Legacy Education Alliance (LEAI) 10-Q 17 May 22 2022 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2022	May 16, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2022
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2022
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 N. E. Pine Island Rd.
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 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 Common Stock, Shares Outstanding		34,167,697

Consolidated Balance sheets

Consolidated Balance sheets - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 153	$ 576
Restricted cash	135	374
Deferred course expenses	287	304
Prepaid expenses and other current assets	378	607
Inventory	1	1
Discontinued operations current assets
Total current assets	954	1,862
Right-of-use assets	13	20
Other assets	6	6
Discontinued operations-other assets	33	33
Total assets	1,006	1,921
Current liabilities:
Accounts payable	2,451	2,544
Royalties payable	110	110
Accrued course expenses	246	252
Accrued salaries, wages and benefits	225	202
Operating lease liability, current portion	13	20
Other accrued expenses	2,246	2,114
Deferred revenue	4,370	4,438
Short-term related party debt, net of unamortized debt discount of $133	213	142
Current portion of long term debt, net of unamortized debt discount of $0	1,005	1,011
Discontinued operations-current liabilities	9,699	9,845
Total current liabilities	20,578	20,678
Long-term debt, net of current portion and net of unamortized debt discount of $442	1,958	1,933
Deferred tax liability, net	1,336	1,493
Total liabilities	23,872	24,104
Commitments and contingencies (Note 13)
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 shares issued and outstanding as of March 31, 2021 and December 31, 2021	3	3
Additional paid-in capital	13,165	13,161
Cumulative foreign currency translation adjustment	693	837
Accumulated deficit	(36,727)	(36,184)
Total stockholders’ deficit	(22,866)	(22,183)
Total liabilities and stockholders’ deficit	$ 1,006	$ 1,921

Consolidated Balance sheets (Pa

Consolidated Balance sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Net of unamortized debt discount	$ 133	$ 133
Unamortized debt discount current	0	0
Unamortized debt discount	$ 442	$ 442
Preferred stock par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	33,917,697	33,917,697
Common stock, shares outstanding	33,917,697	33,917,697

Consolidated Statements of Oper

Consolidated Statements of Operations And Comprehensive Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
Revenue	$ 285	$ 2,620
Operating costs and expenses:
Direct course expenses	104	434
Advertising and sales expenses	88	58
General and administrative expenses	647	998
Total operating costs and expenses	839	1,490
Income (loss) from operations	(554)	1,130
Other expense:
Interest expense, net	(125)
Other expense, net		(2)
Total other expense, net	(125)	(2)
Income (loss) from continuing operations before income taxes	(679)	1,128
Income tax (expense) benefit	136	(1,046)
Net income (loss) from continuing operations	(543)	82
Income from discontinued operations		171
Net income from discontinued operations		171
Net income (loss)	$ (543)	$ 253
Basic earnings (loss) per common share - continuing operations	$ (0.02)
Basic earnings (loss) per common share - discontinued operations		0.01
Basic earnings (loss) per common share	(0.02)	0.01
Diluted earnings (loss) per common share - continuing operations	(0.02)
Diluted earnings (loss) per common share - discontinued operations		0.01
Diluted earnings (loss) per common share	$ (0.02)	$ 0.01
Basic weighted average common shares outstanding	33,918	23,187
Diluted weighted average common shares outstanding	33,918	25,029
Comprehensive income:
Net income (loss)	$ (543)	$ 253
Foreign currency translation adjustments, net of tax of $0	(144)	103
Total comprehensive income (loss)	$ (687)	$ 356

Consolidated Statements of Op_2

Consolidated Statements of Operations And Comprehensive Income (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
Foreign currency translation adjustments, net of tax	$ 0	$ 0

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) $ 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, 2020	$ 2	$ 11,564	$ 416	$ (35,618)	$ (23,636)
Begning Balance, shares at Dec. 31, 2020	23,279
Beneficial conversion feature for senior secured debenture-related party		375			375
Foreign currency translation adjustment, net of tax of $0			103		103
Net Income (Loss)				253	253
Ending balance, value at Mar. 31, 2021	$ 2	11,939	519	(35,365)	(22,905)
Ending balance, shares at Mar. 31, 2021	23,279
Beginning balance, value at Dec. 31, 2020	$ 2	11,564	416	(35,618)	(23,636)
Begning Balance, shares at Dec. 31, 2020	23,279
Ending balance, value at Dec. 31, 2021	$ 3	13,161	837	(36,184)	(22,183)
Ending balance, shares at Dec. 31, 2021	33,918
Foreign currency translation adjustment, net of tax of $0			(144)		(144)
Net Income (Loss)				(543)	(543)
Share-based compensation expense		4			4
Ending balance, value at Mar. 31, 2022	$ 3	$ 13,165	$ 693	$ (36,727)	$ (22,866)
Ending balance, shares at Mar. 31, 2022	33,918

Consolidated Statements of Ch_2

Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Statement of Stockholders' Equity [Abstract]
Foreign currency translation adjustments, net of tax	$ 0	$ 0

Consolidated Statements of Cash

Consolidated Statements of Cash flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ (543)	$ 253
Less net income from discontinued operations		171
Net income (loss) from continuing operations	(543)	82
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		3
Non-cash lease expense	6	6
Share-based compensation	4
Amortization of debt discount	96
Deferred income taxes	(158)
Changes in operating assets and liabilities:
Deferred course expenses	33	417
Prepaid expenses and other receivable	(104)	241
Accounts payable-trade	(156)	(517)
Royalties payable		(11)
Accrued course expenses	(20)
Accrued salaries, wages and benefits	23	42
Operating lease liability	(6)	(6)
Other accrued expenses	(167)	1,100
Deferred revenue	(143)	(2,780)
Net cash used in operating activities - continuing operations	(1,135)	(1,423)
Net cash used in operating activities - discontinued operations		(28)
Net cash used in operating activities	(1,135)	(1,451)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from the sale of investment property
Proceeds from sale property and equipment
Net cash provided by investing activities - continuing operations
Net cash used in investing activities - discontinued operations
Net cash provided by investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on debt	(7)
Proceeds from issuance of debt from related parties		375
Proceeds from debentures
Issuance of common stock for stock option purchase
Net cash provided by (used in) financing activities - continuing operations	(7)	375
Net cash provided by financing activities - discontinued operations
Net cash provided by (used in) financing activities	(7)	375
Effect of exchange rate differences on cash	480	185
Net decrease in cash and cash equivalents and restricted cash	(662)	(891)
Cash and cash equivalents and restricted cash, beginning of period, including cash in discontinued operations	950	2,680
Cash and cash equivalents and restricted cash, end of period	288	1,789
Supplemental disclosures:
Cash paid during the period for interest	3
Cash received during the period for income taxes, net of tax payments	5
Supplemental disclosure of non-cash activity:
Initial recognition of beneficial conversion feature for senior secured convertible debt – related party		$ 375

General

General	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
General	Note 1 - General 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 three months ended March 31, 2022, we marketed our products and services under our Building Wealth with Legacy TM Building Wealth with Legacy TM Homemade Investor by Tarek El Moussa 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 three days in length, on site or remotely 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. Historically, our operations have 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. Due to the COVID-19 pandemic, and the resulting worldwide restrictions on travel and social distancing, we have temporarily suspended live events and shifted to online live training and on-demand training to our students. Historically, our operations have been managed through three Since January 1, 2021, we have operated under the Building Wealth with Legacy TM Legacy Education TM Building Wealth with Legacy TM Basis of Presentation. The terms “Legacy Education Alliance, Inc.,” the “Company,” “we,” “our,” “us” or “Legacy” as used in this report refer collectively to Legacy Education Alliance, Inc., a Nevada corporation (“Legacy”), the registrant, which was formerly known as Priced In Corp., and, unless the context otherwise requires, together with its wholly-owned subsidiary, Legacy Education Alliance Holdings, Inc., a Colorado corporation, other operating subsidiaries and any predecessor of Legacy Education Alliance Holdings, including Tigrent Inc., a Colorado corporation. All intercompany balances and transactions have been eliminated in consolidation. As discussed in Note 4 “ Discontinued Operations The accompanying unaudited Consolidated Financial Statements presented in this report are for us and our consolidated subsidiaries, each of which is a wholly-owned subsidiary. All significant intercompany transactions have been eliminated. These interim financial statements should be read in conjunction with the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and reflect all normal recurring adjustments that are, in the opinion of management, necessary to present fairly our results of operations and financial position. Amounts reported in our Consolidated Statements of Operations and Comprehensive income are not necessarily indicative of amounts expected for the respective annual periods or any other interim period. Reclassification We have reclassified certain amounts in our prior-period financial statements to conform to the current period’s presentation. Significant Accounting Policies Our significant accounting policies have been disclosed in Note 2 - Significant Accounting Policies Note 2 - New Accounting Pronouncements, - “Accounting Standards Adopted in the Current Period.” Going Concern The accompanying consolidated financial statements and notes have been prepared assuming we will continue as a going concern. For the three months ended March 31, 2022 we had an accumulated deficit, a working capital deficit and a negative cash flow from operating activities. 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 Conformity with GAAP requires the use of estimates and judgments that affect the reported amounts in our consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. GAAP requires us to make estimates and judgments in several areas, including, but not limited to, those related to deferred revenues, reserve for breakage, deferred costs, revenue recognition, commitments and contingencies, fair value of financial instruments, useful lives of property and equipment, right-of-use assets, and income taxes. These estimates are based on management’s knowledge about current events and expectations about actions we may undertake in the future. Actual results could differ materially from those estimates. Cash and Cash Equivalents We consider all highly liquid instruments with an original maturity of three months or less to be cash or cash equivalents. We continually monitor and evaluate our investment positions and the creditworthiness of the financial institutions with which we invest and maintain deposit accounts. When appropriate, we utilize Certificate of Deposit Account Registry Service (CDARS) to reduce banking risk for a portion of our cash in the United States. A CDAR consists of numerous individual investments, all below the FDIC limits, thus fully insuring that portion of our cash. At March 31, 2022 and December 31, 2021, we did not have a CDAR balance. Restricted Cash Restricted cash balances consist primarily of funds on deposit with credit card and other payment processors. These balances do not have the benefit of federal deposit insurance and are subject to the financial risk of the parties holding these funds. Restricted cash balances held by credit card processors are unavailable to us unless, and for a period of time after, we discontinue the use of their services. Because a portion of these funds can be accessed and converted to unrestricted cash in less than one year in certain circumstances, that portion is considered a current asset. Restricted cash is included with cash and cash equivalents in our consolidated statements of cash flows. Deposits with Credit Card Processors The deposits with our credit card processors are held due to arrangements under which our credit card processors withhold credit card funds to cover charge backs in the event we are unable to honor our commitments. These deposits are included in restricted cash on our consolidated balance sheet. 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 March 31, December 31, 2022 2021 (in thousands) Cash and cash equivalents $ 153 $ 576 Restricted cash 135 374 Total cash, cash equivalents, and restricted cash shown in the cash flow statement $ 288 $ 950 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 Income Tax in Interim Periods We conduct operations in separate legal entities in different jurisdictions. As a result, income tax amounts are reflected in these consolidated financial statements for each of those jurisdictions. Tax laws and tax rates vary substantially in these jurisdictions and are subject to change based on the political and economic climate in those countries. We file our tax returns in accordance with our interpretations of each jurisdiction’s tax laws. We record our tax provision or benefit on an interim basis using the estimated annual effective tax rate. This rate is applied to the current period ordinary income or loss to determine the income tax provision or benefit allocated to the interim period. We record our interim provision for income taxes by applying our estimated annual effective tax rate to our year-to-date pre-tax income and adjusting for discrete tax items recorded in the period. Deferred income taxes result from temporary differences between the reporting of amounts for financial statement purposes and income tax purposes. These differences relate primarily to different methods used for income tax reporting purposes, including for depreciation and amortization, warranty and vacation accruals, and deductions related to allowances for doubtful accounts receivable and inventory reserves. Our provision for income taxes included current federal and state income tax expense, as well as deferred federal and state income tax expense. Losses from jurisdictions for which no benefit can be realized and the income tax effects of unusual and infrequent items are excluded from the estimated annual effective tax rate. Valuation allowances are provided against the future tax benefits that arise from the losses in jurisdictions for which no benefit can be realized. The effects of unusual and infrequent items are recognized in the impacted interim period as discrete items. The estimated annual effective tax rate may be affected by nondeductible expenses and by our projected earnings mix by tax jurisdiction. Adjustments to the estimated annual effective income tax rate are recognized in the period during which such estimates are revised. We have established valuation allowances against our deferred tax assets, including net operating loss carryforwards and income tax credits. Valuation allowances take into consideration our expected ability to realize these deferred tax assets and reduce the value of such assets to the amount that is deemed more likely than not to be realizable. Our ability to realize these deferred tax assets is dependent on achieving our forecast of future taxable operating income over an extended period of time. We review our forecast in relation to actual results and expected trends on a quarterly basis. A change in our valuation allowance would impact our income tax expense/benefit and our stockholders’ deficit and could have a significant impact on our results of operations or financial condition in future periods. Discontinued Operations ASC 205-20-45, “Presentation of Financial Statements Discontinued Operations” Discontinued Operations

New Accounting Pronouncements

New Accounting Pronouncements	3 Months Ended
	Mar. 31, 2022
Accounting Changes and Error Corrections [Abstract]
New Accounting Pronouncements	Note 2 - New Accounting Pronouncements Accounting Standards Adopted in the Current Period We have implemented all new accounting pronouncements that are in effect and that management believes would materially affect our financial statements. Recently Issued Accounting Pronouncements 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

Share-Based Compensation

Share-Based Compensation	3 Months Ended
	Mar. 31, 2022
Share-Based Payment Arrangement [Abstract]
Share-Based Compensation	Note 3 - Share-Based Compensation We account for share-based awards under the provisions of ASC 718, “ Compensation—Stock Compensation Share-based compensation expenses related to our restricted stock grants were $ 4.0 0.0

Discontinued Operations

Discontinued Operations	3 Months Ended
	Mar. 31, 2022
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. We are awaiting outcome from the meeting of the Creditors on March 25, 2022. The major classes of assets and liabilities of the entities classified as discontinued operations were as follows: Schedule of Assets and Liabilities March 31, December 31, 2022 2021 (in thousands) Major classes of assets Cash and cash equivalents $ — $ — Deferred course expenses — — Current assets – discontinued operations — — Other assets 33 33 Total major classes of assets – discontinued operations $ 33 $ 33 Major classes of liabilities Accounts payable $ 3,581 $ 3,638 Accrued course expenses 571 587 Other accrued expenses 286 439 Deferred revenue 5,261 5,181 Total major classes of liabilities – discontinued operations $ 9,699 $ 9,845 The financial results of the discontinued operations are as follows: Schedule of Discontinued Operations Income Statement 2022 2021 Three Months Ended 2022 2021 (in thousands) Revenue $ - $ 40 Total operating costs and expenses - 907 (Loss) Income from discontinued operations - (867 ) Other expense, net - (80 ) Income tax benefit - 1,118 Net income from discontinued operations $ - $ 171

Earnings Per Share

Earnings Per Share	3 Months Ended
	Mar. 31, 2022
Earnings Per Share [Abstract]
Earnings Per Share	Note 5 - Earnings Per Share Basic EPS is computed by dividing net income (loss) 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 for stock options and warrants, and the if-converted method for convertible notes. Under the if-converted method, the convertible notes are assumed to have been converted at the beginning of the period or at time of issuance, if later, and the resulting common shares are included in the denominator. For periods in which we recognize losses, the calculation of diluted loss per share is the same as the calculation of basic loss per share. 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 790,000 91,500 The calculations of basic and diluted EPS are as follows: Schedule of Calculations of Basic and Diluted EPS Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Weighted Weighted Average Loss Average Earnings Net Shares Per Net Shares Per Loss Outstanding Share Income Outstanding Share (in thousands, except per share data) (in thousands, except per share data) Basic: As reported $ (543 ) 33,918 $ 253 23,279 Amounts allocated to unvested restricted shares and warrants — — (1 ) (92 ) Amounts available to common stockholders $ (543 ) 33,918 $ (0.02 ) $ 252 23,187 $ 0.01 Diluted: Amounts allocated to unvested restricted shares — — 1 92 Stock warrants — — — — Shares of common stock to be issued for convertible note — — — 1,750 Amounts reallocated to unvested restricted shares — — (1 ) — Amounts available to stockholders and assumed conversions $ (543 ) 33,918 $ (0.02 ) $ 252 25,029 $ 0.01

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 6 - Fair Value Measurements ASC 820, “Fair Value Measurements and Disclosures” ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. In accordance with ASC 820, these two types of inputs have created the following fair value hierarchy: ● 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). For the three-month ended March 31, 2022, the Company has the derivative liabilities measured at fair value on a recurring basis which are valued at level 3 measurement. At December 31, 2021, the Company does not have any financial assets or liabilities measured and recorded at fair value on its consolidated balance sheet on a recurring basis. Financial Instruments.

Short-Term and Long-Term Debt

Short-Term and Long-Term Debt	3 Months Ended
	Mar. 31, 2022
Debt Disclosure [Abstract]
Short-Term and Long-Term Debt	Note 7 - Short-Term and Long-Term Debt Schedule of Short-term and Long-term Debt (in thousands) As of As of Senior Secured Convertible Debenture $ 500 $ 500 Debt Discount (442 ) (467 ) Senior Secured Convertible Debenture, net 58 33 Paycheck Protection Program loan 1,000 1,000 Paycheck Protection Program loan 2 1,900 1,900 IPFS Insurance Premium Note Payable 5 11 Total debt 2,963 2,944 Less current portion of long-term debt (1,005 ) (1,011 ) Total long-term debt, net of current portion $ 1,958 $ 1,933 Short-term related party debt: Schedule Short-term Related Party Debt (in thousands) As of March 31, 2022 As of December 31, 2021 Senior Secured Convertible Debenture - related party $ 346 $ 346 Debt Discount-related party (133 ) (204 ) Senior Secured Convertible Debenture - related party, net 213 $ 142 The following is a summary of scheduled debt maturities by year (in thousands): Schedule of Debt Maturities 2022 $ 1,218 2023 — 2024 — 2025 — 2026 1,958 Thereafter — Total debt $ 3,176 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 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 thousand in principal and $ 11 thousand in interest. The remaining outstanding principal balance of $ 1,000 thousand was originally due on April 24, 2022 . On March 29, 2022, the documents to extend the maturity date to April 24, 2025 was signed. The extension agreement was executed on April 1,2022. The loan is a term of 60 1.0 29 2.5 thousand and $ 0.0 for the three months ended March 31, 2022 and 2021, respectively. 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 year ended December 31, 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 8 – “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 the three months ended March 31, 2022 and 2021 were $ 14 thousand and $ 0.0 thousand, respectively. On August 27, 2021, the Company amended the terms of the LTP Debenture to reduce LTP’s maximum funding obligation from $ 1 million to $ 675 thousand and to require LTP to fund the remaining principal balance of $ 300 thousand no later than October 15, 2021. On October 15, 2021, the Company received $ 100 thousand of the remaining $ 300 thousand funding obligation of LTP. On October 27, 2021, LTP funded the remaining funding obligation of $ 200 thousand. The Company evaluated the convertible debenture under ASC 470-20 and recognized a debt discount of $ 228 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 three months ended March 31, 2022 and 2021 amounted to $ 57 0.0 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 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 at the time. 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 8 – “Stock Warrants” Senior Secured Convertible Debenture, Advisory Agreement, and Intercreditor Agreement On August 27, 2021, the Company issued a $ 500 10% August 27, 2026 0.05 0.05 August 27, 2026 0.10 500 500 25 0.0 485.2 14.8 500 19.9% 150,000 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. The Company received a “Notice of Breach and Obligation to Cure to Avoid Event of Default” from GLD dated May 11, 2022 (the “Notice”). Pursuant to the Notice, GLD informed the Company of certain alleged breaches of the terms of the GLD Debenture by the Company, and that the Company has 30 days to cure or GLD would consider an event of default under the GLD Debenture to have occurred. The Company is currently evaluating the claims in the Notice. 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 4.0

Stock Warrants

Stock Warrants	3 Months Ended
	Mar. 31, 2022
Other Liabilities Disclosure [Abstract]
Stock Warrants	Note 8 - 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 7 – “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 7 – “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 three months ended March 31, 2022, 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 March 31, 2022 7,083,500 $ 0.05 4.1 375 1 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $ 0.103

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Note 9 - Income Taxes We recorded income tax benefit of $ 136 1.1 20.0 92.7 21 The Company assessed the weight of all available positive and negative evidence and determined it was more likely than not that future earnings will be sufficient to realize the associated deferred tax assets. As of March 31, 2022 and December 31, 2021, we retained a valuation allowance of $ 3.5 3.5 During the three months ended March 31, 2022 and 2021, there were no material changes in uncertain tax positions. We do not expect any significant changes to unrecognized tax benefits in this and next year. We estimate $ 0.3 0.3 We record interest and penalties related to unrecognized tax benefits within the provision for income taxes. We believe that no current tax positions that have resulted in unrecognized tax benefits will significantly increase or decrease within one year. We file income tax returns in the U.S. federal jurisdiction and in various state and foreign jurisdictions. We are not currently under examination in any jurisdiction. In the event of any future tax assessments, we have elected to record the income taxes and any related interest and penalties as income tax expense on our consolidated statements of operations and comprehensive income. Our federal income tax returns for the years subsequent to 2019 are subject to examination by the Internal Revenue Service. Our state tax returns for all years after 2019 or 2018, 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 2015 are subject to examination.

Concentration Risk

Concentration Risk	3 Months Ended
	Mar. 31, 2022
Risks and Uncertainties [Abstract]
Concentration Risk	Note 10 - Concentration Risk Cash and cash equivalents We maintain deposits in banks in amounts that might 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 March 31, 2022 and December 31, 2021, including foreign subsidiaries, without FDIC coverage were $0 .04 0.04 Revenue. Historically, a significant portion of our revenue was derived from the Rich Dad brands, as a result of contracts with students entered into prior to the expiration, in 2019, of our License Agreement with Rich Dad Operating Company, LLC. For the three months ended March 31, 2022, there was no revenue from Rich Dad brands. For the three months ended March 31, 2021, Rich Dad brands provided 60.49 % of our revenue. In addition, we have operations in North America, United Kingdom and Other foreign markets (see Note 11 — 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.

Segment Information

Segment Information	3 Months Ended
	Mar. 31, 2022
Segment Reporting [Abstract]
Segment Information	Note 11 - 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 historically have included: (i) North America, (ii) United Kingdom, and (iii) Other Foreign Markets. We no longer operate in the Other Foreign Markets segment. 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 Total Revenue Attributable to Each Segment 2022 2021 Three Months Ended As a percentage of total revenue 2022 2021 North America 100.0 % 66.4 % U.K. — % 33.6 % Other foreign markets — % — % Total consolidated revenue 100.0 % 100.0 % Operating results for the segments are as follows: Schedule of Operating Results for Segments 2022 2021 Three Months Ended 2022 2021 Segment revenue (In thousands) North America $ 285 $ 1,740 U.K. — 880 Other foreign markets — — Total consolidated revenue $ 285 $ 2,620 2022 2021 Three Months Ended 2022 2021 Segment gross profit contribution * (In thousands) North America * $ 92 $ 1,412 U.K. * 1 716 Other foreign markets * — — Total consolidated gross profit * $ 93 $ 2,128 * Segment gross profit is calculated as revenue less direct course expenses, advertising and sales expenses and royalty expenses. Schedule of Depreciation and Amortization Expenses 2022 2021 Three Months Ended 2022 2021 Depreciation and amortization expenses (In thousands) North America $ — $ 2 U.K. — 1 Other foreign markets — — Total consolidated depreciation and amortization expenses $ — $ 3 Schedule of Segment Identifiable Assets March 31, December 31, 2022 2021 Segment identifiable assets (In thousands) North America $ 607 $ 1,348 U.K. 60 126 Other foreign markets 191 175 Total consolidated identifiable assets $ 858 $ 1,649

Revenue Recognition

Revenue Recognition	3 Months Ended
	Mar. 31, 2022
Revenue from Contract with Customer [Abstract]
Revenue Recognition	Note 12 - 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 implemented Topic 606 - an update to Topic 605. 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. As of March 31, 2022, we have deferred revenue of $ 2.3 As of March 31, 2022, we maintain a reserve for breakage of $ 2.0 General The following tables disaggregate our segment revenue by revenue source: Schedule of Segment Revenue Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 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 216 — — 216 1,728 880 — 2,608 Products — — — — 9 — — 9 Coaching and Mentoring — — — — — — — — Online and Subscription 66 — — 66 3 — — 3 Other 3 — — 3 — — — — Total revenue 285 — — 285 1,740 880 — 2,620

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 13 - 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 royalty expenses included in our Consolidated Statement of Operations and Comprehensive Income for the three months ended March 31, 2022 and 2021. Our License Agreement with our Rich Dad brand licensor expired on September 30, 2019. Notwithstanding the expiration of the License Agreement, the Company may continue to use the 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. Purchase commitments 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 March 31, 2022, the Company has paid $ 340 thousand of the total settlement. The final settlement payment was due 450 days after February 18, 2021 in the amount of $ 60 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 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	3 Months Ended
	Mar. 31, 2022
Leases
Leases	Note 14 - 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 March 31, 2022 and December 31, 2021 The table below presents the lease related assets and liabilities recorded on the Company’s Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021: Schedule of Lease Related Assets and Liabilities Balance Sheet Line Classification on the Balance Sheet March 31, 2022 December 31, 2021 (in thousands) Assets Operating lease assets Operating lease right of use assets $ 13 $ 20 Total lease assets $ 13 $ 20 Liabilities Current liabilities: Operating lease liabilities Current operating lease liabilities $ 13 $ 20 Noncurrent liabilities: Operating lease liabilities Long-term operating lease liabilities $ — $ — Total lease liabilities $ 13 $ 20 Lease cost for the three months ended March 31, 2022 and 2021 The table below presents the lease related costs recorded on the Company’s Consolidated Statements of Operations for the three months ended March 31, 2022 and 2021: Schedule of Operating Lease Cost Three Months Ended March 31, Lease cost Classification 2022 2021 (in thousands) Operating lease cost General and administrative expenses $ 6 $ 6 Total lease cost $ 6 $ 6 Other Information The table below presents supplemental cash flow information related to leases for the three months ended March 31, 2022 and 2021: Schedule of Cash Flow Information Related to Leases Three Months Ended 2022 2021 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 6 $ 6 Supplemental non-cash amounts of lease liabilities arising from obtaining right-of-use assets/(decrease) of lease liability due to cancellation of leases $ — $ — 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 the Company’s operating leases as of March 31, 2022 and December 31, 2021: Schedule of Weighted Average Remaining Lease Terms and weighted Average Discount Rates March 31, 2022 December 31, 2021 Weighted average remaining lease term - operating leases .50 .75 Weighted average discount rate - operating leases 12.00 % 12.00 % There are no lease arrangements where the Company is the lessor.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 15 – Subsequent Events Economic Injury Disaster Loan On April 25, 2022, the Company executed the standard loan documents required for securing a loan (the “EIDL Loan”) from the SBA under is Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the business operations. Pursuant to that certain Loan Authorization and Agreement (the “SBA Loan Agreement”), the principal amount of the EIDL Loan was $ 200,000 3.75 Installment payments, including principal and interest, are due monthly beginning twenty-four (24) months from the date of the EIDL Loan in the amount of $1 thousand. The balance of principal and interest is payable thirty (30) years from the date of the SBA note Default on Litigation Settlement Agreement Please see Note 13 for events concerning legal matters. Notice of Breach and Obligation to Cure to Avoid Event of Default Please see Note 7 for events concerning the GLC Legacy Holdings, LLC Senior Secured Debt Debenture. The Company evaluated subsequent events and transactions that occurred after the consolidated balance sheet date up to May 17, 2022, the date that the financial statements were issued. The Company did not identify any additional subsequent events that would have required adjustment or disclosure in the financial statements.

General (Policies)

General (Policies)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Business Description	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 three months ended March 31, 2022, we marketed our products and services under our Building Wealth with Legacy TM Building Wealth with Legacy TM Homemade Investor by Tarek El Moussa 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 three days in length, on site or remotely 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. Historically, our operations have 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. Due to the COVID-19 pandemic, and the resulting worldwide restrictions on travel and social distancing, we have temporarily suspended live events and shifted to online live training and on-demand training to our students. Historically, our operations have been managed through three Since January 1, 2021, we have operated under the Building Wealth with Legacy TM Legacy Education TM Building Wealth with Legacy TM
Basis of Presentation.	Basis of Presentation. The terms “Legacy Education Alliance, Inc.,” the “Company,” “we,” “our,” “us” or “Legacy” as used in this report refer collectively to Legacy Education Alliance, Inc., a Nevada corporation (“Legacy”), the registrant, which was formerly known as Priced In Corp., and, unless the context otherwise requires, together with its wholly-owned subsidiary, Legacy Education Alliance Holdings, Inc., a Colorado corporation, other operating subsidiaries and any predecessor of Legacy Education Alliance Holdings, including Tigrent Inc., a Colorado corporation. All intercompany balances and transactions have been eliminated in consolidation. As discussed in Note 4 “ Discontinued Operations The accompanying unaudited Consolidated Financial Statements presented in this report are for us and our consolidated subsidiaries, each of which is a wholly-owned subsidiary. All significant intercompany transactions have been eliminated. These interim financial statements should be read in conjunction with the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and reflect all normal recurring adjustments that are, in the opinion of management, necessary to present fairly our results of operations and financial position. Amounts reported in our Consolidated Statements of Operations and Comprehensive income are not necessarily indicative of amounts expected for the respective annual periods or any other interim period.
Reclassification	Reclassification We have reclassified certain amounts in our prior-period financial statements to conform to the current period’s presentation.
Significant Accounting Policies	Significant Accounting Policies Our significant accounting policies have been disclosed in Note 2 - Significant Accounting Policies Note 2 - New Accounting Pronouncements, - “Accounting Standards Adopted in the Current Period.”
Going Concern	Going Concern The accompanying consolidated financial statements and notes have been prepared assuming we will continue as a going concern. For the three months ended March 31, 2022 we had an accumulated deficit, a working capital deficit and a negative cash flow from operating activities. 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 Conformity with GAAP requires the use of estimates and judgments that affect the reported amounts in our consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. GAAP requires us to make estimates and judgments in several areas, including, but not limited to, those related to deferred revenues, reserve for breakage, deferred costs, revenue recognition, commitments and contingencies, fair value of financial instruments, useful lives of property and equipment, right-of-use assets, and income taxes. These estimates are based on management’s knowledge about current events and expectations about actions we may undertake in the future. Actual results could differ materially from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents We consider all highly liquid instruments with an original maturity of three months or less to be cash or cash equivalents. We continually monitor and evaluate our investment positions and the creditworthiness of the financial institutions with which we invest and maintain deposit accounts. When appropriate, we utilize Certificate of Deposit Account Registry Service (CDARS) to reduce banking risk for a portion of our cash in the United States. A CDAR consists of numerous individual investments, all below the FDIC limits, thus fully insuring that portion of our cash. At March 31, 2022 and December 31, 2021, we did not have a CDAR balance.
Restricted Cash	Restricted Cash Restricted cash balances consist primarily of funds on deposit with credit card and other payment processors. These balances do not have the benefit of federal deposit insurance and are subject to the financial risk of the parties holding these funds. Restricted cash balances held by credit card processors are unavailable to us unless, and for a period of time after, we discontinue the use of their services. Because a portion of these funds can be accessed and converted to unrestricted cash in less than one year in certain circumstances, that portion is considered a current asset. Restricted cash is included with cash and cash equivalents in our consolidated statements of cash flows.
Deposits with Credit Card Processors	Deposits with Credit Card Processors The deposits with our credit card processors are held due to arrangements under which our credit card processors withhold credit card funds to cover charge backs in the event we are unable to honor our commitments. These deposits are included in restricted cash on our consolidated balance sheet. 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 March 31, December 31, 2022 2021 (in thousands) Cash and cash equivalents $ 153 $ 576 Restricted cash 135 374 Total cash, cash equivalents, and restricted cash shown in the cash flow statement $ 288 $ 950
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
Income Tax in Interim Periods	Income Tax in Interim Periods We conduct operations in separate legal entities in different jurisdictions. As a result, income tax amounts are reflected in these consolidated financial statements for each of those jurisdictions. Tax laws and tax rates vary substantially in these jurisdictions and are subject to change based on the political and economic climate in those countries. We file our tax returns in accordance with our interpretations of each jurisdiction’s tax laws. We record our tax provision or benefit on an interim basis using the estimated annual effective tax rate. This rate is applied to the current period ordinary income or loss to determine the income tax provision or benefit allocated to the interim period. We record our interim provision for income taxes by applying our estimated annual effective tax rate to our year-to-date pre-tax income and adjusting for discrete tax items recorded in the period. Deferred income taxes result from temporary differences between the reporting of amounts for financial statement purposes and income tax purposes. These differences relate primarily to different methods used for income tax reporting purposes, including for depreciation and amortization, warranty and vacation accruals, and deductions related to allowances for doubtful accounts receivable and inventory reserves. Our provision for income taxes included current federal and state income tax expense, as well as deferred federal and state income tax expense. Losses from jurisdictions for which no benefit can be realized and the income tax effects of unusual and infrequent items are excluded from the estimated annual effective tax rate. Valuation allowances are provided against the future tax benefits that arise from the losses in jurisdictions for which no benefit can be realized. The effects of unusual and infrequent items are recognized in the impacted interim period as discrete items. The estimated annual effective tax rate may be affected by nondeductible expenses and by our projected earnings mix by tax jurisdiction. Adjustments to the estimated annual effective income tax rate are recognized in the period during which such estimates are revised. We have established valuation allowances against our deferred tax assets, including net operating loss carryforwards and income tax credits. Valuation allowances take into consideration our expected ability to realize these deferred tax assets and reduce the value of such assets to the amount that is deemed more likely than not to be realizable. Our ability to realize these deferred tax assets is dependent on achieving our forecast of future taxable operating income over an extended period of time. We review our forecast in relation to actual results and expected trends on a quarterly basis. A change in our valuation allowance would impact our income tax expense/benefit and our stockholders’ deficit and could have a significant impact on our results of operations or financial condition in future periods.
Discontinued Operations	Discontinued Operations ASC 205-20-45, “Presentation of Financial Statements Discontinued Operations” Discontinued Operations

General (Tables)

General (Tables)	3 Months Ended
	Mar. 31, 2022
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 March 31, December 31, 2022 2021 (in thousands) Cash and cash equivalents $ 153 $ 576 Restricted cash 135 374 Total cash, cash equivalents, and restricted cash shown in the cash flow statement $ 288 $ 950

Discontinued Operations (Tables

Discontinued Operations (Tables)	3 Months Ended
	Mar. 31, 2022
Discontinued Operations and Disposal Groups [Abstract]
Schedule of Assets and Liabilities	The major classes of assets and liabilities of the entities classified as discontinued operations were as follows: Schedule of Assets and Liabilities March 31, December 31, 2022 2021 (in thousands) Major classes of assets Cash and cash equivalents $ — $ — Deferred course expenses — — Current assets – discontinued operations — — Other assets 33 33 Total major classes of assets – discontinued operations $ 33 $ 33 Major classes of liabilities Accounts payable $ 3,581 $ 3,638 Accrued course expenses 571 587 Other accrued expenses 286 439 Deferred revenue 5,261 5,181 Total major classes of liabilities – discontinued operations $ 9,699 $ 9,845
Schedule of Discontinued Operations Income Statement	The financial results of the discontinued operations are as follows: Schedule of Discontinued Operations Income Statement 2022 2021 Three Months Ended 2022 2021 (in thousands) Revenue $ - $ 40 Total operating costs and expenses - 907 (Loss) Income from discontinued operations - (867 ) Other expense, net - (80 ) Income tax benefit - 1,118 Net income from discontinued operations $ - $ 171

Earnings Per Share (Tables)

Earnings Per Share (Tables)	3 Months Ended
	Mar. 31, 2022
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 Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Weighted Weighted Average Loss Average Earnings Net Shares Per Net Shares Per Loss Outstanding Share Income Outstanding Share (in thousands, except per share data) (in thousands, except per share data) Basic: As reported $ (543 ) 33,918 $ 253 23,279 Amounts allocated to unvested restricted shares and warrants — — (1 ) (92 ) Amounts available to common stockholders $ (543 ) 33,918 $ (0.02 ) $ 252 23,187 $ 0.01 Diluted: Amounts allocated to unvested restricted shares — — 1 92 Stock warrants — — — — Shares of common stock to be issued for convertible note — — — 1,750 Amounts reallocated to unvested restricted shares — — (1 ) — Amounts available to stockholders and assumed conversions $ (543 ) 33,918 $ (0.02 ) $ 252 25,029 $ 0.01

Short-Term and Long-Term Debt (

Short-Term and Long-Term Debt (Tables)	3 Months Ended
	Mar. 31, 2022
Debt Disclosure [Abstract]
Schedule of Short-term and Long-term Debt	Schedule of Short-term and Long-term Debt (in thousands) As of As of Senior Secured Convertible Debenture $ 500 $ 500 Debt Discount (442 ) (467 ) Senior Secured Convertible Debenture, net 58 33 Paycheck Protection Program loan 1,000 1,000 Paycheck Protection Program loan 2 1,900 1,900 IPFS Insurance Premium Note Payable 5 11 Total debt 2,963 2,944 Less current portion of long-term debt (1,005 ) (1,011 ) Total long-term debt, net of current portion $ 1,958 $ 1,933
Schedule Short-term Related Party Debt	Schedule Short-term Related Party Debt (in thousands) As of March 31, 2022 As of December 31, 2021 Senior Secured Convertible Debenture - related party $ 346 $ 346 Debt Discount-related party (133 ) (204 ) Senior Secured Convertible Debenture - related party, net 213 $ 142
Schedule of Debt Maturities	The following is a summary of scheduled debt maturities by year (in thousands): Schedule of Debt Maturities 2022 $ 1,218 2023 — 2024 — 2025 — 2026 1,958 Thereafter — Total debt $ 3,176

Stock Warrants (Tables)

Stock Warrants (Tables)	3 Months Ended
	Mar. 31, 2022
Other Liabilities Disclosure [Abstract]
Schedule of Warrant Activities	A summary of the warrant activities for the three months ended March 31, 2022, 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 March 31, 2022 7,083,500 $ 0.05 4.1 375 1 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $ 0.103

Segment Information (Tables)

Segment Information (Tables)	3 Months Ended
	Mar. 31, 2022
Segment Reporting [Abstract]
Schedule of Total Revenue Attributable to Each Segment	The proportion of our total revenue attributable to each segment is as follows: Schedule of Total Revenue Attributable to Each Segment 2022 2021 Three Months Ended As a percentage of total revenue 2022 2021 North America 100.0 % 66.4 % U.K. — % 33.6 % Other foreign markets — % — % Total consolidated revenue 100.0 % 100.0 %
Schedule of Operating Results for Segments	Operating results for the segments are as follows: Schedule of Operating Results for Segments 2022 2021 Three Months Ended 2022 2021 Segment revenue (In thousands) North America $ 285 $ 1,740 U.K. — 880 Other foreign markets — — Total consolidated revenue $ 285 $ 2,620 2022 2021 Three Months Ended 2022 2021 Segment gross profit contribution * (In thousands) North America * $ 92 $ 1,412 U.K. * 1 716 Other foreign markets * — — Total consolidated gross profit * $ 93 $ 2,128 * Segment gross profit is calculated as revenue less direct course expenses, advertising and sales expenses and royalty expenses.
Schedule of Depreciation and Amortization Expenses	Schedule of Depreciation and Amortization Expenses 2022 2021 Three Months Ended 2022 2021 Depreciation and amortization expenses (In thousands) North America $ — $ 2 U.K. — 1 Other foreign markets — — Total consolidated depreciation and amortization expenses $ — $ 3
Schedule of Segment Identifiable Assets	Schedule of Segment Identifiable Assets March 31, December 31, 2022 2021 Segment identifiable assets (In thousands) North America $ 607 $ 1,348 U.K. 60 126 Other foreign markets 191 175 Total consolidated identifiable assets $ 858 $ 1,649

Revenue Recognition (Tables)

Revenue Recognition (Tables)	3 Months Ended
	Mar. 31, 2022
Revenue from Contract with Customer [Abstract]
Schedule of Segment Revenue	The following tables disaggregate our segment revenue by revenue source: Schedule of Segment Revenue Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 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 216 — — 216 1,728 880 — 2,608 Products — — — — 9 — — 9 Coaching and Mentoring — — — — — — — — Online and Subscription 66 — — 66 3 — — 3 Other 3 — — 3 — — — — Total revenue 285 — — 285 1,740 880 — 2,620

Leases (Tables)

Leases (Tables)	3 Months Ended
	Mar. 31, 2022
Leases
Schedule of Lease Related Assets and Liabilities	The table below presents the lease related assets and liabilities recorded on the Company’s Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021: Schedule of Lease Related Assets and Liabilities Balance Sheet Line Classification on the Balance Sheet March 31, 2022 December 31, 2021 (in thousands) Assets Operating lease assets Operating lease right of use assets $ 13 $ 20 Total lease assets $ 13 $ 20 Liabilities Current liabilities: Operating lease liabilities Current operating lease liabilities $ 13 $ 20 Noncurrent liabilities: Operating lease liabilities Long-term operating lease liabilities $ — $ — Total lease liabilities $ 13 $ 20
Schedule of Operating Lease Cost	The table below presents the lease related costs recorded on the Company’s Consolidated Statements of Operations for the three months ended March 31, 2022 and 2021: Schedule of Operating Lease Cost Three Months Ended March 31, Lease cost Classification 2022 2021 (in thousands) Operating lease cost General and administrative expenses $ 6 $ 6 Total lease cost $ 6 $ 6
Schedule of Cash Flow Information Related to Leases	The table below presents supplemental cash flow information related to leases for the three months ended March 31, 2022 and 2021: Schedule of Cash Flow Information Related to Leases Three Months Ended 2022 2021 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 6 $ 6 Supplemental non-cash amounts of lease liabilities arising from obtaining right-of-use assets/(decrease) of lease liability due to cancellation of leases $ — $ —
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 the Company’s operating leases as of March 31, 2022 and December 31, 2021: Schedule of Weighted Average Remaining Lease Terms and weighted Average Discount Rates March 31, 2022 December 31, 2021 Weighted average remaining lease term - operating leases .50 .75 Weighted average discount rate - operating leases 12.00 % 12.00 %

Schedule of Reconciliation of C

Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Cash and cash equivalents	$ 153	$ 576
Restricted cash	135	374
Total cash, cash equivalents, and restricted cash shown in the cash flow statement	$ 288	$ 950

General (Details Narrative)

General (Details Narrative)	3 Months Ended
	Mar. 31, 2022Segments
Accounting Policies [Abstract]
Number of Operating Segments	3

Share-Based Compensation (Detai

Share-Based Compensation (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-Based Payment Arrangement [Abstract]
Share based compensation expense	$ 4,000	$ 0

Schedule of Assets and Liabilit

Schedule of Assets and Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets – discontinued operations
Discontinued Operations [Member]
Cash and cash equivalents
Deferred course expenses
Current assets – discontinued operations
Other assets	33	33
Total major classes of assets – discontinued operations	33	33
Accounts payable	3,581	3,638
Accrued course expenses	571	587
Other accrued expenses	286	439
Deferred revenue	5,261	5,181
Total major classes of liabilities – discontinued operations	$ 9,699	$ 9,845

Schedule of Discontinued Operat

Schedule of Discontinued Operations Income Statement (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Net income from discontinued operations		$ 171
Discontinued Operations [Member]
Revenue		40
Total operating costs and expenses		907
(Loss) Income from discontinued operations		(867)
Other expense, net		(80)
Income tax benefit		1,118
Net income from discontinued operations		$ 171

Schedule of Calculations of Bas

Schedule of Calculations of Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Earnings Per Share [Abstract]
As reported, Net Income	$ (543)	$ 253
As reported, Weighted Average Shares Outstanding	33,918	23,279
Amounts allocated to unvested restricted shares and warrants, Net Income		$ (1)
Amounts allocated to unvested restricted shares and warrants, Weighted Average Shares Outstanding		(92)
Amounts available to common stockholders, Net Income	$ (543)	$ 252
Amounts available to common stockholders, Weighted Average Shares	33,918	23,187
Amounts available to common stockholders, Earnings Per Share	$ (0.02)	$ 0.01
Amounts allocated to unvested restricted shares, Net Income		$ 1
Amounts allocated to unvested restricted shares, Weighted Average Shares Outstanding		92
Stock warrants, Net Income
Stock warrants, Weighted Average Shares Outstanding
Shares of common stock to be issued for convertible note, Net Income
Shares of common stock to be issued for convertible note, Weighted Average Shares Outstanding		1,750
Amounts reallocated to unvested restricted shares, Net Income		$ (1)
Amounts reallocated to unvested restricted shares, Weighted Average Shares Outstanding
Amounts available to stockholders and assumed conversions, Net Income	$ (543)	$ 252
Amounts available to stockholders and assumed conversions, Weighted Average Shares Outstanding	33,918	25,029
Amounts available to stockholders and assumed conversions, Earnings Per Share	$ (0.02)	$ 0.01

Earnings Per Share (Details Nar

Earnings Per Share (Details Narrative) - shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Earnings Per Share [Abstract]
Weighted average unvested restricted stock awards outstanding	790,000	91,500

Schedule of Short-term and Long

Schedule of Short-term and Long-term Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Total debt	$ 2,963	$ 2,944
Less current portion of long-term debt	(1,005)	(1,011)
Total long-term debt, net of current portion	1,958	1,933
Senior Secured Convertible Debenture [Member]
Debt Instrument [Line Items]
Senior Secured Convertible Debenture	500	500
Debt Discount	(442)	(467)
Senior Secured Convertible Debenture, net	58	33
Paycheck Protection Program Loan [Member]
Debt Instrument [Line Items]
Total debt	1,000	1,000
Paycheck Protection Program Loan Two [Member]
Debt Instrument [Line Items]
Total debt	1,900	1,900
IPFS Insurance Premium Note Payable [Member]
Debt Instrument [Line Items]
Total debt	$ 5	$ 11

Schedule Short-term Related Par

Schedule Short-term Related Party Debt (Details) - Senior Secured Convertible Debenture [Member] - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Senior Secured Convertible Debenture - related party	$ 500	$ 500
Debt Discount-related party	(442)	(467)
Senior Secured Convertible Debenture - related party, net	58	33
Related Party [Member]
Debt Instrument [Line Items]
Senior Secured Convertible Debenture - related party	346	346
Debt Discount-related party	(133)	(204)
Senior Secured Convertible Debenture - related party, net	$ 213	$ 142

Schedule of Debt Maturities (De

Schedule of Debt Maturities (Details) $ in Thousands	Mar. 31, 2022USD ($)
Debt Disclosure [Abstract]
2022	$ 1,218
2023
2024
2025
2026	1,958
Thereafter
Total debt	$ 3,176

Short-Term and Long-Term Debt_2

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

Mar. 29, 2022

Mar. 29, 2022

Mar. 29, 2022

Dec. 31, 2021

Oct. 15, 2021

Aug. 27, 2021

Aug. 04, 2021

Jul. 30, 2021

May 04, 2021

Apr. 20, 2021

Mar. 08, 2021

Apr. 27, 2020

Mar. 31, 2022

Mar. 31, 2021

Sep. 30, 2021

Dec. 31, 2021

Mar. 08, 2022

Oct. 27, 2021

Mar. 10, 2021

Debt Instrument [Line Items]

Proceeds from debt

$ 100,000

Adjustments to Additional Paid in Capital, Convertible Debt with Conversion Feature

$ 375,000

Amortization of debt discount

$ 96,000

Remaining outstanding principal balance

$ 300,000

$ 300,000

Line of credit

$ 200,000

Additional paid-in capital

$ 13,161,000

13,165,000

$ 13,161,000

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]

Debt interest rate

5.55%

Debt term

10 months

Insurance coverage amount

$ 26,000

Accrued insurance

4,000

Minimum [Member]

Debt Instrument [Line Items]

Debt fee amount

$ 1,000,000

Maximum [Member]

Debt Instrument [Line Items]

Debt fee amount

$ 675,000

LTP Debenture [Member]

Debt Instrument [Line Items]

Amortization of debt discount

$ 57,000

0

Debt instrument unconverted amount

$ 46,000

Accrued interest

$ 9,000

Subordinated Debenture [Member] | Michel Botbol [Member]

Debt Instrument [Line Items]

Debt interest rate

10.00%

Debt instrument, fee amount

$ 25,000

Debt instrument conversion price

$ 0.05

Warrant issued strike price

$ 0.05

Warrants maturity date

May 4, 2026

Debt Conversion, Converted Instrument, Shares Issued

500,000

Warrants exercise price percentage

19.90%

GLD Debenture [Member] | Restricted Stock [Member]

Debt Instrument [Line Items]

Restricted shares, granted

150,000

Legacy Tech Partners LLC [Member] | Senior Secured Convertible Debenture [Member]

Debt Instrument [Line Items]

Debt interest rate

10.00%

Convertible Debt

$ 375,000

Debt instrument conversion price

$ 0.05

Warrant issued strike price

$ 0.05

Warrants maturity date

Mar. 8, 2026

Proceeds from debt

$ 314,000

Legal fees

$ 61,000

Debt Conversion, Description

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.

Debt Conversion, Converted Instrument, Amount

$ 330,000

Debt Conversion, Converted Instrument, Shares Issued

6,600,000

Share price

$ 0.155

Adjustments to Additional Paid in Capital, Convertible Debt with Conversion Feature

375,000

Amortization of debt discount

$ 14,000

0

Legacy Tech Partners LLC [Member] | Senior Secured Convertible Debenture [Member] | Prior to March 31, 2021 [Member]

Debt Instrument [Line Items]

Convertible Debt

$ 625,000

Legacy Tech Partners LLC [Member] | Senior Secured Convertible Debenture [Member] | Prior to March 08, 2024 [Member]

Debt Instrument [Line Items]

Convertible Debt

$ 4,000,000

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

Debt Instrument [Line Items]

Beneficial conversion feature

228,000

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

Debt Instrument [Line Items]

Debt interest rate

10.00%

Debt instrument, fee amount

$ 500,000

Debt Instrument, Maturity Date

Aug. 27, 2026

Debt instrument conversion price

$ 0.0005

Warrant issued strike price

$ 0.05

Warrants maturity date

Aug. 27, 2026

Proceeds from debt

485,200

Legal fees

14,800

Share price

$ 0.10

Amortization of debt discount

25,000

0

Beneficial conversion feature

500,000

Warrants exercise price percentage

19.90%

Additional paid-in capital

$ 500,000

$ 500,000

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

Debt Instrument [Line Items]

Additional borrowing limit

$ 500,000

First Draw PPP Loan [Member]

Debt Instrument [Line Items]

Proceeds from loans

$ 1,899,832

Debt interest rate

1.00%

1.00%

1.00%

1.00%

Debt instrument, fee amount

$ 1,000,000

Debt Instrument, Maturity Date

Apr. 24, 2025

Apr. 24, 2022

Debt term

60 months

Debt instrument periodic payment

$ 29,000

Interest Paid, Including Capitalized Interest, Operating and Investing Activities

2,500

$ 0

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

Debt Instrument [Line Items]

Debt Instrument, Decrease, Forgiveness

$ 900,000

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

Debt Instrument [Line Items]

Debt Instrument, Decrease, Forgiveness

$ 11,000

Second Draw PPP Loan [Member]

Debt Instrument [Line Items]

Proceeds from loans

$ 1,899,832

Debt interest rate

1.00%

Debt instrument, fee amount

$ 1,900,000

Debt term

60 months

Schedule of Warrant Activities

Schedule of Warrant Activities (Details) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022USD ($)$ / sharesshares
Defined Benefit Plan Disclosure [Line Items]
Number of Shares, Outstanding, Beginning balance | shares
Weighted Average Exercise Price, Outstanding, Beginning balance
Aggregate Intrinsic Value, Beginning | $		[1]
Number of Shares, Outstanding, Beginning balance | shares	7,083,500
Weighted Average Exercise Price, Outstanding, Beginning balance	$ 0.05
Number of Shares, Outstanding, Beginning balance | shares	7,083,500
Weighted Average Exercise Price, Outstanding, Beginning balance	$ 0.05
Weighted Average Remaining Contractual Term in Years, ending.	4 years 3 months 18 days
Aggregate Intrinsic Value, Beginning | $	$ 79	[1]
Number of Shares, Outstanding, Beginning balance | shares	7,083,500
Weighted Average Exercise Price, Outstanding, Beginning balance	$ 0.05
Weighted Average Remaining Contractual Term in Years, Exercisable	4 years 1 month 6 days
Aggregate Intrinsic Value, Beginning | $	$ 375	[1]
Legacy Tech Partners, LLC (LTP) [Member]
Defined Benefit Plan Disclosure [Line Items]
Commons stock closing stock price per share	$ 0.103
[1]	The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $ 0.103

Stock Warrants (Details Narrati

Stock Warrants (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	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
Warrants conversion percentage		10.00%
Junior Subordinated Debenture Owed to Unconsolidated Subsidiary Trust		$ 25,000
Common stock exercise price per share		$ 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
Warrants conversion percentage	10.00%
Junior Subordinated Debenture Owed to Unconsolidated Subsidiary Trust	$ 330,000
Common stock exercise price per share	$ 0.05

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income tax (benefit) expense	$ 136	$ 1,100
Effective tax rates	20.00%	92.70%
U.S. statutory corporate tax rate	21.00%
Valuation allowances	$ 3,500		$ 3,500
Unrecognized tax benefits	$ 300		$ 300

Concentration Risk (Details Nar

Concentration Risk (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2022	Dec. 31, 2021
Concentration Risk [Line Items]
Cash balances without FDIC		$ 40	$ 40
License Agreement [Member] | Rich Dad Brands [Member]
Concentration Risk [Line Items]
[custom:ConcentrationRiskThresholdPercentage]	60.49%

Schedule of Total Revenue Attri

Schedule of Total Revenue Attributable to Each Segment (Details)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Revenues from External Customers and Long-Lived Assets [Line Items]
Total consolidated revenue	100.00%	100.00%
North America [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total consolidated revenue	100.00%	66.40%
UNITED KINGDOM
Revenues from External Customers and Long-Lived Assets [Line Items]
Total consolidated revenue		33.60%
Other Foreign Markets [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total consolidated revenue

Schedule of Operating Results f

Schedule of Operating Results for Segments (Details) - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2022	Mar. 31, 2021
Revenues from External Customers and Long-Lived Assets [Line Items]
Total consolidated revenue		$ 285	$ 2,620
Total consolidated gross profit	[1]	93	2,128
North America [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total consolidated revenue		285	1,740
Total consolidated gross profit	[1]	92	1,412
UNITED KINGDOM
Revenues from External Customers and Long-Lived Assets [Line Items]
Total consolidated revenue			880
Total consolidated gross profit	[1]	1	716
Other Foreign Markets [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total consolidated revenue
Total consolidated gross profit	[1]
[1]	Segment gross profit is calculated as revenue less direct course expenses, advertising and sales expenses and royalty expenses.

Schedule of Depreciation and Am

Schedule of Depreciation and Amortization Expenses (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Revenues from External Customers and Long-Lived Assets [Line Items]
Total consolidated depreciation and amortization expenses		$ 3
North America [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total consolidated depreciation and amortization expenses		2
UNITED KINGDOM
Revenues from External Customers and Long-Lived Assets [Line Items]
Total consolidated depreciation and amortization expenses		1
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	Mar. 31, 2022	Dec. 31, 2021
Revenues from External Customers and Long-Lived Assets [Line Items]
Total consolidated identifiable assets	$ 858	$ 1,649
North America [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total consolidated identifiable assets	607	1,348
UNITED KINGDOM
Revenues from External Customers and Long-Lived Assets [Line Items]
Total consolidated identifiable assets	60	126
Other Foreign Markets [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total consolidated identifiable assets	$ 191	$ 175

Schedule of Segment Revenue (De

Schedule of Segment Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue [Line Items]
Total revenue	$ 285	$ 2,620
North America [Member]
Disaggregation of Revenue [Line Items]
Total revenue	285	1,740
UNITED KINGDOM
Disaggregation of Revenue [Line Items]
Total revenue		880
Other Foreign Markets [Member]
Disaggregation of Revenue [Line Items]
Total revenue
Seminars [Member]
Disaggregation of Revenue [Line Items]
Total revenue	216	2,608
Seminars [Member] | North America [Member]
Disaggregation of Revenue [Line Items]
Total revenue	216	1,728
Seminars [Member] | UNITED KINGDOM
Disaggregation of Revenue [Line Items]
Total revenue		880
Seminars [Member] | Other Foreign Markets [Member]
Disaggregation of Revenue [Line Items]
Total revenue
Product [Member]
Disaggregation of Revenue [Line Items]
Total revenue		9
Product [Member] | North America [Member]
Disaggregation of Revenue [Line Items]
Total revenue		9
Product [Member] | UNITED KINGDOM
Disaggregation of Revenue [Line Items]
Total revenue
Product [Member] | Other Foreign Markets [Member]
Disaggregation of Revenue [Line Items]
Total revenue
Coaching and Mentoring [Member]
Disaggregation of Revenue [Line Items]
Total revenue
Coaching and Mentoring [Member] | North America [Member]
Disaggregation of Revenue [Line Items]
Total revenue
Coaching and Mentoring [Member] | UNITED KINGDOM
Disaggregation of Revenue [Line Items]
Total revenue
Coaching and Mentoring [Member] | Other Foreign Markets [Member]
Disaggregation of Revenue [Line Items]
Total revenue
Online and Subscription [Member]
Disaggregation of Revenue [Line Items]
Total revenue	66	3
Online and Subscription [Member] | North America [Member]
Disaggregation of Revenue [Line Items]
Total revenue	66	3
Online and Subscription [Member] | UNITED KINGDOM
Disaggregation of Revenue [Line Items]
Total revenue
Online and Subscription [Member] | Other Foreign Markets [Member]
Disaggregation of Revenue [Line Items]
Total revenue
Other [Member]
Disaggregation of Revenue [Line Items]
Total revenue	3
Other [Member] | North America [Member]
Disaggregation of Revenue [Line Items]
Total revenue	3
Other [Member] | UNITED KINGDOM
Disaggregation of Revenue [Line Items]
Total revenue
Other [Member] | Other Foreign Markets [Member]
Disaggregation of Revenue [Line Items]
Total revenue

Revenue Recognition (Details Na

Revenue Recognition (Details Narrative) $ in Millions	3 Months Ended
	Mar. 31, 2022USD ($)
Revenue from Contract with Customer [Abstract]
Deferred revenue	$ 2.3
Reserve description	As of March 31, 2022, we maintain a reserve for breakage of $2.0 million for the fulfillment of our obligation to students whose contracts expired during our COVID-19 60-day operational hiatus during Q2 2020
Reserve for breakage	$ 2

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative)

Feb. 22, 2022USD ($)

Aug. 12, 2021GBP (£)

Dec. 08, 2020USD ($)

Jul. 24, 2020GBP (£)

Mar. 18, 2020GBP (£)

Mar. 31, 2022USD ($)

Mar. 31, 2021USD ($)

Dec. 31, 2021USD ($)

May 19, 2021USD ($)

Feb. 18, 2021USD ($)

Dec. 08, 2020GBP (£)

Nov. 26, 2019GBP (£)

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Construction Payable, Current

$ 400,000

$ 60,000

$ 100,000

Payments for Legal Settlements

$ 340,000

Litigation settlement expense

£ 392,761.70

£ 461,459.70

60

Deferred revenue

$ 2,300,000

Payment for administrative fees

$ 390,600

Property investment | £

£ 363,000

Contribution of property

$ 924,000

Late payment interest | £

£ 68,698

Mr. Kostiner [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Litigation settlement expense | £

£ 35,000

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

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 ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Total lease assets	$ 13	$ 20
Current operating lease liabilities	13	20
Long-term operating lease liabilities
Total lease liabilities	13	20
Operating Lease Right of Use Assets [Member]
Total lease assets	$ 13	$ 20

Schedule of Operating Lease Cos

Schedule of Operating Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Leases
General and administrative expenses	$ 6	$ 6
Total lease cost	$ 6	$ 6

Schedule of Cash Flow Informati

Schedule of Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$ 6	$ 6
Supplemental non-cash amounts of lease liabilities arising from obtaining right-of-use assets/(decrease) of lease liability due to cancellation of leases

Schedule of Weighted Average Re

Schedule of Weighted Average Remaining Lease Terms and weighted Average Discount Rates (Details)	Mar. 31, 2022	Mar. 31, 2021
Leases
Weighted average remaining lease term - operating leases	6 months	9 months
Weighted average discount rate - operating leases	12.00%	12.00%

Leases (Details Narrative)

Leases (Details Narrative)	Mar. 31, 2022
Leases
Lease term	12 months

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - Subsequent Event [Member] - SBA Loan Agreement [Member]	May 03, 2022USD ($)
Subsequent Event [Line Items]
Proceeds from loans	$ 200,000
Debt interest rate	3.75%
Debt description	Installment payments, including principal and interest, are due monthly beginning twenty-four (24) months from the date of the EIDL Loan in the amount of $1 thousand. The balance of principal and interest is payable thirty (30) years from the date of the SBA note