Legacy Education Alliance (LEAI) 10-K 31 Mar 22 2021 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2021	Mar. 31, 2022	Jun. 30, 2021
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2021
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Entity File Number	000-55790
Entity Registrant Name	LEGACY EDUCATION ALLIANCE, INC.
Entity Central Index Key	0001561880
Entity Tax Identification Number	39-2079974
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	1490 NE Pine Island Rd. Suite 5D
Entity Address, Address Line Two	Suite 5D
Entity Address, City or Town	Cape Coral
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33909
City Area Code	(239)
Local Phone Number	542-0643
Title of 12(b) Security	Common Stock, par value $0.0001
Trading Symbol	LEAI
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 3,459,508
Entity Common Stock, Shares Outstanding		33,917,697
ICFR Auditor Attestation Flag	false
Auditor Firm ID	5814
Auditor Name	Ram Associates
Auditor Location	Hamilton,

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 576,000	$ 1,500,000
Restricted cash	374,000	1,180,000
Deferred course expenses	304,000	1,167,000
Prepaid expenses and other current assets	607,000	1,578,000
Inventory	1,000	10,000
Discontinued operations current assets		820,000
Total current assets	1,862,000	6,255,000
Property and equipment, net		4,000
Right-of-use assets	20,000	45,000
Other assets	6,000	6,000
Discontinued operations-other assets	33,000	34,000
Total assets	1,921,000	6,344,000
Current liabilities:
Accounts payable	2,544,000	1,762,000
Royalties payable	110,000	113,000
Accrued course expenses	252,000	277,000
Accrued salaries, wages and benefits	202,000	73,000
Operating lease liability, current portion	20,000	25,000
Other accrued expenses	2,114,000	3,888,000
Deferred revenue	4,438,000	10,382,000
Short-term related party debt, net of unamortized debt discount of $204	142,000
Current portion of long term debt, net of unamortized debt discount of $0	1,011,000
Discontinued operations-current liabilities	9,845,000	11,286,000
Total current liabilities	20,678,000	27,806,000
Long-term debt, net of current portion and net of unamortized debt discount of $467	1,933,000	1,900,000
Deferred tax liability, net	1,493,000	134,000
Other long term liabilities		120,000
Operating lease liability, net of current portion		20,000
Total liabilities	24,104,000	29,980,000
Commitments and contingencies (Note 16)
Stockholders’ deficit:
Preferred stock, $0.0001 par value, 20,000,000 shares authorized, none issued
Common stock, $0.0001 par value; 200,000,000 authorized; 33,917,697 and 23,279,197 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively	3,000	2,000
Additional paid-in capital	13,161,000	11,564,000
Cumulative foreign currency translation adjustment	837,000	416,000
Accumulated deficit	(36,184,000)	(35,618,000)
Total stockholders’ deficit	(22,183,000)	(23,636,000)
Total liabilities and stockholders’ deficit	$ 1,921,000	$ 6,344,000

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Unamortized debt discount (in Dollars)	$ 204	$ 204
Net of unamortized debt discount (in Dollars)	0	0
Unamortized debt discount (in Dollars)	$ 467	$ 467
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	0	0
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	33,917,697	23,279,197
Common stock, shares outstanding	33,917,697	23,279,197

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Income - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Revenue	$ 7,710	$ 25,914
Operating costs and expenses:
Direct course expenses	2,294	5,801
Advertising and sales expenses	1,636	2,293
Royalty expenses		68
General and administrative expenses	4,195	4,555
Total operating costs and expenses	8,125	12,717
Income (loss) from operations	(415)	13,197
Other income (expense):
Interest expense, net	(524)	(210)
Other income, net	8	1,641
Gain on forgiveness of PPP Loan	910
Total other income, net	394	1,431
Income (loss) from continuing operations before income taxes	(21)	14,628
Income tax expense	(716)	(2,883)
Net income (loss) from continuing operations	(737)	11,745
Income from discontinued operations	171	4,264
Net income from discontinued operations	171	4,264
Net income (loss)	$ (566)	$ 16,009
Basic earnings (loss) per common share - continuing operations	$ (0.02)	$ 0.51
Basic earnings (loss) per common share - discontinued operations		0.18
Basic earnings (loss) per common share	(0.02)	0.69
Diluted earnings (loss) per common share - continuing operations	(0.02)	0.50
Diluted earnings (loss) per common share - discontinued operations		0.18
Diluted earnings (loss) per common share	$ (0.02)	$ 0.68
Basic weighted average common shares outstanding	29,187	23,076
Diluted weighted average common shares outstanding	29,187	23,230
Comprehensive income:
Net income (loss)	$ (566)	$ 16,009
Foreign currency translation adjustments, net of tax of $0	421	(294)
Total comprehensive income	$ (145)	$ 15,715

Consolidated Statements of Op_2

Consolidated Statements of Operations and Comprehensive Income (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Foreign currency translation adjustments, net of tax	$ 0	$ 0

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders' Deficit - USD ($) shares in Thousands, $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Foreign Currency Adjustment Attributable to Parent [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2019	$ 2	$ 11,552	$ 710	$ (51,627)	$ (39,363)
Beginning balance, shares at Dec. 31, 2019	23,163
Share-based compensation expense		23			23
Share-based compensation expense, shares
Cancellation of common stock		(11)			(11)
Cancellation of common stock, shares	(64)
Issuance of common stock
Issuance of common stock, shares	180
Foreign currency translation adjustment, net of tax of $0			(294)		(294)
Net Loss				16,009	16,009
Ending balance, value at Dec. 31, 2020	$ 2	11,564	416	(35,618)	(23,636)
Ending balance, shares at Dec. 31, 2020	23,279
Share-based compensation expense		122			122
Share-based compensation expense, shares	2,900
Cancellation of common stock		(15)			(15)
Cancellation of common stock, shares	(945)
Common stock issued for stock option purchase		13			13
Common stock issued for stock option purchase, shares	1,600
Beneficial conversion feature for senior secured convertible debenture		500			500
Beneficial conversion feature for senior secured convertible debenture-related party		623			623
Common stock and warrants issued for notes payable to related party from conversion of senior secured convertible debt – related party debt discount	$ 1	354			355
Common stock and warrants issued for notes payable to related party from conversion of senior secured convertible debt ? related party debt discount, shares	7,084
Foreign currency translation adjustment, net of tax of $0			421		421
Net Loss				(566)	(566)
Ending balance, value at Dec. 31, 2021	$ 3	$ 13,161	$ 837	$ (36,184)	$ (22,183)
Ending balance, shares at Dec. 31, 2021	33,918

Consolidated Statements of Ch_2

Consolidated Statements of Changes in Stockholders' Deficit (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Statement of Stockholders' Equity [Abstract]
Foreign currency translation adjustments, net of tax	$ 0	$ 0

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ (566,000)	$ 16,009,000
Less net income from discontinued operations	171,000	4,264,000
Net income from continuing operations	(737,000)	11,745,000
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	4,000	59,000
Non-cash lease expense	27,000	23,000
Gain on the sale of fixed assets and investment property		(1,735,000)
Share-based compensation	122,000	23,000
Cancellation of common stock	(15,000)	(11,000)
Amortization of debt discount	453,000
Gain on debt extinguishment (PPP loan forgiveness)	(910,000)
Deferred income taxes	1,359,000	418,000
Changes in operating assets and liabilities:
Deferred course expenses	844,000	3,764,000
Prepaid expenses and other receivable	559,000	(446,000)
Inventory	9,000	34,000
Other assets		37,000
Accounts payable-trade	685,000	485,000
Royalties payable	(11,000)	(29,000)
Accrued course expenses	(25,000)	(191,000)
Accrued salaries, wages and benefits	129,000	(386,000)
Operating lease liability	(27,000)	(20,000)
Other accrued expenses	(1,503,000)	1,823,000
Deferred revenue	(5,782,000)	(22,460,000)
Net cash used in operating activities - continuing operations	(4,819,000)	(6,867,000)
Net cash (used in) provided by operating activities - discontinued operations	(13,000)	(98,000)
Net cash used in operating activities	(4,832,000)	(6,965,000)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of investment property		391,000
Proceeds from sale property and equipment		2,500,000
Net cash provided by investing activities - continuing operations		2,891,000
Net cash used in investing activities - discontinued operations
Net cash provided by investing activities		2,891,000
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on debt	(11,000)	(1,500,000)
Proceeds from issuance of debt		2,900,000
Proceeds from borrowing Paycheck Protection Program loan	1,900,000
Proceeds from debentures with related parties	700,000
Proceeds from debentures	500,000
Issuance of common stock for stock option purchase	13,000
Net cash provided by financing activities - continuing operations	3,102,000	1,400,000
Net cash provided by financing activities - discontinued operations
Net cash provided by financing activities	3,102,000	1,400,000
Effect of exchange rate differences on cash		(860,000)
Net decrease in cash and cash equivalents and restricted cash	(1,730,000)	(3,534,000)
Cash and cash equivalents and restricted cash, beginning of period, including cash in discontinued operations	2,680,000	6,214,000
Cash and cash equivalents and restricted cash, end of period	950,000	2,680,000
Supplemental disclosures:
Cash paid during the period for interest	3,000	214,000
Cash received during the period for income taxes, net of tax payments	(52,000)
Supplemental disclosure of non-cash activity:
Supplemental non-cash amounts of lease liabilities arising from obtaining right-of-use assets/(decrease) of lease liability due to cancellation of leases	(1,000)	13,000
Non-cash disposal of property		(363,000)
Common stock and warrants issued from conversion of senior convertible debenture – related party	355,000
Initial recognition of beneficial conversion feature for senior secured convertible debt - related party	896,000
Note payable issued for insurance policy financing	$ 26,000

Business Description and Basis

Business Description and Basis of Presentation	12 Months Ended
	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Business Description and Basis of Presentation	Note 1— Business Description and Basis of Presentation Business Description. We are a provider of practical, high-quality, and value-based educational training on the topics of personal finance, entrepreneurship, real estate, and financial markets investing strategies and techniques. Our programs are offered through a variety of formats and channels, including free workshops, basic trainings, forums, telephone mentoring, one-on-one mentoring, coaching and e-learning. During the year ended December 31, 2021, we marketed our products and services under Building Wealth with Legacy TM R Building Wealth with Legacy TM Homemade Investor by Tarek El Moussa TM Our students pay for their courses in full up-front or through payment agreements with independent third parties. Under United States of America generally accepted accounting principles (“U.S. GAAP”), we recognize revenue upon the earlier of (i) when our students take their courses or (ii) the term for taking their course expires, both of which could be several quarters after the student purchases a program and pays the fee. We recognize revenue immediately when we sell our (i) proprietary products delivered at time of sale and (ii) third party products sales. Our symposiums and forums combine multiple advanced training courses in one location, allowing us to achieve certain economies of scale that reduce costs and improve margins while also accelerating U.S. GAAP revenue recognition, while at the same time, enhancing our students’ experience, particularly, for example, through the opportunity to network with other students. We also provide a richer experience for our students through one-on-one mentoring (two to four days in length, on site or remotely, although we have suspended providing on-site mentorships as a result of the COVID-19 pandemic) and telephone mentoring (10 to 16 weekly one-on-one or one-on-many telephone sessions). Mentoring involves a subject matter expert interacting with the student remotely or in person and guiding the student, for example, through his or her first real estate transaction, providing a real hands-on experience. We were founded in 1996, and through a reverse merger, became a publicly held company in November 2014. Today we are a global company that has cumulatively served more than two million students from more than 150 countries and territories over the course of our operating history. Our operations have traditionally relied heavily on our and our students’ ability to travel and attend live events where large groups of people gather in local markets within each of the segments in which we operate. As a result of the COVID-19 coronavirus pandemic, and the resulting worldwide restrictions on travel and social distancing, we temporarily ceased conducting live sales and fulfillment and furloughed substantially all of our employees. We resumed online operations in July 2020, and live operations in November 2020. The Company will continue following strict safety protocols at the live events. We have simplified our product offerings and restructured our compensation program with respect to both employees and independent contractors to reduce costs and improve margins, but there can be no assurances that the Company will be effective in selling its products and services, or what the impact such activities will have on our financial performance. Due to the continuing COVID-19 pandemic, the Company temporarily suspended live in-person events in December 2021 to assess the strategic plan and will continue the temporary suspension into fiscal year 2022. We are not able to fully quantify the impact that these factors will have on our financial results, but expect developments related to COVID-19 to continue to affect the Company’s financial performance in 2021 and beyond. Our operations are managed through three Since January 1, 2020, we have operated under two brands: ● Building Wealth with Legacy TM ● Homemade Investor by Tarek El Moussa TM Homemade Investor by Tarek El Moussa TM Building Wealth with Legacy TM Merger Basis of Presentation. Discontinued Operations Reclassification.

Significant Accounting Policies

Significant Accounting Policies	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2— Significant Accounting Policies Going Concern . The accompanying consolidated financial statements and notes have been prepared assuming we will continue as a going concern. For the years ended December 31, 2021 and December 31, 2020, respectively, we had an accumulated deficit and a working capital deficit. These circumstances raise substantial doubt as to our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate profits by expanding current operations as well as reducing our costs and increasing our operating margins, and to sustain adequate working capital to finance our operations. The failure to achieve the necessary levels of profitability and cash flows would be detrimental to us. The consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. Use of Estimates Cash and cash equivalents Restricted cash Deposits with credit card processors The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts in the consolidated cash flow statements: Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash December 31, December 31, 2021 2020 (in thousands) Cash and cash equivalents $ 576 $ 1,500 Restricted cash 374 1,180 Total cash, cash equivalents, and restricted cash shown in the cash flow statement $ 950 $ 2,680 Financial Instruments Inventory Property, equipment and Impairment of long-lived assets Schedule of Estimated Useful Lives of Assets Building 40 years Residential rental properties 27.5 Furniture, fixtures and equipment 3 7 years Purchased software 3 years Residential rental properties generate monthly income from individual tenants. Income from these properties is recognized and included in other income. We no longer have any residential rental properties as these were transferred to the administrators in the UK in December 2020 (See Note 5– Property and Equipment Leasehold improvements are amortized over the shorter of the estimated useful asset life or the remaining term of the applicable lease. In accordance with U.S. GAAP, we evaluate the carrying amount of our long-lived assets such as property and equipment, and finite-lived intangible assets subject to amortization for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by the comparison of its carrying amount with the future net cash flows the asset is expected to generate. We look primarily to the undiscounted future cash flows in the assessment of whether or not long-lived assets have been impaired. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset. Other assets included our residential investment property. On January 17, 2020, we sold this property for $ 390.6 thousand and recognized a gain of $ 33.1 thousand, within Other income in the Consolidated Statements of Operations and Comprehensive Income. The proceeds were held in escrow until December 8, 2020, when they used to pay the joint liquidators of LEA UK as payment of intercompany debts (see “Litigation” “Commitments and Contingencies” Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities” Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt. Stock Warrants The Company accounts for stock warrants as equity in accordance with ASC 480 – Distinguishing Liabilities from Equity ASC 815 – Derivatives and Hedging Revenue recognition We recognize revenue when our customers obtain control of promised goods or services, in an amount that reflects the consideration which we expect to receive in exchange for those goods or services, in accordance with Topic 606. Revenue amounts presented in our consolidated financial statements are recognized net of sales tax, value-added taxes, and other taxes. In the normal course of business, we recognize revenue based on the customers’ attendance of the course, mentoring training, coaching session or delivery of the software, data or course materials on-line. After a customer contract expires, we record breakage revenue less a reserve for cases where we allow a customer to attend after expiration. We had deferred revenue of $ 4.4 10.4 The following tables disaggregate our segment revenue by revenue source: Schedule of Segment Revenue Revenue Type: North America U.K. Other foreign markets Total Consolidated Revenue North America U.K. Other foreign markets Total Consolidated Revenue Years Ended December 31, 2021 Years Ended December 31, 2020 Revenue Type: North America U.K. Other foreign markets Total Consolidated Revenue North America U.K. Other foreign markets Total Consolidated Revenue (In thousands) (In thousands) Seminars $ 4,564 $ 880 $ — $ 5,444 $ 16,353 $ 245 $ 1,406 $ 18,004 Products 199 — — 199 478 — — 478 Coaching and Mentoring — — — — 1,050 — 3 1,053 Online and Subscription 76 — — 76 1,421 — 40 1,461 Other 182 1,809 — 1,991 4,294 601 23 4,918 Total revenue $ 5,021 $ 2,689 $ — $ 7,710 $ 23,596 $ 846 $ 1,472 $ 25,914 Deferred course expenses Advertising expenses Income taxes Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements and prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, disclosures and transition. Foreign currency translation Foreign Currency Translation Share-based compensation . We account for share-based awards under the provisions of ASC 718, “ Compensation—Stock Compensation Share-Based Compensation Comprehensive income Discontinued operations . ASC 205-20-45, “Presentation of Financial Statements Discontinued Operations” Discontinued Operations New Accounting Pronouncements We have implemented all new accounting pronouncements that are in effect and that management believes would materially affect our financial statements. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06 – Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) – Accounting for Convertible Instruments Contracts in an Entity’s Own Equity In March 2021, the FASB issued ASU 2021-04, “Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The amendments provide optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The application of this guidance will not have a material impact on our financial statements.

Concentration Risk

Concentration Risk	12 Months Ended
	Dec. 31, 2021
Risks and Uncertainties [Abstract]
Concentration Risk	Note 3— Concentration Risk Cash and Cash Equivalents We maintain deposits in banks which may exceed the federal deposit insurance available. Management believes the potential risk of loss on these cash and cash equivalents to be minimal. All cash balances as of December 31, 2021 and 2020, including foreign subsidiaries, without FDIC coverage was $ 0.0 0.8 Revenue A significant portion of our revenue was derived from the Rich Dad brands. For the years ended December 31, 2021 and 2020, Rich Dad brands provided 55.8% and 70.7% , respectively, of our revenue. In addition, we have operations in North America, United Kingdom and Other foreign markets (See Note 15 “ Segment Information The License Agreement with Rich Dad Operating Company, LLC pursuant to which we licensed the Rich Dad Education brand expired on September 30, 2019. Notwithstanding the expiration of the License Agreement, the Company may continue to use Licensed Intellectual Property, as defined in the License Agreement, including, but not limited to, the Rich Dad trademark and stylized logo, for the purpose of honoring and fulfilling orders by its customers in existence as of the date of the expiration of the Agreement.

Discontinued Operations

Discontinued Operations	12 Months Ended
	Dec. 31, 2021
Discontinued Operations and Disposal Groups [Abstract]
Discontinued Operations	Note 4 - Discontinued Operations On January 27, 2021, Legacy Education Alliance Australia PTY Limited (“LEA Australia”), a wholly owned subsidiary of Legacy Education Alliance, Inc. (“LEAI”), appointed Brent Leigh Morgan and Christopher Stephen Bergin, both of the firm of Rodgers Reidy, 326 William Street, Melbourne VIC 3000 Australia, as Joint and Several Liquidators of LEA Australia, to supervise a Creditors Voluntary Liquidation of LEA Australia. Subject to the approval of the creditors of LEA Australia at a meeting held on February 23, 2021, AEDT (February 22, 2021, EST), the Joint Liquidators will wind down the business of LEA Australia and make distributions, if any, to its creditors in accordance with the applicable provisions of the Australian Corporations Act of 2001. The first meeting of creditors of LEA Australia was held on February 24, 2021, (AEDT), at which no resolutions were proposed by the creditors, no nominations for a Committee of Inspection were made, and no alternative liquidator was proposed. On March 11, 2022, the proof of debt was rejected by the Liquidator of Legacy UK and extended twenty-one days from the receipt of the notice to provide additional documentation supporting the claim to the Court of England. The additional information was submitted to the Liquidators on March 21, 2022. On March 2, 2021, Legacy Education Alliance Holdings, Inc. the sole shareholder of Legacy Education Alliance Hong Kong Limited (“LEA Hong Kong”), a subsidiary of the Company, adopted a resolution to wind up voluntarily the affairs of LEA Hong Kong and to appoint Cosimo Borrelli and Li Chung Ngai (also known as Anson Li), both of Borrelli Walsh Limited, Level 17, Tower 1, Admiralty Centre, 18 Harcourt Road, Hong Kong as Joint and Several Liquidators of LEA Hong Kong. At a meeting of the creditors of LEA Hong Kong held on March 2, 2021, the creditors similarly approved the voluntary winding up of LEA Hong Kong and the appointment of Cosimo Borrelli and Li Chung Ngai (also known as Anson Li), as Joint and Several Liquidators. The Joint and Several Liquidators will wind up the business of LEA Hong Kong and make distributions, if any, to its creditors in accordance with the applicable provisions of the Companies (Winding Up and Miscellaneous Provisions) Ordinance of Hong Kong. On March 7, 2021, Tigrent Learning Canada Inc. (“Tigrent Canada”), a wholly owned subsidiary of Legacy Education Alliance, Inc., filed an assignment in bankruptcy under section 49 of the Canada Bankruptcy and Insolvency Act (the “Act”) in the Office of the Superintendent of Bankruptcy Canada, District of Ontario, Division of Toronto, Court No. 31-2718213. Also on March 7, 2021, A. Farber & Partners was appointed trustee of the estate of Tigrent Canada. The trustee will wind down the business of Tigrent Canada and make distributions, if any, to its creditors in accordance with the applicable provisions of the Act. At the First Meeting of Creditors held on March 23, 2021, the creditors of Tigrent Canada approved the appointment of A. Farber & Partners as trustee of the estate of Tigrent Canada. On October 28, 2019, four creditors of Legacy Education Alliance International Ltd. (“Legacy UK”), one of our UK subsidiaries, obtained an order from the High Court of Justice, Business and Property Courts of England and Wales (the “English Court”) with respect to the business and affairs of Legacy UK. Pursuant to the Administration Order of November 15, 2019, from the English Court, the two individuals appointed as administrators engaged a third-party to market Legacy UK’s business and assets for sale to one or more third parties. On November 26, 2019, Legacy UK’s assets and deferred revenues sold for £ 300 thousand (British pounds) to Mayflower Alliance LTD. We did not receive any proceeds from the sale of Legacy UK. Further details, including the resolution of claims and liabilities, and other information regarding the administration may not be forthcoming for several months. The impact of this transaction is reflected as a discontinued operation in the consolidated financial statements. A meeting of the Creditors deemed the decision date is scheduled for March 25, 2022. The major classes of assets and liabilities of the entities classified as discontinued operations were as follows: Schedule of Financial Results of Discontinued Operation December 31, December 31, 2021 2020 (in thousands) Major classes of assets Cash and cash equivalents $ — $ 14 Deferred course expenses — 806 Discontinued operations-current assets — 820 Other assets 33 34 Total major classes of assets - discontinued operations $ 33 $ 854 Major classes of liabilities Accounts payable $ 3,638 $ 3,698 Accrued course expenses 587 593 Other accrued expenses 439 1,582 Deferred revenue 5,181 5,413 Total major classes of liabilities - discontinued operations $ 9,845 $ 11,286 The financial results of the discontinued operations are as follows: 2021 2020 Years Ended December 31, 2021 2020 (in thousands) Revenue $ 40 $ 8,247 Total operating costs and expenses 907 2,910 Income (loss) from discontinued operations (867 ) 5,337 Other income (expense), net (80 ) 2 Income tax benefit (expense) 1,118 (1,075 ) Net income from discontinued operations $ 171 $ 4,264

Property and Equipment

Property and Equipment	12 Months Ended
	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Property and Equipment	Note 5— Property and Equipment Property and equipment consists of the following (in thousands): Schedule of Property and Equipment 2021 2020 As of December 31, 2021 2020 Land $ — $ — Building and residential properties — — Software — — Equipment 234 234 Furniture and fixtures — — Building and leasehold improvements — — Property and equipment 234 234 Less: accumulated depreciation (234 ) (230 ) Property and equipment, net $ — $ 4 On October 1, 2020, we sold the real property and improvements located at 1612 E. Cape Coral Parkway, Cape Coral, Florida for $ 2.5 1.54 On December 8, 2020, we transferred our residential properties to the joint administrators of LEA UK (see “Litigation” “Commitments and Contingencies” 291 thousand ($ 363 thousand). We recorded a gain of £ 96 thousand ($ 126 thousand) in other income in the Consolidated Statement of Operations and Comprehensive Income for the year ended December 31, 2020. In addition to the sale of our headquarters and the disposal of our residential properties, during the year ended December 31, 2020, we disposed of all of our fully depreciated other property and equipment, and fully amortized software and other intangibles. Depreciation expense on the property and equipment in each of the years ended December 31, 2021 and 2020 was $ 4.0 59.0

Short-Term and Long-Term Debt

Short-Term and Long-Term Debt	12 Months Ended
	Dec. 31, 2021
Debt Disclosure [Abstract]
Short-Term and Long-Term Debt	Note 6 - Short-Term and Long-Term Debt Schedule of Long-term Debt (in thousands) As of December 31, 2021 As of December 31, 2020 Senior Secured Convertible Debenture 500 Debt Discount (467 ) — Senior Secured Convertible Debenture, net 33 — Paycheck Protection Program loan 1,000 1,900 Paycheck Protection Program loan 2 1,900 — IPFS Insurance Premium Note Payable 11 — Total debt 2,944 1,900 Less current portion of long-term debt (1,011 ) — Total long-term debt, net of current portion $ 1,933 $ 1,900 Short-term related party debt: Schedule of Short-term Related Party Debt (in thousands) As of December 31, 2021 As of December 31, 2020 Senior Secured Convertible Debenture - related party $ 346 $ — Debt Discount-related party (204 ) Senior Secured Convertible Debenture - related party, net 142 $ — The following is a summary of scheduled debt maturities by year (in thousands): Schedule of Debt Maturities 2022 $ 1,153 2023 — 2024 — 2025 — 2026 1,933 Thereafter — Total debt $ 3,086 First Draw Paycheck Protection Program Note Agreement. On April 27, 2020, Elite Legacy Education, Inc. (“ELE”), a subsidiary of the Company, entered into a Promissory Note in favor of Pacific Premier Bank (“PPBI”), the lender, through the Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”) established pursuant to the CARES Act. The unsecured loan (the “First Draw PPP Loan”) proceeds were in the amount of $ 1,899,832 April 24, 2022 1% In March 2021, ELE was notified that PPBI sold substantially all of its PPP loans, including ELE’s loan, to The Loan Source, Inc. (“TLS”), which, together with its servicing partner, ACAP SME, LLC, took over the forgiveness and ongoing servicing process for ELE’s PPP loan. On August 4, 2021, ELE received notice from TLS that its First Draw PPP Loan had been partially forgiven in the amount of $ 900 11 1,000 April 24, 2022 2.5 Senior Secured Convertible Debenture and Exercise of Conversion Rights. On March 8, 2021, the Company issued a $ 375 thousand Senior Secured Convertible Debenture (“LTP Debenture”) to Legacy Tech Partners, LLC (“LTP”), a related party. The LTP Debenture accrues interest at a rate of 10 % and is due on the earlier of the occurrence of certain liquidity events with respect to the Company and March 8, 2022. The LTP Debenture may be converted at any time after the issue date into shares of the Company’s Common Stock (the “Conversion Shares”) at a price equal to $ 0.05 per share. Together with each Conversion Share, a warrant will be issued with a strike price of $ 0.05 per share and an expiration date of March 8, 2026 (the “Warrants”). Under the term of the original LTP Debenture, LTP had an obligation to lend the Company an additional $ 625 thousand under the same terms prior to March 31, 2022, and an option to fund an additional $ 4 million under the same terms prior to March 8, 2024. LTP also has the option to extend the maturity date of each loan it makes to the Company, including the initial loan of $ 375 thousand for a term not to exceed four years from the original maturity date of that loan. Net proceeds were $ 314 thousand after legal fees of $ 61 thousand, which are included in our consolidated statement of operations for the nine months ended September 30, 2021. The LTP Debenture is secured by a lien on all the Company’s assets. The Company’s U.S. subsidiaries entered into Guaranties on March 9, 2021 in favor of LTP under which such subsidiaries guaranteed the Company’s obligations under the LTP Debenture and granted LTP a lien on all assets of such subsidiaries. The proceeds from the LTP Debenture were used to extinguish liabilities of the Company and to fund the development of the Education Technology (EdTech) business. The Warrants will not be listed for trading on any national securities exchange. The Warrants and the shares issuable upon conversion of the LTP Debenture are not being registered under the Securities Act of 1933, as amended (the “Securities Act”). The aggregate number of shares issuable upon conversion of the LTP Debenture and upon the exercise of the Warrants may not exceed 19.9 % of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares upon conversion of the Debenture and the exercise of the Warrants. At the Annual Meeting of Stockholders of the Company held on July 2, 2021, the stockholders approved the future issuance of shares to LTP upon conversion under the LTP Debenture in excess of the 19.9 % limitation, but no such shares have been issued. On May 4, 2021, LTP exercised its conversion rights with respect to $ 330 thousand of the outstanding principal at the Conversion Price resulting in the issuance of 6.6 million shares of Common Stock to LTP. In addition, an equal number of warrants were issued on June 11, 2021 (see Note 7 – “Stock Warrants” 0.155 per common share, resulting in the recognition of debt discount and additional paid-in capital of $ 375 thousand, respectively, within the consolidated balance sheet for the year ended December 31, 2021, which represents the intrinsic value of the conversion option. The Company evaluated the convertible debenture under ASC 470-20 and recognized a debt discount of $ 375 thousand related to the beneficial conversion feature during the year ended December 31, 2021, with a corresponding credit to additional paid-in capital. The related amortization of the debt discount to interest expense for year ended December 31, 2021, amounted to $ 361 thousand. On August 27, 2021, the Company amended the terms of the LTP Debenture to reduce LTP’s maximum funding obligation from $ 1 675 300 100 300 200 228 38 On March 8, 2022, the Company defaulted on the March 8, 2021 LTP Debenture in the remaining amount left unconverted of $ 46 9 Second Draw Paycheck Protection Program Note Agreement. On April 20, 2021, Elite Legacy Education, Inc (ELE), a wholly owned subsidiary of the Company, closed on an unsecured Paycheck Protection Program Note agreement (the “Promissory Note”) to borrow $ 1,899,832 1.0% 60 months 1.9 Debenture, Warrant and Guaranty Agreements, and Exercise of Conversion Rights. On May 4, 2021, Legacy Education Alliance, Inc., a Nevada corporation (the “Company”), issued a 10% Subordinated Secured Convertible Debenture (“Subordinated Debenture”) in the principal amount of $ 25 thousand to Michel Botbol, the Company’s Chairman and Chief Executive Officer. The Subordinated Debenture called for interest at a rate of 10 % and would have been due on the earlier of the occurrence of certain liquidity events with respect to the Company and May 4, 2022. The Subordinated Debenture was convertible at any time after the issuance date into shares of the Company’s Common Stock (the “Conversion Shares”) at a price equal to $ 0.05 per share (“Conversion Price”). Together with each Conversion Share, a warrant would be issued with a strike price of $ 0.05 per share and an expiration date of May 4, 2026 (the “Warrants”). Mr. Botbol also had the option to extend the maturity date of the loan for a term not to exceed four years from the original maturity date of that loan. The Subordinated Debenture is secured by a lien on all the Company’s assets subordinated to the lien granted to Legacy Tech Partners, LLC (“LTP”). The Company’s U.S. subsidiaries are required to enter into Guaranties in favor of Botbol under which such subsidiaries guaranteed the Company’s obligations under the Debenture and granted Botbol a lien on all assets of such subsidiaries subject to the lien held by LTP. The use of proceeds from the Debenture was to extinguish liabilities of the Company and to fund working capital, general corporate purposes and the development of administrative functions. The aggregate number of shares issuable upon conversion of the Debenture and upon the exercise of the Warrants may not exceed 19.9 % of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares upon conversion of the Debenture and the exercise of the Warrants. On May 4, 2021, Mr. Botbol exercised his conversion rights with respect to the entire $ 25 thousand of outstanding principal at the Conversion Price resulting in the issuance of 500 thousand shares of Common Stock to him. In addition, an equal number of warrants were issued on May 4, 2021 (see Note 7 – “Stock Warrants” 21 thousand. The Warrants will not be listed for trading on any national securities exchange. The Warrants and the shares issuable upon conversion of the Debenture are not being registered under the Securities Act of 1933, as amended (the “Securities Act”). Senior Secured Convertible Debenture, Advisory Agreement, and Intercreditor Agreement On August 27, 2021, the Company issued a $ 500 thousand Senior Secured Convertible Debenture (GLD “Debenture”) to GLD Legacy Holdings, LLC, (GLD). The GLD Debenture accrues interest at a rate of 10 % and is due on the earlier of the occurrence of certain liquidity events with respect to the Company or August 27, 2026 . The GLD Debenture may be converted at any time after the issue date into shares of the Company’s Common Stock (the “Conversion Shares”) at a price equal to $ 0.05 per share. Together with each Conversion Share, a warrant will be issued with a strike price of $ 0.05 per share and an expiration date of August 27, 2026 (the “Warrants”). The cash receipt date, August 27, 2021, was used for the market value of stock on measurement date, at $ 0.10 per common share, resulting in the recognition of debt discount and additional paid-in capital of $ 500 thousand, respectively, within the consolidated balance sheet for the year ended December 31, 2021, which represents the intrinsic value of the conversion option. The Company evaluated the convertible debenture under ASC 470-20 and recognized a debt discount of $ 500 thousand related to the beneficial conversion feature during the year ended December 31, 2021, with a corresponding credit to additional paid-in capital. The related amortization of the debt discount to interest expense for the year ended December 31, 2021, amounted to $ 33.3 thousand. Net proceeds were $ 485.2 thousand after legal fees and transaction expenses of $ 14.8 thousand, which are included in our consolidated statement of operations for the year ended December 31, 2021. GLD has an option to lend the Company an additional $ 500 thousand under the same terms prior to December 31, 2023. The GLD Debenture is secured by a lien on all the Company’s assets. The Company’s U.S. subsidiaries entered into Guaranties on August 27, 2021, in favor of GLD under which such subsidiaries guaranteed the Company’s obligations under the GLD Debenture and granted GLD a lien on all assets of such subsidiaries. The proceeds from the GLD Debenture were used for working capital for the development of the Company’s Legacy EdTech business and for working capital for the operation of the Company’s seminar business. The Warrants will not be listed for trading on any national securities exchange. The Warrants and the shares issuable upon conversion of the Debenture are not being registered under the Securities Act of 1933, as amended (the “Securities Act”). The aggregate number of shares issuable upon conversion of the Debenture and upon the exercise of the Warrants may not exceed 19.9 % of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares upon conversion of the Debenture and the exercise of the Warrants. Under the terms of the GLD Debenture, and until all of the obligations of the Company under the GLD Debenture have been paid in full, GLD may appoint one member to the Board of Directors of the Company, subject to the review and approval of the GLD appointed candidate by the Nominating and Governance Committee of the Company. In lieu of cash compensation, the GLD appointed director will receive a grant of 150,000 restricted shares of Common Stock of the Company upon appointment to the Board. Pursuant to the terms of the GLD Debenture, on August 27, 2021, the Company entered into an Advisory Services Agreement with GLD Advisory Services, LLC, (GLDAS) an affiliate of GLD. GLDAS will provide the Company and its subsidiaries with business, finance and organizational strategy, advisory, consulting and other services related to the business of the Company. In lieu of cash compensation, on the effective date of the agreement, August 27, 2021, GLDAS received fully vested 315,000 315,000 On August 27, 2021, in connection with the GLD Debenture, the Company entered into an Intercreditor Agreement with GLD, LTP, and Barry Kostiner, a related party. LTP and GLD agreed that LTP’s and GLD’s respective rights under the LTP Debenture and GLD Debenture would rank equally and ratably in all respects to one another including, without limitation, rights in collateral, right and priority of payment and repayment of principal, interest, and all fees and other amounts. The Intercreditor Agreement also appoints Barry Kostiner as Servicing Agent to act on behalf of all GLD and LTP, subject to the terms of the agreement, with respect to (a) enforcing GLD’s and LTP’s rights and remedies, and the Company’s obligations, under the Debentures. IPFS Premium Finance Agreement On July 30, 2021, the Company entered into a premium finance agreement for insurance coverage in the amount of $ 26 5.55 10 months 11

Stock Warrants

Stock Warrants	12 Months Ended
	Dec. 31, 2021
Stock Warrants
Stock Warrants	Note 7 - Stock Warrants On May 4, 2021, the Company issued 500,000 warrants to M. Botbol, a related party, in connection with conversion of a 10 % subordinated convertible debenture in the amount of $ 25,000 (see Note 6 – “Short-Term and Long-Term Debt” 0.05 per share at any time on or after the inception date, May 4, 2021, through May 4, 2026, the expiration date. The warrants will not be listed for trading on any national securities exchange. On June 11, 2021, the Company issued 6,583,500 warrants to Legacy Tech Partners, LLC (LTP), a related party, in connection with conversion of a 10% subordinated convertible debenture in the amount of $ 330,000 of outstanding principal (see Note 6 – “Short-Term and Long-Term Debt” 0.05 per share at any time on or after the inception date, June 11, 2021, through March 8, 2026, the expiration date. The warrants are not listed for trading on any national securities exchange. A summary of the warrant activities for the year ended December 31, 2021, is as follows: Schedule of Warrant Activities Warrants Outstanding Number of Weighted Weighted Aggregate 1 Balance as of January 1, 2021 — — — — Granted 7,083,500 $ 0.05 — — Balance as of December 31, 2021 7,083,500 $ 0.05 4.3 79 Exercisable as of December 31, 2021 7,083,500 $ 0.05 4.3 79 1 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $ 0.0612

Share-Based Compensation

Share-Based Compensation	12 Months Ended
	Dec. 31, 2021
Share-based Payment Arrangement [Abstract]
Share-Based Compensation	Note 8— Share-Based Compensation The 2015 Incentive Plan, our equity plan, was approved by the stockholders at our annual meeting of stockholders on July 16, 2015. The 2015 Incentive Plan reserves 5,000,000 During the year ended December 31, 2021, pursuant to the 2015 Incentive Plan, we awarded 550,000 shares of restricted stock to the independent members of the Board of Directors, which are subject to a two-year cliff vesting. The grant date price per share was $ 0.06 for a total grant date fair value of $ 34.7 thousand. In addition, we granted 1,735,000 shares of restricted stock to employees, which are subject to three-year cliff vesting. During the year ended December 31, 2021, 945,000 restricted employee shares were forfeited. The grant price per share was $ .06 for a total fair grant value of $ 49.8 thousand. We also granted 100,000 shares each of restricted stock to three external consultants for a total of 300,000 shares, which were fully vested at a grant date. The grant date price per share was $ 0.06 for a total grant date fair value of $ 6.3 thousand. We granted another 315,000 shares of restricted stock to an external consultant, which were fully vested at the grant date. The grant date price per share $ .10 for a total grant date fair value of $ 31.5 thousand. During the year ended December 31, 2020, pursuant to the 2015 Incentive Plan, we awarded 80,000 0.10 8.0 100,000 100,000 0.07 7.0 The following table reflects the activity of the restricted shares: Schedule of Restricted Shares Activities Restricted Stock Activity (in thousands) Number of shares Weighted average grant date value Unvested at December 31, 2019 456 $ 0.25 Granted 180 0.08 Forfeited (64 ) 0.28 Vested (480 ) 0.20 Unvested at December 31, 2020 92 $ 0.11 Granted 2,900 0.07 Forfeited (945 ) 0.06 Vested (1,257 ) 0.08 Unvested at December 31, 2021 790 $ 0.06 Compensation Expense and Related Valuation Techniques We account for share-based awards under the provisions of ASC 718, “Share-Based Payment,” 50 10 2.3 Our stock-based compensation expense was $ 122 23

Employee Benefit Plan

Employee Benefit Plan	12 Months Ended
	Dec. 31, 2021
Retirement Benefits [Abstract]
Employee Benefit Plan	Note 9— Employee Benefit Plan We have a 401(k)-employee savings plan for eligible employees that provides for a matching contribution from us, determined each year at our discretion. We provided for a matching contribution of $ 55.0 0.1

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income Taxes	Note 10— Income Taxes We recognize deferred tax assets and liabilities, at enacted income tax rates, based on the temporary differences between the financial reporting basis and the tax basis of our assets and liabilities. We include any effects of changes in income tax rates or tax laws in the provision for income taxes in the period of enactment. When it is more likely than not that a portion or all of the deferred tax asset will not be realized in the future, we provide a corresponding valuation allowance against the deferred tax asset. Our sources of income (loss) and income tax provision (benefit) are as follows (in thousands): Schedule of Income Tax Provision 2021 2020 Years ended December 31, 2021 2020 Income/(loss) from continuing operations before income taxes: U.S. $ (1,211 ) $ 12,367 Non-U.S. 1,190 2,261 Total income/(loss) from continuing operations before income taxes: $ (21 ) $ 14,628 Provision (benefit) for taxes: Current: Federal $ (887 ) $ 2,037 State 244 347 Non-U.S. — 81 Total current (643 ) 2,465 Deferred: Federal 1,139 126 State 220 5 Non-U.S. — 287 Total deferred 1,359 418 Noncurrent Federal — — State — — Non-U.S. — — Total noncurrent — — Total income tax expense $ 716 $ 2,883 Effective income tax rate (3,409.5 )% 19.7 % The difference between the tax provision at the statutory federal income tax rate and the tax provision attributable to income (loss) from continuing operations before income taxes is as follows (in thousands): Schedule of Difference in Tax Provision 2021 2020 Years ended December 31, 2021 2020 Computed expected federal tax benefit (expense) $ (4 ) $ 3,072 (Decrease) Increase in valuation allowance - (1,098 ) State income, net of federal benefit 367 278 Non-U.S. income taxed at different rates (196 ) 322 Intercompany Gain 738 — Unrecognized tax benefits — 309 Other (189 ) — Income tax expense $ 716 $ 2,883 We recorded income tax expense of $ 0.7 million and income tax benefit of $ 2.9 million for the years ended December 31, 2021 and 2020, respectively, a $ 2.2 million decrease in income tax expense. We do not expect to repatriate earnings from its foreign subsidiaries because the cumulative earnings and profits of the foreign subsidiaries as of December 31, 2021 and 2020 are negative. Accordingly, no U.S. federal or state income taxes have been provided thereon. Deferred income tax assets and liabilities reflect the net tax effects of (i) temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts for income tax purposes and (ii) operating loss carryforwards. The tax effects of significant components of our deferred tax assets and liabilities are as follows (in thousands): Schedule of Deferred Tax Assets and Liabilities 2021 2020 As of December 31, 2021 2020 Deferred tax assets: Net operating losses $ 136 $ 3,648 Depreciation — (1 ) Valuation allowance — (3,622 ) Total deferred tax assets $ 136 $ 25 Deferred tax liabilities: Deferred course expenses $ (34 ) $ (159 ) Intercompany Debts (1,595 ) — Total deferred tax liabilities (1,629 ) (159 ) Net deferred tax asset (liability) $ (1,493 ) $ (134 ) We have retained a full valuation allowances of $ 3.5 3.6 We had zero 15.1 18.4 2.9 3.7 The foreign loss carryforwards begin to expire in 2027 and the state net operating loss carryforwards begin to expire in 2038. Our federal income tax returns for the years after 2017 are subject to examination by the Internal Revenue Service. Our state tax returns for all years after 2017 or 2016, depending on each state’s jurisdiction, are subject to examination. In addition, our Canadian tax returns and United Kingdom tax returns for all years after 2013 are subject to examination. The liability pertaining to uncertain tax positions was $ 0.3 We include interest and penalties in the liability for uncertain tax positions. Accrued interest and penalties on uncertain tax positions were approximately $ 0.04 The following is a tabular reconciliation of the total amounts of unrecognized tax benefits: Schedule of Unrecognized Tax Benefits As of December 31, 2021 2020 Unrecognized tax benefits - January 1 $ 309 $ 309 Gross increases - tax positions in prior period — — Gross decreases - tax positions in prior period — — Unrecognized tax benefits - December 31 $ 309 $ 309 The total liability for unrecognized tax benefits at December 31, 2021, is included in other liabilities in the Consolidated Balance Sheets. The total liability for unrecognized tax benefits at December 31, 2021 and 2020, are as follows: Schedule of Liability for Unrecognized Tax Benefits 2021 2020 As of December 31, 2021 2020 Reduction of net operating loss carryforwards $ — $ — Noncurrent tax liability (reflected in Other long-term liabilities) 309 309 Total liability for unrecognized tax benefits $ 309 $ 309 We do not expect any significant changes to unrecognized tax benefits in the next year. We estimate $ 0.3 In response to the COVID-19 pandemic, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law on March 27, 2020. The CARES Act included several provisions that provide economic relief for individuals and businesses. The CARES Act, among other things, included tax provisions relating to refundable payroll tax credits, the deferral of employer’s social security payments, and modifications to net operating loss carryback provisions. On December 27, 2020, the Consolidated Appropriations Act of 2021 (the “CAA”), which includes the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act and the American Rescue Plan Act of 2021,was signed into law and provided further COVID-19 economic relief with an expansion of the employee retention credit. In March 2021, the Internal Revenue Service (“IRS”) released Notice 2021-20, which retroactively eliminated the restriction that prevented employers who received a PPP loan from qualifying for the Employee Retention Credit (“ERC”), which is a refundable tax credit against certain employment taxes. Upon determination that the employer has complied with all of the conditions required to receive the credit, a receivable is recognized, and the credit reduces payroll expense. In connection with the CARES Act, the Company adopted a policy to recognize the employee retention credit when earned. For the year ended December 31, 2021, we determined that we qualify for the employee retention credit as it relates to wages paid during the twelve months ended December 31, 2020, as well as wages paid during the first, second, and third fiscal quarters of 2021. As a result, we recorded a net benefit of $ 292 292 201

Certain Relationships and Relat

Certain Relationships and Related Transactions	12 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
Certain Relationships and Related Transactions	Note 11— Certain Relationships and Related Transactions Licensing Agreements with the T&B Seminars, Inc On December 23, 2019, we entered into an agreement with T&B Seminars Inc. to develop and operate a seminar style education business (subsequently branded Homemade Investor by Tarek El Moussa As consideration for the licensed rights under the Development Agreement, Holdings agreed to pay T&B base royalty percentages on cash sales of products to persons responding to a branded marketing campaign that uses the licensed intellectual property. Also, as consideration for Tarek El Moussa providing certain marketing support, Holdings agreed to pay T&B marketing royalty percentages on cash sales of products at live events and at online webinars to persons responding to a branded marketing campaign that uses the licensed intellectual property. Furthermore, as consideration for the exclusivity of the rights under the Development Agreement, commencing on the seventh month of the term of the Development Agreement, Holdings agreed that the monthly royalties paid to T&B will not be less than an agreed to amount. The Development Agreement has an initial term of five years and will automatically renew thereafter for successive five-year terms unless either party provides prior written notice of termination no less than 90 days prior to the end of such five-year term. In November 2020, we suspended conducting Homemade Investor by Tarek El Moussa We do not expect to generate significant revenues under this license going forward as we continue to fulfill student contracts.

Capital Stock

Capital Stock	12 Months Ended
	Dec. 31, 2021
Capital Stock
Capital Stock	Note 12— Capital Stock Share Capital Our authorized share capital consists of 200,000,000 0.0001 20,000,000 0.0001 Common Stock As of December 31, 2021, 33,917,697 Holders of Common Stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of Common Stock do not have cumulative voting rights. Directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. The vote of the stockholders of a majority of the stock having voting power present in person or represented by proxy shall be sufficient to decide any questions brought before such meeting, other than the election of directors, unless the question is one upon which by express provision of the statutes or of the Articles of Incorporation, a different vote is required in which case such express provisions shall govern and control the decision of such question. Holders of Common Stock representing ten percent ( 10% Holders of our Common Stock are entitled to share in all dividends that our Board of Directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the Common Stock. The Common Stock has no pre-emptive, subscription or conversion rights and there are no redemption provisions applicable to the Common Stock. In addition, our authorized but unissued common shares could be used by our Board of Directors for defensive purposes against a hostile takeover attempt, including (by way of example) the private placement of shares or the granting of options to purchase shares to persons or entities sympathetic to, or contractually bound to support, management. We have no such present arrangement or understanding with any person. However, our Common Stock have been reserved for issuance upon exercise of stock purchase rights designed to deter hostile takeovers, commonly known as a “poison pill.” On February 15, 2017, we adopted a limited duration Shareholder Rights Plan (the “Plan”). Under the Plan, one preferred stock purchase right will be distributed for each share of common stock held by stockholders of record on March 2, 2017. The rights will trade with the common stock and will not be separable or exercisable until such time as the Plan is triggered. The Plan was scheduled to expire on February 15, 2019, subject to our right to extend such date, unless we redeemed or exchanged earlier or terminated. On November 12, 2018, the Board of Directors approved an amendment to the Rights Agreement dated as of February 16, 2017 by and between us and VStock Transfer LLC (VStock), as Rights Agent (the “Rights Agreement”), to (i) extend the Final Expiration Date, as defined in the Rights Agreement, to the close of business on February 15, 2021, and (ii) to provide for the construction of the Rights Agreement and all other related documents in a manner consistent with the extension of the Final Expiration Date. On November 25, 2019, we entered into an assumption agreement with Broadridge Corporate Issuer Solutions, Inc. (Broadridge), whereby Broadridge assumes the role of Rights Agent under the Rights Agreement, effectively replacing VStock as Rights Agent. On February 12, 2021, the Board of Directors approved an amendment to the Rights Agreement dated as of February 16, 2017 by and between the Company and Broadridge Corporate Issuer Solutions, Inc., successor to VStock, as Rights Agent, to (i) extend the Final Expiration Date, as defined in the Rights Agreement, to the close of business on February 15, 2023, and (ii) to provide for the construction of the Rights Agreement and all other related documents in a manner consistent with the extension of the Final Expiration Date. The extension of the Final Expiration Date under the Rights Agreement was entered into to ensure that the Board of Directors would continue to have sufficient time to consider any proposal from a third party that might result in a change in control of the Company, to ensure that all stockholders receive fair and equal treatment in the event of any such a proposal, and to encourage any potential acquirer to negotiate with the Board of Directors. In addition, extending the Rights Agreement will guard against partial tender offers, open market accumulations and other coercive tactics aimed at gaining control of the Company without paying all stockholders a full control premium for their shares. The Rights Agreement was not amended in response to any specific takeover offer. On November 18, 2021, the Company entered into a Stock Purchase and Option Agreement (the “Purchase Agreement”) with Mayer and Associates, LLC pursuant to which Mayer purchased (i) 1,600,000 shares of common stock of the Company for a total aggregate price of $ 160.00 , or $ .0001 per share and (ii) in exchange for an aggregate purchase price of $ 13,840 , an option to purchase, from time to time, up to an additional 138,400,000 shares of common stock. The Option is exercisable at a per share exercise price of, for the first 18,400,000 option shares, $ 0.0001 , and $ 0.05833 for the remaining option shares. Mayer’s option to purchase the option shares shall expire on November 18, 2023. Mayer’s right to acquire any of the option shares is subject to limitation so that no time may Mayer beneficially on more than 4.99% (or 9.99% under certain circumstances) of the total issued and outstanding shares of Company’s common stock. The option price is subject to adjustments upon the occurrence of certain events as more fully described in the Purchase Agreement. The purchase shares and option shares are subject to piggyback registration rights under the Purchase Agreement. The issuance of the purchase shares and proposed issuance of the option shares have not been registered under the Securities Act of 1933 (The “Securities Act”) in reliance on the exemption. Preferred Stock As of December 31, 2021 and 2020, no Our authorized preferred stock is “blank check” preferred. Accordingly, subject to limitations prescribed by law, our Board is expressly authorized, at its discretion, to adopt resolutions to issue shares of preferred stock of any class or series, to fix the number of shares of any class or series of preferred stock and to change the number of shares constituting any series and to provide for or change the voting powers, designations, preferences and relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof, including dividend rights (including whether the dividends are cumulative), dividend rates, terms of redemption (including sinking fund provisions), redemption prices, conversion rights and liquidation preferences of the shares constituting any series of the preferred stock, in each case without any further action or vote by our stockholders.

Earnings Per Share (_EPS_)

Earnings Per Share (“EPS”)	12 Months Ended
	Dec. 31, 2021
Earnings Per Share [Abstract]
Earnings Per Share (“EPS”)	Note 13— Earnings Per Share (“EPS”) Basic EPS is computed by dividing net income by the basic weighted-average number of shares outstanding during the period. Diluted EPS is computed by dividing net income by the diluted weighted-average number of shares outstanding during the period and, accordingly, reflects the potential dilution that could occur if securities or other agreements to issue common stock, such as stock options, were exercised, settled or converted into common stock and were dilutive. The diluted weighted-average number of shares used in our diluted EPS calculation is determined using the treasury stock method. Unvested awards of share-based payments with rights to receive dividends or dividend equivalents, such as our restricted stock awards, are considered to be participating securities, and therefore, the two-class method is used for purposes of calculating EPS. Under the two-class method, a portion of net income is allocated to these participating securities and is excluded from the calculation of EPS allocated to common stock. Our restricted stock awards are subject to forfeiture and restrictions on transfer until vested and have identical voting, income and distribution rights to the unrestricted common shares outstanding. Our weighted average unvested restricted stock awards outstanding were 1,448,992 153,612 Weighted average unvested restricted stock awards outstanding for the year ended December 31, 2021 were not included in the computation of our diluted EPS, as inclusion would have been anti-dilutive, however for the year ended December 31, 2020, they were included as they would have been dilutive. The calculations of basic and diluted EPS are as follows: Schedule of calculations of basic and diluted EPS Years Ended December 31, 2021 Years Ended December 31, 2020 Net Loss Weighted Average Shares Outstanding Loss Per Share Net Income Weighted Average Shares Outstanding Earnings Per Share (in thousands, except per share data) (in thousands, except per share data) Basic: As reported $ (566 ) 29,187 $ 16,009 23,230 Amounts allocated to unvested restricted shares and warrants — — (106 ) (154 ) Amounts available to common stockholders $ (566 ) 29,187 $ (0.02 ) $ 15,903 23,076 $ 0.69 Diluted: Amounts allocated to unvested restricted shares — — 106 154 Stock warrants — — — — Incremental shares to be issued for convertible note – related party — — — — Amounts reallocated to unvested restricted shares — — (106 ) — Amounts available to stockholders and assumed conversions $ (566 ) 29,187 $ (0.02 ) $ 15,903 23,230 $ 0.68

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 14— Fair Value Measurements ASC 820 “Fair Value Measurements and Disclosures” ASC 820 ASC 820 ASC 820 In accordance with ASC 820 ● Level 1—Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability, including: ● Quoted prices for similar assets or liabilities in active markets ● Quoted prices for identical or similar assets or liabilities in markets that are not active ● Inputs other than quoted prices that are observable for the asset or liability ● Inputs that are derived principally from or corroborated by observable market data by correlation or other means; and ● Level 3—Inputs that are unobservable and reflect our assumptions used in pricing the asset or liability based on the best information available under the circumstances (e.g., internally derived assumptions surrounding the timing and amount of expected cash flows). The Company does not have any financial assets or liabilities measured and recorded at fair value on our consolidated balance sheets on a recurring basis as of December 31, 2021 and 2020. Financial Instruments

Segment Information

Segment Information	12 Months Ended
	Dec. 31, 2021
Segment Reporting [Abstract]
Segment Information	Note 15— Segment Information We manage our business in three segments based on geographic location for which operating managers are responsible to the Chief Executive Officer. These segments include: (i) North America, (ii) United Kingdom, and (iii) Other Foreign Markets. Operating results, as reported below, are reviewed regularly by our Chief Executive Officer, or Chief Operating Decision Maker (“CODM”) and other members of the executive team. The proportion of our total revenue attributable to each segment is as follows: Schedule of Percentage of Total Revenue Years Ended December 31, As a percentage of total revenue 2021 2020 North America 65.1 % 91.1 % U.K. 34.9 % 3.3 % Other foreign markets — % 5.6 % Total consolidated revenue 100.0 % 100.0 % Operating results for the segments are as follows: Schedule of Operating Results for the Segments Years Ended December 31, 2021 2020 Segment revenue (In thousands) North America $ 5,021 $ 23,596 U.K. 2,689 846 Other foreign markets — 1,472 Total consolidated revenue $ 7,710 $ 25,914 Years Ended December 31, 2021 2020 Segment gross profit contribution * (In thousands) North America $ 1,586 $ 15,631 U.K. 2,194 802 Other foreign markets — 1,319 Total consolidated gross profit $ 3,780 $ 17,752 * Segment gross profit is calculated as revenue less direct course expenses, advertising and sales expenses and royalty expense. Schedule of Depreciation and Amortization Expenses Years Ended December 31, 2021 2020 Depreciation and amortization expenses (In thousands) North America $ 2 $ 45 U.K. 2 14 Other foreign markets — — Total consolidated depreciation and amortization expenses $ 4 $ 59 Schedule of Segment Identifiable Assets December 31, December 31, 2021 2020 Segment identifiable assets (In thousands) North America $ 1,348 $ 3,834 U.K. 126 1,266 Other foreign markets 175 192 Total consolidated identifiable assets $ 1,649 $ 5,292 Our long-lived assets in the U.S. were approximately $ 4.0 no no

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 16— Commitments and Contingencies Licensing agreements. We are committed to pay royalties for the usage of certain brands, as governed by various licensing agreements, including T&B Seminars, Inc., and Rich Dad. There were no Purchase commitments There were no purchase commitments made by the Company at December 31, 2021 and 2020, respectively. Litigation. We and certain of our subsidiaries, from time to time, are parties to various legal proceedings, claims and disputes that have arisen in the ordinary course of business. These claims may involve significant amounts, some of which would not be covered by insurance. Tranquility Bay of Pine Island, LLC v. Tigrent, Inc., et al 400 thousand payable in one installment of $ 100 thousand on February 18, 2021 and five quarterly installments of $ 60 thousand commencing on May 19, 2021, which the Company has accrued for within accounts payable as of December 31, 2021, and within accounts payable and other long-term liability for the current and long-term portions as of December 31, 2021, within the Consolidated Balance Sheets. The parties also exchanged mutual releases as part of the Settlement Agreement. The lawsuit was dismissed by order of the Court on January 12, 2021. Through December 31, 2021, the Company has paid $ 280 thousand of the total settlement. In the Matter of Legacy Education Alliance International, Ltd 300 Discontinued Operations 390.6 363 924 In the Matter of Elite Legacy Education UK Ltd 461,459.70 392,761.70 68,698 Other Legal Proceedings. In the Matter of Elite Legacy Education UK Ltd., Proposal for a Company Voluntary Arrangement Mr. Kostiner, our Chairman, Chief Executive Officer, and Interim Principal Financial and Accounting Officer is a named defendant in three legal proceedings which are described below. In Re Argon Credit, LLC, et al., Debtors On December 16, 2016, Argon Credit, LLC and Argon X, LLC (collectively the “Debtors”) filed petitions for relief under chapter 11 of title 11 of the United States Code. On January 11, 2017, Debtors’ bankruptcy cases were converted to chapter 7 cases. On December 14, 2018, the chapter 7 trustee filed an adversary proceeding as case number 18-ap-00948 (the “Bankruptcy Complaint”) against multiple defendants, including Barry Kostiner, asserting claims for aiding and abetting breach of fiduciary duty. As to Mr. Kostiner, the Bankruptcy Complaint alleged that, while an employee of the Debtor, he aided and abetted the former CEO of Argon Credit, Raviv Wolfe, in breaching his fiduciary duties to Argon Credit, by, among other things, knowingly participating in a scheme to funnel assets away from the Debtors and their creditors, double pledging Argon Credit’s assets, and knowingly submitting false or misleading financial reports to the Debtors’ secured lender to conceal the transfer of Argon Credit’s assets. On July 11, 2019, Mr. Kostiner, appearing through counsel, filed an answer denying all allegations against him set forth in the Bankruptcy Complaint. On August 12, 2021, the trustee filed a Motion for the Entry of an Order Pursuant to Bankruptcy Rule 9019 Approving Settlement with Mr. Kostiner. Under the terms of the proposed settlement, Mr. Kostiner would pay the trustee $35,000 in exchange for dismissal with prejudice from the suit and the exchange of mutual releases (the “Proposed Settlement”). Each of the trustee and Mr. Kostiner concluded that the Proposed Settlement was in their respective best interests in light of the contested nature of the Complaint, the costs that both parties would incur in connection with the litigation of same the uncertain outcome from protracted litigation. The trustee argued that the Proposed Settlement was reasonable based upon: (a) the range of potential outcomes taking into account the defenses that Mr. Kostiner could assert; (b) the likelihood of recovering more given Mr. Kostiner’s financial condition; (c) Argon Credit’s director and officers’ liability insurance policy had been exhausted; and (d) the Debtors’ pre-petition lender had recently filed a complaint against many of the parties originally named by the trustee in its adversary proceeding, including Mr. Kostiner, and this action further reduces the likelihood of recovery against Mr. Kostiner, because at a minimum, he will be forced to pay to defend that action. On September 3, 2021, the Bankruptcy Court issued an order approving the settlement, and on November 18, 2021, the Bankruptcy Court issued an order granting the motion to voluntarily dismiss the proceeding against Mr. Kostiner. Fund Recovery Services, LLC v. RBC Capital Markets, LLC, et al. On September 25, 2020, Fund Recovery Services, LLC (“Fund”), as assignee of Princeton Alterative Income Fund, L.P. (“PAIF”) filed a complaint in the above-referenced action asserting a variety of claims against 37 defendants, including Mr. Kostiner. On May 15, 2021, Fund filed an amended complaint against 34 of the defendants, including Mr. Kostiner (the “Amended Complaint”). The claims against Mr. Kostiner in the Amended Complaint include: (i) violation of 18 U.S.C. 1962(2) by the conduct and participation in a RICO enterprise through a pattern of racketeering activity; (ii) violation of 18 U.S.C. 1962(d) by conspiracy to engage in a pattern of racketeering activity; (iii) fraud/intentional misrepresentation; (iv) aiding and abetting fraud/intentional misrepresentation; (v) fraudulent concealment; (vi) aiding and abetting fraudulent concealment; (vii) fraudulent/intentional inducement; (viii) conversion; (ix) aiding and abetting conversion; (x) civil conspiracy; and (xi) tortious interference with contractual relations. The Amended Complaint seeks damages of approximately $240 million jointly and severally against all defendants, together with treble and punitive damages, among other relief. The Amended Complaint, as it pertains to Mr. Kostiner, covers much of the same conduct that is the subject of the Bankruptcy Complaint described above and stems from a transaction that Argon Credit entered into with Spartan Specialty Finance, LLC (“Spartan”). Argon, a consumer finance platform that made high-interest, unsecured loans to credit-impaired borrowers, financed its loans through a revolving credit facility provided by PAIF. Mr. Kostiner was the sole member of Spartan and was also, for a period of time, the Vice President of Capital Markets at Argon. Argon and Spartan entered into an agreement whereby Spartan agreed to purchase a portfolio of loans from Argon. Spartan financed the acquisition by obtaining a loan from Hamilton Funding (“Hamilton”). The Amended Complaint alleges that PAIF had a perfected security interest in the loans that Argon improperly sold to Spartan (which were financed by Hamilton Funding), and that defendants, including Mr. Kostiner, engaged in a scheme to induce PAIF to initially lend funds, later to increase its credit line, and ultimately convert and deprive PAIF of its property by numerous acts of fraud. On July 1, 2021, defendants, including Mr. Kostiner, filed a consolidated motion to dismiss the Amended Complaint in its entirety against them, based on the following arguments: (a) the RICO claims (Counts (1)-(2)) are time-barred; (b) Fund lacks standing to bring Counts 1-11; (c) Fund is collaterally estopped from litigating the issues that are the subject of the Amended Complaint; (d) the allegations in the Amended Complaint fail to satisfy the requirements of Rules 8 and 9(b) of the Federal Rules of Civil Procedure; (e) the Amended Complaint failed to allege a duty sufficient to support its allegations in Counts 1-7; (f) Fund failed to adequately plead the elements of a valid RICO claim; and (g) Fund failed to adequately plead the elements of any of its state law claims (Counts 3-13). This motion is fully briefed and awaits resolution by the Court. On February 22, 2022, PAIF filed a Revised Second Amended Complaint (“RSA Complaint”) against 25 defendants, including Mr. Kostiner. The RSA Complaint incorporates information from witness statements and journal entries from alleged Argon insiders. The claims against Mr. Kostiner in the RSA Complaint include: (i) fraud/intentional misrepresentation; (ii) aiding and abetting fraud/intentional misrepresentation; (iii) fraudulent concealment; (iv) aiding and abetting fraudulent concealment; (v) fraudulent/intentional inducement; (vi) conversion; (vii) aiding and abetting conversion; (viii) civil conspiracy; and (ix) tortious interference with contractual relations. The Amended Complaint seeks damages of approximately $ 240 In re Spartan Specialty Finance I SPV On June 29, 2016, Spartan filed a petition for relief under chapter 11 of title 11 of the United States Code. It did so in order to resolve a loan dispute that it had with Hamilton, including Hamilton’s alleged right to access cash accounts that Spartan had pledged as collateral. On May 26, 2017, the bankruptcy court approved a Stipulation and Agreement Resolving Debtor’s Motion for Use of Cash Collateral and Fixing Amount of Secured Claim, between Hamilton, Spartan, and Mr. Kostiner, in his individual capacity. Spartan’s bankruptcy petition was dismissed as part of the Court’s approval of the Settlement. Except for the actions set forth above, there is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such, and we and our officers and directors have not been subject to any such proceeding in the 12 months preceding the date of this report.

Leases

Leases	12 Months Ended
	Dec. 31, 2021
Leases
Leases	Note 17 - Leases Right-of-Use Assets and Leases Obligations We lease office space and office equipment under non-cancelable operating leases, with terms typically ranging from one to three years, subject to certain renewal options as applicable. We consider those renewal or termination options that are reasonably certain to be exercised in the determination of the lease term and initial measurement of lease liabilities and right-of-use assets. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 We determine whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, we use the rate implicit in the lease to discount lease payments to present value; however, most of our leases do not provide a readily determinable implicit rate. Therefore, we must discount lease payments based on an estimate of its incremental borrowing rate. We do not separate lease and nonlease components of contracts. There are no material residual value guarantees associated with any of our leases. There are no significant restrictions or covenants included in our lease agreements other than those that are customary in such arrangements. Lease Position as of December 31, 2021 The table below presents the lease related assets and liabilities recorded on the Consolidated Balance Sheets as of December 31, 2021 and 2020: Schedule of Lease Related Assets and Liabilities Classification on the December 31, December 31, Balance Sheet Line Balance Sheet 2021 2020 (in thousands) Assets Operating lease assets Operating lease right of use assets $ 20 $ 45 Total lease assets $ 20 $ 45 Liabilities Current liabilities: Operating lease liabilities Current operating lease liabilities $ 20 $ 25 Noncurrent liabilities: Operating lease liabilities Long-term operating lease liabilities $ — $ 20 Total lease liabilities $ 20 $ 45 Lease cost for the year ended December 31, 2021 The table below presents the lease related costs recorded on the Consolidated Statement of Operation and Comprehensive Income for the years ended December 31, 2021 and 2020: Schedule of Operating Lease Cost Years Ended December 31, Lease cost Classification 2021 2020 (in thousands) Operating lease cost General and administrative expenses $ 27 $ 23 Total lease cost $ 27 $ 23 Other Information The table below presents supplemental cash flow information related to leases for the years ended December 31, 2021 and 2020: Schedule of Cash Flow Information Related to Leases Years Ended December 31, 2021 2020 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 27 $ 20 Supplemental non-cash amounts of lease liabilities arising from obtaining right-of-use assets/(decrease) of lease liability due to cancellation of leases $ 1 $ 13 As a result of the sale of Legacy UK, the leases classified as right-of-use assets and as lease liabilities in the amount of $ 2.2 Discontinued Operations”. During the quarter ended September 30, 2020, we cancelled all of our outstanding lease arrangements for office space and equipment. On October 1, 2020, the Company relocated its headquarter to 1490 N.E. Pine Island Road, Suite 5D, Cape Coral, FL 33909 and entered into a two 1,600 32 Lease Terms and Discount Rates The table below presents certain information related to the weighted average remaining lease terms and weighted average discount rates for our operating leases as of December 31, 2021: Schedule of Weighted Average Remaining Lease Terms and Weighted Average Discount Rates December 31, December 31, 2021 2020 Weighted average remaining lease term - operating leases 0.75 1.75 Weighted average discount rate - operating leases 12.00 % 12.00 % Undiscounted Cash Flows The table below reconciles the fixed component of the undiscounted cash flows for each of the first five years and the total remaining years to the operating lease liabilities recorded on the Consolidated Balance Sheet as of December 31, 2021: Schedule of Operating Lease Liabilities Amounts due in Operating Leases (in thousands) 2022 $ 20 2023 — 2024 — Total minimum lease payments 20 Less: effect of discounting 0 Present value of future minimum lease payments 20 Less: current obligations under leases (20 ) Long-term lease obligations $ — There are no lease arrangements where we are the lessor.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 18— Subsequent Events On March 8, 2022, the Company defaulted on the Senior Secured Convertible Debenture to Legacy Tech Partners, LLC in the principal amount of $ 47 9 Short-Term and Long-Term Debt) On March 28, 2022 Legacy Education Alliance International, Ltd, made a motion of Withdrawal of Rejection of Proofs of Debt of (a) Elite Legacy Education UK, Ltd (b) Legacy Education Alliance Holdings, Inc. and (c) Legacy Education Alliance Hong Kong Ltd. A request was made for an extension of April 30, 2022. On March 29, 2022, the First Draw Paycheck Protection Program Note Agreement in the amount of $ 1000 April 24, 2022 April 24, 2025 The Company evaluated subsequent events and transactions that occurred after the consolidated balance sheet date up to March 31, 2022, the date that the financial statements were issued. Other than those listed above above, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Going Concern	Going Concern . The accompanying consolidated financial statements and notes have been prepared assuming we will continue as a going concern. For the years ended December 31, 2021 and December 31, 2020, respectively, we had an accumulated deficit and a working capital deficit. These circumstances raise substantial doubt as to our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate profits by expanding current operations as well as reducing our costs and increasing our operating margins, and to sustain adequate working capital to finance our operations. The failure to achieve the necessary levels of profitability and cash flows would be detrimental to us. The consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
Use of Estimates	Use of Estimates
Cash and cash equivalents	Cash and cash equivalents
Restricted cash	Restricted cash
Deposits with credit card processors	Deposits with credit card processors The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts in the consolidated cash flow statements: Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash December 31, December 31, 2021 2020 (in thousands) Cash and cash equivalents $ 576 $ 1,500 Restricted cash 374 1,180 Total cash, cash equivalents, and restricted cash shown in the cash flow statement $ 950 $ 2,680
Financial Instruments	Financial Instruments
Inventory	Inventory
Property, equipment and Impairment of long-lived assets	Property, equipment and Impairment of long-lived assets Schedule of Estimated Useful Lives of Assets Building 40 years Residential rental properties 27.5 Furniture, fixtures and equipment 3 7 years Purchased software 3 years Residential rental properties generate monthly income from individual tenants. Income from these properties is recognized and included in other income. We no longer have any residential rental properties as these were transferred to the administrators in the UK in December 2020 (See Note 5– Property and Equipment Leasehold improvements are amortized over the shorter of the estimated useful asset life or the remaining term of the applicable lease. In accordance with U.S. GAAP, we evaluate the carrying amount of our long-lived assets such as property and equipment, and finite-lived intangible assets subject to amortization for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by the comparison of its carrying amount with the future net cash flows the asset is expected to generate. We look primarily to the undiscounted future cash flows in the assessment of whether or not long-lived assets have been impaired. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset. Other assets included our residential investment property. On January 17, 2020, we sold this property for $ 390.6 thousand and recognized a gain of $ 33.1 thousand, within Other income in the Consolidated Statements of Operations and Comprehensive Income. The proceeds were held in escrow until December 8, 2020, when they used to pay the joint liquidators of LEA UK as payment of intercompany debts (see “Litigation” “Commitments and Contingencies”
Convertible Instruments	Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities” Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt.
Stock Warrants	Stock Warrants The Company accounts for stock warrants as equity in accordance with ASC 480 – Distinguishing Liabilities from Equity ASC 815 – Derivatives and Hedging
Revenue recognition	Revenue recognition We recognize revenue when our customers obtain control of promised goods or services, in an amount that reflects the consideration which we expect to receive in exchange for those goods or services, in accordance with Topic 606. Revenue amounts presented in our consolidated financial statements are recognized net of sales tax, value-added taxes, and other taxes. In the normal course of business, we recognize revenue based on the customers’ attendance of the course, mentoring training, coaching session or delivery of the software, data or course materials on-line. After a customer contract expires, we record breakage revenue less a reserve for cases where we allow a customer to attend after expiration. We had deferred revenue of $ 4.4 10.4 The following tables disaggregate our segment revenue by revenue source: Schedule of Segment Revenue Revenue Type: North America U.K. Other foreign markets Total Consolidated Revenue North America U.K. Other foreign markets Total Consolidated Revenue Years Ended December 31, 2021 Years Ended December 31, 2020 Revenue Type: North America U.K. Other foreign markets Total Consolidated Revenue North America U.K. Other foreign markets Total Consolidated Revenue (In thousands) (In thousands) Seminars $ 4,564 $ 880 $ — $ 5,444 $ 16,353 $ 245 $ 1,406 $ 18,004 Products 199 — — 199 478 — — 478 Coaching and Mentoring — — — — 1,050 — 3 1,053 Online and Subscription 76 — — 76 1,421 — 40 1,461 Other 182 1,809 — 1,991 4,294 601 23 4,918 Total revenue $ 5,021 $ 2,689 $ — $ 7,710 $ 23,596 $ 846 $ 1,472 $ 25,914
Deferred course expenses	Deferred course expenses
Advertising expenses	Advertising expenses
Income taxes	Income taxes Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements and prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, disclosures and transition.
Foreign currency translation	Foreign currency translation Foreign Currency Translation
Share-based compensation	Share-based compensation . We account for share-based awards under the provisions of ASC 718, “ Compensation—Stock Compensation Share-Based Compensation
Comprehensive income	Comprehensive income
Discontinued operations	Discontinued operations . ASC 205-20-45, “Presentation of Financial Statements Discontinued Operations” Discontinued Operations
New Accounting Pronouncements	New Accounting Pronouncements We have implemented all new accounting pronouncements that are in effect and that management believes would materially affect our financial statements. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06 – Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) – Accounting for Convertible Instruments Contracts in an Entity’s Own Equity In March 2021, the FASB issued ASU 2021-04, “Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The amendments provide optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The application of this guidance will not have a material impact on our financial statements.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash	The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts in the consolidated cash flow statements: Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash December 31, December 31, 2021 2020 (in thousands) Cash and cash equivalents $ 576 $ 1,500 Restricted cash 374 1,180 Total cash, cash equivalents, and restricted cash shown in the cash flow statement $ 950 $ 2,680
Schedule of Estimated Useful Lives of Assets	Schedule of Estimated Useful Lives of Assets Building 40 years Residential rental properties 27.5 Furniture, fixtures and equipment 3 7 years Purchased software 3 years
Schedule of Segment Revenue	The following tables disaggregate our segment revenue by revenue source: Schedule of Segment Revenue Revenue Type: North America U.K. Other foreign markets Total Consolidated Revenue North America U.K. Other foreign markets Total Consolidated Revenue Years Ended December 31, 2021 Years Ended December 31, 2020 Revenue Type: North America U.K. Other foreign markets Total Consolidated Revenue North America U.K. Other foreign markets Total Consolidated Revenue (In thousands) (In thousands) Seminars $ 4,564 $ 880 $ — $ 5,444 $ 16,353 $ 245 $ 1,406 $ 18,004 Products 199 — — 199 478 — — 478 Coaching and Mentoring — — — — 1,050 — 3 1,053 Online and Subscription 76 — — 76 1,421 — 40 1,461 Other 182 1,809 — 1,991 4,294 601 23 4,918 Total revenue $ 5,021 $ 2,689 $ — $ 7,710 $ 23,596 $ 846 $ 1,472 $ 25,914

Discontinued Operations (Tables

Discontinued Operations (Tables)	12 Months Ended
	Dec. 31, 2021
Discontinued Operations and Disposal Groups [Abstract]
Schedule of Financial Results of Discontinued Operation	The major classes of assets and liabilities of the entities classified as discontinued operations were as follows: Schedule of Financial Results of Discontinued Operation December 31, December 31, 2021 2020 (in thousands) Major classes of assets Cash and cash equivalents $ — $ 14 Deferred course expenses — 806 Discontinued operations-current assets — 820 Other assets 33 34 Total major classes of assets - discontinued operations $ 33 $ 854 Major classes of liabilities Accounts payable $ 3,638 $ 3,698 Accrued course expenses 587 593 Other accrued expenses 439 1,582 Deferred revenue 5,181 5,413 Total major classes of liabilities - discontinued operations $ 9,845 $ 11,286 The financial results of the discontinued operations are as follows: 2021 2020 Years Ended December 31, 2021 2020 (in thousands) Revenue $ 40 $ 8,247 Total operating costs and expenses 907 2,910 Income (loss) from discontinued operations (867 ) 5,337 Other income (expense), net (80 ) 2 Income tax benefit (expense) 1,118 (1,075 ) Net income from discontinued operations $ 171 $ 4,264

Property and Equipment (Tables)

Property and Equipment (Tables)	12 Months Ended
	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment	Property and equipment consists of the following (in thousands): Schedule of Property and Equipment 2021 2020 As of December 31, 2021 2020 Land $ — $ — Building and residential properties — — Software — — Equipment 234 234 Furniture and fixtures — — Building and leasehold improvements — — Property and equipment 234 234 Less: accumulated depreciation (234 ) (230 ) Property and equipment, net $ — $ 4

Short-Term and Long-Term Debt (

Short-Term and Long-Term Debt (Tables)	12 Months Ended
	Dec. 31, 2021
Debt Disclosure [Abstract]
Schedule of Long-term Debt	Schedule of Long-term Debt (in thousands) As of December 31, 2021 As of December 31, 2020 Senior Secured Convertible Debenture 500 Debt Discount (467 ) — Senior Secured Convertible Debenture, net 33 — Paycheck Protection Program loan 1,000 1,900 Paycheck Protection Program loan 2 1,900 — IPFS Insurance Premium Note Payable 11 — Total debt 2,944 1,900 Less current portion of long-term debt (1,011 ) — Total long-term debt, net of current portion $ 1,933 $ 1,900
Schedule of Short-term Related Party Debt	Schedule of Short-term Related Party Debt (in thousands) As of December 31, 2021 As of December 31, 2020 Senior Secured Convertible Debenture - related party $ 346 $ — Debt Discount-related party (204 ) Senior Secured Convertible Debenture - related party, net 142 $ —
Schedule of Debt Maturities	The following is a summary of scheduled debt maturities by year (in thousands): Schedule of Debt Maturities 2022 $ 1,153 2023 — 2024 — 2025 — 2026 1,933 Thereafter — Total debt $ 3,086

Stock Warrants (Tables)

Stock Warrants (Tables)	12 Months Ended
	Dec. 31, 2021
Stock Warrants
Schedule of Warrant Activities	A summary of the warrant activities for the year ended December 31, 2021, is as follows: Schedule of Warrant Activities Warrants Outstanding Number of Weighted Weighted Aggregate 1 Balance as of January 1, 2021 — — — — Granted 7,083,500 $ 0.05 — — Balance as of December 31, 2021 7,083,500 $ 0.05 4.3 79 Exercisable as of December 31, 2021 7,083,500 $ 0.05 4.3 79 1 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $ 0.0612

Share-Based Compensation (Table

Share-Based Compensation (Tables)	12 Months Ended
	Dec. 31, 2021
Share-based Payment Arrangement [Abstract]
Schedule of Restricted Shares Activities	The following table reflects the activity of the restricted shares: Schedule of Restricted Shares Activities Restricted Stock Activity (in thousands) Number of shares Weighted average grant date value Unvested at December 31, 2019 456 $ 0.25 Granted 180 0.08 Forfeited (64 ) 0.28 Vested (480 ) 0.20 Unvested at December 31, 2020 92 $ 0.11 Granted 2,900 0.07 Forfeited (945 ) 0.06 Vested (1,257 ) 0.08 Unvested at December 31, 2021 790 $ 0.06

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Schedule of Income Tax Provision	Our sources of income (loss) and income tax provision (benefit) are as follows (in thousands): Schedule of Income Tax Provision 2021 2020 Years ended December 31, 2021 2020 Income/(loss) from continuing operations before income taxes: U.S. $ (1,211 ) $ 12,367 Non-U.S. 1,190 2,261 Total income/(loss) from continuing operations before income taxes: $ (21 ) $ 14,628 Provision (benefit) for taxes: Current: Federal $ (887 ) $ 2,037 State 244 347 Non-U.S. — 81 Total current (643 ) 2,465 Deferred: Federal 1,139 126 State 220 5 Non-U.S. — 287 Total deferred 1,359 418 Noncurrent Federal — — State — — Non-U.S. — — Total noncurrent — — Total income tax expense $ 716 $ 2,883 Effective income tax rate (3,409.5 )% 19.7 %
Schedule of Difference in Tax Provision	The difference between the tax provision at the statutory federal income tax rate and the tax provision attributable to income (loss) from continuing operations before income taxes is as follows (in thousands): Schedule of Difference in Tax Provision 2021 2020 Years ended December 31, 2021 2020 Computed expected federal tax benefit (expense) $ (4 ) $ 3,072 (Decrease) Increase in valuation allowance - (1,098 ) State income, net of federal benefit 367 278 Non-U.S. income taxed at different rates (196 ) 322 Intercompany Gain 738 — Unrecognized tax benefits — 309 Other (189 ) — Income tax expense $ 716 $ 2,883
Schedule of Deferred Tax Assets and Liabilities	Schedule of Deferred Tax Assets and Liabilities 2021 2020 As of December 31, 2021 2020 Deferred tax assets: Net operating losses $ 136 $ 3,648 Depreciation — (1 ) Valuation allowance — (3,622 ) Total deferred tax assets $ 136 $ 25 Deferred tax liabilities: Deferred course expenses $ (34 ) $ (159 ) Intercompany Debts (1,595 ) — Total deferred tax liabilities (1,629 ) (159 ) Net deferred tax asset (liability) $ (1,493 ) $ (134 )
Schedule of Unrecognized Tax Benefits	The following is a tabular reconciliation of the total amounts of unrecognized tax benefits: Schedule of Unrecognized Tax Benefits As of December 31, 2021 2020 Unrecognized tax benefits - January 1 $ 309 $ 309 Gross increases - tax positions in prior period — — Gross decreases - tax positions in prior period — — Unrecognized tax benefits - December 31 $ 309 $ 309
Schedule of Liability for Unrecognized Tax Benefits	Schedule of Liability for Unrecognized Tax Benefits 2021 2020 As of December 31, 2021 2020 Reduction of net operating loss carryforwards $ — $ — Noncurrent tax liability (reflected in Other long-term liabilities) 309 309 Total liability for unrecognized tax benefits $ 309 $ 309

Earnings Per Share (_EPS_) (Tab

Earnings Per Share (“EPS”) (Tables)	12 Months Ended
	Dec. 31, 2021
Earnings Per Share [Abstract]
Schedule of calculations of basic and diluted EPS	The calculations of basic and diluted EPS are as follows: Schedule of calculations of basic and diluted EPS Years Ended December 31, 2021 Years Ended December 31, 2020 Net Loss Weighted Average Shares Outstanding Loss Per Share Net Income Weighted Average Shares Outstanding Earnings Per Share (in thousands, except per share data) (in thousands, except per share data) Basic: As reported $ (566 ) 29,187 $ 16,009 23,230 Amounts allocated to unvested restricted shares and warrants — — (106 ) (154 ) Amounts available to common stockholders $ (566 ) 29,187 $ (0.02 ) $ 15,903 23,076 $ 0.69 Diluted: Amounts allocated to unvested restricted shares — — 106 154 Stock warrants — — — — Incremental shares to be issued for convertible note – related party — — — — Amounts reallocated to unvested restricted shares — — (106 ) — Amounts available to stockholders and assumed conversions $ (566 ) 29,187 $ (0.02 ) $ 15,903 23,230 $ 0.68

Segment Information (Tables)

Segment Information (Tables)	12 Months Ended
	Dec. 31, 2021
Segment Reporting [Abstract]
Schedule of Percentage of Total Revenue	The proportion of our total revenue attributable to each segment is as follows: Schedule of Percentage of Total Revenue Years Ended December 31, As a percentage of total revenue 2021 2020 North America 65.1 % 91.1 % U.K. 34.9 % 3.3 % Other foreign markets — % 5.6 % Total consolidated revenue 100.0 % 100.0 %
Schedule of Operating Results for the Segments	Operating results for the segments are as follows: Schedule of Operating Results for the Segments Years Ended December 31, 2021 2020 Segment revenue (In thousands) North America $ 5,021 $ 23,596 U.K. 2,689 846 Other foreign markets — 1,472 Total consolidated revenue $ 7,710 $ 25,914 Years Ended December 31, 2021 2020 Segment gross profit contribution * (In thousands) North America $ 1,586 $ 15,631 U.K. 2,194 802 Other foreign markets — 1,319 Total consolidated gross profit $ 3,780 $ 17,752 * Segment gross profit is calculated as revenue less direct course expenses, advertising and sales expenses and royalty expense.
Schedule of Depreciation and Amortization Expenses	Schedule of Depreciation and Amortization Expenses Years Ended December 31, 2021 2020 Depreciation and amortization expenses (In thousands) North America $ 2 $ 45 U.K. 2 14 Other foreign markets — — Total consolidated depreciation and amortization expenses $ 4 $ 59
Schedule of Segment Identifiable Assets	Schedule of Segment Identifiable Assets December 31, December 31, 2021 2020 Segment identifiable assets (In thousands) North America $ 1,348 $ 3,834 U.K. 126 1,266 Other foreign markets 175 192 Total consolidated identifiable assets $ 1,649 $ 5,292

Leases (Tables)

Leases (Tables)	12 Months Ended
	Dec. 31, 2021
Leases
Schedule of Lease Related Assets and Liabilities	The table below presents the lease related assets and liabilities recorded on the Consolidated Balance Sheets as of December 31, 2021 and 2020: Schedule of Lease Related Assets and Liabilities Classification on the December 31, December 31, Balance Sheet Line Balance Sheet 2021 2020 (in thousands) Assets Operating lease assets Operating lease right of use assets $ 20 $ 45 Total lease assets $ 20 $ 45 Liabilities Current liabilities: Operating lease liabilities Current operating lease liabilities $ 20 $ 25 Noncurrent liabilities: Operating lease liabilities Long-term operating lease liabilities $ — $ 20 Total lease liabilities $ 20 $ 45
Schedule of Operating Lease Cost	The table below presents the lease related costs recorded on the Consolidated Statement of Operation and Comprehensive Income for the years ended December 31, 2021 and 2020: Schedule of Operating Lease Cost Years Ended December 31, Lease cost Classification 2021 2020 (in thousands) Operating lease cost General and administrative expenses $ 27 $ 23 Total lease cost $ 27 $ 23
Schedule of Cash Flow Information Related to Leases	The table below presents supplemental cash flow information related to leases for the years ended December 31, 2021 and 2020: Schedule of Cash Flow Information Related to Leases Years Ended December 31, 2021 2020 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 27 $ 20 Supplemental non-cash amounts of lease liabilities arising from obtaining right-of-use assets/(decrease) of lease liability due to cancellation of leases $ 1 $ 13
Schedule of Weighted Average Remaining Lease Terms and Weighted Average Discount Rates	The table below presents certain information related to the weighted average remaining lease terms and weighted average discount rates for our operating leases as of December 31, 2021: Schedule of Weighted Average Remaining Lease Terms and Weighted Average Discount Rates December 31, December 31, 2021 2020 Weighted average remaining lease term - operating leases 0.75 1.75 Weighted average discount rate - operating leases 12.00 % 12.00 %
Schedule of Operating Lease Liabilities	The table below reconciles the fixed component of the undiscounted cash flows for each of the first five years and the total remaining years to the operating lease liabilities recorded on the Consolidated Balance Sheet as of December 31, 2021: Schedule of Operating Lease Liabilities Amounts due in Operating Leases (in thousands) 2022 $ 20 2023 — 2024 — Total minimum lease payments 20 Less: effect of discounting 0 Present value of future minimum lease payments 20 Less: current obligations under leases (20 ) Long-term lease obligations $ —

Business Description and Basi_2

Business Description and Basis of Presentation (Details Narrative)	12 Months Ended
	Dec. 31, 2021Segments
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of operating segments	3

Schedule of Reconciliation of C

Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Cash and cash equivalents	$ 576	$ 1,500
Restricted cash	374	1,180
Total cash, cash equivalents, and restricted cash shown in the cash flow statement	$ 950	$ 2,680

Schedule of Estimated Useful Li

Schedule of Estimated Useful Lives of Assets (Details)	12 Months Ended
	Dec. 31, 2021
Building [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	40 years
Residential Rental Properties [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	27 years 6 months
Furniture and Fixtures [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years
Furniture and Fixtures [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	7 years
Software and Software Development Costs [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years

Schedule of Segment Revenue (De

Schedule of Segment Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Product Information [Line Items]
Total revenue	$ 7,710	$ 25,914
Seminars [Member]
Product Information [Line Items]
Total revenue	5,444	18,004
Product [Member]
Product Information [Line Items]
Total revenue	199	478
Coaching And Mentoring [Member]
Product Information [Line Items]
Total revenue		1,053
Online And Subscription [Member]
Product Information [Line Items]
Total revenue	76	1,461
Other [Member]
Product Information [Line Items]
Total revenue	1,991	4,918
North America [Member]
Product Information [Line Items]
Total revenue	5,021	23,596
North America [Member] | Seminars [Member]
Product Information [Line Items]
Total revenue	4,564	16,353
North America [Member] | Product [Member]
Product Information [Line Items]
Total revenue	199	478
North America [Member] | Coaching And Mentoring [Member]
Product Information [Line Items]
Total revenue		1,050
North America [Member] | Online And Subscription [Member]
Product Information [Line Items]
Total revenue	76	1,421
North America [Member] | Other [Member]
Product Information [Line Items]
Total revenue	182	4,294
UNITED KINGDOM
Product Information [Line Items]
Total revenue	2,689	846
UNITED KINGDOM | Seminars [Member]
Product Information [Line Items]
Total revenue	880	245
UNITED KINGDOM | Product [Member]
Product Information [Line Items]
Total revenue
UNITED KINGDOM | Coaching And Mentoring [Member]
Product Information [Line Items]
Total revenue
UNITED KINGDOM | Online And Subscription [Member]
Product Information [Line Items]
Total revenue
UNITED KINGDOM | Other [Member]
Product Information [Line Items]
Total revenue	1,809	601
Other Foreign Markets [Member]
Product Information [Line Items]
Total revenue		1,472
Other Foreign Markets [Member] | Seminars [Member]
Product Information [Line Items]
Total revenue		1,406
Other Foreign Markets [Member] | Product [Member]
Product Information [Line Items]
Total revenue
Other Foreign Markets [Member] | Coaching And Mentoring [Member]
Product Information [Line Items]
Total revenue		3
Other Foreign Markets [Member] | Online And Subscription [Member]
Product Information [Line Items]
Total revenue		40
Other Foreign Markets [Member] | Other [Member]
Product Information [Line Items]
Total revenue		$ 23

Significant Accounting Polici_4

Significant Accounting Policies (Details Narrative) - USD ($)	Jan. 17, 2020	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Proceeds from Sale of Property, Plant, and Equipment	$ 390,600		$ 2,500,000
Gain (Loss) on Disposition of Property Plant Equipment	$ 33,100		1,735,000
Description of deferred revenue recognized		We had deferred revenue of $4.4 million and $10.4 million related to contractual commitments with customers where the performance obligation will be satisfied over time, which ranges from one to two years as of December 31, 2021 and 2020, respectively.
Deferred revenue		$ 4,438,000	$ 10,382,000

Concentration Risk (Details Nar

Concentration Risk (Details Narrative) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Concentration Risk [Line Items]
Cash balances without FDIC	$ 0	$ 0.8
Revenue Benchmark [Member] | Revenue from Rights Concentration Risk [Member] | Rich Dad brands [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	55.80%	70.70%

Schedule of Financial Results o

Schedule of Financial Results of Discontinued Operation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Discontinued Operations and Disposal Groups [Abstract]
Cash and cash equivalents		$ 14
Deferred course expenses		806
Discontinued operations-current assets		820
Other assets	33	34
Total major classes of assets - discontinued operations	33	854
Accounts payable	3,638	3,698
Accrued course expenses	587	593
Other accrued expenses	439	1,582
Deferred revenue	5,181	5,413
Total major classes of liabilities - discontinued operations	9,845	11,286
Revenue	40	8,247
Total operating costs and expenses	907	2,910
Income (loss) from discontinued operations	(867)	5,337
Other income (expense), net	(80)	2
Income tax benefit (expense)	1,118	(1,075)
Net income from discontinued operations	$ 171	$ 4,264

Discontinued Operations (Detail

Discontinued Operations (Details Narrative) £ in Thousands	1 Months Ended
	Nov. 26, 2019GBP (£)
Legacy UK [Member]
Proceeds from sale of assets and deferred revenue	£ 300

Schedule of Property and Equipm

Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property and equipment	$ 234	$ 234
Less: accumulated depreciation	(234)	(230)
Property and equipment, net		4
Land [Member]
Property, Plant and Equipment [Line Items]
Property and equipment
Building and residential properties [Member]
Property, Plant and Equipment [Line Items]
Property and equipment
Software [Member]
Property, Plant and Equipment [Line Items]
Property and equipment
Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	234	234
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment
Building and leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment

Property and Equipment (Details

Property and Equipment (Details Narrative) £ in Thousands	Dec. 08, 2020USD ($)	Dec. 08, 2020GBP (£)	Jan. 17, 2020USD ($)	Oct. 01, 2020USD ($)	Dec. 31, 2021USD ($)	Dec. 31, 2020USD ($)	Dec. 31, 2020GBP (£)
Property, Plant and Equipment [Line Items]
Proceeds from sale of assets			$ 390,600			$ 2,500,000
Depreciation expense					$ 4,000	59,000
Real property and improvements [Member]
Property, Plant and Equipment [Line Items]
Proceeds from sale of assets				$ 2,500,000
Gain from sale of assets						1,540,000
Residential properties [Member]
Property, Plant and Equipment [Line Items]
Gain from sale of assets						$ 126,000	£ 96
Property, Plant and Equipment, Transfers and Changes	$ 363,000	£ 291

Schedule of Long-term Debt (Det

Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Total debt	$ 2,944	$ 1,900
Less current portion of long-term debt	(1,011)
Total long-term debt, net of current portion	1,933	1,900
Senior Secured Convertible Debenture [Member]
Debt Instrument [Line Items]
Senior Secured Convertible Debenture	500
Debt Discount	(467)
Senior Secured Convertible Debenture, net	33
Paycheck Protection Program Loan [Member]
Debt Instrument [Line Items]
Total debt	1,000	1,900
Paycheck Protection Program Loan 2 [Member]
Debt Instrument [Line Items]
Total debt	1,900
IPFS Insurance Premium Note Payable [Member]
Debt Instrument [Line Items]
Total debt	$ 11

Schedule of Short-term Related

Schedule of Short-term Related Party Debt (Details) - Senior Secured Convertible Debenture [Member] - Related Party [Member] - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Short-term Debt [Line Items]
Senior Secured Convertible Debenture - related party	$ 346
Debt Discount-related party	(204)
Senior Secured Convertible Debenture, net	$ 142

Schedule of Debt Maturities (De

Schedule of Debt Maturities (Details) $ in Thousands	Dec. 31, 2021USD ($)
Debt Disclosure [Abstract]
2022	$ 1,153
2023
2024
2025
2026	1,933
Thereafter
Total debt	$ 3,086

Short-Term and Long-Term Debt_2

Short-Term and Long-Term Debt (Details Narrative) - USD ($)

Oct. 15, 2021

Aug. 27, 2021

Aug. 04, 2021

May 04, 2021

Oct. 27, 2021

Aug. 27, 2021

Jul. 30, 2021

Apr. 20, 2021

Apr. 27, 2020

Sep. 30, 2021

Dec. 31, 2021

Dec. 31, 2020

Mar. 28, 2022

Mar. 10, 2021

Mar. 08, 2021

Debt Instrument [Line Items]

Share Price

$ 0.0612

Additional Paid in Capital

$ 13,161,000

$ 11,564,000

Amortization of Debt Discount (Premium)

453,000

GLD Debenture [Member]

Debt Instrument [Line Items]

Vested shares of common stock

315,000

Number of common stock received

315,000

Premium Finance Agreement [Member]

Debt Instrument [Line Items]

Interest rate

5.55%

Debt instrument term

10 months

Insurance coverage amount

$ 26,000

Outstanding insurance amount

$ 11,000

Restricted Stock [Member]

Debt Instrument [Line Items]

Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period

2,900,000

180,000

Warrant [Member]

Debt Instrument [Line Items]

Warrants and Rights Outstanding, Maturity Date

May 4, 2026

Share Price

$ 0.05

LTP Debenture [Member]

Debt Instrument [Line Items]

Amortization of Debt Discount (Premium)

$ 38,000

LTP Debenture [Member] | Subsequent Event [Member]

Debt Instrument [Line Items]

Debt instrument unconverted amount

$ 46,000

Accrued interest

$ 9,000

LTP Debenture [Member] | Legacy Tech Partners, LLC [Member]

Debt Instrument [Line Items]

Interest rate

10.00%

Principal balance

$ 300,000

$ 300,000

$ 200,000

$ 300,000

$ 375,000

Debt Instrument, Convertible, Conversion Price

$ 0.05

Proceeds from secured debt

$ 100,000

$ 314,000

Legal Fees

61,000

Warrants Exercise Price prcentage.

19.90%

Debt Conversion, Original Debt, Amount

$ 330,000

Debt Conversion, Converted Instrument, Shares Issued

6,600,000

Additional Paid in Capital

375,000

Beneficial conversion feature

$ 228,000

375,000

Amortization of Debt Discount (Premium)

$ 361,000

LTP Debenture [Member] | Legacy Tech Partners, LLC [Member] | Maximum [Member]

Debt Instrument [Line Items]

Principal balance

1,000,000

1,000,000

LTP Debenture [Member] | Legacy Tech Partners, LLC [Member] | Minimum [Member]

Debt Instrument [Line Items]

Principal balance

$ 675,000

$ 675,000

LTP Debenture [Member] | Legacy Tech Partners, LLC [Member] | Prior to March 31, 2022 [Member]

Debt Instrument [Line Items]

[custom:AdditionalBorrowingLimit-0]

$ 625,000

LTP Debenture [Member] | Legacy Tech Partners, LLC [Member] | Prior to March 8, 2024 [Member]

Debt Instrument [Line Items]

[custom:AdditionalBorrowingLimit-0]

$ 4,000

LTP Debenture [Member] | Legacy Tech Partners, LLC [Member] | Warrant [Member]

Debt Instrument [Line Items]

Debt Instrument, Convertible, Conversion Price

$ 0.05

Warrants and Rights Outstanding, Maturity Date

Mar. 8, 2026

LTP Debenture [Member] | Legacy Tech Partners, LLC [Member] | Common Stock [Member]

Debt Instrument [Line Items]

Share Price

$ 0.155

Subordinated Debenture [Member] | Michel Botbol [Member]

Debt Instrument [Line Items]

Interest rate

10.00%

Principal balance

$ 25,000

Debt Instrument, Convertible, Conversion Price

$ 0.05

Warrants Exercise Price prcentage.

19.90%

Debt Conversion, Converted Instrument, Shares Issued

500,000

Amortization of Debt Discount (Premium)

21,000

GLD Debenture [Member] | Restricted Stock [Member]

Debt Instrument [Line Items]

Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period

150,000

GLD Debenture [Member] | GLD Legacy Holdings LLC [Member]

Debt Instrument [Line Items]

Maturity date

Aug. 27, 2026

Interest rate

10.00%

10.00%

Principal balance

$ 500,000

$ 500,000

Debt Instrument, Convertible, Conversion Price

$ 0.0005

$ 0.0005

Proceeds from secured debt

485,200

Legal Fees

$ 14,800

Warrants Exercise Price prcentage.

19.90%

19.90%

Additional Paid in Capital

$ 500,000

Beneficial conversion feature

500,000

Amortization of Debt Discount (Premium)

33,300

GLD Debenture [Member] | GLD Legacy Holdings LLC [Member] | Prior to December 31, 2023 [Member]

Debt Instrument [Line Items]

[custom:AdditionalBorrowingLimit-0]

$ 500,000

$ 500,000

GLD Debenture [Member] | GLD Legacy Holdings LLC [Member] | Warrant [Member]

Debt Instrument [Line Items]

Warrants and Rights Outstanding, Maturity Date

Aug. 27, 2026

Aug. 27, 2026

Share Price

$ 0.05

$ 0.05

GLD Debenture [Member] | GLD Legacy Holdings LLC [Member] | Common Stock [Member]

Debt Instrument [Line Items]

Share Price

$ 0.10

$ 0.10

First Draw PPP Loan [Member]

Debt Instrument [Line Items]

Proceeds from loans

$ 1,899,832

Maturity date

Apr. 24, 2022

Apr. 24, 2022

Interest rate

1.00%

Principal balance

$ 1,000,000

Interest paid

2,500

First Draw PPP Loan [Member] | Principal [Member]

Debt Instrument [Line Items]

Debt forgiveness

900,000

First Draw PPP Loan [Member] | Interest [Member]

Debt Instrument [Line Items]

Debt forgiveness

$ 11,000

Second Draw PPP Loan [Member]

Debt Instrument [Line Items]

Proceeds from loans

$ 1,899,832

Interest rate

1.00%

Principal balance

$ 1,900,000

Debt instrument term

60 months

Schedule of Warrant Activities

Schedule of Warrant Activities (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021USD ($)$ / sharesshares
Stock Warrants
Number of Shares, Beginning | shares
Weighted Average Exercise Price, Beginning | $ / shares
Aggregate Intrinsic Value, Beginning | $
Number of Shares, Granted | shares	7,083,500
Weighted Average Exercise Price, Granted | $ / shares	$ 0.05
Number of Shares, Ending | shares	7,083,500
Weighted Average Exercise Price, Ending | $ / shares	$ 0.05
Weighted Average Remaining Contractual Term in Years	4 years 3 months 18 days
Aggregate Intrinsic Value, Ending | $	$ 79	[1]
Number of Shares, Exercisable | shares	7,083,500
Weighted Average Exercise Price, Exercisable | $ / shares	$ 0.05
Weighted Average Remaining Contractual Term in Years, Exercisable	4 years 3 months 18 days
Aggregate Intrinsic Value, Exercisable | $	$ 79	[1]
[1]	The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $ 0.0612

Schedule of Warrant Activitie_2

Schedule of Warrant Activities (Details) (Parenthitical)	Dec. 31, 2021$ / shares
Stock Warrants
Common stock, price	$ 0.0612

Stock Warrants (Details Narrati

Stock Warrants (Details Narrative) - USD ($)	Jun. 11, 2021	May 04, 2021
M Botbol [Member]
Defined Benefit Plan Disclosure [Line Items]
Debt Conversion, Converted Instrument, Warrants or Options Issued		500,000
Debt Instrument, Interest Rate During Period		10.00%
Debt Conversion, Converted Instrument, Amount		$ 25,000
Debt Instrument, Convertible, Conversion Price		$ 0.05
Legacy Tech Partners LLC LTP [Member]
Defined Benefit Plan Disclosure [Line Items]
Debt Conversion, Converted Instrument, Warrants or Options Issued	6,583,500
Debt Instrument, Interest Rate During Period	10.00%
Debt Conversion, Converted Instrument, Amount	$ 330,000
Debt Instrument, Convertible, Conversion Price	$ 0.05

Schedule of Restricted Shares A

Schedule of Restricted Shares Activities (Details) - Restricted Stock [Member] - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares, unvested, beginning	92	456
Weighted average grant date value, unvested, beginning	$ 0.11	$ 0.25
Number of shares, unvested, granted	2,900	180
Weighted average grant date value, granted	$ 0.07	$ 0.08
Number of shares, unvested, forfeited	(945)	(64)
Weighted average grant date value, forfeited	$ 0.06	$ 0.28
Number of shares, unvested, vested	(1,257)	(480)
Weighted average grant date value, vested	$ 0.08	$ 0.20
Number of shares, unvested, ending	790	92
Weighted average grant date value, unvested, ending	$ 0.06	$ 0.11

Share-Based Compensation (Detai

Share-Based Compensation (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Jul. 16, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares Issued, Shares, Share-based Payment Arrangement, Forfeited	945,000
Unrecognized compensation expense	$ 50,000	$ 10,000
Weighted average period	2 years 3 months 18 days
Stock based compensation expense	$ 122,000	$ 23,000
2015 Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock shares reserved for future reserve			5,000,000
2015 Incentive Plan [Member] | Board of Directors [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period	550,000
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased	$ 0.06
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value	$ 34,700
2015 Incentive Plan [Member] | Employee [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period	1,735,000
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased	$ 0.06
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value	$ 49,800
2015 Incentive Plan [Member] | External Consultants [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period	100,000	100,000
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased	$ 0.06	$ 0.07
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value	$ 6,300	$ 7,000
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant	300,000	100,000
2015 Incentive Plan [Member] | External Consultants 1 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period	315,000
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased	$ 0.10
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value	$ 31,500
2015 Incentive Plan [Member] | Independent Members [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period		80,000
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased		$ 0.10
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value		$ 8,000

Employee Benefit Plan (Details

Employee Benefit Plan (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Retirement Benefits [Abstract]
Employees contribution expense	$ 55	$ 100

Schedule of Income Tax Provisio

Schedule of Income Tax Provision (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income/(loss) from continuing operations before income taxes:
U.S.	$ (1,211)	$ 12,367
Non-U.S.	1,190	2,261
Income (loss) from continuing operations before income taxes	(21)	14,628
Current:
Federal	(887)	2,037
State	244	347
Non-U.S.		81
Total current	(643)	2,465
Deferred:
Federal	1,139	126
State	220	5
Non-U.S.		287
Total deferred	1,359	418
Noncurrent
Federal
State
Non-U.S.
Total noncurrent
Total income tax expense	$ 716	$ 2,883
Effective Income Tax Rate Reconciliation, Percent	(3409.50%)	19.70%

Schedule of Difference in Tax P

Schedule of Difference in Tax Provision (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Computed expected federal tax benefit (expense)	$ (4)	$ 3,072
(Decrease) Increase in valuation allowance		(1,098)
State income, net of federal benefit	367	278
Non-U.S. income taxed at different rates	(196)	322
Intercompany Gain	738
Unrecognized tax benefits		309
Other	(189)
Total income tax expense	$ 716	$ 2,883

Schedule of Deferred Tax Assets

Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Net operating losses	$ 136	$ 3,648
Depreciation		(1)
Valuation allowance		(3,622)
Total deferred tax assets	136	25
Deferred tax liabilities:
Deferred course expenses	(34)	(159)
Intercompany Debts	(1,595)
Total deferred tax liabilities	(1,629)	(159)
Net deferred tax asset (liability)	$ (1,493)	$ (134)

Schedule of Unrecognized Tax Be

Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Unrecognized tax benefits - beginning balance	$ 309
Gross increases - tax positions in prior period
Gross decreases - tax positions in prior period
Unrecognized tax benefits - ending balance	$ 309	$ 309

Schedule of Liability for Unrec

Schedule of Liability for Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Reduction of net operating loss carryforwards
Noncurrent tax liability (reflected in Other long-term liabilities)	309	309
Total liability for unrecognized tax benefits	$ 309	$ 309

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Mar. 11, 2022
Operating Loss Carryforwards [Line Items]
Income Tax Expense (Benefit)	$ 716	$ 2,883
Increase (Decrease) in Income Taxes		2,200
Deferred tax assets, valuation allowance		3,622
Operating loss carryforwards, limitation on use	The foreign loss carryforwards begin to expire in 2027 and the state net operating loss carryforwards begin to expire in 2038.
Liability pertaining to uncertain tax positions	$ 300	300
Accrued interest and penalties on uncertain tax positions	40	40
Unrecognized tax benefits that would impact effective tax rate	300	300
Payroll expense benefit	292
Gross receivables	292
Accrued balance			$ 201
Domestic Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards
Foreign Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	15,100	18,400
State and Local Jurisdiction [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	2,900	3,700
Subsidiaries [Member]
Operating Loss Carryforwards [Line Items]
Deferred tax assets, valuation allowance	$ 3,500	$ 3,600

Capital Stock (Details Narrativ

Capital Stock (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Nov. 18, 2021	Dec. 31, 2021	Dec. 31, 2020
Defined Benefit Plan Disclosure [Line Items]
Common stock, shares authorized		200,000,000	200,000,000
Common stock, par or stated value per share		$ 0.0001	$ 0.0001
Preferred stock, shares authorized		20,000,000	20,000,000
Preferred stock, par value		$ 0.0001	$ 0.0001
Common stock, shares outstanding		33,917,697	23,279,197
Capital stock issued, outstanding percentage		10.00%
Share Price		$ 0.0612
[custom:StockIssuedDuringPeriodValuePurchaseOfStockOptions]		$ 13
Preferred stock, shares outstanding		0	0
Mayer And Associates LLC [Member] | Purchase Agreements [Member]
Defined Benefit Plan Disclosure [Line Items]
Common stock, par or stated value per share	$ 0.0001
[custom:StockIssuedDuringPeriodSharesPurchaseOfStockOptions]	1,600,000
Share Price	$ 160
Mayer And Associates LLC [Member] | Purchase Agreements [Member] | Equity Option [Member]
Defined Benefit Plan Disclosure [Line Items]
[custom:StockIssuedDuringPeriodValuePurchaseOfStockOptions]	$ 13,840
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	18,400,000
Share-based Compensation Arrangement by Share-based Payment Award, Description	Mayer’s option to purchase the option shares shall expire on November 18, 2023. Mayer’s right to acquire any of the option shares is subject to limitation so that no time may Mayer beneficially on more than 4.99% (or 9.99% under certain circumstances) of the total issued and outstanding shares of Company’s common stock.
Mayer And Associates LLC [Member] | Purchase Agreements [Member] | Equity Option [Member] | Maximum [Member]
Defined Benefit Plan Disclosure [Line Items]
[custom:StockIssuedDuringPeriodSharesPurchaseOfStockOptions]	138,400,000
Share Price	$ 0.05833
Mayer And Associates LLC [Member] | Purchase Agreements [Member] | Equity Option [Member] | Minimum [Member]
Defined Benefit Plan Disclosure [Line Items]
Share Price	$ 0.0001

Schedule of calculations of bas

Schedule of calculations of basic and diluted EPS (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Earnings Per Share [Abstract]
Net income (loss)	$ (566,000)	$ 16,009,000
As reported, Weighted Average Shares Outstanding	29,187	23,230
Amounts allocated to unvested restricted shares		$ 106
Weighted Average Shares Outstanding Amounts allocated to unvested restricted shares and warrants		154
Amounts allocated to unvested restricted shares		$ (106)
Weighted Average Shares Outstanding Amounts allocated to unvested restricted shares and warrants		(154)
Amounts available to common stockholders, Net Income (in Dollars)	$ (566,000)	$ 15,903,000
Amounts available to common stockholders, Weighted Average Shares	29,187
Amounts available to common stockholders, Earnings Per Share (in Dollars per share)	$ (0.02)	$ 0.69
Amounts available to common stockholders, Weighted Average Shares	29,187	23,076
Amounts allocated to unvested restricted shares, Net Income		$ 106,000
Amounts allocated to unvested restricted shares, Weighted Average Shares Outstanding		154
Stock warrants
Weighted Average Shares Outstanding Stock warrants
Incremental Shares to Be Issued For Convertible Note Related Party Net Loss
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities
Amounts reallocated to unvested restricted shares, Net Income		$ (106,000)
Amounts reallocated to unvested restricted shares, Weighted Average Shares Outstanding
Amounts available to stockholders and assumed conversions, Net Income	$ (566,000)
Amounts available to stockholders and assumed conversions, Weighted Average Shares Outstanding	29,187	23,230
Amounts available to stockholders and assumed conversions, Earnings Loss Per Share	$ (0.02)	$ 0.68
Amounts available to stockholders and assumed conversions, Net income		$ 15,903,000

Earnings Per Share (_EPS_) (Det

Earnings Per Share (“EPS”) (Details Narrative) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Earnings Per Share [Abstract]
Weighted average unvested restricted stock awards outstanding	1,448,992	153,612

Schedule of Percentage of Total

Schedule of Percentage of Total Revenue (Details) - Customer Concentration Risk [Member] - Revenue Benchmark [Member]	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Revenue, Major Customer [Line Items]
Total consolidated revenue	100.00%	100.00%
North America [Member]
Revenue, Major Customer [Line Items]
Total consolidated revenue	65.10%	91.10%
UNITED KINGDOM
Revenue, Major Customer [Line Items]
Total consolidated revenue	34.90%	3.30%
Other Foreign Markets [Member]
Revenue, Major Customer [Line Items]
Total consolidated revenue		5.60%

Schedule of Operating Results f

Schedule of Operating Results for the Segments (Details) - USD ($)		12 Months Ended
		Dec. 31, 2021	Dec. 31, 2020
Revenues from External Customers and Long-Lived Assets [Line Items]
Total consolidated revenue		$ 7,710,000	$ 25,914,000
Total consolidated gross profit	[1]	3,780,000	17,752,000
North America [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total consolidated revenue		5,021,000	23,596,000
Total consolidated gross profit	[1]	1,586,000	15,631,000
UNITED KINGDOM
Revenues from External Customers and Long-Lived Assets [Line Items]
Total consolidated revenue		2,689,000	846,000
Total consolidated gross profit	[1]	2,194,000	802,000
Other Foreign Markets [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total consolidated revenue			1,472,000
Total consolidated gross profit	[1]		$ 1,319,000
[1]	Segment gross profit is calculated as revenue less direct course expenses, advertising and sales expenses and royalty expense.

Schedule of Depreciation and Am

Schedule of Depreciation and Amortization Expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Revenues from External Customers and Long-Lived Assets [Line Items]
Total consolidated depreciation and amortization expenses	$ 4	$ 59
North America [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total consolidated depreciation and amortization expenses	2	45
UNITED KINGDOM
Revenues from External Customers and Long-Lived Assets [Line Items]
Total consolidated depreciation and amortization expenses	2	14
Other Foreign Markets [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total consolidated depreciation and amortization expenses

Schedule of Segment Identifiabl

Schedule of Segment Identifiable Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Revenues from External Customers and Long-Lived Assets [Line Items]
Total consolidated identifiable assets	$ 1,649	$ 5,292
North America [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total consolidated identifiable assets	1,348	3,834
UNITED KINGDOM
Revenues from External Customers and Long-Lived Assets [Line Items]
Total consolidated identifiable assets	126	1,266
Other Foreign Markets [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total consolidated identifiable assets	$ 175	$ 192

Segment Information (Details Na

Segment Information (Details Narrative) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting [Abstract]
Long lived asset	$ 0	$ 4
International long lived asset	$ 0

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative)	Feb. 22, 2022USD ($)	Dec. 08, 2020USD ($)	Jul. 24, 2020GBP (£)	Mar. 18, 2020GBP (£)	Dec. 31, 2021USD ($)	Dec. 31, 2020USD ($)	May 19, 2021USD ($)	Feb. 18, 2021USD ($)	Dec. 08, 2020GBP (£)	Nov. 26, 2019GBP (£)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Royalty expense						$ 68,000
Long-term Purchase Commitment, Description						There were no purchase commitments made by the Company
Construction Payable, Current					400,000		$ 60,000	$ 100,000
Payments for Legal Settlements					280,000
Payment for administrative fees		$ 390,600
Property investment | £									£ 363,000
Contribution of property		$ 924,000
Claimed amount | £			£ 392,761.70	£ 461,459.70
Late payment interest | £			£ 68,698
Mayflower Alliance LTD [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Deferred revenue | £										£ 300,000
Licensing Agreements [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Royalty expense					$ 0	$ 0
Revised Second Amended Complaint [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Gain loss related to litigation settlement	$ 240,000,000

Schedule of Lease Related Asset

Schedule of Lease Related Assets and Liabilities (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Nov. 26, 2019
Total lease assets	$ 20,000	$ 45,000	$ 2,200,000
Current operating lease liabilities	20,000	25,000
Long-term operating lease liabilities		20,000
Total lease liabilities	20,000	45,000	$ 2,200,000
Operating Lease Right of Use Assets [Member]
Total lease assets	$ 20,000	$ 45,000

Schedule of Operating Lease Cos

Schedule of Operating Lease Cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Leases
General and administrative expenses	$ 27	$ 23
Total lease cost	$ 27	$ 23

Schedule of Cash Flow Informati

Schedule of Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$ 27	$ 20
Supplemental non-cash amounts of lease liabilities arising from obtaining right-of-use assets/(decrease) of lease liability due to cancellation of leases	$ 1	$ 13

Schedule of Weighted Average Re

Schedule of Weighted Average Remaining Lease Terms and Weighted Average Discount Rates (Details)	Dec. 31, 2021	Dec. 31, 2020
Leases
Weighted average remaining lease term - operating leases	9 months	1 year 9 months
Weighted average discount rate - operating leases	12.00%	12.00%

Schedule of Operating Lease Lia

Schedule of Operating Lease Liabilities (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Nov. 26, 2019
Leases
2022	$ 20,000
2023
2024
Total minimum lease payments	20,000
Less: effect of discounting	0
Present value of future minimum lease payments	20,000	$ 45,000	$ 2,200,000
Less: current obligations under leases	(20,000)	(25,000)
Long-term lease obligations		$ 20,000

Leases (Details Narrative)

Leases (Details Narrative)	Dec. 31, 2021USD ($)	Dec. 31, 2020USD ($)	Oct. 01, 2020ft²	Sep. 30, 2020USD ($)	Nov. 26, 2019USD ($)
Leases
Lease term	12 months
Right-of-use asset	$ 20,000	$ 45,000			$ 2,200,000
Lease, liability	$ 20,000	$ 45,000			$ 2,200,000
Operating lease, term			2 years
Office and warehouse space | ft²			1,600
Lease obligation				$ 32,000

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($) $ in Thousands	1 Months Ended
	Mar. 29, 2022	Apr. 27, 2020	Mar. 08, 2022
First Draw Paycheck Protection Program Note Agreement [Member]
Subsequent Event [Line Items]
Maturity date		Apr. 24, 2022
Subsequent Event [Member] | First Draw Paycheck Protection Program Note Agreement [Member]
Subsequent Event [Line Items]
Principal amount	$ 1,000
Maturity date	Apr. 24, 2025
Subsequent Event [Member] | Senior Secured Convertible Debt
Subsequent Event [Line Items]
Principal amount			$ 47
Accrued interest			$ 9