Legacy Education Alliance (LEAI) 10-K 19 May 23 2022 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2022	Apr. 17, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Period Focus	FY
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 NE 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
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 3,459,508
Entity Common Stock, Shares Outstanding		38,182,697
ICFR Auditor Attestation Flag	false
Auditor Firm ID	5814
Auditor Name	Ram Associates
Auditor Location	Hamilton, New Jersey

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 112	$ 576
Restricted cash	111	374
Deferred course expenses	163	304
Prepaid expenses and other current assets	342	607
Inventory	1	1
Discontinued operations current assets
Total current assets	729	1,862
Right-of-use assets	113	20
Other assets	6	6
Discontinued operations-other assets	32	33
Total assets	880	1,921
Current liabilities:
Accounts payable	2,577	2,544
Royalties payable	110	110
Accrued course expenses	237	252
Accrued salaries, wages and benefits	195	202
Operating lease liability, current portion	67	20
Other accrued expenses	2,940	2,114
Deferred revenue	3,470	4,438
Short-term related party debt, net of unamortized debt discount of $383	2,429	142
Current portion of long term debt, net of unamortized debt discount of $0	1,184	1,011
Discontinued operations-current liabilities	9,243	9,845
Total current liabilities	22,452	20,678
Long-term debt, net of current portion and net of unamortized debt discount	558	1,933
Deferred tax liability, net	796	1,493
Other long term liabilities
Operating lease liability, net of current portion	46
Total liabilities	23,852	24,104
Commitments and contingencies (Note 13)
Stockholders’ deficit:
Common stock, $0.0001 par value; 200,000,000 authorized; 38,182,697 and 37,867,697 shares issued and outstanding as of December 31, 2022 and December 31, 2021	3	3
Additional paid-in capital	13,217	13,161
Cumulative foreign currency translation adjustment	1,593	837
Accumulated deficit	(37,695)	(36,184)
Non Controlling Interest	(91)
Total stockholders’ deficit	(22,973)	(22,183)
Total liabilities and stockholders’ deficit	$ 880	$ 1,921

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Defined Benefit Plan Disclosure [Line Items]
Unamortized debt discount current	$ 0	$ 0
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	38,182,697	37,867,697
Common stock, shares outstanding	38,182,697	37,867,697
Short Term Related Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Unamortized debt discount current	$ 383	$ 383

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Revenue	$ 1,084	$ 7,710
Operating costs and expenses:
Direct course expenses	456	2,294
Advertising and sales expenses	223	1,636
Royalty expenses
General and administrative expenses	2,647	4,195
Total operating costs and expenses	3,326	8,125
Income (loss) from operations	(2,242)	(415)
Other expense:
Interest expense, net	(453)	(524)
Other expense, net	3	8
Gain on forgiveness of PPP Loan	1,148	910
Total other expense, net	698	394
Income (loss) from continuing operations before income taxes	(1,544)	(21)
Income tax (expense) benefit	(58)	(716)
Net income (loss) from continuing operations	(1,602)	(737)
Income from discontinued operations	0	171
Net income from discontinued operations		171
Less: Net Income attributable to Non controlling interest	91
Net income (loss)	$ (1,511)	$ (566)
Basic earnings (loss) per common share - continuing operations	$ (0.04)	$ (0.02)
Basic earnings (loss) per common share - discontinued operations
Basic earnings (loss) per common share	(0.04)	(0.02)
Diluted earnings (loss) per common share - continuing operations	(0.04)	(0.02)
Diluted earnings (loss) per common share - discontinued operations
Diluted earnings (loss) per common share	$ (0.04)	$ (0.02)
Basic weighted average common shares outstanding	35,486	29,187
Diluted weighted average common shares outstanding	35,486	29,187
Comprehensive income:
Foreign currency translation adjustments, net of tax of $0	$ 756	$ 421
Total comprehensive income (loss)	$ (755)	$ (145)

Consolidated Statements of Op_2

Consolidated Statements of Operations and Comprehensive Income (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 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 - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Foreign Currency Adjustment Attributable to Parent [Member]	Retained Earnings [Member]	Noncontrolling Interest [Member]	Total
Balance at Dec. 31, 2020	$ 2	$ 11,564	$ 416	$ (35,618)		$ (23,636)
Balance, shares at Dec. 31, 2020	23,279
Share-based compensation expense		122				122
Foreign currency translation adjustment, net of tax of $0			421			421
Net loss				$ (566)		$ (566)
Share based compensation expense, shares	2,900
Cancellation of common stock		(15,000)				(15,000)
Cancellation of common stock, shares	(945)
Common stock issued for stock option purchase		$ 13				$ 13
Common stock issued for stock option purchase, shares	1,600
Common stock and warrants issued for notes payable to related party from conversion of senior secured convertible debt – related party debt discount	$ 1	354				355
Common stock and warrants issued for notes payable to related party from conversion of senior secured convertible debt related party debt discount, shares	7,084
Beneficial conversion feature for senior secured convertible debenture		500				500
Beneficial conversion feature for senior secured convertible debenture-related party		623				623
Balance at Dec. 31, 2021	$ 3	13,161	837	(36,184)		(22,183)
Balance, shares at Dec. 31, 2021	33,918
Share-based compensation expense		10				10
Issuance of common stock		45				45
Balance, shares	250
Shares issued as per forbearance agreement		1				1
Balance, shares	4,015
Treasury stock
Issuance of common stock
Foreign currency translation adjustment, net of tax of $0			756			756
Net loss				(1,511)	(91)	(1,602)
Balance at Dec. 31, 2022	$ 3	$ 13,217	$ 1,593	$ (37,695)	$ (91)	$ (22,972)
Balance, shares at Dec. 31, 2022	38,183

Consolidated Statements of Ch_2

Consolidated Statements of Changes in Stockholders' Deficit (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 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 - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (1,602)	$ (566)
Less net income from discontinued operations		171
Net income (loss) from continuing operations	(1,602)	(737)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		4
Non-cash lease expense	20	27
Share-based compensation	56	122
Cancellation of common stock		(15)
Amortization of debt discount	344	453
Gain on debt extinguishment (PPP loan forgiveness)	(1,148)	(910)
Deferred income taxes	(605)	1,359
Changes in operating assets and liabilities:
Deferred course expenses	158	844
Prepaid expenses and other receivable	(67)	559
Inventory		9
Other assets	1
Accounts payable-trade	(307)	685
Royalties payable		(11)
Accrued course expenses	(72)	(25)
Accrued salaries, wages and benefits	(8)	129
Operating lease liability	(20)	(27)
Other accrued expenses	535	(1,503)
Deferred revenue	(1,308)	(5,782)
Net cash used in operating activities - continuing operations	(4,023)	(4,819)
Net cash (used in) provided by operating activities - discontinued operations		(13)
Net cash used in operating activities	(4,023)	(4,832)
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	1,888	(11)
Proceeds from borrowing Paycheck Protection Program loan		1,900
Proceeds from debentures including related parties		1,200
Issuance of common stock for stock option purchase	28	13
Net cash provided by financing activities - continuing operations	1,916	3,102
Net cash provided by financing activities - discontinued operations
Net cash provided by financing activities	1,916	3,102
Effect of exchange rate differences on cash	1,380
Net decrease in cash and cash equivalents and restricted cash	(727)	(1,730)
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	223	950
Supplemental disclosures:
Cash paid during the period for interest	11	3
Cash received during the period for income taxes, net of tax payments		(52)
Supplemental disclosure of non-cash activity:
Supplemental non-cash amounts of lease liabilities arising from obtaining right-of-use assets/(decrease) of lease liability due to cancellation of leases		(1)
Non-cash disposal of property
Common stock and warrants issued from conversion of senior convertible debenture – related party		355
Initial recognition of beneficial conversion feature for senior secured convertible debt - related party		896
Note payable issued for insurance policy financing		$ 26

Business Description and Basis

Business Description and Basis of Presentation	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Business Description and Basis of Presentation	Note 1— Business Description and Basis of Presentation Business Description. Legacy Education Alliance, Inc. is 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. Legacy’s programs are offered through a variety of formats and channels, including free workshops, basic trainings, forums, telephone mentoring, one-on-one mentoring, coaching and e-learning. During the year ended December 31, 2022, Legacy marketed its products and services under Building Wealth with Legacy TM Building Wealth with Legacy TM Homemade Investor by Tarek El Moussa TM The Company’s 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”), the Company recognizes revenue upon the earlier of (i) when its 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. The Company recognizes revenue immediately when it sells (i) its proprietary products delivered at time of sale and (ii) third party products. The Company’s symposiums and forums combine multiple advanced training courses in one location, allowing the Company 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 its students’ experience, particularly, for example, through the opportunity to network with other students. The Company also provides a richer experience for its students through one-on-one mentoring (two to four days in length, on site or remotely, although it has suspended providing on-site mentorships as a result of the COVID-19 pandemic) and telephone mentoring (10 to 16 weekly one-on-one or one-on-many telephone sessions). Mentoring involves a subject matter expert interacting with the student remotely or in person and guiding the student, for example, through his or her first real estate transaction, providing a real hands-on experience. The Company was founded in 1996, and through a reverse merger, became a publicly held company in November 2014. Today, Legacy is a global company that has cumulatively served more than two million students from more than 150 countries and territories over the course of its operating history . The Company’s operations have traditionally relied heavily on the ability to travel and attend live events where large groups of people gather in local markets within each of the segments in which it operates. As a result of the COVID-19 coronavirus pandemic, and the resulting worldwide restrictions on travel and social distancing, the Company temporarily ceased conducting live sales and fulfillment and furloughed substantially all of its employees. The Company resumed online operations in July 2020, and live operations in November 2020. The Company has simplified its product offerings and restructured its compensation program with respect to both employees and independent contractors to reduce costs and improve margins, but there can be no assurances that the Company will be effective in selling its products and services, or what the impact such activities will have on its financial performance. Due to the continuing COVID-19 pandemic, the Company suspended live in-person events in December 2021 to assess the strategic plan and will continue the suspension into fiscal year 2022. The Company is not able to fully quantify the impact that these factors will have on our future financial results. The Company’s operations are managed through three Since January 1, 2020, Legacy has operated under two brands: ● Building Wealth with Legacy TM ● Homemade Investor by Tarek El Moussa TM Homemade Investor by Tarek El Moussa TM Building Wealth with Legacy TM Merger Basis of Presentation. Discontinued Operations Reclassification.

Significant Accounting Policies

Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Significant Accounting Policies	Note 2— Significant Accounting Policies Going Concern Use of Estimates Cash and cash equivalents Restricted cash Deposits with credit card processors The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts in the consolidated cash flow statements: Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash December 31, December 31, 2022 2021 (in thousands) Cash and cash equivalents $ 112 $ 576 Restricted cash 111 374 Total cash, cash equivalents, and restricted cash shown in the cash flow statement $ 223 $ 950 Financial Instruments Inventory Property, equipment and Impairment of long-lived assets Schedule of Estimated Useful Lives of Assets Building 40 years Residential rental properties 27.5 Furniture, fixtures and equipment 3 7 years Purchased software 3 years Residential rental properties generate monthly income from individual tenants. Income from these properties is recognized and included in other income. We no longer have any residential rental properties as these were transferred to the administrators in the UK in December 2020 (See Note 5– Property and Equipment Leasehold improvements are amortized over the shorter of the estimated useful asset life or the remaining term of the applicable lease. In accordance with U.S. GAAP, we evaluate the carrying amount of our long-lived assets such as property and equipment, and finite-lived intangible assets subject to amortization for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by the comparison of its carrying amount with the future net cash flows the asset is expected to generate. We look primarily to the undiscounted future cash flows in the assessment of whether or not long-lived assets have been impaired. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset. Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities” Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt. Stock Warrants The Company accounts for stock warrants as equity in accordance with ASC 480 – Distinguishing Liabilities from Equity ASC 815 – Derivatives and Hedging Revenue recognition We recognize revenue when our customers obtain control of promised goods or services, in an amount that reflects the consideration which we expect to receive in exchange for those goods or services, in accordance with Topic 606. Revenue amounts presented in our consolidated financial statements are recognized net of sales tax, value-added taxes, and other taxes. In the normal course of business, we recognize revenue based on the customers’ attendance of the course, mentoring training, coaching session or delivery of the software, data or course materials on-line. After a customer contract expires, we record breakage revenue less a reserve for cases where we allow a customer to attend after expiration. We had deferred revenue of $ 3.5 4.4 The following tables disaggregate our segment revenue by revenue source: Schedule of Segment Revenue Revenue Type: North America U.K. Other foreign markets Total Consolidated Revenue North America U.K. Other foreign markets Total Consolidated Revenue Year Ended December 31, 2022 Year Ended December 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 $ 1,082 — $ — $ 1,082 $ 4,564 $ 880 — $ 5,444 Products 2 — — 2 199 — — 199 Coaching and Mentoring - — — — — — — — Online and Subscription — — — — 76 — — 76 Other - — — — 182 1,809 — 1,991 Total revenue $ 1,084 — $ — $ 1,084 $ 5,021 $ 2,689 — $ 7,710 Deferred course expenses Advertising expenses Income taxes Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements and prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, disclosures and transition. Foreign currency translation Foreign Currency Translation Share-based compensation Compensation—Stock Compensation Share-Based Compensation Comprehensive income (loss) Discontinued operations “Presentation of Financial Statements Discontinued Operations” Discontinued Operations New Accounting Pronouncements We have implemented all new accounting pronouncements that are in effect and that management believes would materially affect our financial statements. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06 – Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) – Accounting for Convertible Instruments Contracts in an Entity’s Own Equity In March 2021, the FASB issued ASU 2021-04, “Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The amendments provide optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The application of this guidance will not have a material impact on our financial statements.

Concentration Risk

Concentration Risk	12 Months Ended
	Dec. 31, 2022
Risks and Uncertainties [Abstract]
Concentration Risk	Note 3— Concentration Risk Cash and Cash Equivalents We maintain deposits in banks which may exceed the federal deposit insurance available. Management believes the potential risk of loss on these cash and cash equivalents to be minimal. All cash balances as of December 31, 2022 and 2021, including foreign subsidiaries, without FDIC coverage was $ 0.0 0.0

Discontinued Operations

Discontinued Operations	12 Months Ended
	Dec. 31, 2022
Discontinued Operations and Disposal Groups [Abstract]
Discontinued Operations	Note 4 — Discontinued Operations On January 27, 2021, Legacy Australia, a wholly owned subsidiary of the Company, 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 Legacy Australia (“Australia Liquidators”), to supervise a Creditors Voluntary Liquidation of Legacy Australia. Subject to the approval of the creditors of Legacy Australia at a meeting held on February 23, 2021, Australian Eastern Daylight Time (“AEDT”) (February 22, 2021, EST), the Australia Liquidators will wind down the business of Legacy 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 Legacy 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 Legacy UK liquidators on March 21, 2022. On March 2, 2021, Legacy Education Alliance Holdings, Inc. the sole shareholder of Legacy Hong Kong, a subsidiary of the Company, adopted a resolution to wind up voluntarily the affairs of Legacy 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 Legacy Hong Kong (“Hong Kong Liquidators”). At a meeting of the creditors of Legacy Hong Kong held on March 2, 2021, the creditors similarly approved the voluntary winding up of Legacy Hong Kong and the appointment of Cosimo Borrelli and Li Chung Ngai (also known as Anson Li), as the Hong Kong Liquidators. The Hong Kong Liquidators will wind up the business of Legacy 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 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 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 The major classes of assets and liabilities of the entities classified as discontinued operations were as follows: Schedule of Financial Results of Discontinued Operation December 31, December 31, 2022 2021 (in thousands) Major classes of assets Cash and cash equivalents $ — $ — Deferred course expenses — — Discontinued operations-current assets — — Other assets 32 33 Total major classes of assets - discontinued operations $ 32 $ 33 Major classes of liabilities Accounts payable $ 3,332 $ 3,638 Accrued course expenses 526 587 Other accrued expenses 390 439 Deferred revenue 4,995 5,181 Total major classes of liabilities - discontinued operations $ 9,243 $ 9,845 The financial results of the discontinued operations are as follows: 2022 2021 Years Ended December 31, 2022 2021 (in thousands) Revenue $ - $ 40 Total operating costs and expenses 907 Income (loss) from discontinued operations (867 ) Other income (expense), net (80 ) Income tax benefit (expense) 1,118 ) Net income from discontinued operations $ - $ 171

Property and Equipment

Property and Equipment	12 Months Ended
	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Property and Equipment	Note 5— Property and Equipment Property and equipment consists of the following (in thousands): Schedule of Property and Equipment 2022 2021 As of December 31, 2022 2021 Land $ — $ — Building and residential properties — — Software — — Equipment — 234 Furniture and fixtures — — Building and leasehold improvements — — Property and equipment — 234 Less: accumulated depreciation — (234 ) Property and equipment, net $ — $ — Depreciation expense on the property and equipment in each of the years ended December 31, 2022 and 2021 was $ 0.0 4.0

Short-Term and Long-Term Debt

Short-Term and Long-Term Debt	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
Short-Term and Long-Term Debt	Note 6 - Short-Term and Long-Term Debt Schedule of Long-term Debt (in thousands) As of December 31, 2022 As of December 31, 2021 Senior Secured Convertible Debenture $ - $ 500 EDIL Loan 200 Debt Discount (383 ) (467 ) Senior Secured Convertible Debenture, net (183 ) 33 Paycheck Protection Program loan 1,000 1,000 Paycheck Protection Program loan 2 742 1,900 IPFS Insurance Premium Note Payable - 11 Total debt 1,559 2,944 Less current portion of long-term debt (1,001 ) (1,011 ) Total long-term debt, net of current portion $ 558 $ 1,933 Schedule of Short-term Related Party Debt (in thousands) As of December 31, 2022 As of December 31, 2021 Senior Secured Convertible Debenture - related party $ 2,413 $ 346 Debt Discount-related party - (204 ) Senior Secured Convertible Debenture - related party, net $ 2,413 $ 142 Schedule of Debt Maturities 2023 $ 2,566 2024 148 2025 148 2026 148 Thereafter 1,161 Total debt $ 4,171 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 17 equal monthly payments In March 2021, ELE was notified that PPBI sold substantially all of its PPP loans, including the First Draw PPP 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 the First Draw PPP Loan. On August 4, 2021, ELE received notice from TLS that its First Draw PPP Loan had been partially forgiven in the amount of $ 900 11 1.0 April 24, 2022 60 1.0% 29 16 0 Senior Secured Convertible Debenture and Exercise of Conversion Rights. On March 8, 2021, the Company issued a $ 375 10 0.05 0.05 March 8, 2026 625 4 375 314 61 The aggregate number of shares issuable upon conversion of the LTP Debenture and upon the exercise of the LTP Warrants may not exceed 19.9 19.9 330 6.6 Note 7 – Stock Warrants 0.155 375 375 14 0.0 On August 27, 2021, the Company amended the terms of the LTP Debenture to reduce LTP’s maximum funding obligation from $ 1 675 300 100 300 200 228 194 0.0 On March 8, 2022, the Company defaulted on the LTP Debenture in the remaining amount left unconverted of $ 46 9 Second Draw Paycheck Protection Program Note Agreement. On April 20, 2021, ELE closed on an unsecured Paycheck Protection Program Note agreement (the “Promissory Note”) to borrow $ 1,899,832 1.0 60 1.14 Debenture, Warrant and Guaranty Agreements, and Exercise of Conversion Rights. On May 4, 2021, the Company issued a 10% Subordinated Secured Convertible Debenture (“Subordinated Debenture”) in the principal amount of $ 25 10 0.05 0.05 May 4, 2026 19.9 25 500 Note 7 – 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”). The Intercreditor Agreement also appoints Barry Kostiner as Servicing Agent (as defined therein) to act on behalf of 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 (as defined below). 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. On July 15, 2022, the Company entered into a Forbearance Agreement (the “Forbearance Agreement”) with GLD with respect to the GLD Debenture, and LTP with respect to the LTP Debenture (with the GLD Debenture, the “Debentures” and each sometimes, a “Debenture”). Pursuant to the Forbearance Agreement, GLD and LTP each agreed to forbear from exercising its rights against the Company under the applicable Debenture until the earlier of (i) a default under the Forbearance Agreement or a new default under such Debenture or (ii) October 15, 2022 (the “Forbearance Period”). Prior to the expiration of the Forbearance Period, the Company agreed to cause a sale of the GLD Debenture to ABCImpact I, LLC, a Delaware limited liability company (“ABCImpact”), or as directed by ABCImpact, at a purchase price equal to the outstanding balance due and payable on the GLD Debenture by no later than October 15, 2022, which shall be in full and complete satisfaction of the Company’s obligations to GLD under the GLD Debenture. The Company also paid $ 25,000 Until the date that the GLD Debenture is sold to ABCImpact and the LTP Debenture has been repaid in full, the Company shall cause Mayer and Associates LLC, a shareholder of the Company, to be restricted from exercising its existing option for 18,400,000 .0001 As partial consideration for GLD entering into the Forbearance Agreement, the Company agreed to issue to GLD 2,100,000 .0001 1,600,000 0001 The Company also agreed to use its best efforts to effect a spin-off of an existing to-be-determined subsidiary of the Company, pursuant to the terms described in the Forbearance Agreement. Following the occurrence of any of the Events of Default (as defined in the Forbearance Agreement), each of LTP and GLD may exercise any or all remedies as provided under the Forbearance Agreement, the applicable Debenture or applicable law. 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% 4.0 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 1 30 Convertible Promissory Note. On May 17, 2022 the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) and issued and sold to TLC Management & Consulting LLC (the “Investor”), a Convertible Promissory Note (the “May Note”) in the principal amount of $ 110,000 10,000 100 The maturity date of the May Note is 12 months from the issue date with an option to extend for up to 6 months in the sole discretion of the Company and is the date upon which the principal sum as well as interest and other fees, shall be due and payable. The May Note bears interest commencing on May 17, 2022, at a fixed rate of 6 The Company intends to use the net proceeds from the sale of the May Note for business development, including for acquisitions, general corporate and working capital. The then outstanding and unpaid principal and interest shall be converted into fully paid and non-assessable shares of Company common stock on the 10 th 20 The Company may prepay the May Note, provided that it shall pay an amount in cash equal to the sum of 110 The May Note contains customary events of default for a transaction such as the May Loan which entitle the Investor, among other things, to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the May Note. Any principal and interest on the May Note which is not paid when due shall bear interest at the rate of the lesser of (i) 12 Pursuant to the Purchase Agreement, the Company granted to the Investor registration rights whereby the Company shall register for resale all of the common stock underlying the May Note and May Warrant, as set forth on Exhibit C to the Purchase Agreement. The May Warrant has an exercise price of 125 The exercise of the May Warrant is subject to a beneficial ownership limitation of 4.99 ABCImpact Loans. Between June 9, 2022 and December 30, 2022, the Company borrowed an aggregate of $ 1.8 10 3.18 ABCImpact is a recently-formed entity in which an affiliate of Barry Kostiner, the Company’s Chief Executive Officer and sole director, has a non-controlling passive interest. The maturity date of each debenture is the earlier of 12 months from the issue date and the date of a Liquidity Event (as defined in the debentures), and is the date upon which the principal and interest shall be due and payable. The debentures each bear interest at a fixed rate of 10 18 The Company uses the net proceeds from the loans from ABCImpact for general corporate purposes and working capital. The then outstanding and unpaid principal and interest shall be converted into shares of Company common stock and an equal number of common stock purchase warrants at the option of ABCImpact, at a conversion price per share of $ 0.05 4.99 9.99 The Company may not prepay the debentures without the prior written consent of ABCImpact. See Note 18 “ Subsequent Events The debentures each contain customary events of default for a transaction such as the transactions contemplated therein. If any event of default occurs, the outstanding principal amount under a debenture, plus accrued but unpaid interest, liquidated damages and other amounts owing through the date of acceleration, shall become, at ABCImpact’s election, immediately due and payable in cash at the Mandatory Default Amount. “Mandatory Default Amount” means the sum of (a) the greater of (i) the outstanding principal amount of the subject debenture, plus all accrued and unpaid interest, divided by the conversion price on the date the Mandatory Default Amount is either (A) demanded or otherwise due or (B) paid in full, whichever has a lower conversion price, multiplied by the VWAP (as defined in each debenture) on the date the Mandatory Default Amount is either (x) demanded or otherwise due or (y) paid in full, whichever has a higher VWAP, or (ii) 130% of the outstanding principal amount of the subject debenture, plus 100% of accrued and unpaid interest hereon, and (b) all other amounts, costs, expenses and liquidated damages due in respect of the subject debenture. The warrants underlying each debenture has an exercise price per share of $ 0.05 The exercise of the warrant is subject to a beneficial ownership limitation of 4.99 9.99 The shares underlying the debentures and the warrants have “piggy-back” registration rights afforded to them.

Stock Warrants

Stock Warrants	12 Months Ended
	Dec. 31, 2022
Stock Warrants
Stock Warrants	Note 7 - Stock Warrants On May 4, 2021, the Company issued 500,000 10 25,000 “Short-Term and Long-Term Debt” 0.05 On June 11, 2021, the Company issued 6,583,500 10 330,000 “Short-Term and Long-Term Debt” 0.05 A summary of the warrant activities for the year ended December 31, 2022, is as follows: Schedule of Warrant Activities Warrants Outstanding Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term in Years Aggregate Intrinsic Value (in 000’s) 1 Balance as of January 1, 2021 — — — — Granted 7,083,500 $ 0.05 — — Balance as of December 31, 2021 7,083,500 $ 0.05 4.3 850 Exercisable as of December 31, 2022 7,083,500 $ 0.05 4.1 659 1 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $ 0.1430

Share-Based Compensation

Share-Based Compensation	12 Months Ended
	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Share-Based Compensation	Note 8— Share-Based Compensation The 2015 Incentive Plan, our equity plan, was approved by the stockholders at our annual meeting of stockholders on July 16, 2015. The 2015 Incentive Plan reserves 5,000,000 During the year ended December 31, 2022, pursuant to the 2015 Incentive Plan, we awarded 550,000 0.06 34.7 1,735,000 945,000 .06 49.8 100,000 300,000 0.06 6.3 315,000 .10 31.5 During the year ended December 31, 2020, pursuant to the 2015 Incentive Plan, we awarded 80,000 0.10 8.0 100,000 100,000 0.07 7.0 The following table reflects the activity of the restricted shares: Schedule of Restricted Shares Activities Restricted Stock Activity (in thousands) Number of shares Weighted average grant date value Unvested at December 31, 2019 456 $ 0.25 Granted 180 0.08 Forfeited (64 ) 0.28 Vested (480 ) 0.20 Unvested at December 31, 2020 92 $ 0.11 Granted 2,900 0.07 Forfeited (945 ) 0.06 Vested (1,257 ) 0.08 Unvested at December 31, 2021 790 $ 0.06 Granted - - Unvested at December 31, 2022 790 $ 0.06 Compensation Expense and Related Valuation Techniques We account for share-based awards under the provisions of ASC 718, “Share-Based Payment,” 56 122 1.3 Our stock-based compensation expense was $ 56 122

Employee Benefit Plan

Employee Benefit Plan	12 Months Ended
	Dec. 31, 2022
Retirement Benefits [Abstract]
Employee Benefit Plan	Note 9— Employee Benefit Plan We have a 401(k)-employee savings plan for eligible employees that provides for a matching contribution from us, determined each year at our discretion. We provided for a matching contribution of $ 9.6 55

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Note 10— Income Taxes We recognize deferred tax assets and liabilities, at enacted income tax rates, based on the temporary differences between the financial reporting basis and the tax basis of our assets and liabilities. We include any effects of changes in income tax rates or tax laws in the provision for income taxes in the period of enactment. When it is more likely than not that a portion or all of the deferred tax asset will not be realized in the future, we provide a corresponding valuation allowance against the deferred tax asset. Our sources of income (loss) and income tax provision (benefit) are as follows (in thousands): Schedule of Income Tax Provision 2022 2021 Years ended December 31, 2022 2021 Income/(loss) from continuing operations before income taxes: U.S. $ (1,543 ) $ (1,211 ) Non-U.S. - 1,190 Total income/(loss) from continuing operations before income taxes: $ (1,543 ) $ (21 ) Provision (benefit) for taxes: Current: Federal $ 764 $ (887 ) State (6 ) 244 Non-U.S. 0 0 Penalties Total current 756 (643 ) Deferred: Federal (661 ) 1,139 State (52 ) 220 Non-U.S. - - Total deferred (698 ) 1,359 Noncurrent Federal - - State - - Non-U.S. - - Total noncurrent 0 0 Total income tax expense (benefit) $ 58 $ 716 Effective income tax rate -3.8 % -3409.5 % The difference between the tax provision at the statutory federal income tax rate and the tax provision attributable to income (loss) from continuing operations before income taxes is as follows (in thousands): Schedule of Difference in Tax Provision 2022 2021 Years ended December 31, 2022 2021 Computed expected federal tax benefit (expense) $ 324 $ 4 (Decrease) Increase in valuation allowance 0 0 State income, net of federal benefit (46 ) 367 Non-U.S. income taxed at different rates 22 (205 ) Intercompany Gain 0 738 Unrecognized tax benefits 0 0 Other (241 ) (189 ) Income tax benefit (expense) $ 58 $ 716 We recorded income tax expense (benefit) of $ 0.06 million and $ 0.7 million for the years ended December 31, 2022 and 2021, respectively. We do not expect to repatriate earnings from its foreign subsidiaries because the cumulative earnings and profits of the foreign subsidiaries as of December 31, 2022 and 2021 are negative. Accordingly, no U.S. federal or state income taxes have been provided thereon. Deferred income tax assets and liabilities reflect the net tax effects of (i) temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts for income tax purposes and (ii) operating loss carryforwards. The tax effects of significant components of our deferred tax assets and liabilities are as follows (in thousands): Schedule of Deferred Tax Assets and Liabilities 2022 2021 As of December 31, 2022 2021 Deferred tax assets: Net operating losses $ 800 $ 136 Depreciation 0 - Valuation allowance 0 - Total deferred tax assets $ 800 $ 136 Deferred tax liabilities: Deferred course expenses $ 0 $ (34 ) Intercompany Debts (1,596 ) (1,596 ) Total deferred tax liabilities (1,596 ) (1,630 ) Net deferred tax asset (liability) $ (796 ) $ (1,494 ) We have retained a full valuation allowances of $ 3.5 3.5 Our federal income tax returns for the years after 2017 are subject to examination by the Internal Revenue Service. Our state tax returns for all years after 2017 or 2016, depending on each state’s jurisdiction, are subject to examination. In addition, our Canadian tax returns and United Kingdom tax returns for all years after 2013 are subject to examination. The liability pertaining to uncertain tax positions was $ 0.3 We include interest and penalties in the liability for uncertain tax positions. Accrued interest and penalties on uncertain tax positions were approximately $ 0.17 0.04 The following is a tabular reconciliation of the total amounts of unrecognized tax benefits: Schedule of Unrecognized Tax Benefits As of December 31, 2022 2021 Unrecognized tax benefits - January 1 $ 309 $ 309 Gross increases - tax positions in prior period — — Gross decreases - tax positions in prior period — — Unrecognized tax benefits - December 31 $ 309 $ 309 The total liability for unrecognized tax benefits at December 31, 2022, is included in other liabilities in the Consolidated Balance Sheets. The total liability for unrecognized tax benefits at December 31, 2022 and 2021, are as follows: Schedule of Liability for Unrecognized Tax Benefits 2022 2021 As of December 31, 2022 2021 Reduction of net operating loss carryforwards $ — $ — Noncurrent tax liability (reflected in Other long-term liabilities) 309 309 Total liability for unrecognized tax benefits $ 309 $ 309 We do not expect any significant changes to unrecognized tax benefits in the next year. We estimate $ 0.3 In response to the COVID-19 pandemic, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law on March 27, 2020. The CARES Act included several provisions that provide economic relief for individuals and businesses. The CARES Act, among other things, included tax provisions relating to refundable payroll tax credits, the deferral of employer’s social security payments, and modifications to net operating loss carryback provisions. On December 27, 2020, the Consolidated Appropriations Act of 2021 (the “CAA”), which includes the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act and the American Rescue Plan Act of 2021,was signed into law and provided further COVID-19 economic relief with an expansion of the employee retention credit. In March 2021, the Internal Revenue Service (“IRS”) released Notice 2021-20, which retroactively eliminated the restriction that prevented employers who received a PPP loan from qualifying for the Employee Retention Credit (“ERC”), which is a refundable tax credit against certain employment taxes. Upon determination that the employer has complied with all of the conditions required to receive the credit, a receivable is recognized, and the credit reduces payroll expense. In connection with the CARES Act, the Company adopted a policy to recognize the employee retention credit when earned. For the year ended December 31, 2021, we determined that we qualify for the employee retention credit as it relates to wages paid during the twelve months ended December 31, 2020, as well as wages paid during the first, second, and third fiscal quarters of 2021. As a result, we recorded a net benefit of $292 thousand to the employee retention credit as a reduction to payroll expense for the year ended December 31, 2021 and recorded a gross receivable of $ 292 201

Certain Relationships and Relat

Certain Relationships and Related Transactions	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
Certain Relationships and Related Transactions	Note 11— Certain Relationships and Related Transactions Licensing Agreements with the T&B Seminars, Inc On December 23, 2019, we entered into an agreement with T&B Seminars Inc. to develop and operate a seminar style education business (subsequently branded Homemade Investor by Tarek El Moussa As consideration for the licensed rights under the Development Agreement, Holdings agreed to pay T&B base royalty percentages on cash sales of products to persons responding to a branded marketing campaign that uses the licensed intellectual property. Also, as consideration for Tarek El Moussa providing certain marketing support, Holdings agreed to pay T&B marketing royalty percentages on cash sales of products at live events and at online webinars to persons responding to a branded marketing campaign that uses the licensed intellectual property. Furthermore, as consideration for the exclusivity of the rights under the Development Agreement, commencing on the seventh month of the term of the Development Agreement, Holdings agreed that the monthly royalties paid to T&B will not be less than an agreed to amount. The Development Agreement has an initial term of five years and will automatically renew thereafter for successive five-year terms unless either party provides prior written notice of termination no less than 90 days prior to the end of such five-year term. In November 2020, we suspended conducting Homemade Investor by Tarek El Moussa We do not expect to generate significant revenues under this license going forward as we continue to fulfill student contracts.

Capital Stock

Capital Stock	12 Months Ended
	Dec. 31, 2022
Equity [Abstract]
Capital Stock	Note 12— Capital Stock Share Capital Our authorized share capital consists of 200,000,000 0.0001 20,000,000 0.0001 Common Stock As of December 31, 2022, 38,182,697 Holders of Common Stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of Common Stock do not have cumulative voting rights. Directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. The vote of the stockholders of a majority of the stock having voting power present in person or represented by proxy shall be sufficient to decide any questions brought before such meeting, other than the election of directors, unless the question is one upon which by express provision of the statutes or of the Articles of Incorporation, a different vote is required in which case such express provisions shall govern and control the decision of such question. Holders of Common Stock representing ten percent (10%) of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of stockholders. Holders of our Common Stock are entitled to share in all dividends that our Board of Directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the Common Stock. The Common Stock has no pre-emptive, subscription or conversion rights and there are no redemption provisions applicable to the Common Stock. In addition, our authorized but unissued common shares could be used by our Board of Directors for defensive purposes against a hostile takeover attempt, including (by way of example) the private placement of shares or the granting of options to purchase shares to persons or entities sympathetic to, or contractually bound to support, management. We have no such present arrangement or understanding with any person. However, our Common Stock have been reserved for issuance upon exercise of stock purchase rights designed to deter hostile takeovers, commonly known as a “poison pill.” On February 15, 2017, we adopted a limited duration Shareholder Rights Plan (the “Plan”). Under the Plan, one preferred stock purchase right will be distributed for each share of common stock held by stockholders of record on March 2, 2017. The rights will trade with the common stock and will not be separable or exercisable until such time as the Plan is triggered. The Plan was scheduled to expire on February 15, 2019, subject to our right to extend such date, unless we redeemed or exchanged earlier or terminated. On November 12, 2018, the Board of Directors approved an amendment to the Rights Agreement dated as of February 16, 2017 by and between us and VStock Transfer LLC (VStock), as Rights Agent (the “Rights Agreement”), to (i) extend the Final Expiration Date, as defined in the Rights Agreement, to the close of business on February 15, 2021, and (ii) to provide for the construction of the Rights Agreement and all other related documents in a manner consistent with the extension of the Final Expiration Date. On November 25, 2019, we entered into an assumption agreement with Broadridge Corporate Issuer Solutions, Inc. (Broadridge), whereby Broadridge assumes the role of Rights Agent under the Rights Agreement, effectively replacing VStock as Rights Agent. On February 12, 2021, the Board of Directors approved an amendment to the Rights Agreement dated as of February 16, 2017 by and between the Company and Broadridge Corporate Issuer Solutions, Inc., successor to VStock, as Rights Agent, to (i) extend the Final Expiration Date, as defined in the Rights Agreement, to the close of business on February 15, 2023, and (ii) to provide for the construction of the Rights Agreement and all other related documents in a manner consistent with the extension of the Final Expiration Date. The extension of the Final Expiration Date under the Rights Agreement was entered into to ensure that the Board of Directors would continue to have sufficient time to consider any proposal from a third party that might result in a change in control of the Company, to ensure that all stockholders receive fair and equal treatment in the event of any such a proposal, and to encourage any potential acquirer to negotiate with the Board of Directors. In addition, extending the Rights Agreement will guard against partial tender offers, open market accumulations and other coercive tactics aimed at gaining control of the Company without paying all stockholders a full control premium for their shares. The Rights Agreement was not amended in response to any specific takeover offer. On November 18, 2021, the Company entered into a Stock Purchase and Option Agreement (the “Purchase Agreement”) with Mayer and Associates, LLC pursuant to which Mayer purchased (i) 1,600,000 160.00 .0001 13,840 138,400,000 18,400,000 0.0001 0.05833 Mayer’s option to purchase the option shares shall expire on November 18, 2023. Mayer’s right to acquire any of the option shares is subject to limitation so that no time may Mayer beneficially on more than 4.99% (or 9.99% under certain circumstances) of the total issued and outstanding shares of Company’s common stock. Preferred Stock As of December 31, 2022 and 2021, no Our authorized preferred stock is “blank check” preferred. Accordingly, subject to limitations prescribed by law, our Board is expressly authorized, at its discretion, to adopt resolutions to issue shares of preferred stock of any class or series, to fix the number of shares of any class or series of preferred stock and to change the number of shares constituting any series and to provide for or change the voting powers, designations, preferences and relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof, including dividend rights (including whether the dividends are cumulative), dividend rates, terms of redemption (including sinking fund provisions), redemption prices, conversion rights and liquidation preferences of the shares constituting any series of the preferred stock, in each case without any further action or vote by our stockholders.

Earnings Per Share (_EPS_)

Earnings Per Share (“EPS”)	12 Months Ended
	Dec. 31, 2022
Earnings Per Share [Abstract]
Earnings Per Share (“EPS”)	Note 13— Earnings Per Share (“EPS”) Basic EPS is computed by dividing net income by the basic weighted-average number of shares outstanding during the period. Diluted EPS is computed by dividing net income by the diluted weighted-average number of shares outstanding during the period and, accordingly, reflects the potential dilution that could occur if securities or other agreements to issue common stock, such as stock options, were exercised, settled or converted into common stock and were dilutive. The diluted weighted-average number of shares used in our diluted EPS calculation is determined using the treasury stock method. Unvested awards of share-based payments with rights to receive dividends or dividend equivalents, such as our restricted stock awards, are considered to be participating securities, and therefore, the two-class method is used for purposes of calculating EPS. Under the two-class method, a portion of net income is allocated to these participating securities and is excluded from the calculation of EPS allocated to common stock. Our restricted stock awards are subject to forfeiture and restrictions on transfer until vested and have identical voting, income and distribution rights to the unrestricted common shares outstanding. Weighted average unvested restricted stock awards outstanding for the year ended December 31, 2022 were not included in the computation of our diluted EPS, as inclusion would have been anti-dilutive. The calculations of basic and diluted EPS are as follows: Schedule of Calculations of Basic and Diluted EPS Years Ended December 31, 2022 Years Ended December 31, 2021 Weighted Weighted Net Average Shares Loss Per Net Average Shares Earnings Per Loss Outstanding Share Loss Outstanding Share (in thousands, except per share data) (in thousands, except per share data) Basic: As reported $ (1,511 ) 35,486 $ (0.04 ) $ (566 ) 29,187 Amounts allocated to unvested restricted shares and warrants — — Amounts available to common stockholders $ (1,511 ) 35,486 $ (0.04 ) $ (566 ) 29,187 $ (0.02 ) Diluted: Amounts allocated to unvested restricted shares — — — — Stock warrants — — — — Shares of common stock to be issued for convertible note — — — — Amounts reallocated to unvested restricted shares — — — — Amounts available to stockholders and assumed conversions $ (1,511 ) 35,486 $ (0.04 ) $ (566 ) 29,187 $ (0.02 )

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 14— Fair Value Measurements ASC 820 “Fair Value Measurements and Disclosures” ASC 820 ASC 820 ASC 820 In accordance with ASC 820 ● Level 1—Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability, including: ● Quoted prices for similar assets or liabilities in active markets ● Quoted prices for identical or similar assets or liabilities in markets that are not active ● Inputs other than quoted prices that are observable for the asset or liability ● Inputs that are derived principally from or corroborated by observable market data by correlation or other means; and ● Level 3—Inputs that are unobservable and reflect our assumptions used in pricing the asset or liability based on the best information available under the circumstances (e.g., internally derived assumptions surrounding the timing and amount of expected cash flows). The Company does not have any financial assets or liabilities measured and recorded at fair value on our consolidated balance sheets on a recurring basis as of December 31, 2022 and 2021. Financial Instruments

Segment Information

Segment Information	12 Months Ended
	Dec. 31, 2022
Segment Reporting [Abstract]
Segment Information	Note 15— Segment Information We manage our business in three segments based on geographic location for which operating managers are responsible to the Chief Executive Officer. These segments include: (i) North America, (ii) United Kingdom, and (iii) Other Foreign Markets. Operating results, as reported below, are reviewed regularly by our Chief Executive Officer, or Chief Operating Decision Maker (“CODM”) and other members of the executive team. The proportion of our total revenue attributable to each segment is as follows: Schedule of Total Revenue Attributable to Each Segment As a percentage of total revenue 2022 2021 Years Ended December 31, As a percentage of total revenue 2022 2021 North America 100 % 65.1 % U.K. — % 34.9 % 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 Years Ended December 31, 2022 2021 Segment revenue (In thousands) North America $ 1,084 $ 5,021 U.K. — 2,689 Other foreign markets — — Total consolidated revenue $ 1,084 $ 7,710 2022 2021 Years Ended December 31, 2022 2021 Segment gross profit contribution * (In thousands) North America * $ 406 $ 1,586 U.K. * — 2,194 Other foreign markets * — — Total consolidated gross profit * $ 406 $ 3,780 * Segment gross profit is calculated as revenue less direct course expenses, advertising and sales expenses and royalty expense. 2022 2021 Years Ended December 31, 2022 2021 Depreciation and amortization expenses (In thousands) North America $ — $ 2 U.K. — 2 Other foreign markets — — Total consolidated depreciation and amortization expenses $ - $ 4 Schedule of Segment Identifiable Assets December 31, December 31, 2022 2021 Segment identifiable assets (In thousands) North America $ 384 1348 U.K. $ 55 126 Other foreign markets $ 163 175 Total consolidated identifiable assets $ 602 $ 1,649

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 16— Commitments and Contingencies Licensing agreements. We are committed to pay royalties for the usage of certain brands, as governed by various licensing agreements, including T&B Seminars, Inc., and Rich Dad. There were no royalty expenses included in our Consolidated Statement of Operations and Comprehensive Income for the years ended December 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 From time to time, the Company enters into non-cancellable commitments to purchase professional services, Information Technology licenses and support, and training courses in future periods. There were no purchase commitments made by the Company for the years ended December 31, 2022 and 2021. 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. 400,000 100,000 60,000 340,000 60,000 160,000 In the Matter of Legacy Education Alliance International, Ltd. 300,000 390,600 363,000 924,000 In the Matter of Elite Legacy Education UK Ltd. 461,459.70 392,761.70 68,698 In the Matter of Elite Legacy Education UK Ltd., Proposal for a Company Voluntary Arrangement In the matter of GLD Legacy Holders LLC Index No. 651638/2023. An Affidavit in Opposition to the Plaintiff’s Motion for Summary Judgment in lieu of Complaint and in support of Defendant’s Cross-Motion to Dismiss the Action was filed by Barry Kostiner. Pursuant to New York Civil Practice Law Rules (hereinafter “CPLR”) Section 3213, the presiding judge has discretion to either grant or deny the motion. We have not yet received a ruling from the court regarding this matter but we believe that the plaintiff’s motion is technically deficient and we have, therefore, provided the court with documents and memorandum that we believe are sufficient to support a denial of the plaintiff’s motion. In the Matter of DMG Productions LLC. CASE NO: 50-2022-CA007610 the court issued a judgment of $ 97,112.25 53,500 There are approximately 60 students of ELE that have not received complete fulfilment of the Company’s contractual obligations. The total revenue collected from these students is approximately $1.1M 100,000 500,000 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. Other Legal Proceedings. In Re Argon Credit, LLC, et al., Debtors On December 16, 2016, Argon Credit, LLC and Argon X, LLC (collectively the “Debtors”) filed petitions for relief under chapter 11 of title 11 of the United States Code. On January 11, 2017, Debtors’ bankruptcy cases were converted to chapter 7 cases. On December 14, 2018, the chapter 7 trustee filed an adversary proceeding as case number 18-ap-00948 (the “Bankruptcy Complaint”) against multiple defendants, including Barry Kostiner, asserting claims for aiding and abetting breach of fiduciary duty. As to Mr. Kostiner, the Bankruptcy Complaint alleged that, while an employee of the Debtor, he aided and abetted the former CEO of Argon Credit, Raviv Wolfe, in breaching his fiduciary duties to Argon Credit, by, among other things, knowingly participating in a scheme to funnel assets away from the Debtors and their creditors, double pledging Argon Credit’s assets, and knowingly submitting false or misleading financial reports to the Debtors’ secured lender to conceal the transfer of Argon Credit’s assets. On July 11, 2019, Mr. Kostiner, appearing through counsel, filed an answer denying all allegations against him set forth in the Bankruptcy Complaint. On August 12, 2021, the trustee filed a Motion for the Entry of an Order Pursuant to Bankruptcy Rule 9019 Approving Settlement with Mr. Kostiner. Under the terms of the proposed settlement, Mr. Kostiner would pay the trustee $35,000 in exchange for dismissal with prejudice from the suit and the exchange of mutual releases (the “Proposed Settlement”). Each of the trustee and Mr. Kostiner concluded that the Proposed Settlement was in their respective best interests in light of the contested nature of the Complaint, the costs that both parties would incur in connection with the litigation of same the uncertain outcome from protracted litigation. The trustee argued that the Proposed Settlement was reasonable based upon: (a) the range of potential outcomes taking into account the defenses that Mr. Kostiner could assert; (b) the likelihood of recovering more given Mr. Kostiner’s financial condition; (c) Argon Credit’s director and officers’ liability insurance policy had been exhausted; and (d) the Debtors’ pre-petition lender had recently filed a complaint against many of the parties originally named by the trustee in its adversary proceeding, including Mr. Kostiner, and this action further reduces the likelihood of recovery against Mr. Kostiner, because at a minimum, he will be forced to pay to defend that action. On September 3, 2021, the Bankruptcy Court issued an order approving the settlement, and on November 18, 2021, the Bankruptcy Court issued an order granting the motion to voluntarily dismiss the proceeding against Mr. Kostiner. Fund Recovery Services, LLC v. RBC Capital Markets, LLC, et al. On September 25, 2020, Fund Recovery Services, LLC (“Fund”), as assignee of Princeton Alterative Income Fund, L.P. (“PAIF”) filed a complaint in the above-referenced action asserting a variety of claims against 37 defendants, including Mr. Kostiner. On May 15, 2021, Fund filed an amended complaint against 34 of the defendants, including Mr. Kostiner (the “Amended Complaint”). The claims against Mr. Kostiner in the Amended Complaint include: (i) violation of 18 U.S.C. 1962(2) by the conduct and participation in a RICO enterprise through a pattern of racketeering activity; (ii) violation of 18 U.S.C. 1962(d) by conspiracy to engage in a pattern of racketeering activity; (iii) fraud/intentional misrepresentation; (iv) aiding and abetting fraud/intentional misrepresentation; (v) fraudulent concealment; (vi) aiding and abetting fraudulent concealment; (vii) fraudulent/intentional inducement; (viii) conversion; (ix) aiding and abetting conversion; (x) civil conspiracy; and (xi) tortious interference with contractual relations. The Amended Complaint seeks damages of approximately $240 million jointly and severally against all defendants, together with treble and punitive damages, among other relief. The Amended Complaint, as it pertains to Mr. Kostiner, covers much of the same conduct that is the subject of the Bankruptcy Complaint described above and stems from a transaction that Argon Credit entered into with Spartan Specialty Finance, LLC (“Spartan”). Argon, a consumer finance platform that made high-interest, unsecured loans to credit-impaired borrowers, financed its loans through a revolving credit facility provided by PAIF. Mr. Kostiner was the sole member of Spartan and was also, for a period of time, the Vice President of Capital Markets at Argon. Argon and Spartan entered into an agreement whereby Spartan agreed to purchase a portfolio of loans from Argon. Spartan financed the acquisition by obtaining a loan from Hamilton Funding (“Hamilton”). The Amended Complaint alleges that PAIF had a perfected security interest in the loans that Argon improperly sold to Spartan (which were financed by Hamilton Funding), and that defendants, including Mr. Kostiner, engaged in a scheme to induce PAIF to initially lend funds, later to increase its credit line, and ultimately convert and deprive PAIF of its property by numerous acts of fraud. On July 1, 2021, defendants, including Mr. Kostiner, filed a consolidated motion to dismiss the Amended Complaint in its entirety against them, based on the following arguments: (a) the RICO claims (Counts (1)-(2)) are time-barred; (b) Fund lacks standing to bring Counts 1-11; (c) Fund is collaterally estopped from litigating the issues that are the subject of the Amended Complaint; (d) the allegations in the Amended Complaint fail to satisfy the requirements of Rules 8 and 9(b) of the Federal Rules of Civil Procedure; (e) the Amended Complaint failed to allege a duty sufficient to support its allegations in Counts 1-7; (f) Fund failed to adequately plead the elements of a valid RICO claim; and (g) Fund failed to adequately plead the elements of any of its state law claims (Counts 3-13). This motion is fully briefed and awaits resolution by the Court. On February 22, 2022, PAIF filed a Revised Second Amended Complaint (“RSA Complaint”) against 25 defendants, including Mr. Kostiner. The RSA Complaint incorporates information from witness statements and journal entries from alleged Argon insiders. The claims against Mr. Kostiner in the RSA Complaint include: (i) fraud/intentional misrepresentation; (ii) aiding and abetting fraud/intentional misrepresentation; (iii) fraudulent concealment; (iv) aiding and abetting fraudulent concealment; (v) fraudulent/intentional inducement; (vi) conversion; (vii) aiding and abetting conversion; (viii) civil conspiracy; and (ix) tortious interference with contractual relations. The Amended Complaint seeks damages of approximately $ 240 On September 30, 2022, the Court denied PAIF’s motion for leave to file the RSA Complaint and ruled that since plaintiff cannot assert a viable RICO claim, the Court directed the Clerk to enter judgment dismissing plaintiff’s civil RICO claims with prejudice and dismissing plaintiff’s state-law claims for lack of supplemental jurisdiction. In re Spartan Specialty Finance I SPV On June 29, 2016, Spartan filed a petition for relief under chapter 11 of title 11 of the United States Code. It did so in order to resolve a loan dispute that it had with Hamilton, including Hamilton’s alleged right to access cash accounts that Spartan had pledged as collateral. On May 26, 2017, the bankruptcy court approved a Stipulation and Agreement Resolving Debtor’s Motion for Use of Cash Collateral and Fixing Amount of Secured Claim, between Hamilton, Spartan, and Mr. Kostiner, in his individual capacity. Spartan’s bankruptcy petition was dismissed as part of the Court’s approval of the Settlement. Except for the actions set forth above, there is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such, and we and our officers and directors have not been subject to any such proceeding in the 12 months preceding the date of this report.

Leases

Leases	12 Months Ended
	Dec. 31, 2022
Leases
Leases	Note 17 - Leases Right-of-Use Assets and Leases Obligations We lease office space and office equipment under non-cancellable 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 months or less are not recorded on the balance sheet. 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 non lease components of contracts. There are no material residual value guarantees associated with any of our leases. There are no significant restrictions or covenants included in our lease agreements other than those that are customary in such arrangements. Lease Position as of December 31, 2022 The table below presents the lease related assets and liabilities recorded on the Consolidated Balance Sheets as of December 31, 2022 and 2021: Schedule of Lease Related Assets and Liabilities Assets Classification on the December 31, December 31, Balance Sheet Line Balance Sheet 2022 2021 (in thousands) Assets Operating lease assets Operating lease right of use assets $ 113 $ 20 Total lease assets Total lease assets $ 113 $ 20 Liabilities Current liabilities: Operating lease liabilities Current operating lease liabilities $ 67 $ 20 Noncurrent liabilities: Operating lease liabilities Long-term operating lease liabilities $ 46 $ — Total lease liabilities Total lease liabilities $ 113 $ 20 Lease cost for the year ended December 31, 2022 The table below presents the lease related costs recorded on the Consolidated Statement of Operation and Comprehensive Income for the years ended December 31, 2022 and 2021: Schedule of Operating Lease Cost Lease cost Classification 2022 2021 Years Ended December 31, Lease cost Classification 2022 2021 (in thousands) Operating lease cost General and administrative expenses $ 20 $ 27 Total lease cost Total lease cost $ 20 $ 27 Other Information The table below presents supplemental cash flow information related to leases for the years ended December 31, 2022 and 2021: Schedule of Cash Flow Information Related to Leases 2021 2020 Years Ended December 31, 2021 2020 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 20 $ 27 Supplemental non-cash amounts of lease liabilities arising from obtaining right-of-use assets/(decrease) of lease liability due to cancellation of leases $ — $ 1 Lease Terms and Discount Rates The table below presents certain information related to the weighted average remaining lease terms and weighted average discount rates for our operating leases as of December 31, 2022: Schedule of Weighted Average Remaining Lease Terms and weighted Average Discount Rates December 31, December 31, 2022 2021 Weighted average remaining lease term - operating leases 0.50 0.75 Weighted average discount rate - operating leases 12.00 % 12.00 %

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 18— Subsequent Events The Company evaluated subsequent events and transactions that occurred after the consolidated balance sheet date up to May 19, 2023, the date that the financial statements were issued. Other than those listed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant Between January 20, 2023 and March 17, 2023, Legacy Education Alliance, Inc. (the “Company”) borrowed an aggregate of $ 638,000 2,684,500 The Lender is a recently-formed entity in which an affiliate of Barry Kostiner, the Company’s Chief Executive Officer and sole director, has a non-controlling passive interest. The Lender previously loaned an aggregate of $ 2,315,500 The maturity date of each Debenture is the earlier of 12 months from the issue date and the date of a Liquidity Event (as defined in the Debentures), and is the date upon which the principal and interest shall be due and payable. The Debentures bear interest at a fixed rate of 10 18 The Company intends to use the net proceeds from the Loan for general corporate purposes and working capital. The then outstanding and unpaid principal and interest under each Debenture shall be converted into shares of Company common stock and an equal number of common stock purchase warrants (the “Warrant”) at the option of the Lender, at a conversion price per share of $ 0.05 4.99 9.99 The Company may not prepay the Debentures without the prior written consent of the Lender. The Debentures contain customary events of default for transactions such as the Loan. If any event of default occurs, the outstanding principal amount under the Debentures, plus accrued but unpaid interest, liquidated damages and other amounts owing through the date of acceleration, shall become, at the Lender’s election, immediately due and payable in cash at the Mandatory Default Amount. “Mandatory Default Amount” means the sum of (a) the greater of (i) the outstanding principal amount of the Debenture, plus all accrued and unpaid interest, divided by the conversion price on the date the Mandatory Default Amount is either (A) demanded or otherwise due or (B) paid in full, whichever has a lower conversion price, multiplied by the VWAP (as defined in the Debenture) on the date the Mandatory Default Amount is either (x) demanded or otherwise due or (y) paid in full, whichever has a higher VWAP, or (ii) 130% of the outstanding principal amount of the Debenture, plus 100% of accrued and unpaid interest hereon, and (b) all other amounts, costs, expenses and liquidated damages due in respect of the Debenture. The Warrant has an exercise price per share of $ 0.05 The exercise of the Warrant is subject to a beneficial ownership limitation of 4.99 9.99 The shares underlying the Debenture and the Warrants have “piggy-back” registration rights afforded to them.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates
Cash and cash equivalents	Cash and cash equivalents
Restricted cash	Restricted cash
Deposits with credit card processors	Deposits with credit card processors The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts in the consolidated cash flow statements: Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash December 31, December 31, 2022 2021 (in thousands) Cash and cash equivalents $ 112 $ 576 Restricted cash 111 374 Total cash, cash equivalents, and restricted cash shown in the cash flow statement $ 223 $ 950
Financial Instruments	Financial Instruments
Inventory	Inventory
Property, equipment and Impairment of long-lived assets	Property, equipment and Impairment of long-lived assets Schedule of Estimated Useful Lives of Assets Building 40 years Residential rental properties 27.5 Furniture, fixtures and equipment 3 7 years Purchased software 3 years Residential rental properties generate monthly income from individual tenants. Income from these properties is recognized and included in other income. We no longer have any residential rental properties as these were transferred to the administrators in the UK in December 2020 (See Note 5– Property and Equipment Leasehold improvements are amortized over the shorter of the estimated useful asset life or the remaining term of the applicable lease. In accordance with U.S. GAAP, we evaluate the carrying amount of our long-lived assets such as property and equipment, and finite-lived intangible assets subject to amortization for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by the comparison of its carrying amount with the future net cash flows the asset is expected to generate. We look primarily to the undiscounted future cash flows in the assessment of whether or not long-lived assets have been impaired. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset.
Convertible Instruments	Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities” Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt.
Stock Warrants	Stock Warrants The Company accounts for stock warrants as equity in accordance with ASC 480 – Distinguishing Liabilities from Equity ASC 815 – Derivatives and Hedging
Revenue recognition	Revenue recognition We recognize revenue when our customers obtain control of promised goods or services, in an amount that reflects the consideration which we expect to receive in exchange for those goods or services, in accordance with Topic 606. Revenue amounts presented in our consolidated financial statements are recognized net of sales tax, value-added taxes, and other taxes. In the normal course of business, we recognize revenue based on the customers’ attendance of the course, mentoring training, coaching session or delivery of the software, data or course materials on-line. After a customer contract expires, we record breakage revenue less a reserve for cases where we allow a customer to attend after expiration. We had deferred revenue of $ 3.5 4.4 The following tables disaggregate our segment revenue by revenue source: Schedule of Segment Revenue Revenue Type: North America U.K. Other foreign markets Total Consolidated Revenue North America U.K. Other foreign markets Total Consolidated Revenue Year Ended December 31, 2022 Year Ended December 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 $ 1,082 — $ — $ 1,082 $ 4,564 $ 880 — $ 5,444 Products 2 — — 2 199 — — 199 Coaching and Mentoring - — — — — — — — Online and Subscription — — — — 76 — — 76 Other - — — — 182 1,809 — 1,991 Total revenue $ 1,084 — $ — $ 1,084 $ 5,021 $ 2,689 — $ 7,710
Deferred course expenses	Deferred course expenses
Advertising expenses	Advertising expenses
Income taxes	Income taxes Income Taxes ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements and prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, disclosures and transition.
Foreign currency translation	Foreign currency translation Foreign Currency Translation
Share-based compensation	Share-based compensation Compensation—Stock Compensation Share-Based Compensation
Comprehensive income (loss)	Comprehensive income (loss)
Discontinued operations	Discontinued operations “Presentation of Financial Statements Discontinued Operations” Discontinued Operations
New Accounting Pronouncements	New Accounting Pronouncements We have implemented all new accounting pronouncements that are in effect and that management believes would materially affect our financial statements. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06 – Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) – Accounting for Convertible Instruments Contracts in an Entity’s Own Equity In March 2021, the FASB issued ASU 2021-04, “Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The amendments provide optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The application of this guidance will not have a material impact on our financial statements.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 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 December 31, December 31, 2022 2021 (in thousands) Cash and cash equivalents $ 112 $ 576 Restricted cash 111 374 Total cash, cash equivalents, and restricted cash shown in the cash flow statement $ 223 $ 950
Schedule of Estimated Useful Lives of Assets	Schedule of Estimated Useful Lives of Assets Building 40 years Residential rental properties 27.5 Furniture, fixtures and equipment 3 7 years Purchased software 3 years
Schedule of Segment Revenue	The following tables disaggregate our segment revenue by revenue source: Schedule of Segment Revenue Revenue Type: North America U.K. Other foreign markets Total Consolidated Revenue North America U.K. Other foreign markets Total Consolidated Revenue Year Ended December 31, 2022 Year Ended December 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 $ 1,082 — $ — $ 1,082 $ 4,564 $ 880 — $ 5,444 Products 2 — — 2 199 — — 199 Coaching and Mentoring - — — — — — — — Online and Subscription — — — — 76 — — 76 Other - — — — 182 1,809 — 1,991 Total revenue $ 1,084 — $ — $ 1,084 $ 5,021 $ 2,689 — $ 7,710

Discontinued Operations (Tables

Discontinued Operations (Tables)	12 Months Ended
	Dec. 31, 2022
Discontinued Operations and Disposal Groups [Abstract]
Schedule of Financial Results of Discontinued Operation	The major classes of assets and liabilities of the entities classified as discontinued operations were as follows: Schedule of Financial Results of Discontinued Operation December 31, December 31, 2022 2021 (in thousands) Major classes of assets Cash and cash equivalents $ — $ — Deferred course expenses — — Discontinued operations-current assets — — Other assets 32 33 Total major classes of assets - discontinued operations $ 32 $ 33 Major classes of liabilities Accounts payable $ 3,332 $ 3,638 Accrued course expenses 526 587 Other accrued expenses 390 439 Deferred revenue 4,995 5,181 Total major classes of liabilities - discontinued operations $ 9,243 $ 9,845 The financial results of the discontinued operations are as follows: 2022 2021 Years Ended December 31, 2022 2021 (in thousands) Revenue $ - $ 40 Total operating costs and expenses 907 Income (loss) from discontinued operations (867 ) Other income (expense), net (80 ) Income tax benefit (expense) 1,118 ) Net income from discontinued operations $ - $ 171

Property and Equipment (Tables)

Property and Equipment (Tables)	12 Months Ended
	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment	Property and equipment consists of the following (in thousands): Schedule of Property and Equipment 2022 2021 As of December 31, 2022 2021 Land $ — $ — Building and residential properties — — Software — — Equipment — 234 Furniture and fixtures — — Building and leasehold improvements — — Property and equipment — 234 Less: accumulated depreciation — (234 ) Property and equipment, net $ — $ —

Short-Term and Long-Term Debt (

Short-Term and Long-Term Debt (Tables)	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
Schedule of Long-term Debt	Schedule of Long-term Debt (in thousands) As of December 31, 2022 As of December 31, 2021 Senior Secured Convertible Debenture $ - $ 500 EDIL Loan 200 Debt Discount (383 ) (467 ) Senior Secured Convertible Debenture, net (183 ) 33 Paycheck Protection Program loan 1,000 1,000 Paycheck Protection Program loan 2 742 1,900 IPFS Insurance Premium Note Payable - 11 Total debt 1,559 2,944 Less current portion of long-term debt (1,001 ) (1,011 ) Total long-term debt, net of current portion $ 558 $ 1,933
Schedule of Short-term Related Party Debt	Schedule of Short-term Related Party Debt (in thousands) As of December 31, 2022 As of December 31, 2021 Senior Secured Convertible Debenture - related party $ 2,413 $ 346 Debt Discount-related party - (204 ) Senior Secured Convertible Debenture - related party, net $ 2,413 $ 142
Schedule of Debt Maturities	Schedule of Debt Maturities 2023 $ 2,566 2024 148 2025 148 2026 148 Thereafter 1,161 Total debt $ 4,171

Stock Warrants (Tables)

Stock Warrants (Tables)	12 Months Ended
	Dec. 31, 2022
Stock Warrants
Schedule of Warrant Activities	A summary of the warrant activities for the year ended December 31, 2022, is as follows: Schedule of Warrant Activities Warrants Outstanding Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term in Years Aggregate Intrinsic Value (in 000’s) 1 Balance as of January 1, 2021 — — — — Granted 7,083,500 $ 0.05 — — Balance as of December 31, 2021 7,083,500 $ 0.05 4.3 850 Exercisable as of December 31, 2022 7,083,500 $ 0.05 4.1 659 1 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $ 0.1430

Share-Based Compensation (Table

Share-Based Compensation (Tables)	12 Months Ended
	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Schedule of Restricted Shares Activities	The following table reflects the activity of the restricted shares: Schedule of Restricted Shares Activities Restricted Stock Activity (in thousands) Number of shares Weighted average grant date value Unvested at December 31, 2019 456 $ 0.25 Granted 180 0.08 Forfeited (64 ) 0.28 Vested (480 ) 0.20 Unvested at December 31, 2020 92 $ 0.11 Granted 2,900 0.07 Forfeited (945 ) 0.06 Vested (1,257 ) 0.08 Unvested at December 31, 2021 790 $ 0.06 Granted - - Unvested at December 31, 2022 790 $ 0.06

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Schedule of Income Tax Provision	Our sources of income (loss) and income tax provision (benefit) are as follows (in thousands): Schedule of Income Tax Provision 2022 2021 Years ended December 31, 2022 2021 Income/(loss) from continuing operations before income taxes: U.S. $ (1,543 ) $ (1,211 ) Non-U.S. - 1,190 Total income/(loss) from continuing operations before income taxes: $ (1,543 ) $ (21 ) Provision (benefit) for taxes: Current: Federal $ 764 $ (887 ) State (6 ) 244 Non-U.S. 0 0 Penalties Total current 756 (643 ) Deferred: Federal (661 ) 1,139 State (52 ) 220 Non-U.S. - - Total deferred (698 ) 1,359 Noncurrent Federal - - State - - Non-U.S. - - Total noncurrent 0 0 Total income tax expense (benefit) $ 58 $ 716 Effective income tax rate -3.8 % -3409.5 %
Schedule of Difference in Tax Provision	The difference between the tax provision at the statutory federal income tax rate and the tax provision attributable to income (loss) from continuing operations before income taxes is as follows (in thousands): Schedule of Difference in Tax Provision 2022 2021 Years ended December 31, 2022 2021 Computed expected federal tax benefit (expense) $ 324 $ 4 (Decrease) Increase in valuation allowance 0 0 State income, net of federal benefit (46 ) 367 Non-U.S. income taxed at different rates 22 (205 ) Intercompany Gain 0 738 Unrecognized tax benefits 0 0 Other (241 ) (189 ) Income tax benefit (expense) $ 58 $ 716
Schedule of Deferred Tax Assets and Liabilities	Schedule of Deferred Tax Assets and Liabilities 2022 2021 As of December 31, 2022 2021 Deferred tax assets: Net operating losses $ 800 $ 136 Depreciation 0 - Valuation allowance 0 - Total deferred tax assets $ 800 $ 136 Deferred tax liabilities: Deferred course expenses $ 0 $ (34 ) Intercompany Debts (1,596 ) (1,596 ) Total deferred tax liabilities (1,596 ) (1,630 ) Net deferred tax asset (liability) $ (796 ) $ (1,494 )
Schedule of Unrecognized Tax Benefits	The following is a tabular reconciliation of the total amounts of unrecognized tax benefits: Schedule of Unrecognized Tax Benefits As of December 31, 2022 2021 Unrecognized tax benefits - January 1 $ 309 $ 309 Gross increases - tax positions in prior period — — Gross decreases - tax positions in prior period — — Unrecognized tax benefits - December 31 $ 309 $ 309
Schedule of Liability for Unrecognized Tax Benefits	Schedule of Liability for Unrecognized Tax Benefits 2022 2021 As of December 31, 2022 2021 Reduction of net operating loss carryforwards $ — $ — Noncurrent tax liability (reflected in Other long-term liabilities) 309 309 Total liability for unrecognized tax benefits $ 309 $ 309

Earnings Per Share (_EPS_) (Tab

Earnings Per Share (“EPS”) (Tables)	12 Months Ended
	Dec. 31, 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 Years Ended December 31, 2022 Years Ended December 31, 2021 Weighted Weighted Net Average Shares Loss Per Net Average Shares Earnings Per Loss Outstanding Share Loss Outstanding Share (in thousands, except per share data) (in thousands, except per share data) Basic: As reported $ (1,511 ) 35,486 $ (0.04 ) $ (566 ) 29,187 Amounts allocated to unvested restricted shares and warrants — — Amounts available to common stockholders $ (1,511 ) 35,486 $ (0.04 ) $ (566 ) 29,187 $ (0.02 ) Diluted: Amounts allocated to unvested restricted shares — — — — Stock warrants — — — — Shares of common stock to be issued for convertible note — — — — Amounts reallocated to unvested restricted shares — — — — Amounts available to stockholders and assumed conversions $ (1,511 ) 35,486 $ (0.04 ) $ (566 ) 29,187 $ (0.02 )

Segment Information (Tables)

Segment Information (Tables)	12 Months Ended
	Dec. 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 As a percentage of total revenue 2022 2021 Years Ended December 31, As a percentage of total revenue 2022 2021 North America 100 % 65.1 % U.K. — % 34.9 % 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 Years Ended December 31, 2022 2021 Segment revenue (In thousands) North America $ 1,084 $ 5,021 U.K. — 2,689 Other foreign markets — — Total consolidated revenue $ 1,084 $ 7,710 2022 2021 Years Ended December 31, 2022 2021 Segment gross profit contribution * (In thousands) North America * $ 406 $ 1,586 U.K. * — 2,194 Other foreign markets * — — Total consolidated gross profit * $ 406 $ 3,780 * Segment gross profit is calculated as revenue less direct course expenses, advertising and sales expenses and royalty expense. 2022 2021 Years Ended December 31, 2022 2021 Depreciation and amortization expenses (In thousands) North America $ — $ 2 U.K. — 2 Other foreign markets — — Total consolidated depreciation and amortization expenses $ - $ 4
Schedule of Segment Identifiable Assets	Schedule of Segment Identifiable Assets December 31, December 31, 2022 2021 Segment identifiable assets (In thousands) North America $ 384 1348 U.K. $ 55 126 Other foreign markets $ 163 175 Total consolidated identifiable assets $ 602 $ 1,649

Leases (Tables)

Leases (Tables)	12 Months Ended
	Dec. 31, 2022
Leases
Schedule of Lease Related Assets and Liabilities	The table below presents the lease related assets and liabilities recorded on the Consolidated Balance Sheets as of December 31, 2022 and 2021: Schedule of Lease Related Assets and Liabilities Assets Classification on the December 31, December 31, Balance Sheet Line Balance Sheet 2022 2021 (in thousands) Assets Operating lease assets Operating lease right of use assets $ 113 $ 20 Total lease assets Total lease assets $ 113 $ 20 Liabilities Current liabilities: Operating lease liabilities Current operating lease liabilities $ 67 $ 20 Noncurrent liabilities: Operating lease liabilities Long-term operating lease liabilities $ 46 $ — Total lease liabilities Total lease liabilities $ 113 $ 20
Schedule of Operating Lease Cost	The table below presents the lease related costs recorded on the Consolidated Statement of Operation and Comprehensive Income for the years ended December 31, 2022 and 2021: Schedule of Operating Lease Cost Lease cost Classification 2022 2021 Years Ended December 31, Lease cost Classification 2022 2021 (in thousands) Operating lease cost General and administrative expenses $ 20 $ 27 Total lease cost Total lease cost $ 20 $ 27
Schedule of Cash Flow Information Related to Leases	The table below presents supplemental cash flow information related to leases for the years ended December 31, 2022 and 2021: Schedule of Cash Flow Information Related to Leases 2021 2020 Years Ended December 31, 2021 2020 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 20 $ 27 Supplemental non-cash amounts of lease liabilities arising from obtaining right-of-use assets/(decrease) of lease liability due to cancellation of leases $ — $ 1
Schedule of Weighted Average Remaining Lease Terms and weighted Average Discount Rates	The table below presents certain information related to the weighted average remaining lease terms and weighted average discount rates for our operating leases as of December 31, 2022: Schedule of Weighted Average Remaining Lease Terms and weighted Average Discount Rates December 31, December 31, 2022 2021 Weighted average remaining lease term - operating leases 0.50 0.75 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	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Cash and cash equivalents	$ 112	$ 576
Restricted cash	111	374
Total cash, cash equivalents, and restricted cash shown in the cash flow statement	$ 223	$ 950

Schedule of Estimated Useful Li

Schedule of Estimated Useful Lives of Assets (Details)	12 Months Ended
	Dec. 31, 2022
Building [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	40 years
Residential Rental Properties [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	27 years 6 months
Furniture and Fixtures [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years
Furniture and Fixtures [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	7 years
Software and Software Development Costs [Member]
Property, Plant and Equipment [Line Items]
Estimated useful lives	3 years

Business Description and Basi_2

Business Description and Basis of Presentation (Details Narrative)	12 Months Ended
	Dec. 31, 2022 Segments
Accounting Policies [Abstract]
Number of operating segments	3

Schedule of Segment Revenue (De

Schedule of Segment Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Product Information [Line Items]
Total revenue	$ 1,084	$ 7,710
Seminars [Member]
Product Information [Line Items]
Total revenue	1,082	5,444
Product [Member]
Product Information [Line Items]
Total revenue	2	199
Coaching and Mentoring [Member]
Product Information [Line Items]
Total revenue
Online and Subscription [Member]
Product Information [Line Items]
Total revenue		76
Other [Member]
Product Information [Line Items]
Total revenue		1,991
North America [Member]
Product Information [Line Items]
Total revenue	1,084	5,021
North America [Member] | Seminars [Member]
Product Information [Line Items]
Total revenue	1,082	4,564
North America [Member] | Product [Member]
Product Information [Line Items]
Total revenue	2	199
North America [Member] | Coaching and Mentoring [Member]
Product Information [Line Items]
Total revenue
North America [Member] | Online and Subscription [Member]
Product Information [Line Items]
Total revenue		76
North America [Member] | Other [Member]
Product Information [Line Items]
Total revenue		182
UNITED KINGDOM
Product Information [Line Items]
Total revenue		2,689
UNITED KINGDOM | Seminars [Member]
Product Information [Line Items]
Total revenue		880
UNITED KINGDOM | Product [Member]
Product Information [Line Items]
Total revenue
UNITED KINGDOM | Coaching and Mentoring [Member]
Product Information [Line Items]
Total revenue
UNITED KINGDOM | Online and Subscription [Member]
Product Information [Line Items]
Total revenue
UNITED KINGDOM | Other [Member]
Product Information [Line Items]
Total revenue		1,809
Other Foreign Markets [Member]
Product Information [Line Items]
Total revenue
Other Foreign Markets [Member] | Seminars [Member]
Product Information [Line Items]
Total revenue
Other Foreign Markets [Member] | Product [Member]
Product Information [Line Items]
Total revenue
Other Foreign Markets [Member] | Coaching and Mentoring [Member]
Product Information [Line Items]
Total revenue
Other Foreign Markets [Member] | Online and Subscription [Member]
Product Information [Line Items]
Total revenue
Other Foreign Markets [Member] | Other [Member]
Product Information [Line Items]
Total revenue

Significant Accounting Polici_4

Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Description of deferred revenue recognized	We had deferred revenue of $3.5 million and $4.4 million related to contractual commitments with customers where the performance obligation will be satisfied over time, which ranges from one to two years as of December 31, 2022 and 2021, respectively.
Deferred revenue	$ 3,470	$ 4,438

Concentration Risk (Details Nar

Concentration Risk (Details Narrative) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Risks and Uncertainties [Abstract]
FDIC Insured amount	$ 0	$ 0

Schedule of Financial Results o

Schedule of Financial Results of Discontinued Operation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash and cash equivalents
Deferred course expenses
Discontinued operations-current assets
Other assets	32	33
Total major classes of assets - discontinued operations	32	33
Major classes of liabilities
Accounts payable	3,332	3,638
Accrued course expenses	526	587
Other accrued expenses	390	439
Deferred revenue	4,995	5,181
Total major classes of liabilities - discontinued operations	9,243	9,845
Net income from discontinued operations		171
Discontinued Operations [Member]
Major classes of liabilities
Revenue		40
Total operating costs and expenses		907
Income (loss) from discontinued operations		(867)
Other income (expense), net		(80)
Income tax benefit (expense)		1,118
Net income from discontinued operations		$ 171

Discontinued Operations (Detail

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

Schedule of Property and Equipm

Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment		$ 234
Less: accumulated depreciation		(234)
Property and equipment, net
Land [Member]
Property, Plant and Equipment [Line Items]
Property and equipment
Building and Residential Properties [Member]
Property, Plant and Equipment [Line Items]
Property and equipment
Software [Member]
Property, Plant and Equipment [Line Items]
Property and equipment
Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment		234
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment
Building and Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment

Property and Equipment (Details

Property and Equipment (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 0	$ 4,000

Schedule of Long-term Debt (Det

Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Senior Secured Convertible Debenture		$ 500
EDIL Loan	200
Debt Discount	(383)	(467)
Senior Secured Convertible Debenture, net	(183)	33
Total debt	1,559	2,944
Less current portion of long-term debt	(1,001)	(1,011)
Total long-term debt, net of current portion	558	1,933
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	742	1,900
IPFS Insurance Premium Note Payable [Member]
Debt Instrument [Line Items]
Total debt		$ 11

Schedule of Short-term Related

Schedule of Short-term Related Party Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Short-Term Debt [Line Items]
Debt Discount-related party	$ (383)	$ (467)
Senior Secured Convertible Debenture [Member] | Related Party [Member]
Short-Term Debt [Line Items]
Senior Secured Convertible Debenture - related party	2,413	346
Debt Discount-related party		(204)
Senior Secured Convertible Debenture - related party, net	$ 2,413	$ 142

Schedule of Debt Maturities (De

Schedule of Debt Maturities (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Debt Disclosure [Abstract]
2023	$ 2,566
2024	148
2025	148
2026	148
Thereafter	1,161
Total debt	$ 4,171

Short-Term and Long-Term Debt_2

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

7 Months Ended

12 Months Ended

Aug. 31, 2022

Jul. 15, 2022

May 17, 2022

Apr. 25, 2022

Apr. 01, 2022

Oct. 15, 2021

Aug. 27, 2021

Aug. 04, 2021

May 04, 2021

Apr. 20, 2021

Mar. 08, 2021

Apr. 27, 2020

Dec. 30, 2022

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Mar. 08, 2022

Dec. 30, 2021

Oct. 27, 2021

Aug. 26, 2021

Jul. 30, 2021

Mar. 10, 2021

Debt Instrument [Line Items]

Proceeds from debt

$ 100,000

Additional paid-in capital

$ 13,217,000

$ 13,161,000

Additional paid in capital convertible debt with conversion feature

500,000

Amortization of debt discount

$ 344,000

$ 453,000

Remaining outstanding principal balance

$ 300,000

Line of credit remaining borrowing capacity

$ 200,000

Common stock par value

$ 0.0001

$ 0.0001

May Warrant [Member]

Debt Instrument [Line Items]

Ownership percentage

4.99%

ABCImpact LLC [Member]

Debt Instrument [Line Items]

Lender's discretion percentage

9.99%

Common stock outstanding percentage

9.99%

Common Stock [Member]

Debt Instrument [Line Items]

Additional paid in capital convertible debt with conversion feature

Issuance of shares

250

Warrant [Member] | ABCImpact LLC [Member]

Debt Instrument [Line Items]

Ownership percentage

4.99%

GLD Debenture [Member]

Debt Instrument [Line Items]

Vested shares of common stock

315,000

Number of common stock received

315,000

Forbearance Agreement [Member]

Debt Instrument [Line Items]

Legal fees

$ 25,000

Premium Finance Agreement [Member]

Debt Instrument [Line Items]

Interest rate, percentage

5.55%

Insurance coverage amount

$ 26,000

Accrued insurance

$ 4,000

Restricted Stock [Member]

Debt Instrument [Line Items]

Restricted shares, granted

2,900,000

180,000

Interest Expense [Member]

Debt Instrument [Line Items]

Amortization of debt discount

$ 14,000

$ 0

ABCImpact [Member] | Forbearance Agreement [Member] | Common Stock [Member]

Debt Instrument [Line Items]

Stock option, granted

18,400,000

Common stock par value

$ 0.0001

GLD [Member] | Forbearance Agreement [Member] | Common Stock [Member]

Debt Instrument [Line Items]

Share price

$ 0.0001

Issuance of shares

2,100,000

LTP [Member] | Forbearance Agreement [Member] | Common Stock [Member]

Debt Instrument [Line Items]

Share price

$ 1

Issuance of shares

1,600,000

LTP Debenture [Member]

Debt Instrument [Line Items]

Amortization of debt discount

$ 194,000

0

Unconverted amount

$ 46,000

Accrued interest

$ 9,000

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

Debt Instrument [Line Items]

Interest rate, percentage

10%

Face amount

$ 375,000

Debt conversion price

$ 0.05

Warrant issued strike price

$ 0.05

Warrants maturity date

Mar. 08, 2026

Convertible debt

$ 375,000

Proceeds from debt

314,000

Legal fees

61,000

Debt description

The aggregate number of shares issuable upon conversion of the LTP Debenture and upon the exercise of the LTP 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 LTP Debenture and the exercise of the LTP 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.

Warrants exercise price percentage

19.90%

Debt Conversion, Converted Instrument, Amount

$ 330,000

Debt conversion converted instrument shares issued

6,600,000

Share price

$ 0.155

Additional paid-in capital

375,000

Additional paid in capital convertible debt with conversion feature

375,000

Beneficial conversion feature

228,000

Senior Secured Convertible Debenture [Member] | Legacy Tech Partners LLC [Member] | Prior to June 30, 2022 [Member]

Debt Instrument [Line Items]

Convertible debt

$ 625,000

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

Debt Instrument [Line Items]

Convertible debt

$ 4,000,000

Legacy Tech Partners LLC [Member]

Debt Instrument [Line Items]

Principal amount

$ 675,000

$ 1,000,000

Remaining outstanding principal balance

$ 300,000

Subordinated Debenture [Member] | Michel Botbol [Member]

Debt Instrument [Line Items]

Interest rate, percentage

10%

Face amount

$ 25,000

Debt conversion price

$ 0.05

Warrant issued strike price

$ 0.05

Warrants maturity date

May 04, 2026

Warrants exercise price percentage

19.90%

Debt conversion converted instrument shares issued

500,000

GLD Debenture [Member] | Restricted Stock [Member]

Debt Instrument [Line Items]

Restricted shares, granted

150,000

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

Debt Instrument [Line Items]

Interest rate, percentage

10%

Face amount

$ 500,000

Maturity date

Aug. 27, 2026

Debt conversion price

$ 0.05

Warrant issued strike price

$ 0.05

Warrants maturity date

Aug. 27, 2026

Proceeds from debt

485,200

Legal fees

14,800

Warrants exercise price percentage

19.90%

Share price

$ 0.10

Additional paid-in capital

500,000

Amortization of debt discount

$ 25,000

0

Beneficial conversion feature

500,000

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

Debt Instrument [Line Items]

Additional borrowing limit

$ 500,000

EIDL Loan [Member] | SBA Loan Agreement [Member]

Debt Instrument [Line Items]

Proceeds from loans

$ 200,000

Interest rate, percentage

3.75%

Debt instrument term

30 years

Debt instrument periodic payment

$ 1,000

Convertible Promissory Note [Member]

Debt Instrument [Line Items]

Interest rate, percentage

6%

Warrants exercise price percentage

125%

Debt instrument convertible threshold percentage

20%

Interest rate, percentage

110%

Convertible Promissory Note [Member] | Securities Purchase Agreement [Member]

Debt Instrument [Line Items]

Proceeds from loans

$ 110,000

Amortization of financing costs and discounts

$ 10,000

Common stock, percentage

100%

May Loan [Member]

Debt Instrument [Line Items]

Interest rate, percentage

12%

10% Convertible Debenture [Member]

Debt Instrument [Line Items]

Interest rate, percentage

10%

Interest rate, percentage

18%

10% Convertible Debenture [Member] | ABCImpact LLC [Member]

Debt Instrument [Line Items]

Debt conversion price

$ 0.05

Debt instrument description

(i) the outstanding principal amount of the subject debenture, plus all accrued and unpaid interest, divided by the conversion price on the date the Mandatory Default Amount is either (A) demanded or otherwise due or (B) paid in full, whichever has a lower conversion price, multiplied by the VWAP (as defined in each debenture) on the date the Mandatory Default Amount is either (x) demanded or otherwise due or (y) paid in full, whichever has a higher VWAP, or (ii) 130% of the outstanding principal amount of the subject debenture, plus 100% of accrued and unpaid interest hereon, and (b) all other amounts, costs, expenses and liquidated damages due in respect of the subject debenture.

10% Convertible Debenture [Member] | ABCImpact LLC [Member] | June Loan [Member]

Debt Instrument [Line Items]

line of credit

$ 1,800,000

10% Convertible Debenture [Member] | ABCImpact LLC [Member] | September Loan [Member]

Debt Instrument [Line Items]

Interest rate, percentage

10%

Line of credit remaining borrowing capacity

$ 3,180,000

First Draw PPP Loan [Member]

Debt Instrument [Line Items]

Proceeds from loans

$ 1,899,832

Interest rate, percentage

1%

Debt instrument periodic payment, description

17 equal monthly payments

Face amount

$ 1,000,000

Maturity date

Apr. 24, 2022

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

Debt Instrument [Line Items]

Debt forgiveness

$ 900,000

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

Debt Instrument [Line Items]

Debt forgiveness

$ 11,000

First Draw PPP Loan [Member] | Extension Agreement [Member]

Debt Instrument [Line Items]

Interest rate, percentage

1%

Debt term

60 months

Monthly payment

$ 29,000

Interest payment

16,000

$ 0

Second Draw PPP Loan [Member]

Debt Instrument [Line Items]

Proceeds from loans

$ 1,899,832

Interest rate, percentage

1%

Face amount

$ 1,140,000

Debt instrument term

60 months

Schedule of Warrant Activities

Schedule of Warrant Activities (Details) - Warrant [Member] $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares
Number of Shares, Outstanding, Beginning balance | shares
Weighted Average Exercise Price, Outstanding, Beginning balance | $ / shares
Aggregate Intrinsic Value, Beginning | $		[1]
Granted | shares	7,083,500
Weighted Average Exercise Price, Granted | $ / shares	$ 0.05
Number of Shares, Outstanding, Ending balance | shares	7,083,500
Weighted Average Exercise Price, Outstanding, Ending balance | $ / shares	$ 0.05
Weighted Average Remaining Contractual Term in Years, ending.	4 years 3 months 18 days
Aggregate Intrinsic Value, Ending | $	$ 850	[1]
Exercisable, ending balance | shares	7,083,500
Weighted Average Exercise Price, Exercisable | $ / shares	$ 0.05
Weighted Average Remaining Contractual Term in Years, Exercisable	4 years 1 month 6 days
Aggregate Intrinsic Value, Ending | $	$ 659	[1]
[1]The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $ 0.1430

Schedule of Warrant Activitie_2

Schedule of Warrant Activities (Details) (Paranthetical)	Dec. 31, 2022 $ / shares
Legacy Tech Partners, LLC (LTP) [Member]
Defined Benefit Plan Disclosure [Line Items]
Commons stock closing stock price per share	$ 0.1430

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 warrant or shares issued		500,000
Warrants conversion percentage		10%
Debenture owed to unconsolidated subsidiary		$ 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 warrant or shares issued	6,583,500
Warrants conversion percentage	10%
Debenture owed to unconsolidated subsidiary	$ 330,000
Common stock exercise price per share	$ 0.05

Schedule of Restricted Shares A

Schedule of Restricted Shares Activities (Details) - Restricted Stock [Member] - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares, unvested, ending	790	92	456
Weighted average grant date value, unvested, ending	$ 0.06	$ 0.11	$ 0.25
Number of shares, unvested, granted		2,900	180
Weighted average grant date value, granted		$ 0.07	$ 0.08
Number of shares, unvested, forfeited		(945)	(64)
Weighted average grant date value, forfeited		$ 0.06	$ 0.28
Number of shares, unvested, vested		(1,257)	(480)
Weighted average grant date value, vested		$ 0.08	$ 0.20
Number of shares, unvested, ending	790	790	92
Weighted average grant date value, unvested, ending	$ 0.06	$ 0.06	$ 0.11

Share-Based Compensation (Detai

Share-Based Compensation (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Jul. 16, 2015
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares forfeited		15,000
Unrecognized compensation expense	$ 56,000	$ 122,000
Weighted average period	1 year 3 months 18 days
Stock based compensation expense		$ 56,000	$ 122,000
2015 Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock shares reserved for future reserve				5,000,000
2015 Incentive Plan [Member] | Board of Directors [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares issued in period	550,000		80,000
Share price	$ 0.06		$ 0.10
Total grant date fair value	$ 34,700		$ 8,000
2015 Incentive Plan [Member] | Employee [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares issued in period	1,735,000
Share price		$ 0.06
Total grant date fair value		$ 49,800
Number of shares forfeited		945,000
2015 Incentive Plan [Member] | External Consultants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares issued in period	100,000		100,000
Share price	$ 0.06		$ 0.07
Total grant date fair value	$ 6,300		$ 7,000
Number of shares available for grant	300,000		100,000
2015 Incentive Plan [Member] | External Consultants One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares issued in period	315,000
Share price	$ 0.10
Total grant date fair value	$ 31,500

Employee Benefit Plan (Details

Employee Benefit Plan (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Retirement Benefits [Abstract]
Employees benefit plan contribution expense	$ 9,600	$ 55,000

Schedule of Income Tax Provisio

Schedule of Income Tax Provision (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income/(loss) from continuing operations before income taxes:
U.S.	$ (1,543)	$ (1,211)
Non-U.S.		1,190
Total income/(loss) from continuing operations before income taxes:	(1,543)	(21)
Current:
Federal	764	(887)
State	(6)	244
Non-U.S.	0	0
Total current	756	(643)
Deferred:
Federal	(661)	1,139
State	(52)	220
Non-U.S.
Total deferred	(698)	1,359
Noncurrent
Federal
State
Non-U.S.
Total noncurrent	0	0
Total income tax expense (benefit)	$ 58	$ 716
Effective Income Tax Rate Reconciliation, Percent			(3409.50%)

Schedule of Difference in Tax P

Schedule of Difference in Tax Provision (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Computed expected federal tax benefit (expense)	$ 324	$ 4
(Decrease) Increase in valuation allowance	0	0
State income, net of federal benefit	(46)	367
Non-U.S. income taxed at different rates	22	(205)
Intercompany Gain	0	738
Unrecognized tax benefits	0	0
Other	(241)	(189)
Total income tax expense (benefit)	$ 58	$ 716

Schedule of Deferred Tax Assets

Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Net operating losses	$ 800	$ 136
Depreciation	0
Valuation allowance	0
Total deferred tax assets	800	136
Deferred tax liabilities:
Deferred course expenses	0	(34)
Intercompany Debts	(1,596)	(1,596)
Total deferred tax liabilities	(1,596)	(1,630)
Net deferred tax asset (liability)	$ (796)	$ (1,494)

Schedule of Unrecognized Tax Be

Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Unrecognized tax benefits - beginning balance	$ 309	$ 309
Gross increases - tax positions in prior period
Gross decreases - tax positions in prior period
Unrecognized tax benefits - ending balance	$ 309	$ 309

Schedule of Liability for Unrec

Schedule of Liability for Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Reduction of net operating loss carryforwards
Noncurrent tax liability (reflected in Other long-term liabilities)	309	309
Total liability for unrecognized tax benefits	$ 309	$ 309	$ 309

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Mar. 11, 2022	Dec. 31, 2020
Income tax expense benefit	$ 58	$ 716
Deferred tax assets, valuation allowance	0
Liability pertaining to uncertain tax positions		300		$ 300
Accrued interest and penalties on uncertain tax positions	170	40
Unrecognized tax benefits that would impact effective tax rate		300		$ 300
Gross receivables		292
Accrued balance			$ 201
Subsidiaries [Member]
Deferred tax assets, valuation allowance	$ 3,500	$ 3,500

Capital Stock (Details Narrativ

Capital Stock (Details Narrative) - USD ($)		12 Months Ended
	Nov. 18, 2021	Dec. 31, 2021	Dec. 31, 2022
Defined Benefit Plan Disclosure [Line Items]
Common stock, shares authorized		200,000,000	200,000,000
Common stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Preferred stock, shares authorized		20,000,000	20,000,000
Preferred stock, par value		$ 0.0001	$ 0.0001
Common stock, shares outstanding		37,867,697	38,182,697
Purchase of stock options		$ 13,000
Preferred stock, shares outstanding		0	0
Mayer And Associates LLC [Member] | Purchase Agreements [Member]
Defined Benefit Plan Disclosure [Line Items]
Common stock, par value (in Dollars per share)	$ 0.0001
Common stock issued for stock option purchase, shares	1,600,000
Share Price	$ 160
Mayer And Associates LLC [Member] | Purchase Agreements [Member] | Equity Option [Member]
Defined Benefit Plan Disclosure [Line Items]
Purchase of stock options	$ 13,840
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period	18,400,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Description	Mayer’s option to purchase the option shares shall expire on November 18, 2023. Mayer’s right to acquire any of the option shares is subject to limitation so that no time may Mayer beneficially on more than 4.99% (or 9.99% under certain circumstances) of the total issued and outstanding shares of Company’s common stock.
Mayer And Associates LLC [Member] | Purchase Agreements [Member] | Equity Option [Member] | Maximum [Member]
Defined Benefit Plan Disclosure [Line Items]
Common stock issued for stock option purchase, shares	138,400,000
Share Price	$ 0.05833
Mayer And Associates LLC [Member] | Purchase Agreements [Member] | Equity Option [Member] | Minimum [Member]
Defined Benefit Plan Disclosure [Line Items]
Share Price	$ 0.0001

Schedule of Calculations of Bas

Schedule of Calculations of Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Earnings Per Share [Abstract]
As reported, Net Loss	$ (1,511)	$ (566)
As reported, Weighted Average Shares Outstanding	35,486	29,187
Amounts available to common stockholders, Loss Per Share	$ (0.04)	$ (0.02)
Amounts allocated to unvested restricted shares and warrants, Net Loss
Amounts allocated to unvested restricted shares and warrants, Weighted Average Shares Outstanding
Amounts available to common stockholders, Net Loss	$ (1,511)	$ (566)
Amounts available to common stockholders, Weighted Average Shares Outstanding	35,486	29,187
Amounts allocated to unvested restricted shares, Net Loss
Amounts allocated to unvested restricted shares, Weighted Average Shares Outstanding
Stock warrants, Net Loss
Stock warrants, Weighted Average Shares Outstanding
Shares of common stock to be issued for convertible note, Net Loss
Shares of common stock to be issued for convertible note, Weighted Average Shares Outstanding
Amounts reallocated to unvested restricted shares, Net Loss
Amounts reallocated to unvested restricted shares, Weighted Average Shares Outstanding
Amounts available to stockholders and assumed conversions, Net Loss	$ (1,511)	$ (566)
Amounts available to stockholders and assumed conversions, Weighted Average Shares Outstanding	35,486	29,187
Amounts available to stockholders and assumed conversions, Loss Per Share	$ (0.04)	$ (0.02)

Schedule of Total Revenue Attri

Schedule of Total Revenue Attributable to Each Segment (Details) - Revenue Benchmark [Member] - Geographic Concentration Risk [Member]	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenue, Major Customer [Line Items]
Total consolidated revenue	100%	100%
North America [Member]
Revenue, Major Customer [Line Items]
Total consolidated revenue	100%	65.10%
UNITED KINGDOM
Revenue, Major Customer [Line Items]
Total consolidated revenue		34.90%
Other Foreign Markets [Member]
Revenue, Major Customer [Line Items]
Total consolidated revenue

Schedule of Operating Results f

Schedule of Operating Results for Segments (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2022	Dec. 31, 2021
Revenues from External Customers and Long-Lived Assets [Line Items]
Total consolidated revenue		$ 1,084	$ 7,710
Total consolidated gross profit	[1]	406	3,780
Total consolidated depreciation and amortization expenses			4
North America [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total consolidated revenue		1,084	5,021
Total consolidated gross profit	[1]	406	1,586
Total consolidated depreciation and amortization expenses			2
UNITED KINGDOM
Revenues from External Customers and Long-Lived Assets [Line Items]
Total consolidated revenue			2,689
Total consolidated gross profit	[1]		2,194
Total consolidated depreciation and amortization expenses			2
Other Foreign Markets [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total consolidated revenue
Total consolidated gross profit	[1]
Total consolidated depreciation and amortization expenses
[1]Segment gross profit is calculated as revenue less direct course expenses, advertising and sales expenses and royalty expense.

Schedule of Segment Identifiabl

Schedule of Segment Identifiable Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Revenues from External Customers and Long-Lived Assets [Line Items]
Total consolidated identifiable assets	$ 602	$ 1,649
North America [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total consolidated identifiable assets	384	1,348
UNITED KINGDOM
Revenues from External Customers and Long-Lived Assets [Line Items]
Total consolidated identifiable assets	55	126
Other Foreign Markets [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total consolidated identifiable assets	$ 163	$ 175

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative)

12 Months Ended

Oct. 05, 2022 USD ($)

Jun. 30, 2022 USD ($)

May 25, 2022 USD ($)

Apr. 29, 2022 USD ($)

Feb. 22, 2022 USD ($)

Feb. 19, 2021 USD ($)

Dec. 08, 2020 USD ($)

Jul. 24, 2020 GBP (£)

Mar. 18, 2020 GBP (£)

Dec. 31, 2022 USD ($)

May 19, 2021 USD ($)

Feb. 18, 2021 USD ($)

Jan. 04, 2021 USD ($)

Nov. 26, 2019 GBP (£)

Loss Contingencies [Line Items]

Construction payable

$ 60,000

$ 100,000

$ 400,000

Payment for legal settlements

$ 340,000

$ 160,000

Litigation settlement, expense

$ 60,000

£ 392,761.70

£ 461,459.70

Payment for administrative fees

$ 390,600

Property investment

363,000

Contribution of property

$ 924,000

Late payment interest | £

£ 68,698

Court issued a judgment

$ 97,112.25

$ 53,500

Total revenue

total revenue collected from these students is approximately $1.1M

Revised Second Amended Complaint [Member]

Loss Contingencies [Line Items]

Gain loss related to litigation settlement

$ 240,000,000

Minimum [Member]

Loss Contingencies [Line Items]

Litigation settlement, expense

$ 100,000

Maximum [Member]

Loss Contingencies [Line Items]

Litigation settlement, expense

$ 500,000

Mayflower Alliance LTD [Member]

Loss Contingencies [Line Items]

Deferred revenue | £

£ 300,000

Schedule of Lease Related Asset

Schedule of Lease Related Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Leases
Operating lease assets	$ 113	$ 20
Total lease assets	113	20
Operating lease liabilities	67	20
Operating lease liabilities	46
Total lease liabilities	$ 113	$ 20

Schedule of Operating Lease Cos

Schedule of Operating Lease Cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Leases
Operating lease cost	$ 20	$ 27
Total lease cost	$ 20	$ 27

Schedule of Cash Flow Informati

Schedule of Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Leases
Operating cash flows for operating leases	$ 20	$ 27
Supplemental non-cash amounts of lease liabilities arising from obtaining right-of-use assets/(decrease) of lease liability due to cancellation of leases		$ 1

Schedule of Weighted Average Re

Schedule of Weighted Average Remaining Lease Terms and weighted Average Discount Rates (Details)	Dec. 31, 2022	Dec. 31, 2021
Leases
Weighted average remaining lease term - operating leases	6 months	9 months
Weighted average discount rate - operating leases	12%	12%

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	2 Months Ended	7 Months Ended
	Mar. 17, 2023	Dec. 30, 2022	Dec. 30, 2021
ABCImpact LLC [Member]
Subsequent Event [Line Items]
Lender's discretion percentage		9.99%
Common stock outstanding percentage			9.99%
ABCImpact LLC [Member] | Warrant [Member]
Subsequent Event [Line Items]
Ownership percentage		4.99%
10% Convertible Debenture [Member]
Subsequent Event [Line Items]
Interest rate, percentage		10%
10% Convertible Debenture [Member] | ABCImpact LLC [Member]
Subsequent Event [Line Items]
Debt conversion price		$ 0.05
Debt instrument description		(i) the outstanding principal amount of the subject debenture, plus all accrued and unpaid interest, divided by the conversion price on the date the Mandatory Default Amount is either (A) demanded or otherwise due or (B) paid in full, whichever has a lower conversion price, multiplied by the VWAP (as defined in each debenture) on the date the Mandatory Default Amount is either (x) demanded or otherwise due or (y) paid in full, whichever has a higher VWAP, or (ii) 130% of the outstanding principal amount of the subject debenture, plus 100% of accrued and unpaid interest hereon, and (b) all other amounts, costs, expenses and liquidated damages due in respect of the subject debenture.
Subsequent Event [Member] | ABCImpact LLC [Member]
Subsequent Event [Line Items]
Lender's discretion percentage	9.99%
Common stock outstanding percentage	9.99%
Subsequent Event [Member] | ABCImpact LLC [Member] | Warrant [Member]
Subsequent Event [Line Items]
Ownership percentage	4.99%
Subsequent Event [Member] | 10% Convertible Debenture [Member] | ABCImpact [Member]
Subsequent Event [Line Items]
Proceeds from loans	$ 638,000
Additional loans borrowed	2,684,500
Subsequent Event [Member] | 10% Convertible Debenture [Member] | ABCImpact [Member] | Chief Executive Officer [Member]
Subsequent Event [Line Items]
Proceeds from loans	$ 2,315,500
Subsequent Event [Member] | 10% Convertible Debenture [Member] | Minimum [Member]
Subsequent Event [Line Items]
Interest rate, percentage	10%
Subsequent Event [Member] | 10% Convertible Debenture [Member] | Maximum [Member]
Subsequent Event [Line Items]
Interest rate, percentage	18%
Subsequent Event [Member] | 10% Convertible Debenture [Member] | ABCImpact LLC [Member]
Subsequent Event [Line Items]
Debt conversion price	$ 0.05
Debt instrument description	(i) the outstanding principal amount of the Debenture, plus all accrued and unpaid interest, divided by the conversion price on the date the Mandatory Default Amount is either (A) demanded or otherwise due or (B) paid in full, whichever has a lower conversion price, multiplied by the VWAP (as defined in the Debenture) on the date the Mandatory Default Amount is either (x) demanded or otherwise due or (y) paid in full, whichever has a higher VWAP, or (ii) 130% of the outstanding principal amount of the Debenture, plus 100% of accrued and unpaid interest hereon, and (b) all other amounts, costs, expenses and liquidated damages due in respect of the Debenture.
Warrant exercise price	$ 0.05
Subsequent Event [Member] | Debentures [Member] | ABCImpact LLC [Member]
Subsequent Event [Line Items]
Ownership percentage	4.99%