2017-11-14T16:52:36-06:00 2016-12-31 420714325 RSM US LLP 1185 AVENUE OF THE AMERICAS NEW YORK NY 100362602 990 2016-01-01 472578950 UMA EDUCATION INC UMAE 8138982588 3101 WDRMARTIN LUTHER KING JRBLVD TAMPA FL 33607 THOMAS RAMETTA CHIEF FINANCIAL OFFICER 8138982588 2017-11-14 1 JAMES P SWEENEY CPA P01263012 2123721000 108.171.131.188 2017-11-14 17:41:10 ES P 7FAEB9026BB29A2473DF58312E7459CAE1357782 D598CC405CD933149DE822B8CC9C9FE97DA99582 2016 2017-02-10 21:41:12Z SEE SCHEDULE O DEREK APANOVITCH 3101 WDRMARTIN LUTHER KING JRBLVD TAMPA FL 33607 303919891 0 X WWW.ULTIMATEMEDICAL.EDU X 2014 DE SEE SCHEDULE O 7 6 3523 0 125000 19924 0 0 208983397 303778096 0 16795 375000 125000 209358397 303919891 2632311 24098448 0 0 86616742 120711398 0 0 0 102362165 141480381 191611218 286290227 17747179 17629664 397301955 420569097 379554776 385192254 17747179 35376843 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 265305179 24098448 303778096 SEE SCHEDULE OTHE ORGANIZATION PROVIDES PROGRAMS THAT PREPARE STUDENTS FOR ROLES IN THE HEALTHCARE INDUSTRY. THE ORGANIZATION'S STUDENT POPULATION FOR SUCH PROGRAMS WAS APPROXIMATELY 12,640 AS OF DECEMBER 31, 2016, WITH APPROXIMATELY 360 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 NURSING-DIPLOMA PROGRAMS BASIC X-RAY WITH MEDICAL OFFICE PROCEDURES 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. 265305179 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 1 1 0 0 0 0 1 1 0 0 0 1 470 0 1 3523 1 1 1 0 0 0 0 0 0 0 0 0 X 7 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 W DR MARTIN LUTHER KING JR TAMPA FL 33607 BURGHARDT STEPHEN BOARD MEMBER 6.00 2.00 X 30000 10000 0 FRIEDMAN RICHARD CHAIRMAN OF THE BOARD 6.00 2.00 X X 35000 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 331351 0 30593 SWIFT JANE BOARD MEMBER 6.00 2.00 X 7092 2364 0 WOOTTEN MATTHEW BOARD MEMBER 6.00 2.00 X 30000 10000 0 APANOVITCH DEREK PRESIDENT 40.00 0.00 X 645348 0 28238 HIGHBLOOM DAVID EXECUTIVE VICE PRESIDENT 40.00 0.00 X 647969 0 30571 HOFFMAN NEWMAN ASSISTANT SECRETARY 40.00 2.00 X 35735 0 740 JANIGA NICHOLAS GENERAL COUNSEL & SECRETARY 40.00 2.00 X 502881 0 19865 KEMLER STEVEN SR. ADVISOR/8 MONTHS SR. EXECUTIVE 40.00 0.00 X 437787 0 10592 KENDALL SITARSKI LAURA K ASSISTANT SECRETARY 40.00 2.00 X 159117 0 1382 LIFSCHULTZ LOWELL SENIOR ADVISOR 40.00 0.00 X 230962 0 534 RAMETTA THOMAS CHIEF FINANCIAL OFFICER 40.00 2.00 X 506158 0 27328 VERRATTI MATTHEW EXECUTIVE VICE PRESIDENT 40.00 0.00 X 485064 0 28711 BECKER MICHAEL SVP, STUDENT ENGAGEMENT 40.00 0.00 X 334936 0 27630 HYLAND ROBERT G SVP, ONLINE PROGRAMS 40.00 0.00 X 355490 0 28177 MUELLER GREGORY SVP, OPERATIONS 40.00 0.00 X 248766 0 10126 NEUMANN APRIL VP, CAREER SERVICES 40.00 0.00 X 264306 0 10932 RAINS ERIKA M SVP, FINANCE 40.00 0.00 X 317909 0 27871 SOSCHIN DANIEL A VP, MARKETING 40.00 0.00 X 217281 0 27794 WITEMEYER HAZEN A CHIEF ADMINISTRATIVE OFFICER 40.00 0.00 X 266361 0 9403 ANZUONI NICOLE M SR COUNSEL BUS. & LEGAL AFFAIRS 40.00 2.00 X 278776 0 25373 EDWARDS SUSAN A CHIEF COMPLIANCE OFFICER 40.00 0.00 X 364386 0 27347 GRZYBOWSKI ANDREW VICE PRESIDENT 40.00 0.00 X 422216 0 763 SCHAFFRATH ALEXANDRA SVP, STRATEGIC INITIATIVES 40.00 0.00 X 318140 0 32785 SWETT TIMOTHY W SVP, CAMPUS OPERATIONS 40.00 0.00 X 383461 0 13558 LOCKHART TIM SVP, HUMAN RESOURCES 40.00 0.00 X 257709 0 640 8174201 52364 420953 93 1 1 0 GOOGLE INC 1600 AMPHITHEATRE PKWY MOUNTAIN VIEW CA 94043 RECRUITING SUPPORT 5522531 EDUCATIONDYNAMICS LLC 5 MARINE VIEW PLAZA SUITE 212 HOBOKEN NJ 07030 RECRUITING SUPPORT 3080552 BOOKMASTERS INC 30 AMBERWOOD PARKWAY ASHLAND OH 44805 BOOKS WAREHOUSING AND FULFILLMENT 3006153 INTEGRITAS COMMUNICATIONS 51 TALBOT ROAD HARRIMAN NY 10926 EDUCATIONAL PARTNER 2921189 ALL STAR DIRECTORIES INC 101 STEWART STREET 500 SEATTLE WA 98101 RECRUITING SUPPORT 2476147 32 TUITION REVENUE 611210 261168522 261168522 CONTINUING MEDICAL EDU 611210 42609574 42609574 303778096 16795 16795 ADMINISTRATIVE SERVICE 561000 125000 125000 125000 303919891 303778096 125000 16795 24098448 24098448 8428314 3678534 4749780 406122 406122 98217057 90436458 7780599 381087 327422 53665 5984566 5520821 463745 7294252 7195953 98299 811999 93025 718974 209303 209303 8491523 6680783 1810740 29113952 29091299 22653 2532144 1700518 831626 4752137 3525634 1226503 7224237 6549803 674434 1603252 702680 900572 134206 69929 64277 17449989 17449989 5669713 5669713 927587 644196 283391 CME ACTIVITY 29587647 29587647 UNCOLLECTIBLE DEBTS 15173911 15173911 TEXTBOOKS 10711853 10711853 EDUCATIONAL SUPPLIES 5416890 5416890 1670038 979673 690365 286290227 265305179 20985048 0 43869983 45118221 21206810 14217653 16545609 1734330 1501014 10539220 10164391 13613242 5857996 6418528 7755246 319913074 317613075 609167 664731 397301955 420569097 18579680 25984625 0 4660246 34654680 30961124 322363471 307378265 2405110 13212659 1551835 2995335 379554776 385192254 X 17747179 35376843 17747179 35376843 397301955 420569097 17629664 0 X 0 1 X 1 1 1 X 2710218 713812 1996406 6340310 3112664 3227646 4562714 2031520 2531194 7755246 DEFERRED RENT 2995335 2995335 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 ENDING DECEMBER 31, 2016, MANAGEMENT CONCLUDED THAT NO UNCERTAIN TAX POSITIONS HAD BEEN TAKEN THAT WOULD REQUIRE ADJUSTMENTS TO OR DISCLOSURE IN THE CONSOLIDATED FINANCIAL STATEMENTS. WITH FEW EXCEPTIONS, THE ORGANIZATION IS NO LONGER SUBJECT TO INCOME TAX EXAMINATION BY FEDERAL, STATE, OR LOCAL TAX AUTHORITIES FOR YEARS BEFORE 2014. 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. NORTH AMERICA 0 0 PROGRAM SERVICES ACCME AND ANCC CERTIFICATION 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 SCH F, PART I, LINE 3: THE ORGANIZATION PROVIDED PROGRAM SERVICES FOR CONTINUING MEDICAL EDUCATION AND CONTINUING NURSING EDUCATION IN CANADA. THE ORGANIZATION DID NOT INCURR ANY EXPENSES RELATED TO SUCH SERVICES IN CANADA. 1 UMA INSTITUTIONAL GRANT 11637 24098448 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 331351 0 0 0 0 0 2670 0 27923 0 361944 0 0 0 APANOVITCH DEREK PRESIDENT 489843 0 155505 0 0 0 2865 0 25373 0 673586 0 0 0 HIGHBLOOM DAVID EXECUTIVE VICE PRESIDENT 486842 0 161127 0 0 0 3998 0 26573 0 678540 0 0 0 JANIGA NICHOLAS GENERAL COUNSEL & SECRETARY 253707 0 119670 0 129504 0 3150 0 16715 0 522746 0 0 0 KEMLER STEVEN SR. ADVISOR/8 MONTHS SR. EXECUTIVE 286282 0 151505 0 0 0 1862 0 8730 0 448379 0 0 0 KENDALL SITARSKI LAURA K ASSISTANT SECRETARY 159117 0 0 0 0 0 1000 0 382 0 160499 0 0 0 LIFSCHULTZ LOWELL SENIOR ADVISOR 230962 0 0 0 0 0 0 0 534 0 231496 0 0 0 RAMETTA THOMAS CHIEF FINANCIAL OFFICER 393864 0 112294 0 0 0 3095 0 24233 0 533486 0 0 0 VERRATTI MATTHEW EXECUTIVE VICE PRESIDENT 365989 0 119075 0 0 0 3338 0 25373 0 513775 0 0 0 BECKER MICHAEL SVP, STUDENT ENGAGEMENT 283399 0 51537 0 0 0 2257 0 25373 0 362566 0 0 0 HYLAND ROBERT G SVP, ONLINE PROGRAMS 283891 0 71599 0 0 0 2804 0 25373 0 383667 0 0 0 MUELLER GREGORY SVP, OPERATIONS 213712 0 35054 0 0 0 846 0 9280 0 258892 0 0 0 NEUMANN APRIL VP, CAREER SERVICES 229207 0 35099 0 0 0 2304 0 8628 0 275238 0 0 0 RAINS ERIKA M SVP, FINANCE 242879 0 75030 0 0 0 2498 0 25373 0 345780 0 0 0 SOSCHIN DANIEL A VP, MARKETING 179300 0 37981 0 0 0 1889 0 25905 0 245075 0 0 0 WITEMEYER HAZEN A CHIEF ADMINISTRATIVE OFFICER 261361 0 5000 0 0 0 2144 0 7259 0 275764 0 0 0 ANZUONI NICOLE M SR COUNSEL BUS. & LEGAL AFFAIRS 229696 0 49080 0 0 0 0 0 25373 0 304149 0 0 0 EDWARDS SUSAN A CHIEF COMPLIANCE OFFICER 288022 0 76364 0 0 0 1974 0 25373 0 391733 0 0 0 GRZYBOWSKI ANDREW VICE PRESIDENT 169288 0 252928 0 0 0 314 0 449 0 422979 0 0 0 SCHAFFRATH ALEXANDRA SVP, STRATEGIC INITIATIVES 257491 0 60649 0 0 0 2473 0 30312 0 350925 0 0 0 SWETT TIMOTHY W SVP, CAMPUS OPERATIONS 156025 0 97203 0 130233 0 1352 0 12206 0 397019 0 0 0 LOCKHART TIM SVP, HUMAN RESOURCES 4363 0 0 0 253346 0 0 0 640 0 258349 0 0 0 PART I, LINE 4A TIM LOCKHART, SVP, HUMAN RESOURCES, LEFT THE POSITION IN DECEMBER 2015. HE RECEIVED $253,346 IN SEVERANCE PAYMENTS FOR THE CALENDAR YEAR 2016 AND IT IS REPORTED IN PART II, COLUMN (B)(III). MR. LOCKHART RECEIVED SEVERANCE PAYMENTS UNTIL JANUARY 2017. TIMOTHY SWETT, SVP, CAMPUS OPERATIONS, LEFT THE POSITION IN JUNE 2016. HE RECEIVED $130,233 IN SEVERANCE PAYMENTS FOR THE CALENDAR YEAR 2016 AND IT IS REPORTED IN PART II, COLUMN (B)(III). MR. SWETT RECEIVED SEVERANCE PAYMENTS UNTIL JANUARY 2017. NICHOLAS JANIGA, GENERAL COUNSEL & SECRETARY, LEFT THE POSITION IN SEPTEMBER 2016. HE RECEIVED $129,504 IN SEVERANCE PAYMENTS FOR THE CALENDAR YEAR 2016 AND IT IS REPORTED IN PART II, COLUMN (B)(III). MR. JANIGA RECEIVED SEVERANCE PAYMENTS UNTIL DECEMBER 2016. SEE PART V ENTITY MORE THAN 35% OWNED BY STEVEN KEMLER, CEO, AND LOWELL LIFSCHULTZ, SV NOTE PAYABLE FOR ASSET ACQUISITION X 325000000 307378265 0 1 1 307378265 SEE PART V SEE PART V 125000 SEE PART V 0 SEE PART V SEE PART V 135927 SEE PART V 0 SEE PART V SEE PART V 260000 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, 2016, THE ORGANIZATION ENTERED INTO 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: JULIA TAKEDA(B) RELATIONSHIP BETWEEN INTERESTED PERSON AND ORGANIZATION:FAMILY MEMBER OF LOWELL LIFSCHULTZ, SENIOR ADVISOR(D) DESCRIPTION OF TRANSACTION: MRS. TAKEDA WAS EMPLOYED BY THE ORGANIZATION AS A SENIOR VICE PRESIDENT THROUGH MAY 28, 2016. DURING THE REPORTING YEAR, HER COMPENSATION TOTALED $135,927. HER COMPENSATION WAS APPROVED BY THE INDEPENDENT COMPENSATION COMMITTEE OF THE ORGANIZATION'S BOARD OF DIRECTORS. (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, $260,000 OF LEGAL SERVICES FEES WAS PAID TO MCGUIRE LAW GROUP, PLLC. FORM 990, PART I, ITEM C DBA: ULTIMATE MEDICAL ACADEMY DBA: COMPLETE CONFERENCE MANAGEMENT DBA: GLOBAL EDUCATION GROUP DBA: MED LEARNING GROUP DBA: HIRE ED SOLUTIONS 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 AND INTERVIEW COACHING, JOB SEARCH ASSISTANCE, TECHNICAL SUPPORT AND MORE. 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 OTHER OFFICERS AND 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). UMA MLG LLC 3101 W DR MARTIN LUTHER KING JR BLV TAMPA FL 33607 900958878 CONTINUING MEDICAL EDUCATION DE 20177217 7904517 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 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0