2013 - 2014

ANNUAL REPORT

UPI EDUCATION

Copyright ©

Unified Progress International (UPI) Education

Annual Report developed by Jim Rude and Tiffany L. Litherland

Table of Contents

A Message From Our CEO.........................................................................................................2

‘Preferred Provider’ Summary................................................................................................3

UPI Education Life Skills Solutions™: Train the Facilitator.........................................5

Summer Teen Leadership Camp............................................................................................9

Tri-Caucus of Arizona Partnership.....................................................................................10

Other 2014 Highlights.............................................................................................................11

A LOOK FORWARD....................................................................................................................13

Financial Statements................................................................................................................15

Independent Auditor’s Report.............................................................................................17

Thank You Credits.....................................................................................................................18

UPI Education (501c3)............................................................................................................20

About UPI Education................................................................................................................25

Contact........................................................................................................................................... 27

“...touched the livesof over 125 children...”

Page 1

A Message From Our CEODear UPI Supporters,

As founder and CEO of Unified Progress International, I want to thank you for an exciting 2013-14fiscal year. This inaugural annual report highlights some of the wonderful accomplishments of2014 that could not have come to fruition without your help. Across the country, fromConnecticut to Arizona, UPI has always been focused on helping all children, especially those fromlow-income communities. 2014 was a historic year, forming some key partnerships, introducingour programs to elementary school children and bolstering our presence on the web and socialmedia. Overall, we were able to touch the lives of over 125 children. As we continue to gainmomentum, we are positioned to help even more communities in 2015.

Here are just a few highlights from 2014:

Ø Arizona Department of Education (ADE) selected UPI as a “PREFERRED PROVIDER”enabling UPI to approvingly provide training to school children attending Arizona publicor charter schools.

Ø Conducted UPI Education Life Skills Solutions™ training, which resulted in 15 adultvolunteers being certified to deliver the UPI Education Life Skills Solutions™ program tothe children of Arizona.

Ø 75 sixth grade students from Cloves Campbell Sr. Elementary School participated in andcompleted the UPI Education Life Skills Solutions™ program.

Ø Conducted our first fundraising event, via the CharityBuzz auction house, generating fundsin support of UPI's program and administrative cost.

It has taken us 12 years to reach our present state. Our persistence and dedication never waveredeven in the wake of the sudden loss of our strongest advocate, friend and UPI Vice President,Thomas Marion Fleming. No doubt, Tom is still with us in spirit. So, on behalf of Tom and myselfplease enjoy the entire report, which takes a look back at 2014 and some of the exciting initiativesalready underway for 2015.

Thank you,

Founder and President

Page 2

‘Preferred Provider’ SummaryUPI Education has been named as a Pre-Approved Program Provider by the Arizona Departmentof Education, Character Education and Development Unit for a third straight year..

As a ‘Preferred Provider’ UPI has the advantage of being listed on the Department of Education’swebsite, allowing state schools to choose from reputable, Department of Education vetted,companies or organizations. Further, UPI has been selected as one of two “Preferred Providers” toreceive a sizable 4-year Grant from the Character Education Special Plate Fund.

“The vision and mission ofthe Arizona Departmentof Education Character

Education Program is toinspire and support

educators, parents, andcommunity members to

touch the lives of youth byinstilling in them the traits of positive character.”

Character Education Special Plate Fund (RFGA Number: ED14-0017). A Character EducationSpecial Plate Fund, pursuant to ARS § 15-719, consists of monies received pursuant to A.R.S. § 28-2421. The Character Education and Development Division of the Arizona Department ofEducation (ADE) shall distribute monies deposited in the Character Education Special Plate Fundon an annual basis to at least two but no more than four private character education foundationsthat are incorporated nonprofit corporations in this state and that are qualified under section501(c)(3) of the United States internal revenue code for federal income tax purposes The amountavailable to be allocated by the Department of Education to grantees is dependent upon theamount of money deposited by the Department of Transportation into the Character EducationSpecial Plate Fund from the sale of the Character Education Special Plates.

Page 3

“IntelligenceplusCharacter –that is thegoal ofeducation”

~ Dr. Martin Luther King Jr.

Page 4

UPI Education Life Skills Solutions™: Train theFacilitator

UPI went to work in late November, engaging prospective UPI Facilitators in south Phoenix in aseries of workshops that prepared participants to implement the UPI Life Skills Solutions™program at local public and charter schools. Through the training, we imparted an understandingof the UPI Education Life Skills Solutions™ curriculum as having a personal/social developmentcomponent that advances character education, which is the basis of healthy Self Esteem. Thetraining resulted in fifteen trainees (Adults ages 21 – 63) becoming Certified UPI Facilitators,ready to deliver the program.

Page 5

UPI Education Life Skills Solutions™ - CharacterEducation and LeadershipWe rang in the New Year with a 20-week Life Skill Solutions™ Character Education andLeadership Training program at Cloves Campbell Sr. Elementary School (Phoenix, AZ). From

January 8 through May 14, eight UPI Facilitatorsdelivered the Life Skills program to seventy-fiveInner-City 6th Grade students (ages 11-12,divided into five classes) from South MountainVillage.

Arizona State University partneredwith UPI on this project, providingvideo filming and editingexpertise. Following the training,the Elementary School’sdocumentation revealed thatstudents who completed the UPIprogram training on averageshowed improvement in the AIMSstandardized state test; betterschool attendance; a greaterinterest in the prospects ofattending college and overallgreater respect for each other.

Page 6

Page 7

Press Article 1: This initiative received media coverage from The Arizona Informant newspaper.

Page 8

Press Article 2: UPI Education appears in the AZ Informant for Summer Leadership Camp

Summer Teen Leadership CampUPI conducted a five and a half week (June 30 – August 2) camp in South Mountain Village. Teensage 13-18 and three generations of adults engaged young leaders in creation of “Hashtag ChangeThe World”. The program was organized by Rod Ambrose, UPI program developer/trainer andmade possible due to partnerships with with Arizona State University; the Carver Museum ofPhoenix; the Family Affair; Black Poet Ventures; Peer Solutions; and the City of Phoenix andRecreation Department (specifically Project Brave, Harmon Park Recreation Center and CampColley). This initiative also received media coverage from The Arizona Informant newspaper.

Page 9

Tri-Caucus of Arizona PartnershipIn 2014, Frank Crump and Jim Rude, UPI board of advisor member prepared a document entitledThe Declaration For Education, which provides a plan for action in improving education inAmerica working with City Mayors and community/public/private/corporate resources. With theDeclaration in hand Mr. Crump representing UPI, joined the Tri-Caucus of Arizona.

The Tri-Caucus will assist in leading the efforts of the Rio Salado Group initiative bringingtogether constituents and local leaders for town hall meetings to identify and tackle civicchallenges on the issues of education, supporting veterans and developing a pipeline to educationand job opportunities. The Tri-Caucus also expects to assist in the efforts between the City Mayorof Phoenix and the Starbucks’ “Solution City” initiative; as well as President Obama’s “MyBrother’s Keeper” initiative as adopted by the Arizona Community Foundation.

In fact, the Tri-Caucus and UPI (The Declaration For Education) have already begun to develop abottom-up reform model to serve the 25% of “disconnected youth” who are not in school and notemployed. The Tri-Caucus Collective Impact Model provides a pipeline that includes life skills forchildren and young adults in and outside of school settings; leading to the engagement and re-engagement of youth -- into community college courses with graduation resulting in jobplacement via partner corporations.

The Collective Impact Model will serve as a guide or pace-setter starting in the South Mountaincommunity, efforts are planned to include the cities of Avondale, Gilbert, Goodyear, Mesa, Tempe,and eventually others like Tolleson and Guadalupe who face the same like issues and challenges.

Page 10

Other 2014 Highlights

· Arizona State University – ASU students drafted new logo concepts and website designtemplates for UPI and prepared the framework for further development and final conceptsto upgrade the UPI website and overall branding. Tiffany Litherland, UPI Advisory BoardMember, led this initiative, laying the foundation for the new UPI Mentorship program forWomen interested in STEM and Business and Life Skills Solutions™ training.

· University of Idaho Mentorship – UPI provided five sessions of “on-line” Mentorshiptraining for the university’s Omega Delta Phi fraternity. The interactive sessions centeredaround, entrepreneurship, international business competency, and international cross-cultural communication.

· Thunderbird School of Management Lecture – UPI founder Frank Crump spoke toThunderbird graduate students on the topic of International Business and Non-Profit, Nowand Forever.

· Maricopa Community College Co-Sponsorship – Rio Salado College (part of Maricopa CC)hosted “A Taste of UPI,” a one-day UPI seminar at which community organizations,business owners, educators, politicians, students and individuals learned about UPI’spurpose, goals, objectives and activities. Rio Salado filmed the event which will beavailable via the new UPI website and YouTube.

· Valley of the Sun United Way – Betty Ambrose, UPI Program Coordinator, is representingUPI as a United Way Committee Member, THRIVING TOGETHER – Uniting Communities forStudent Success.

Page 11

Page 12

A LOOK FORWARD

2015 marks the beginning of a New Year for UPI activities. Below are a few highlights comingsoon to UPI.

· UPI’s new branding and website will be online in early 2015 and the development of thenew Women's Mentorship program will follow in the footsteps of the ASU initiativeintroduced in 2014.

· Greater Phoenix Urban League Co-Sponsorship – A 3-day UPI Facilitator orientation, withthe purpose of training 25 community members (consisting of students, teachers, parents,former professional athletes, business owners, non-profit organizers and retirees) to theTraining Curriculum & Program of Unified Progress International. Those who successfullycomplete the sessions will receive a handsome UPI Facilitator Trainer certificate; whichwill allow them to administer the UPI Life Skills Solutions(™) training program to bothmale and female youth under the auspices of UPI’s management team.

· Arizona Department of Education, The Black Chamber of Arizona, The Tri-Caucus, The Cityof Phoenix (PROJECT BRAVE), Academy of Excellence, and Greater Phoenix Urban LeagueCo-Sponsorships – “A UPI Tribute to Dr. Martin Luther King Jr.” A January 19th birthdaytribute to the late Dr. MLK; complete with a recital of Dr. King’s most famous speeches aspresented by actor, director and Behavioral Health practitioner Rod Ambrose, presentingexcerpts from two of Dr. King’s greatest speeches; “I Have A Dream” and “I’ve Been To TheMountain Top”.

Page 13

I HAVE A DREAM...…I’VE BEEN TO THE

MOUNTAIN TOP.

Page 14

Financial StatementsSTATEMENTS OF FINANCIAL POSITION

Table 1: Statement of Assets, Liabilities & Equity - As of June 30, 2014

June 30, 2014

ASSETS

Current Assets

Other Current Assets

Due from Employee 1,353.87

Total Other Current Assets 1,353.87

Total Current Assets 1,353.87

Fixed Assets

Furniture and Equipment 1,189.67

Organizational Costs 1,000.00

Total Fixed Assets 2,189.67

TOTAL ASSETS 3,543.54

LIABILITIES & EQUITYEquity

Unrestricted Not Assets (1,290.35)

Net Income 4,833.89

Total Equity 3,543.54

TOTAL LIABILITIES & EQUITY 3,543.54

Page 15

Table 2: Statement of Revenues and Expenses - For the twelve months ended June 30, 2014

July '13 – Jun e'14

ORDINARY INCOME/EXPENSES

Income

Contributions 16,744.40

Total Income 16,744.40

Cost of Goods Sold

Fundraising Commissions 2,273.65

Fundraising Costs 334.24

Program Costs 183.11

Total COGS 2,791.00GROSS PROFIT 13,953.40

Expense

Advertising 30.18

Automobile 2,241.91

Bank Charges 97.40

Donations 160.00

Fees 30.00

Internet 730.95

Licenses and Permits 253.75

Meals and Entertainment 2,976.59

Meetings/Seminars 37.92

Office Expense 355.11

Postage 15.66

Printing 564.00

Telephone 730.19

Travel 895.85

Total Expense 9,119.51

Net Ordinary Income 4,833.89NET INCOME 4,833.89

Page 16

Independent Auditor’s Report

Page 17

Thank You CreditsFINANCIAL DONORS

Thank you to the following donors for making financial contributions to UPI: Mark Adams, RalphAmato, Mark Fischer, Sharon Simpson, Paula Spellman, Dave Williams and Deborah HopeWedgeworth.

PRODUCT & EXPERIENTIAL DONORS (CHARITYBUZZ)

A special thank you to the following who donated CHARITYBUZZ items/experiences: ObbaBabatunde - Actor/Director, Robert "Kool" Bell of Kool and the Gang - JUST KOOL, Michael Bentt -Heavyweight Champion/Actor, Jonathan Clark - Space Medicine Expert, Keith David -Actor/Director, Jane Gabbert - Global Executive, The Golf Club at Dove Mountain in the SonoranDesert, Greg Holder - Artist - sculpted and donated Tim Lincecum "Glassman", Judge Judy andOfficer Byrd - TV Personalities, Meredith Scott Lynn and Aloma Wright from Days of Our LivesIona Morris - Actor/Director, Miguel A Nunez Jr. - Actor/Director, Joel and Dr. Pei – ReLaunch, ThePhoenician Resort, Scottsdale, Kelly Ripa and Michael Strahan - TV Hosts, Joana Sanchez - Actress- Coaching session, Sam Schreiber - Sports Agent/Actor, Jacqueline Seanpaul and Jessie - Belize,Ahvi Spindell - Media Executive, James Stephens III - Comedian, Lilly Tomlin - Actress, John Wall -NBA Player, Los Angeles Lakers (Game Tickets).

FUNDRAISERS

Thank you to the following people who secured donations for our Charity Buzz fundraiser: TrevarBooker, Lorey Hayes, Miguel Nunez and Phil Walker.

Page 18

NOTABLE VOLUNTEERS

Thank you to the following who volunteered a significant amount of time to UPI this past year:Annette Yates, Rod Ambrose, Kerwin Brown, Dr. James Comer, Jim Rude, Fred Stickney and TiffanyLitherland.

UPI FACILITATORS & SUPPORTERS

Thanks also to the following UPI Facilitators and Supporters: Arlene Burns, Karen Crawford, FayeLove, Jay Ralston, John Riffle, Patrice Strong-Register, LaKeisha Suggs, Annette Yates, BettyAmbrose, James Anthony, Jim Brown, Loretta Cheeks, Dr. Eula Deen, George Dean, Dr. RufusGlasper, Pat Gullium, Susan Halverson, Audrey Iffert, Dr. Jo Jorgenson, Hassan Kareem, Brad King,Tiffany Litherland and Portland Reed.

SPECIAL CREDITS

A special thank you to the Coleman Company PLLC (Scottsdale, AZ) Principal, Sy Coleman, hasprovided their accounting and tax services Pro Bono to UPI over the last year. We thank Staples ofChandler, AZ for donating supplies for school students. Thanks to both Maricopa CommunityCollege and Greater Phoenix Urban League for providing space for seminars/training.

Page 19

UPI Education (501c3)BOARD OF DIRECTORS➢Christian Smith - Chairman

➢Sakinah Bell➢Frank Crump

EXECUTIVE MANAGEMENT TEAM➢Frank E. Crump, Founder/President

➢ Jim Rude, Advisor to the President

➢Dr. Belinda Carberry, EdD., Sr. Vice President,Academic Assessment

➢Tre’var Booker, Senior Vice President,Development

➢Rod Ambrose, Program Development, Trainer

➢Betty Ambrose, Program Coordinator

➢Tiffany Litherland, Brand Management & SocialBusiness

➢ James Anthony, Videographer, Historian

➢ Sharon Simpson, Assistant to the President

ARIZONA ADVISORY BOARD MEMBERS

➢ Rod Ambrose, Prevention Education Coordinator, ➢ Kerwin Brown, President and CEO, GreaterCity of Phoenix; Phoenix; Arizona (2013)

➢ Harry Garewal, Co-Founder, Tri-Caucus (2014)

Phoenix Black Chamber of Commerce; Phoenix,Arizona (2013)

INTERNATIONAL ADVISORY BOARD MEMBERS (MEMBER SINCE)

➢ Andre (Ansar) Bustamante -President, R.A. EnergyInternational Inc.; St.Petersburg, FL. (2010)

➢ Dr. James P. Comer - MauriceFalk Professor Of ChildPsychiatry, Yale Child StudyCenter; New Haven,Connecticut (2005)

➢Mark Fischer - Executive VP &Managing Director, Ultimate

Fighting Championship (UFC),Asia, Zuffa LLC; Hong Kong(2006)

➢Lorey Hayes - Playwright /Actress, Barrett CompanyTheatrical Management;Beverly Hills, California (2013)

➢Kenneth Hill - RegionalManager (Retired), GE MedicalSystems; Oakland, California(2006)

➢Eric Levy - Managing Director,Tourism SolutionsInternational; Singapore(2005)

➢Robert (Bob) McAlpine -National Urban League (25yrsRet.), Educator; Washington,DC (2010)

➢Miguel Nunuez Jr. - Actor /Activist; Los Angeles, California(2009)

Page 20

➢Tom O’Dore - Owner CuttySarkAsia Development, ChiefFinancial Officer Truong HaiAuto Group; Ho Chi Minh City,Vietnam (2005)

➢ Jim Rude - Senior Consultant,Graham-Pelton Consulting;New Jersey (2013)

➢Sharon Simpson -yourFabfactor, Founder & CEO;Pullman, Washington (2013)

➢Tiffany Litherland – Founder &CEO EvolYOUtions; Dallas FortWorth, Texas (2013)

➢Paula Spellman - Author /Educator, Ojai, California(2006)

➢Fred Stickney - President &CEO (Retired), YMCA; SanFrancisco, California (2005)

➢Felicia Mabuza-Suttle -President, Leadership Success

International LLC; Roswell,Georgia (2013)

➢Ralph N. Taylor - Founder,Times Squared Academy;Providence, Rhode Island(2006)

➢Stanley Tucker - President &CEO, Meridian ManagementGroup; Baltimore, Maryland(2010)

➢Harris Vertlieb - ProfessionalCorporate Director &Entrepreneur, Singapore(2005)

➢Phil B. Walker - ManagingPartner, Alliance Capital Group;Philadelphia, Pennsylvania(2006)

➢Deborah Hope Wedgeworth -Attorney / Consultant,Prudential; New York, NewYork (2006)

➢Anthony Weston-Smart - LoanOfficer, Evofi; Las Vegas;Nevada (2008)

➢David B. Williams - VicePresident, Chubb InsuranceCo.; Boston, Massachusetts(2005)

➢Dr. James L. Williams EdD. -Interim Director (Retired),Office of Admissions & StudentAffairs Southern ConnecticutState University; New Haven,Connecticut (2010)

➢ John Wilson - Global DirectorSourcing & ContractManufacturing Equipment,Nike Sports EquipmentDivision; Beaverton, Oregon(2006)

➢Albert L. Wynn - Quality MgmtSystems Specialist, DoD U.S.Naval Forces; Kingdom ofBahrain (2006)

Page 21

INTERNATIONAL ADVISORY BOARD MEMBERS (MEMBER SINCE) CONTINUED

HONORARY ADVISORY BOARD MEMBERS

➢ Muhammad Abdullah, Esq., Assistant Director ofAdmissions Yale University, New Haven, Ct. (1982)

➢ Mr. Roy Brooks, Esq., Warren DistinguishedProfessor Of Law, University of San Diego, SanDiego, Ca. (2009)

➢ Honorable John Conyers, Congressman (D) 13thDistrict, Detroit, Detroit, MI (1982)

➢ Honorable Johnny Ford, Mayor (D), City ofTuskegee, Tuskegee, AL, (1982)

➢ Honorable William H. Gray III, Congressman (D)2nd District, Philadelphia, Washington, DC (1982)

➢ Mr. Theodore (Ted) Lyons, Executive Assistant tothe Public Printer, Government Printing Office,Washington, DC, (1982)

➢ Ms. Sharon Robinson, Instructor HowardUniversity College of Nursing, Washington, DC(1982)

➢ Mr. Wilfredo Seda, President PennsylvaniaChapter National Congress for Puerto Rican Rights,Reading, PA (1982)➢ Mr. Alfred Smith, Manager of Personnel TheWorld Bank, Washington, DC (1982)

➢ Mr. William Whitesell, Ph.D, Professor Franklinand Marshall College, Lancaster, PA (1982)

Page 23

➢ Mr. David Durio, CPA, Chief Financial OfficerInternal Auditing, Asia Pacific CitibankSingapore (2004)

➢ Mr. Charles Earley, Professional ArtistWashington, DC. (2004)

➢ Mr. Thomas Marion Fleming, Senior VicePresident, Training UPI EducationNew Haven, CT. (1982)

➢ Mr. Oliver LaGrone, PresidentLaGrone ArtCulture Programs LaGrone Art Culture ProgramsHarrisburgh, PA (1982)

➢ Mr. William C. Matney, Editor, Who’s Who inBlack America, Beltsville, Md. (1982)

➢ Mr. Leslie N. Shaw, Vice President, WesternFinancial Corporation, Beverly Hills, Ca. (1982)

➢ Mr. Ira Silverman, Executive Vice PresidentAmerican Jewish Committee , New York, NY.(1982)

➢ Mr. Richard Stanley, CEO, DBS BankSingapore (2004)

➢ s. Ruth White, Executive DirectorSickle Cell Society, Inc., Pittsburgh, Pa. (1982)

➢ Honorable Parren J. Mitchell, Congressman (D)7th District, Maryland, Washington, DC (1982)

WE HONOR AND WILL FOREVER REMEMBER THE FOLLOWING UPI BOARD OF ADVISORMEMBERS WHO LEFT THIS EARTH TOO SOON:

About UPI EducationUPI Education is a non-profit organization that delivers Life Skill Solutions™ training through acopy-written curriculum; providing students (ages 10 – 22) with knowledge of core values thatcontribute to successful life navigation. We also provide the UPI Life Skills Solutions™ Toolkittraining for teachers and parents demystifying the X, Y, and Z generations. UPI Education wasincorporated in Atlanta and is an IRS approved 501(c)3 non-profit, allowing “tax-deductible”donations.

The scalable training curriculum offers specific practical understanding of many aspects of lifeincluding self, family, education, responsibility, accountability, government, community, differentcultures, ethics, and integrity while motivating towards empowerment. The curriculum is alsoused to “Train the Trainer” allowing schools and organizations to gain Life Skills trainingcapability and “in-house” sustainability.

This organization exists to increase the pipeline of high school graduates, enrollment, and collegegraduation rates among students from low-income communities, thereby closing theachievement gap for students who are under-represented in higher education. Our results arestrong – students who have completed the UPI training have on average shown:

· 16.4% increase in school grade point average (GPA)

· 23.6% reduction in school absences

· 0% zero, school disciplinary action

The UPI Education management team is dedicated to assisting the educational process by playinga pivotal role in the U.S. and international educational markets. An objective of our Life SkillSolutions™ training program is to bridge the gap between:

The conventional school systems, which focus on “teaching” reading, writing and arithmetic, andthe students’ need for information about the practical and developmental aspects of life andliving. UPI Education’s Life Skill Solutions™ curriculum explores and exposes pertinent, criticallife issues which students are likely to face on a daily basis. The success stories of tomorrow willbe about those who not only have a good education but also a broad knowledge of basic valuesthat contribute to navigating life successfully.

Page 25

ContactLEARN MORE & BE INVOLVED

UPI Education310-597-8727

fcrump@upieducation.org1849 East Lynx Place

Chandler, AZ. 85249UPIEducation.org