62633 125000 125000 311612728 326767245 13079267 12230365 0 0 130342560 138650482 0 0 0 140087223 151270067 283509050 302150914 28103678 24616331 437194177 439692819 373713656 351595967 63480521 88096852 X SEE SCHEDULE OUMA EDUCATION, INC. OPERATES ULTIMATE MEDICAL ACADEMY, AN EDUCATIONAL INSTITUTION COMMITTED TO EQUIPPING AND EMPOWERING STUDENTS FOR HEALTHCARE CAREERS. HEADQUARTERED IN TAMPA AND HAVING A NATIONAL PRESENCE, THE ORGANIZATION STRIVES TO PROVIDE A LEARNING EXPERIENCE THAT MAXIMIZES VALUE FOR OUR STUDENTS IN A PROFESSIONAL AND SUPPORTIVE ENVIRONMENT. 0 0 279085681 12230365 326579612 SCHEDULE O THE ORGANIZATION PROVIDES PROGRAMS THAT PREPARE STUDENTS FOR ROLES IN THE HEALTHCARE INDUSTRY. THE ORGANIZATION'S STUDENT POPULATION FOR SUCH PROGRAMS WAS APPROXIMATELY 15,280 AS OF DECEMBER 31, 2018, WITH APPROXIMATELY 430 ACTIVE FACULTY STAFF MEMBERS.SPECIFICALLY, THE ORGANIZATION OFFERS THE FOLLOWING PROGRAMS:-ASSOCIATE DEGREE PROGRAMS HEALTH AND HUMAN SERVICES HEALTH INFORMATION TECHNOLOGY HEALTH SCIENCE HEALTHCARE MANAGEMENT MEDICAL BILLING AND CODING-DIPLOMA PROGRAMS DENTAL ASSISTANT WITH EXPANDED FUNCTIONS HEALTHCARE TECHNOLOGY & SYSTEMS MEDICAL ADMINISTRATIVE ASSISTANT MEDICAL ASSISTANT MEDICAL BILLING AND CODING MEDICAL OFFICE AND BILLING SPECIALIST NURSING ASSISTANT PATIENT CARE TECHNICIAN PHARMACY TECHNICIAN PHLEBOTOMY TECHNICIANTHE ORGANIZATION PROVIDES ROBUST LEARNER AND CAREER SERVICES TO HELP PRODUCE STRONG OUTCOMES FOR ITS STUDENTS. SUCH SERVICES INCLUDE TUTORING, MENTORING, LIFE SKILLS COACHING, FINANCIAL LITERACY TRAINING, CAREER READINESS PREPARATION, AND JOB PLACEMENT ASSISTANCE.THE ORGANIZATION ALSO PROVIDES NUMEROUS CONTINUING MEDICAL EDUCATION ACTIVITIES FOR HEALTHCARE PROFESSIONALS IN BOTH LIVE AND ONLINE SETTINGS. THESE ACTIVITIES DIFFER FROM YEAR TO YEAR GIVEN THE EDUCATIONAL NEEDS OF PHYSICIANS, NURSES, PHARMACISTS, AND OTHER MEDICAL PROFESSIONALS. 279085681 1 0 0 0 0 0 0 0 0 0 1 0 0 0 1 1 0 1 1 0 1 0 0 0 0 0 0 0 1 1 0 0 0 1 0 0 0 1 0 0 0 0 1 1 0 0 0 1 447 0 1 3582 1 1 1 0 0 0 0 0 0 0 0 0 1 0 X 8 6 1 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 1 0 DE OK NY X NICOLE ANZUONI GENERAL COUNSEL C 9172435903 3101 WDRMARTIN LUTHER KING JR BLVD TAMPA FL 33607 BAILEY DARLYNE BOARD MEMBER 6.00 2.00 X 30000 10000 0 BURGHARDT STEPHEN BOARD MEMBER 6.00 2.00 X 30000 10000 0 FRIEDMAN RICHARD BOARD MEMBER 6.00 2.00 X 30000 10000 0 HAWK CHRISTOPHER BOARD MEMBER 6.00 2.00 X 30000 10000 0 MCDEVITT SHEILA BOARD MEMBER 6.00 2.00 X 30000 10000 0 POLIN THEODORE L CHIEF GOVERNANCE OFFICER & BOARD MEMBER 35.00 5.00 X X 252206 0 30270 SWIFT JANE EXECUTIVE CHAIR OF THE BOARD 35.00 5.00 X X 356548 0 7382 WOOTTEN MATTHEW BOARD MEMBER 6.00 2.00 X 30000 10000 0 ANZUONI NICOLE M GENERAL COUNSEL / CORP. SEC. 40.00 2.00 X 458788 0 24995 APANOVITCH DEREK PRESIDENT UNTIL JULY 1, 2019 40.00 2.00 X 1055027 0 29861 HYLAND ROBERT G EXECUTIVE VICE PRESIDENT 40.00 0.00 X 542724 0 28628 RAMETTA THOMAS CHIEF FINANCIAL OFFICER 40.00 2.00 X 693829 0 28068 VERRATTI MATTHEW EXECUTIVE VICE PRESIDENT 40.00 0.00 X 631412 0 22785 BECKER MICHAEL SVP, STUDENT ENGAGEMENT 40.00 0.00 X 495997 0 27428 MUELLER GREGORY SVP, OPERATIONS 40.00 0.00 X 401997 0 11827 NEUMANN APRIL SENIOR VICE PRESIDENT 40.00 0.00 X 411412 0 11626 WILSON JEREMY W CHIEF INFORMATION OFFICER 40.00 0.00 X 334440 0 26728 EDWARDS SUSAN A CHIEF COMPLIANCE OFFICER 40.00 0.00 X 442941 0 28304 GARLAND ELIZABETH F SVP, HUMAN RESOURCES 40.00 0.00 X 333005 0 12934 GRZYBOWSKI ANDREW VICE PRESIDENT 40.00 0.00 X 503115 0 963 ROBERTS JOHN B VP, CAREER SERVICES 40.00 0.00 X 354585 0 13766 SCHAFFRATH ALEXANDRA SVP, STRATEGIC INITIATIVES 40.00 0.00 X 395945 0 32929 HIGHBLOOM DAVID FORMER EXECUTIVE VICE PRESIDENT 0.00 0.00 X 535628 0 0 KEMLER STEVEN SENIOR ADVISOR 20.00 0.00 X 142842 0 10141 KENDALL SITARSKI LAURA K SENIOR COUNSEL 28.00 0.00 X 102288 0 0 LIFSCHULTZ LOWELL SENIOR ADVISOR 20.00 0.00 X 195000 0 0 8819729 60000 348635 110 1 1 0 GOOGLE INC 1600 AMPHITHEATRE PKWY MOUNTAIN VIEW CA 94043 RECRUITING SUPPORT 4556550 PROGRESS INTERACTIVE MEDICAL EDUCATION 20 COMMERCE DRIVE STE 135 CRANFORD NJ 07016 CME ACTIVITIES 3570417 BOOKMASTERS INC 30 AMBERWOOD PARKWAY ASHLAND OH 44805 BOOKS WAREHOUSING AND FULFILLMENT 3114106 EDUCATIONDYNAMICS LLC 5 MARINE VIEW PLAZA SUITE 212 HOBOKEN NJ 07030 RECRUITING SUPPORT 2945374 ALL STAR DIRECTORIES INC 101 STEWART STREET SUITE 500 SEATTLE WA 98101 RECRUITING SUPPORT 2927716 130 TUITION REVENUE 611210 281106141 281106141 CONTINUING MEDICAL EDU 611210 45473471 45473471 326579612 62633 62633 ADMINISTRATIVE SERVICE 561000 125000 125000 125000 326767245 326579612 125000 62633 12230365 12230365 4839759 3374833 1464926 1514071 1514071 116029594 106737245 9292349 574934 514972 59962 6998348 6486118 512230 8693776 8261501 432275 950768 115288 835480 295229 295229 9875656 6785550 3090106 33264034 33244003 20031 2054070 1580308 473762 4676472 2447286 2229186 8156386 7600970 555416 1811976 899724 912252 373307 139355 233952 18823358 18823358 4944195 4944195 982272 418036 564236 CME ACTIVITY 29934454 29934454 UNCOLLECTIBLE DEBTS 14524758 14524758 TEXTBOOKS 11453585 11453585 EDUCATIONAL SUPPLIES 6833315 6833315 2316232 1736462 579770 302150914 279085681 23065233 0 59100250 65482287 24924830 24930122 16668985 16237177 1790016 1044970 9245707 7151782 21968742 13321850 8380724 8646892 316368451 315368451 715214 831138 437194177 439692819 24164966 27251219 7362003 7760474 37670601 40218801 283834972 251464160 17960151 22598970 2720963 2302343 373713656 351595967 X 63480521 88096852 63480521 88096852 437194177 439692819 24616331 0 X 0 1 X 1 1 1 X 4697831 2338276 2359555 8385126 6233245 2151881 8885785 4750329 4135456 8646892 DEFERRED RENT 2302343 2302343 X PART X, LINE 2: THE ORGANIZATION IS A NOT-FOR-PROFIT CORPORATION THAT IS EXEMPT FROM FEDERAL INCOME TAXES UNDER SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE ("IRC") WHEREBY ONLY UNRELATED BUSINESS INCOME AS DEFINED BY SECTION 512(A)(1) OF THE IRC IS SUBJECT TO FEDERAL INCOME TAX. ANY TAX ON THE UNRELATED BUSINESS ACTIVITIES IS NOT SIGNIFICANT TO THE CONSOLIDATED FINANCIAL STATEMENTS. ACCORDINGLY, NO PROVISION OR LIABILITY FOR INCOME TAXES IS RECORDED IN THE CONSOLIDATED FINANCIAL STATEMENTS. FASB REQUIRES MANAGEMENT TO ANNUALLY EVALUATE THE ORGANIZATION'S TAX POSITIONS, INCLUDING ACCOUNTING AND MEASUREMENT OF UNCERTAIN TAX POSITIONS. FOR THE YEAR ENDED DECEMBER 31, 2018, MANAGEMENT CONCLUDED THAT NO UNCERTAIN TAX POSITIONS HAD BEEN TAKEN THAT WOULD REQUIRE ADJUSTMENT TO OR DISCLOSURE IN THE CONSOLIDATED FINANCIAL STATEMENTS. WITH FEW EXCEPTIONS, THE ORGANIZATION IS NO LONGER SUBJECT TO INCOME TAX EXAMINATIONS BY FEDERAL, STATE, OR LOCAL TAX AUTHORITIES FOR YEARS BEFORE 2015. 1 1 0 1 1 1 0 0 0 0 0 0 0 0 0 1 0 1 SCHEDULE E, PART I, LINE 3 THE ORGANIZATION PUBLICIZES ITS RACIALLY NONDISCRIMINATORY POLICY THROUGH ITS SCHOOL CATALOG AND ON ITS OWN WEBSITE. THE ORGANIZATION PROVIDES POST-SECONDARY EDUCATION TO STUDENTS DRAWN FROM A WIDE GEOGRAPHIC AREA AND A SUBSTANTIAL PERCENTAGE OF ITS STUDENT BODY REPRESENTS MINORITY POPULATIONS IN THE US; HENCE THE ORGANIZATION MEETS THE EXCEPTION FOR NEWSPAPER PUBLICATION IN SECTION 4.03(2)(B) OF REV. PROC. 75-50. SCHEDULE E, PART I, LINE 4 UMA EDUCATION, INC. CURRENTLY DOES NOT SOLICIT CONTRIBUTIONS. SCHEDULE E, PART I, LINE 6 THE ORGANIZATION RECEIVES FUNDS FROM GOVERNMENTAL AGENCIES, INCLUDING THE U.S. DEPARTMENT OF EDUCATION. EUROPE (INCLUDING ICELAND & GREENLAND) 0 0 PROGRAM SERVICES THE ORGANIZATION PROVIDED PROGRAM SERVICES FOR 2 CONTINUING MEDICAL EDUCATION PROGRAMS IN PARIS, FRANCE. PROGRAM 1: CURRENT STATUS AND NEW APPROACHES IN THE TREATMENT OF HELPATOCELLULAR CARCINOMA (HCC) IN MARCH, 2018. PROGRAM 2: EVOLVING MANAGEMENT STRATEGIES FOR MODERATE-TO-SEVERE ATOPIC DEMATITIS IN SEPTEMBER, 2018. THE ORGANIZATION INCURRED APPROXIMATELY $24,300 IN EDUCATIONAL EXPENSES RELATED TO SUCH SERVICES IN PARIS FRANCE. 24300 NORTH AMERICA 0 0 PROGRAM SERVICES THE ORGANIZATION PROVIDED PROGRAM SERVICES FOR 2 CONTINUING MEDICAL EDUCATION PROGRAMS IN VANCOUVER, CANADA. PROGRAM 1: THE P4 APPROACH: PREDICTIVE, PREVENTIVE, PERSONALIZED AND PARTICIPATORY MEDICINE IN JULY, 2018. PROGRAM 2: CLINICAL ISSUES IN CHRONIC PAIN IN APRIL, 2018. THE ORGANIZATION DID NOT INCUR ANY EXPENSES RELATED TO SUCH SERVICES IN VANCOUVER, CANADA. 0 0 0 0 0 0 24300 0 24300 0 0 0 0 0 0 1 UMA INSTITUTIONAL GRANTS TO STUDENTS 5211 12230365 PART I, LINE 2: THE AWARDING OF UMA INSTITUTIONAL GRANTS IS MONITORED BY OUR STUDENT FINANCE DEPARTMENT WHICH ESTABLISHES AND MAINTAINS EFFECTIVE INTERNAL CONTROLS OVER COMPLIANCE WITH THE REQUIREMENTS OF THE INSTITUTIONAL GRANTS. ALL STUDENTS RECEIVING GRANTS ARE JUDGED WORTHY BY THE INSTITUTION'S ASSESSMENT ON THE BASIS OF THE ELIGIBILITY REQUIREMENTS, SUCH AS ACADEMIC ACHIEVEMENT AND FINANCIAL NEED. 1 X X X X 1 0 0 0 0 0 0 0 0 POLIN THEODORE L CHIEF GOVERNANCE OFFICER & BOARD MEM 250622 0 0 0 1584 0 2625 0 27645 0 282476 0 0 0 SWIFT JANE EXECUTIVE CHAIR OF THE BOARD 354602 0 0 0 1946 0 2667 0 4715 0 363930 0 0 0 ANZUONI NICOLE M GENERAL COUNSEL / CORP. SEC. 336871 0 121351 0 566 0 0 0 24995 0 483783 0 0 0 APANOVITCH DEREK PRESIDENT UNTIL JULY 1, 2019 627782 0 426827 0 418 0 4866 0 24995 0 1084888 0 0 0 HYLAND ROBERT G EXECUTIVE VICE PRESIDENT 360701 0 182023 0 0 0 3633 0 24995 0 571352 0 0 0 RAMETTA THOMAS CHIEF FINANCIAL OFFICER 431231 0 262214 0 384 0 3197 0 24871 0 721897 0 0 0 VERRATTI MATTHEW EXECUTIVE VICE PRESIDENT 335142 0 295102 0 1168 0 2998 0 19787 0 654197 0 0 0 BECKER MICHAEL SVP, STUDENT ENGAGEMENT 338804 0 152807 0 4386 0 2433 0 24995 0 523425 0 0 0 MUELLER GREGORY SVP, OPERATIONS 266636 0 134863 0 498 0 3474 0 8353 0 413824 0 0 0 NEUMANN APRIL SENIOR VICE PRESIDENT 292108 0 118938 0 366 0 2934 0 8692 0 423038 0 0 0 WILSON JEREMY W CHIEF INFORMATION OFFICER 276912 0 57144 0 384 0 1958 0 24770 0 361168 0 0 0 EDWARDS SUSAN A CHIEF COMPLIANCE OFFICER 322293 0 119680 0 968 0 3309 0 24995 0 471245 0 0 0 GARLAND ELIZABETH F SVP, HUMAN RESOURCES 247829 0 81761 0 3415 0 2579 0 10355 0 345939 0 0 0 GRZYBOWSKI ANDREW VICE PRESIDENT 183468 0 319647 0 0 0 343 0 620 0 504078 0 0 0 ROBERTS JOHN B VP, CAREER SERVICES 261161 0 93424 0 0 0 2634 0 11132 0 368351 0 0 0 SCHAFFRATH ALEXANDRA SVP, STRATEGIC INITIATIVES 285860 0 110085 0 0 0 2985 0 29944 0 428874 0 0 0 HIGHBLOOM DAVID FORMER EXECUTIVE VICE PRESIDENT 0 0 385628 0 150000 0 0 0 0 0 535628 0 0 0 KEMLER STEVEN SENIOR ADVISOR 140209 0 0 0 2633 0 1450 0 8691 0 152983 0 0 0 KENDALL SITARSKI LAURA K SENIOR COUNSEL 102288 0 0 0 0 0 0 0 0 0 102288 0 0 0 LIFSCHULTZ LOWELL SENIOR ADVISOR 195000 0 0 0 0 0 0 0 0 0 195000 0 0 0 PART I, LINE 4A HIGHBLOOM, DAVID, FORMER EXECUTIVE VICE PRESIDENT, LEFT THE POSITION IN JULY 2017. HE RECEIVED $385,628 OF BONUS PAYMENT AND A PAYMENT OF $150,000 UNDER THE SEPARATION AGREEMENT DURING THE CALENDAR YEAR 2018. THE SAID BONUS PAYMENT AND PAYMENT ARE REPORTED IN PART II, COLUMN (B) (II) AND COLUMN (B) (III) RESPECTIVELY. SEE PART V ENTITY MORE THAN 35% OWNED BY STEVEN KEMLER, CEO, AND LOWELL LIFSCHULTZ, SV NOTE PAYABLE FOR ASSET ACQUISITION X 325000000 251464160 0 1 1 251464160 SEE PART V SEE PART V 125000 SEE PART V 0 SEE PART V SEE PART V 268050 SEE PART V 0 SEE PART V SEE PART V 305270 SEE PART V 0 SCH L, PART II, LOANS TO AND FROM INTERESTED PERSONS: (A) NAME OF PERSON: ULTIMATE MEDICAL ACADEMY, LLC(B) RELATIONSHIP WITH ORGANIZATION: ENTITY MORE THAN 35% OWNED BY STEVEN KEMLER, SENIOR ADVISOR, AND LOWELL LIFSCHULTZ, SENIOR ADVISOR(C) PURPOSE: NOTE PAYABLE FOR ASSET ACQUISITION (SEE BELOW BUSINESS TRANSACTION)DESCRIPTION OF BUSINESS TRANSACTION:ON MARCH 9, 2015, THE ORGANIZATION ACQUIRED FROM ULTIMATE MEDICAL ACADEMY, LLC ("LLC") ALL OF THE ASSETS NECESSARY TO OPERATE ULTIMATE MEDICAL ACADEMY, AN EDUCATIONAL INSTITUTION (THE "TRANSACTION"). STEVEN KEMLER, SENIOR ADVISOR, AND LOWELL LIFSCHULTZ, SENIOR ADVISOR, TOGETHER OWN MORE THAN 35% OF LLC.THE TRANSACTION WAS NEGOTIATED BY, AND APPROVED BY THE BOARD OF DIRECTORS OF, CLINICAL AND PATIENT EDUCATORS ASSOCIATION ("CPEA"), WHICH ESTABLISHED THE ORGANIZATION AND BECAME ITS SOLE MEMBER. CPEA'S DIRECTORS HAVE EXPERTISE IN MEDICINE, EDUCATION, NOT-FOR-PROFIT MANAGEMENT, LAW, AND FINANCE. SUCH DIRECTORS WERE INDEPENDENT FROM LLC AND ENGAGED THEIR OWN LEGAL, FINANCIAL, AND OTHER ADVISORS IN CONNECTION WITH THE TRANSACTION. CPEA CONDUCTED IN-DEPTH DUE DILIGENCE WITH RESPECT TO THE TRANSACTION AND RECEIVED A FAIRNESS OPINION FROM A WELL-RESPECTED, INDEPENDENT FINANCIAL FIRM WITH EXPERTISE IN ACQUISITIONS AS TO THE TERMS OF THE PURCHASE AGREEMENT AND PRICE. THE BOARD OF DIRECTORS OF CPEA ALSO BECAME THE BOARD OF DIRECTORS OF THE ORGANIZATION AND APPROVED THE TRANSACTION IN THAT CAPACITY.THE TRANSACTION WAS STRUCTURED TO PRESERVE THE FINANCIAL AND OPERATIONAL STRENGTHS OF ULTIMATE MEDICAL ACADEMY (THE "ACADEMY") AND TO AVOID ANY ADVERSE EFFECTS ON STUDENT PROGRAMS AND SERVICES, FACULTY OR STAFF. THE ORGANIZATION WAS NOT REQUIRED TO MAKE ANY PAYMENT TO LLC AT THE TIME OF THE TRANSACTION, SO THAT THE ORGANIZATION'S FINANCIAL RESOURCES COULD CONTINUE TO BE DEDICATED TO THE OPERATIONS OF THE ACADEMY. THE PURCHASE PRICE WAS PAID ENTIRELY THROUGH ISSUANCE OF A PROMISSORY NOTE, BEARING A REASONABLE, MARKET-BASED INTEREST RATE AND SUBORDINATED TO THE ORGANIZATION'S BANK INDEBTEDNESS. THE ORGANIZATION MAY DEFER ANY SCHEDULED PAYMENTS OF PRINCIPAL AND INTEREST ON THE PROMISSORY NOTE IF THE CASH BALANCE OR WORKING CAPITAL OF THE ORGANIZATION DOES NOT MEET CERTAIN DEFINED THRESHOLDS. THESE TERMS WERE INTENDED TO ALLOW THE ORGANIZATION AND THE ACADEMY TO USE THEIR FINANCIAL RESOURCES TO CONTINUE TO OFFER HIGH QUALITY PROGRAMS AND SERVICES FOR THE ACADEMY'S STUDENTS. SCH L, PART IV, BUSINESS TRANSACTIONS INVOLVING INTERESTED PERSONS: (A) NAME OF PERSON: ULTIMATE MEDICAL ACADEMY, LLC(B) RELATIONSHIP BETWEEN INTERESTED PERSON AND ORGANIZATION:ENTITY MORE THAN 35% OWNED BY STEVEN KEMLER, SENIOR ADVISOR, AND LOWELL LIFSCHULTZ, SENIOR ADVISOR(D) DESCRIPTION OF TRANSACTION: DURING THE YEAR ENDED DECEMBER 31, 2018, THE ORGANIZATION WAS A PARTY TO AN ADMINSTRATIVE SERVICE AGREEMENT PURSUANT TO WHICH THE ORGANIZATION PROVIDED ADMINISTRATIVE SERVICES TO LLC, THE ENTITY FORMERLY OWNING THE SCHOOL KNOWN AS ULTIMATE MEDICAL ACADEMY. THE LLC PAID THE ORGANIZATION $125,000, FAIR VALUE FOR THESE SERVICES UNDER THE AGREEMENT. (A) NAME OF PERSON: MCGUIRE LAW GROUP, PLLC (B) RELATIONSHIP BETWEEN INTERESTED PERSON AND ORGANIZATION:ENTITY MORE THAN 35% OWNED BY A FAMILY MEMBER OF LOWELL LIFSCHULTZ, SENIOR ADVISOR(D) DESCRIPTION OF TRANSACTION: A FAMILY MEMBER OF LOWELL LIFSCHULTZ, SENIOR ADVISOR, IS THE SINGLE MEMBER OF MCGUIRE LAW GROUP, PLLC WHO PROVIDED LEGAL SERVICES TO THE ORGANIZATION. DURING THE REPORTING YEAR, $268,050 OF LEGAL SERVICES FEES WAS PAID TO MCGUIRE LAW GROUP, PLLC.(A) NAME OF PERSON: TRESTLE VENTURE GROUP, LLC(B) RELATIONSHIP BETWEEN INTERESTED PERSON AND ORGANIZATION:ENTITY MORE THAN 35% OWNED BY DAVID HIGHBLOOM, EXECUTIVE VICE PRESIDENT (JANUARY TO JUNE 2017) (D) DESCRIPTION OF TRANSACTION:TRESTLE VENTURE GROUP, LLC PROVIDED OPERATIONAL CONSULTING SERVICES TO THE ORGANIZATION (BEGINNING IN JULY 2017). DURING THE REPORTING YEAR, $305,270 OF CONSULTING SERVICES FEES WERE PAID TO TRESTLE VENTURE GROUP, LLC. FORM 990, PART I, ITEM C DBA: ULTIMATE MEDICAL ACADEMY DBA: COMPLETE CONFERENCE MANAGEMENT DBA: GLOBAL EDUCATION GROUP DBA: MED LEARNING GROUP FORM 990, PART I, LINE 1 UMA EDUCATION, INC. OPERATES ULTIMATE MEDICAL ACADEMY, AN EDUCATIONAL INSTITUTION COMMITTED TO EQUIPPING AND EMPOWERING STUDENTS FOR HEALTHCARE CAREERS. HEADQUARTERED IN TAMPA AND HAVING A NATIONAL PRESENCE, THE ORGANIZATION STRIVES TO PROVIDE A LEARNING EXPERIENCE THAT MAXIMIZES VALUE FOR OUR STUDENTS IN A PROFESSIONAL AND SUPPORTIVE ENVIRONMENT. THE ORGANIZATION OFFERS CONTENT-RICH, INTERACTIVE ONLINE COURSES AS WELL AS HANDS-ON TRAINING AT ITS CAMPUSES. THE ORGANIZATION OFFERS ITS STUDENTS EXTENSIVE ACADEMIC ADVISING, ONE-ON-ONE OR GROUP TUTORING, RESUME WRITING GUIDANCE, INTERVIEW COACHING, JOB SEARCH ASSISTANCE, AND TECHNICAL SUPPORT. THE INSTITUTION IS ACCREDITED BY THE ACCREDITING BUREAU OF HEALTH EDUCATION SCHOOLS. THE ORGANIZATION ALSO PROVIDES CONTINUING MEDICAL EDUCATION ("CME"), EDUCATING PHYSICIANS, NURSES, AND OTHER MEDICAL PROFESSIONALS THROUGHOUT THE UNITED STATES. THE ORGANIZATION'S CME DIVISION UTILIZES INNOVATIVE ONLINE COURSES AS WELL AS LIVE CONFERENCES THAT EMPLOY INDUSTRY CURRENT TECHNOLOGY TO MAXIMIZE THE LEARNER EXPERIENCE AND, ULTIMATELY, IMPROVE PATIENT OUTCOMES. THE ORGANIZATION IS ALSO ACCREDITED BY THE ACCREDITATION COUNCIL FOR CONTINUING MEDICAL EDUCATION AND SEVERAL OTHER MEDICAL PROFESSIONAL ACCREDITING BODIES. FORM 990, PART VI, SECTION A, LINE 2 STEVEN KEMLER AND LOWELL LIFSCHULTZ HAVE A BUSINESS RELATIONSHIP. FORM 990, PART VI, SECTION A, LINE 6 CLINICAL AND PATIENT EDUCATORS ASSOCIATION ("CPEA") IS THE SOLE MEMBER OF THE ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 7A CPEA HAS THE RIGHT TO ELECT THE MEMBERS OF THE BOARD OF DIRECTORS OF THE ORGANIZATION. FORM 990, PART VI, SECTION A, LINE 7B CERTAIN MAJOR GOVERNANCE DECISIONS OF THE ORGANIZATION REQUIRE APPROVAL OF CPEA, THE SOLE MEMBER OF THE ORGANIZATION. SPECIFICALLY, THE BOARD OF DIRECTORS OF THE ORGANIZATION MUST OBTAIN THE APPROVAL OF CPEA BEFORE EXECUTING ANY AGREEMENT OF MERGER OR CONSOLIDATION, APPROVING THE DISSOLUTION OF THE ORGANIZATION, OR APPROVING THE SALE OR EXCHANGE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE ORGANIZATION. FORM 990, PART VI, SECTION B, LINE 11B MANAGEMENT WORKED WITH AN OUTSIDE ACCOUNTANT TO PREPARE THE FORM 990. MANAGEMENT REVIEWED THE DRAFT FORM 990 WITH THE OUTSIDE ACCOUNTANT. A FINALIZED DRAFT OF THE FULL FORM 990 IS PROVIDED TO THE WHOLE BOARD PRIOR TO ITS FILING WITH THE IRS. FORM 990, PART VI, SECTION B, LINE 12C THE ORGANIZATION MAINTAINS A CONFLICT OF INTEREST POLICY TO PROTECT THE INTEGRITY OF THE ORGANIZATION, INCLUDING AS IT RELATES TO ANY TRANSACTION THAT MIGHT BENEFIT THE PRIVATE INTEREST OF AN OFFICER OR DIRECTOR OF THE ORGANIZATION. ALL DIRECTORS AND OFFICERS ARE COVERED UNDER THE POLICY. IN CONNECTION WITH ANY ACTUAL OR POSSIBLE CONFLICT OF INTEREST, THE INTERESTED PERSON MUST DISCLOSE ALL MATERIAL FACTS TO THE BOARD OF DIRECTORS. AFTER DISCLOSURE OF SUCH FACTS, THE INTERESTED PARTY MAY NOT PARTICIPATE IN THE DETERMINATION OF A CONFLICT OF INTEREST. THE BOARD WILL DECIDE IF A CONFLICT EXISTS. IF A CONFLICT IS DETERMINED TO EXIST, THE INTERESTED PERSON MUST RECUSE HIMSELF OR HERSELF FROM PARTICIPATION IN THE DISCUSSION ON THE RELATED PARTY TRANSACTION. THE BOARD WILL EVALUATE WHETHER THE TRANSACTION IS FAIR, REASONABLE, AND IN THE BEST INTEREST OF THE ORGANIZATION AND WHETHER AN ALTERNATIVE TO THE TRANSACTION IS REASONABLY ACHIEVABLE. FOLLOWING SUCH EVALUATION, THE BOARD SHALL DECIDE WHETHER TO APPROVE THE TRANSACTION. DIRECTORS AND OFFICERS ARE REQUIRED TO COMPLETE A CONFLICT OF INTEREST QUESTIONNAIRE ANNUALLY. FORM 990, PART VI, SECTION B, LINE 15 COMPENSATION OF THE TOP MANAGEMENT OFFICIAL AND CERTAIN OTHER OFFICERS OR KEY EMPLOYEES OF THE ORGANIZATION WAS REVIEWED AND APPROVED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS, WHICH IS COMPRISED ENTIRELY OF INDEPENDENT DIRECTORS, AFTER REVIEWING COMPARABLE COMPENSATION INFORMATION PROVIDED BY AN INDEPENDENT COMPENSATION CONSULTING FIRM. THE FIRM PROVIDED THAT INFORMATION BASED ON ITS PERFORMANCE OF A STUDY FOR THE COMMITTEE TO EVALUATE THE COMPENSATION LEVELS OF SIMILARLY QUALIFIED PERSONS IN FUNCTIONALLY COMPARABLE POSITIONS AT SIMILARLY SITUATED ORGANIZATIONS. DELIBERATIONS AND DECISIONS REGARDING THE COMPENSATION ARRANGEMENTS WERE CONTEMPORANEOUSLY DOCUMENTED. FORM 990, PART VI, SECTION C, LINE 19 THE ORGANIZATION MAKES ITS GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY, FORM 990, FORM 990-T AND FINANCIAL STATEMENTS AVAILABLE UPON REQUEST FOR THE SAME PERIOD OF DISCLOSURE AS SET FORTH IN SECTION 6104(D). FORM 990, PART I, LINE 7B: NET UNRELATED BUSINESS TAXABLE INCOME FROM FORM 990-T, LINE 38 INCLUDES AMOUNTS PAID FOR DISALLOWED FRINGES, SUCH AS PARKING AND COMMUTER BENEFITS, WHICH GIVE RISE TO UNRELATED BUSINESS TAXABLE INCOME UNDER THE TAX CUTS AND JOBS ACT EFFECTIVE 2018. UMA MLG LLC 3101 W DR MARTIN LUTHER KING JR BLV TAMPA FL 33607 900958878 CONTINUING MEDICAL EDUCATION DE 24148033 18285910 UMA EDUCATION INC CLINICAL AND PATIENT EDUCATORS ASSOCIATION 303 S BROADWAY SUITE 200-525 DENVER CO 80209 272280465 CONTINUING MEDICAL EDUCATION CO 501(C)(3) LINE 7 N/A 0 0 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0