Legacy Education Alliance (LEAI) 10-Q 20 Nov 23 2023 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2023	Nov. 15, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	000-55790
Entity Registrant Name	LEGACY EDUCATION ALLIANCE, INC.
Entity Central Index Key	0001561880
Entity Tax Identification Number	39-2079974
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	1490 N. E. Pine Island Rd
Entity Address, Address Line Two	Suite 5D
Entity Address, City or Town	Cape Coral
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33909
City Area Code	(239)
Local Phone Number	542-0643
Entity Current Reporting Status	No
Entity Interactive Data Current	No
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		48,382,697

Consolidated Balance Sheets (Un

Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 129	$ 112
Restricted cash	111	111
Deferred course expenses	200	163
Prepaid expenses and other current assets	362	342
Inventory	1	1
Discontinued operations current assets
Total current assets	803	729
Property and equipment, net	1
Right-of-use assets	78	113
Other assets	6	6
Discontinued operations-other assets	32	32
Total assets	920	880
Current liabilities:
Accounts payable	2,658	2,577
Royalties payable	110	110
Accrued course expenses	240	237
Accrued salaries, wages and benefits	743	195
Operating lease liability, current portion	59	67
Other accrued expenses	4,029	2,940
Deferred revenue	3,861	3,470
Short-term related party debt, net of unamortized debt discount of $133	3,707	2,429
Current portion of long term debt, net of unamortized debt discount of $0	1,001	1,184
Discontinued operations-current liabilities	9,442	9,243
Total current liabilities	25,850	22,452
Long-term debt, net of current portion and net of unamortized debt discount	758	558
Deferred tax liability, net	796	796
Other long term liabilities
Operating lease liability, net of current portion	18	46
Total liabilities	27,423	23,852
Commitments and contingencies (Note 13)
Stockholders’ deficit:
Preferred stock, $0.0001 par value, 20,000,000 shares authorized, none issued
Common stock, $0.0001 par value; 200,000,000 authorized; 48,382,697 and 38,182,697 shares issued and outstanding as of September 30, 2023 and December 31, 2022	3	3
Additional paid-in capital	13,253	13,217
Cumulative foreign currency translation adjustment	617	1,593
Accumulated deficit	(39,993)	(37,695)
Non Controlling Interest	(383)	(91)
Total stockholders’ deficit	(26,503)	(22,973)
Total liabilities and stockholders’ deficit	$ 920	$ 880

Consolidated Balance Sheets (_2

Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Related Party Transaction [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
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	48,382,697	38,182,697
Common stock, shares outstanding	48,382,697	38,182,697
Short Term Related Party [Member]
Related Party Transaction [Line Items]
Unamortized debt discount current	$ 133	$ 133

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Revenue	$ (18)	$ 57	$ 111	$ 410
Operating costs and expenses:
Direct course expenses	46	66	215	270
Advertising and sales expenses	0	27	80	169
Royalty expenses	0	0		0
General and administrative expenses	760	579	2,186	1,888
Total operating costs and expenses	806	671	2,481	2,326
Income (loss) from operations	(824)	(614)	(2,370)	(1,916)
Other expense:
Interest expense, net	(101)	(188)	(221)	(425)
Other expense, net	0	0		3
Gain on forgiveness of PPP Loan	0	1,148	0	1,148
Total other expense, net	(101)	961	(221)	726
Income (loss) from continuing operations before income taxes	(925)	346	(2,591)	(1,189)
Income tax (expense) benefit	0	0		136
Net income (loss) from continuing operations	(925)	346	(2,591)	(1,053)
Income from discontinued operations	0	0	0	0
Net income from discontinued operations				0
Less: Net Income attributable to Non controlling interest	170		292
Net income (loss)	$ (754)	$ 346	$ (2,298)	$ (1,053)
Basic earnings (loss) per common share - continuing operations	$ (0.03)	$ 0.01	$ (0.07)	$ (0.03)
Basic earnings (loss) per common share - discontinued operations		0
Basic earnings (loss) per common share	(0.03)	0.01	(0.07)	(0.03)
Diluted earnings (loss) per common share - continuing operations	(0.03)	0.01	(0.07)	(0.03)
Diluted earnings (loss) per common share - discontinued operations		0
Diluted earnings (loss) per common share	$ (0.03)	$ 0.01	$ (0.07)	$ (0.03)
Basic weighted average common shares outstanding	37,868	35,696	38,617	34,683
Diluted weighted average common shares outstanding	37,868	35,696	38,617	34,683
Comprehensive income:
Foreign currency translation adjustments, net of tax of $0		$ 101	$ (976)	$ 722
Total comprehensive income (loss)	$ (754)	$ 447	$ (3,274)	$ (331)

Consolidated Statements of Op_2

Consolidated Statements of Operations and Comprehensive Income (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Foreign currency translation adjustments, net of tax	$ 0	$ 0	$ 0	$ 0

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Foreign Currency Adjustment Attributable to Parent [Member]	Retained Earnings [Member]	Noncontrolling Interest [Member]	Total
Balance at Dec. 31, 2021	$ 3	$ 13,161	$ 837	$ (36,185)		$ (22,184)
Balance, shares at Dec. 31, 2021	33,918
Share-based compensation expense		64				64
Issuance of common stock, shares	250
Foreign currency translation adjustment, net of tax of $0			722			722
Net Income				(1,053)		(1,053)
Shares issued on foreberance agreement, shares	3,700
Balance at Sep. 30, 2022	$ 3	13,225	1,559	(37,238)		(22,451)
Balance, shares at Sep. 30, 2022	37,868
Balance at Dec. 31, 2022	$ 3	13,217	1,593	(37,695)	(91)	(22,973)
Balance, shares at Dec. 31, 2022	38,183
Share-based compensation expense		12				12
Issuance of common stock		24				24
Issuance of common stock, shares	10,200
Shares issued on forbearance agreement
Treasury stock
Issuance of common stock
Foreign currency translation adjustment, net of tax of $0			(976)			(976)
Net Income				(2,298)	(292)	(2,591)
Balance at Sep. 30, 2023	$ 3	$ 13,253	$ 617	$ (39,993)	$ (383)	$ (26,503)
Balance, shares at Sep. 30, 2023	48,383

Consolidated Statements of Ch_2

Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Statement of Stockholders' Equity [Abstract]
Foreign currency translation adjustments, net of tax	$ 0	$ 0	$ 0	$ 0

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss			$ (2,591)	$ (1,053)
Less net income from discontinued operations
Net income (loss) from continuing operations	$ (925)	$ 346	(2,591)	(1,053)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization
Non-cash lease expense				20
Gain on the sale of fixed assets and investment property
Share-based compensation			12	91
Cancellation of common stock
Amortization of debt discount				261
Gain on debt extinguishment (PPP loan forgiveness)	0	(1,148)	0	(1,148)
Deferred income taxes				(158)
Changes in operating assets and liabilities:
Deferred course expenses			(19)	61
Prepaid expenses and other receivable			(353)	(56)
Inventory
Other assets				1
Accounts payable-trade			230	(363)
Royalties payable
Accrued course expenses			24	(85)
Accrued salaries, wages and benefits			549	(10)
Operating lease liability				(20)
Other accrued expenses			898	(147)
Deferred revenue			302	(604)
Net cash used in operating activities - continuing operations			(948)	(3,210)
Net cash (used in) provided by operating activities - discontinued operations
Net cash used in operating activities			(948)	(3,210)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from the sale of investment property
Proceeds from sale property and equipment			(1)
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
Proceeds from issuance of debt			1,295	1,063
Proceeds from borrowing Paycheck Protection Program loan
Proceeds from paycheck protection program
Proceeds from debentures including related parties
Issuance of common stock			23
Net cash provided by financing activities - continuing operations			1,318	1,063
Net cash provided by financing activities - discontinued operations
Net cash provided by financing activities			1,318	1,063
Effect of exchange rate differences on cash			(353)	1,346
Net decrease in cash and cash equivalents and restricted cash			17	(801)
Cash and cash equivalents and restricted cash, beginning of period, including cash in discontinued operations			223	950	$ 950
Cash and cash equivalents and restricted cash, end of period	$ 240	$ 149	$ 240	$ 149	$ 223

General

General	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
General	Note 1 - General Business Description. We are a provider of practical, high-quality, and value-based educational training on the topics of personal finance, entrepreneurship, real estate, and financial markets, including investment strategies and techniques. Our programs are offered through a variety of formats and channels, including free workshops, basic training, forums, telephone mentoring, one-on-one mentoring, coaching and e-learning. During the year ended December 31, 2022, our education operations were limited. Our students pay for their courses in full up-front or through payment agreements with independent third parties. Under United States of America generally accepted accounting principles (“U.S. GAAP”), we recognize revenue upon the earlier of (i) when our students take their courses or (ii) the term for taking their course expires, both of which could be several quarters after the student purchases a program and pays the fee. We recognize revenue immediately when we sell (i) our proprietary products delivered at time of sale and (ii) third party products. Our symposiums and forums combine multiple advanced training courses in one location, allowing us to achieve certain economies of scale that reduce costs and improve margins while also accelerating U.S. GAAP revenue recognition, while at the same time, enhancing our students’ experience, particularly, for example, through the opportunity to network with other students. We also provide a richer experience for our students through one-on-one mentoring (two to four days in length, on site or remotely) and telephone mentoring (10 to 16 weekly one-on-one or one-on-many telephone sessions). Mentoring involves a subject matter expert interacting with the student remotely or in person and guiding the student, for example, through his or her first real estate transaction, providing a real hands-on experience. We were founded in 1996, and through a reverse merger, became a publicly-held company in November 2014. Legacy Education has touched more than five million students from more than 150 countries and territories over the course of its operating history. Its curriculum is designed to help people progress from beginner to educated. Since January 1, 2022, we have operated under five brands: Legacy Elite, Legacy Building Wealth Club, Legacy Degree (affordable, accredited degree completion), Legacy Capital, and non-profit division, Legacy Open Library. We have recently commenced various strategic initiatives and are embarking on a number of transactions, which if consummated we expect will strengthen the Company’s balance sheet and strategic positioning, including relationships with Brian Page and multiple education guidance counselors, marketers and non-profits. Further, the foundation of our proposed plan towards a Nasdaq uplisting includes the potential spinoff of the existing Legacy Education business, which was previously approved by shareholders, and the proposed acquisition of Coopersmith Career Consulting, each of which are in process but we can give no assurance at this time of success. Our operations are managed through three operating segments: (i) North America, (ii) United Kingdom, and (iii) Other Foreign Markets. The United Kingdom and Other Foreign Markets segments are in liquidation and no longer active. Basis of Presentation. The terms “Legacy Education Alliance, Inc.,” the “Company,” “we,” “our,” “us” or “Legacy” as used in these Notes to Consolidated Financial Statements refer collectively to Legacy Education Alliance, Inc., a Nevada corporation, the registrant, which was formerly known as Priced In Corp., and, unless the context otherwise requires, together with its wholly-owned subsidiary, Legacy Education Alliance Holdings, Inc., a Colorado corporation, other operating subsidiaries and any predecessor of Legacy Education Alliance Holdings, including Tigrent Inc., a Colorado corporation. All intercompany balances and transactions have been eliminated in consolidation. As discussed in Note 4 “ Discontinued Operations The accompanying unaudited Consolidated Financial Statements presented in this report are for us and our consolidated subsidiaries, each of which is a wholly-owned subsidiary. All significant intercompany transactions have been eliminated. These interim financial statements should be read in conjunction with the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and reflect all normal recurring adjustments that are, in the opinion of management, necessary to present fairly our results of operations and financial position. Amounts reported in our Consolidated Statements of Operations and Comprehensive income are not necessarily indicative of amounts expected for the respective annual periods or any other interim period. Reclassification. We have reclassified certain amounts in our prior-period financial statements to conform to the current period’s presentation. Significant Accounting Policies. Our significant accounting policies have been disclosed in Note 2 - Significant Accounting Policies - New Accounting Pronouncements, - “Accounting Standards Adopted in the Current Period.” Going Concern The accompanying consolidated financial statements and notes have been prepared assuming we will continue as a going concern. For the nine months ended September 30, 2023 we had an accumulated deficit, a working capital deficit and a negative cash flow from operating activities. These circumstances raise substantial doubt as to our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate profits by expanding current operations as well as reducing our costs and increasing our operating margins, and to sustain adequate working capital to finance our operations. The failure to achieve the necessary levels of profitability and cash flows would be detrimental to us. The consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. Use of Estimates Conformity with GAAP requires the use of estimates and judgments that affect the reported amounts in our consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. GAAP requires us to make estimates and judgments in several areas, including, but not limited to, those related to deferred revenues, reserve for breakage, deferred costs, revenue recognition, commitments and contingencies, fair value of financial instruments, useful lives of property and equipment, right-of-use assets, and income taxes. These estimates are based on management’s knowledge about current events and expectations about actions we may undertake in the future. Actual results could differ materially from those estimates. Cash and Cash Equivalents We consider all highly liquid instruments with an original maturity of three months or less to be cash or cash equivalents. We continually monitor and evaluate our investment positions and the creditworthiness of the financial institutions with which we invest and maintain deposit accounts. When appropriate, we utilize Certificate of Deposit Account Registry Service (CDARS) to reduce banking risk for a portion of our cash in the United States. A CDAR consists of numerous individual investments, all below the FDIC limits, thus fully insuring that portion of our cash. At September 30, 2023 and December 31, 2022, we did not have a CDAR balance. Restricted Cash Restricted cash balances consist primarily of funds on deposit with credit card and other payment processors. These balances do not have the benefit of federal deposit insurance and are subject to the financial risk of the parties holding these funds. Restricted cash balances held by credit card processors are unavailable to us unless, and for a period of time after, we discontinue the use of their services. Because a portion of these funds can be accessed and converted to unrestricted cash in less than one year in certain circumstances, that portion is considered a current asset. Restricted cash is included with cash and cash equivalents in our consolidated statements of cash flows. Deposits with Credit Card Processors The deposits with our credit card processors are held due to arrangements under which our credit card processors withhold credit card funds to cover charge backs in the event we are unable to honor our commitments. These deposits are included in restricted cash on our consolidated balance sheet. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts in the consolidated cash flow statements: Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash September 30, 2023 December 31, 2022 (in thousands) Cash and cash equivalents $ 129 $ 112 Restricted cash 111 111 Total cash, cash equivalents, and restricted cash shown in the cash flow statement $ 240 $ 223 Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities” Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt. Stock Warrants The Company accounts for stock warrants as equity in accordance with ASC 480 – Distinguishing Liabilities from Equity ASC 815 – Derivatives and Hedging Income Tax in Interim Periods We conduct operations in separate legal entities in different jurisdictions. As a result, income tax amounts are reflected in these consolidated financial statements for each of those jurisdictions. Tax laws and tax rates vary substantially in these jurisdictions and are subject to change based on the political and economic climate in those countries. We file our tax returns in accordance with our interpretations of each jurisdiction’s tax laws. We record our tax provision or benefit on an interim basis using the estimated annual effective tax rate. This rate is applied to the current period ordinary income or loss to determine the income tax provision or benefit allocated to the interim period. We record our interim provision for income taxes by applying our estimated annual effective tax rate to our year-to-date pre-tax income and adjusting for discrete tax items recorded in the period. Deferred income taxes result from temporary differences between the reporting of amounts for financial statement purposes and income tax purposes. These differences relate primarily to different methods used for income tax reporting purposes, including for depreciation and amortization, warranty and vacation accruals, and deductions related to allowances for doubtful accounts receivable and inventory reserves. Our provision for income taxes included current federal and state income tax expense, as well as deferred federal and state income tax expense. Losses from jurisdictions for which no benefit can be realized and the income tax effects of unusual and infrequent items are excluded from the estimated annual effective tax rate. Valuation allowances are provided against the future tax benefits that arise from the losses in jurisdictions for which no benefit can be realized. The effects of unusual and infrequent items are recognized in the impacted interim period as discrete items. The estimated annual effective tax rate may be affected by nondeductible expenses and by our projected earnings mix by tax jurisdiction. Adjustments to the estimated annual effective income tax rate are recognized in the period during which such estimates are revised. We have established valuation allowances against our deferred tax assets, including net operating loss carryforwards and income tax credits. Valuation allowances take into consideration our expected ability to realize these deferred tax assets and reduce the value of such assets to the amount that is deemed more likely than not to be realizable. Our ability to realize these deferred tax assets is dependent on achieving our forecast of future taxable operating income over an extended period of time. We review our forecast in relation to actual results and expected trends on a quarterly basis. A change in our valuation allowance would impact our income tax expense/benefit and our stockholders’ deficit and could have a significant impact on our results of operations or financial condition in future periods. Discontinued Operations ASC 205-20-45, “Presentation of Financial Statements Discontinued Operations” Discontinued Operations

New Accounting Pronouncements

New Accounting Pronouncements	9 Months Ended
	Sep. 30, 2023
Accounting Changes and Error Corrections [Abstract]
New Accounting Pronouncements	Note 2 - New Accounting Pronouncements Accounting Standards Adopted in the Current Period We have implemented all the new accounting pronouncements that are in effect and that management believes would materially affect our financial statements. Recently Issued Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06 – Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) – Accounting for Convertible Instruments Contracts in an Entity’s Own Equity

Share-Based Compensation

Share-Based Compensation	9 Months Ended
	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
Share-Based Compensation	Note 3 - Share-Based Compensation We account for share-based awards under the provisions of ASC 718, “ Compensation—Stock Compensation Share-based compensation expenses related to our restricted stock grants were $ 4.15 14 12.46 82

Discontinued Operations

Discontinued Operations	9 Months Ended
	Sep. 30, 2023
Discontinued Operations and Disposal Groups [Abstract]
Discontinued Operations	Note 4 - Discontinued Operations On January 27, 2021, Legacy Education Alliance Australia PTY Limited (“LEA Australia”), a wholly owned subsidiary of Legacy Education Alliance, Inc. (“LEAI”), appointed Brent Leigh Morgan and Christopher Stephen Bergin, both of the firm of Rodgers Reidy, 326 William Street, Melbourne VIC 3000 Australia, as Joint and Several Liquidators of LEA Australia, to supervise a Creditors Voluntary Liquidation of LEA Australia. Subject to the approval of the creditors of LEA Australia at a meeting held on February 23, 2021, AEDT (February 22, 2021, EST), the Joint Liquidators will wind down the business of LEA Australia and make distributions, if any, to its creditors in accordance with the applicable provisions of the Australian Corporations Act of 2001. The first meeting of creditors of LEA Australia was held on February 24, 2021, (AEDT), at which no resolutions were proposed by the creditors, no nominations for a Committee of Inspection were made, and no alternative liquidator was proposed. On March 11, 2022, the proof of debt was rejected by the Liquidator of Legacy UK and extended twenty-one days from the receipt of the notice to provide additional documentation supporting the claim to the Court of England. The additional information was submitted to the Liquidators on March 21, 2022. On March 2, 2021, Legacy Education Alliance Holdings, Inc. the sole shareholder of Legacy Education Alliance Hong Kong Limited (“LEA Hong Kong”), a subsidiary of the Company, adopted a resolution to wind up voluntarily the affairs of LEA Hong Kong and to appoint Cosimo Borrelli and Li Chung Ngai (also known as Anson Li), both of Borrelli Walsh Limited, Level 17, Tower 1, Admiralty Centre, 18 Harcourt Road, Hong Kong as Joint and Several Liquidators of LEA Hong Kong. At a meeting of the creditors of LEA Hong Kong held on March 2, 2021, the creditors similarly approved the voluntary winding up of LEA Hong Kong and the appointment of Cosimo Borrelli and Li Chung Ngai (also known as Anson Li), as Joint and Several Liquidators. The Joint and Several Liquidators will wind up the business of LEA Hong Kong and make distributions, if any, to its creditors in accordance with the applicable provisions of the Companies (Winding Up and Miscellaneous Provisions) Ordinance of Hong Kong. On March 7, 2021, Tigrent Learning Canada Inc. (“Tigrent Canada”), a wholly owned subsidiary of Legacy Education Alliance, Inc., filed an assignment in bankruptcy under section 49 of the Canada Bankruptcy and Insolvency Act (the “Act”) in the Office of the Superintendent of Bankruptcy Canada, District of Ontario, Division of Toronto, Court No. 31-2718213. Also on March 7, 2021, A. Farber & Partners was appointed trustee of the estate of Tigrent Canada. The trustee will wind down the business of Tigrent Canada and make distributions, if any, to its creditors in accordance with the applicable provisions of the Act. At the First Meeting of Creditors held on March 23, 2021, the creditors of Tigrent Canada approved the appointment of A. Farber & Partners as trustee of the estate of Tigrent Canada. On October 28, 2019, four creditors of Legacy Education Alliance International Ltd. (“Legacy UK”), one of our UK subsidiaries, obtained an order from the High Court of Justice, Business and Property Courts of England and Wales (the “English Court”) with respect to the business and affairs of Legacy UK. Pursuant to the Administration Order of November 15, 2019, from the English Court, the two individuals appointed as administrators engaged a third-party to market Legacy UK’s business and assets for sale to one or more third parties. On November 26, 2019, Legacy UK’s assets and deferred revenues sold for £300 thousand (British pounds) to Mayflower Alliance LTD. We did not receive any proceeds from the sale of Legacy UK. Further details, including the resolution of claims and liabilities, and other information regarding the administration may not be forthcoming for several months. The impact of this transaction is reflected as a discontinued operation in the consolidated financial statements. We are awaiting the outcome from the meeting of the Creditors on March 25, 2022. The Company is currently unaware of the status of this matter due to a lack of funds available for its UK counsel. The major classes of assets and liabilities of the entities classified as discontinued operations were as follows: Schedule of Assets and Liabilities of entities classified as discontinued operations September 30, 2023 December 31, 2022 (in thousands) Major classes of assets Cash and cash equivalents $ — $ — Deferred course expenses — — Discontinued operations-current assets — — Other assets 32 32 Total major classes of assets - discontinued operations $ 32 $ 32 Major classes of liabilities Accounts payable $ 3,432 $ 3,332 Accrued course expenses 545 526 Other accrued expenses 403 390 Deferred revenue 5,062 4,995 Total major classes of liabilities - discontinued operations $ 9,442 $ 9,243

Earnings Per Share (_EPS_)

Earnings Per Share (“EPS”)	9 Months Ended
	Sep. 30, 2023
Earnings Per Share [Abstract]
Earnings Per Share (“EPS”)	Note 5 - Earnings Per Share (“EPS”) Basic EPS is computed by dividing net income (loss) by the basic weighted-average number of shares outstanding during the period. Diluted EPS is computed by dividing net income by the diluted weighted-average number of shares outstanding during the period and, accordingly, reflects the potential dilution that could occur if securities or other agreements to issue common stock, such as stock options, were exercised, settled or converted into common stock and were dilutive. The diluted weighted-average number of shares used in our diluted EPS calculation is determined using the treasury stock method for stock options and warrants, and the if-converted method for convertible notes. Under the if-converted method, the convertible notes are assumed to have been converted at the beginning of the period or at time of issuance, if later, and the resulting common shares are included in the denominator. For periods in which we recognize losses, the calculation of diluted loss per share is the same as the calculation of basic loss per share. Unvested awards of share-based payments with rights to receive dividends or dividend equivalents, such as our restricted stock awards, are considered to be participating securities, and therefore, the two-class method is used for purposes of calculating EPS. Under the two-class method, a portion of net income is allocated to these participating securities and is excluded from the calculation of EPS allocated to common stock. Our restricted stock awards are subject to forfeiture and restrictions on transfer until vested and have identical voting, income and distribution rights to the unrestricted common shares outstanding. The calculations of basic and diluted EPS are as follows: Schedule of Calculations of Basic and Diluted EPS Nine Months Ended Nine Months Ended Weighted Weighted Average Loss Average Earnings Net Shares Per Net Shares Per Loss Outstanding Share Income Outstanding Share (in thousands, except per share data) (in thousands, except per share data) Basic: As reported $ (2,591 ) 38,617 $ (0.07 ) $ (1,053 ) 34,683 $ (0.03 ) Amounts allocated to unvested restricted shares and warrants — — Amounts available to common stockholders $ (2,591 ) 38,617 $ (0.07 ) $ (1,053 ) 34,683 $ (0.03 ) 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 $ (2,591 ) 38,617 $ (0.07 ) $ (1,053 ) 34,683 $ (0.03 )

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 6 - Fair Value Measurements ASC 820, “Fair Value Measurements and Disclosures” ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. In accordance with ASC 820, these two types of inputs have created the following fair value hierarchy: ● Level 1-Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2-Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability, including: ● Quoted prices for similar assets or liabilities in active markets ● Quoted prices for identical or similar assets or liabilities in markets that are not active ● Inputs other than quoted prices that are observable for the asset or liability ● Inputs that are derived principally from or corroborated by observable market data by correlation or other means; and ● Level 3-Inputs that are unobservable and reflect our assumptions used in pricing the asset or liability based on the best information available under the circumstances (e.g., internally derived assumptions surrounding the timing and amount of expected cash flows). For the nine-months ended September 30, 2023, the Company has the derivative liabilities measured at fair value on a recurring basis which are valued at level 3 measurement. At December 31, 2022, the Company does not have any financial assets or liabilities measured and recorded at fair value on its consolidated balance sheet on a recurring basis. Financial Instruments.

Short-Term and Long-Term Debt

Short-Term and Long-Term Debt	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
Short-Term and Long-Term Debt	Note 7 - Short-Term and Long-Term Debt Schedule of Long-term Debt (in thousands) As of September 30, 2023 As of December 31, 2022 Senior Secured Convertible Debenture — $ — EDIL Loan 200 $ 200 Notes Payable 200 Debt Discount (383 ) (383 ) Senior Secured Convertible Debenture, net 17 (183 ) Paycheck Protection Program loan 1,000 1,000 Paycheck Protection Program loan 2 742 742 IPFS Insurance Premium Note Payable — — Total debt 1,759 1,559 Less current portion of long-term debt (1,001 ) (1,001 ) Total long-term debt, net of current portion 758 $ 558 Short-term related party debt: Schedule of Short-term Related Party Debt (in thousands) As of September 30, 2023 As of December 31, 2022 Senior Secured Convertible Debenture - related party $ 3,728 $ 2,413 Debt Discount-related party (21 ) - Senior Secured Convertible Debenture - related party, net $ 3,707 $ 2,413 The following is a summary of scheduled debt maturities by year (in thousands): Schedule of Debt Maturities 2023 5,266 2024 12 2025 12 2026 12 Thereafter 164 Total debt $ 5,466 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 0 16 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 – Stock Warrants 0.155 375 375 0 14 On August 27, 2021, the Company amended the terms of the LTP Debenture to reduce LTP’s maximum funding obligation from $ 1 million to $ 675 thousand and to require LTP to fund the remaining principal balance of $ 300 thousand no later than October 15, 2021. On October 15, 2021, the Company received $ 100 thousand of the remaining $ 300 thousand funding obligation of LTP. On October 27, 2021, LTP funded the remaining funding obligation of $ 200 thousand. The Company evaluated the convertible debenture under ASC 470-20 and recognized a debt discount of $ 228 thousand related to the beneficial conversion feature during the year ended December 31, 2021, with a corresponding credit to additional paid-in capital. 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 – 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 0 25 485.2 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 ABC Impact 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. On October 7, 2022, GLD provided the Company with formal, written notice that the Company is in default under the terms of the Forbearance Agreement and the GLD intends to exercise all available rights and remedies at law and/or at equity. Pursuant to the Forbearance Agreement, upon the occurrence of an Event of Default, GLD may release a Confession of Judgment from escrow and enter judgment against the Company for the outstanding principal balance due under the GLD Note, and any accrued, but unpaid interest. GLD has the option to exercise any or all remedies provided under the Forbearance Agreement, the GLD Note or applicable law. In addition, the Company continued to trigger Events of Default commencing as of October 15, 2022, when the next set of obligations came due under the Forbearance Agreement. The Company can give no assurance that it will cure any Events of Default or that GLD will not exercise any and all of its rights under the Forbearance Agreement. 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 Notes. On Nov 14, 2023, the Company entered into a Securities Purchase Agreement (the “Kolk Purchase Agreement”) and issued and sold to Kolk Homes LLC (“Kolk”), a Convertible Promissory Note (the “Kolk Note”) in the principal amount of $ 100,000 100 On Aug 22, 2023, the Company entered into a Securities Purchase Agreement (the “Eagle Purchase Agreement”) and issued and sold to Eagle Pre IPO LLC (“Eagle”), a Convertible Promissory Note (the “Eagle Note”) in the principal amount of $ 50,000 100 The maturity date of the Kolk Note and Eagle 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 Kolk Note and Eagle Note bear interest commencing, at a fixed rate of 8 On May 17, 2022, the Company entered into a Securities Purchase Agreement (the “TLC Purchase Agreement”) and issued and sold to TLC Management & Consulting LLC (“TLC”), a Convertible Promissory Note (the “TLC Note” and together with the Kolk Note and Eagle Note, the “Notes”) in the principal amount of $ 110,000 10,000 100 The maturity date of the TLC 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 TLC Note bears interest commencing on May 17, 2022, at a fixed rate of 6 November 17, 2023 The Company used the net proceeds from the sale of the Notes 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 TLC Note, provided that it shall pay an amount in cash equal to the sum of 110 The TLC Note contains customary events of default for a transaction such as the TLC Loan which entitle TLC, among other things, to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the TLC Note. Any principal and interest on the TLC Note which is not paid when due shall bear interest at the rate of the lesser of (i) 12 Pursuant to the TLC Purchase Agreement, the Company granted to TLC registration rights whereby the Company shall register for resale all of the common stock underlying the TLC Note and TLC Warrant, as set forth on Exhibit C to the TLC Purchase Agreement. The TLC Warrant has an exercise price of 125 The exercise of the TLC Warrant is subject to a beneficial ownership limitation of 4.99 ABC Impact Loans. Between June 9, 2022 and October 30, 2023, the Company borrowed an aggregate of $ 2,570,500 10 2,429,500 ABC Impact 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 ABC Impact, 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. 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	9 Months Ended
	Sep. 30, 2023
Stock Warrants
Stock Warrants	Note 8 - 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 nine months ended September 30, 2023, 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 1 Balance as of January 1, 2021 - - - - Granted 7,083,500 $ 0.05 - - Balance as of December 31, 2022 7,083,500 $ 0.05 4.05 850 Exercisable as of September 30, 2023 7,083,500 $ 0.20 3.85 177 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $ 0.2250

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Note 9 - Income Taxes We recorded income tax benefit of $ 0 0 0 136 0 0 33 21 The Company assessed the weight of all available positive and negative evidence and determined it was more likely than not that future earnings will be sufficient to realize the associated deferred tax assets. As of September 30, 2023 and December 31, 2022, we retained a valuation allowance of $ 3.5 3.5 During the nine months ended September 30, 2023 and 2022, there were no material changes in uncertain tax positions. We do not expect any significant changes to unrecognized tax benefits in this and next year. We record interest and penalties related to unrecognized tax benefits within the provision for income taxes. We believe that no current tax positions that have resulted in unrecognized tax benefits will significantly increase or decrease within one year. We file income tax returns in the U.S. federal jurisdiction and in various state and foreign jurisdictions. We are not currently under examination in any jurisdiction. In the event of any future tax assessments, we have elected to record the income taxes and any related interest and penalties as income tax expense on our consolidated statements of operations and comprehensive income. Our federal income tax returns for the years subsequent to 2019 are subject to examination by the Internal Revenue Service. Our state tax returns for all years after 2019 or 2018, depending on each state’s jurisdiction, are subject to examination. In addition, our Canadian tax returns and United Kingdom tax returns for all years after 2015 are subject to examination.

Concentration Risk

Concentration Risk	9 Months Ended
	Sep. 30, 2023
Risks and Uncertainties [Abstract]
Concentration Risk	Note 10 - Concentration Risk Cash and cash equivalents We maintain deposits in banks in amounts that might exceed the federal deposit insurance available. Management believes the potential risk of loss on these cash and cash equivalents to be minimal. All cash balances as of September 30, 2023 and December 31, 2022, including foreign subsidiaries, without FDIC coverage were $ 0.04 0.04

Segment Information

Segment Information	9 Months Ended
	Sep. 30, 2023
Segment Reporting [Abstract]
Segment Information	Note 11 - Segment Information We manage our business in three segments based on geographic location for which operating managers are responsible to the Chief Executive Officer. These segments historically have included: (i) North America, (ii) United Kingdom, and (iii) Other Foreign Markets. We no longer operate in the Other Foreign Markets segment. Operating results, as reported below, are reviewed regularly by our Chief Executive Officer, or Chief Operating Decision Maker (“CODM”) and other members of the management team. The proportion of our total revenue attributable to each segment is as follows: Schedule of Total Revenue Attributable to Each Segment Nine Months Ended As a percentage of total revenue 2023 2022 North America 100.0 % 100.0 % U.K. 0.0 % - % Other foreign markets — % - % Total consolidated revenue 100.0 % 100.0 % Operating results for the segments are as follows: Schedule of Operating Results for Segments 2023 2022 Nine Months Ended 2023 2022 Segment revenue (In thousands) North America $ 111 $ 410 U.K. - 0 Other foreign markets — - Total consolidated revenue $ 111 $ 410 Nine Months Ended 2023 2022 Segment gross profit contribution * (In thousands) North America $ (120 ) $ 7 U.K. 1 Other foreign markets — - Total consolidated gross profit $ (120 ) $ 8 * Segment gross profit is calculated as revenue less direct course expenses, advertising and sales expenses and royalty expenses. 2023 2022 Nine Months Ended September 30, 2023 2022 Depreciation and amortization expenses (In thousands) North America $ — $ — U.K. $ — — Other foreign markets — — Total consolidated depreciation and amortization expenses $ - $ - Schedule of Segment Identifiable Assets September 30, 2023 December 31, 2022 Segment identifiable assets (In thousands) North America $ 490 400 U.K. $ 60 93 Other foreign markets $ 200 171 Total consolidated identifiable assets $ 750 $ 664

Revenue Recognition

Revenue Recognition	9 Months Ended
	Sep. 30, 2023
Revenue from Contract with Customer [Abstract]
Revenue Recognition	Note 12 - Revenue Recognition We recognize revenue when our customers obtain control of promised goods or services, in an amount that reflects the consideration which we expect to receive in exchange for those goods or services, in accordance with implemented Topic 606 - an update to Topic 605. Revenue amounts presented in our consolidated financial statements are recognized net of sales tax, value-added taxes, and other taxes. In the normal course of business, we recognize revenue based on the customers’ attendance of the course, mentoring training, coaching session or delivery of the software, data or course materials on-line. After a customer contract expires, we record breakage revenue less a reserve for cases where we allow a customer to attend after expiration. As of March 31, 2023, we have deferred revenue of $ 3.9 The following tables disaggregate our segment revenue by revenue source: Schedule of Segment Revenue Nine Months Ended Nine Months Ended 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 $ 111 — $ — $ 111 $ 283 — — $ 283 Products — — — — - — — - Coaching and Mentoring — — — - — — - Online and Subscription - — — - 126 — — 126 Other — — - 1 — — 1 Total revenue $ 111 — $ — $ 111 $ 410 — — $ 410

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 13 - Commitments and Contingencies 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 On July 27, 2023, the Cross-Motion to Dismiss was denied, and a motion for summary judgment in lieu of complaint was granted in the amount of $ 624,121.50 18 In the Matter of DMG Productions LLC. CASE NO: 50-2022-CA007610 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 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 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. Although the Company is currently unaware of any activity related to this matter, it is anticipated that future legal action may result from this matter. 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	9 Months Ended
	Sep. 30, 2023
Leases
Leases	Note 14 - Leases Right-of-Use Assets and Leases Obligations We lease office space and office equipment under non-cancelable operating leases, with terms typically ranging from one to three years, subject to certain renewal options as applicable. We consider those renewal or termination options that are reasonably certain to be exercised in the determination of the lease term and initial measurement of lease liabilities and right-of-use assets. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 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 September 30, 2023 and December 31, 2022 The table below presents the lease related assets and liabilities recorded on the Company’s Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022: Schedule of Lease Related Assets and Liabilities Balance Sheet Line Classification on September 30, 2023 December 31, 2022 (in thousands) Assets Operating lease assets Operating lease right of use assets $ 78 $ 113 Total lease assets Total lease assets $ 78 $ 113 Liabilities Current liabilities: Operating lease liabilities Current operating lease liabilities $ 59 $ 67 Noncurrent liabilities: Operating lease liabilities Long-term operating lease liabilities $ 18 $ 46 Total lease liabilities Total lease liabilities $ 78 $ 113 Lease cost for the nine months ended September 30, 2023 and 2022 The table below presents the lease related costs recorded on the Company’s Consolidated Statements of Operations for the nine months ended September 30, 2023 and 2022: Schedule of Operating Lease Cost Nine Months Ended September 30, Lease cost Classification 2023 2022 (in thousands) Operating lease cost General and administrative expenses $ - $ 20 Total lease cost Total lease cost $ - $ 20 Lease Terms and Discount Rates The table below presents certain information related to the weighted average remaining lease terms and weighted average discount rates for the Company’s operating leases as of September 30, 2023 and December 31, 2022: Schedule of Weighted Average Remaining Lease Terms and Weighted Average Discount Rates September 30, 2023 December 31, 2022 Weighted average remaining lease term - operating leases .25 .50 Weighted average discount rate - operating leases 12.00 % 12.00 % There are no lease arrangements where the Company is the lessor.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 15 – Subsequent Events See Note 7 Short-Term and Long-Term Debt

General (Policies)

General (Policies)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Going Concern	Going Concern The accompanying consolidated financial statements and notes have been prepared assuming we will continue as a going concern. For the nine months ended September 30, 2023 we had an accumulated deficit, a working capital deficit and a negative cash flow from operating activities. These circumstances raise substantial doubt as to our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate profits by expanding current operations as well as reducing our costs and increasing our operating margins, and to sustain adequate working capital to finance our operations. The failure to achieve the necessary levels of profitability and cash flows would be detrimental to us. The consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
Use of Estimates	Use of Estimates Conformity with GAAP requires the use of estimates and judgments that affect the reported amounts in our consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. GAAP requires us to make estimates and judgments in several areas, including, but not limited to, those related to deferred revenues, reserve for breakage, deferred costs, revenue recognition, commitments and contingencies, fair value of financial instruments, useful lives of property and equipment, right-of-use assets, and income taxes. These estimates are based on management’s knowledge about current events and expectations about actions we may undertake in the future. Actual results could differ materially from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents We consider all highly liquid instruments with an original maturity of three months or less to be cash or cash equivalents. We continually monitor and evaluate our investment positions and the creditworthiness of the financial institutions with which we invest and maintain deposit accounts. When appropriate, we utilize Certificate of Deposit Account Registry Service (CDARS) to reduce banking risk for a portion of our cash in the United States. A CDAR consists of numerous individual investments, all below the FDIC limits, thus fully insuring that portion of our cash. At September 30, 2023 and December 31, 2022, we did not have a CDAR balance.
Restricted Cash	Restricted Cash Restricted cash balances consist primarily of funds on deposit with credit card and other payment processors. These balances do not have the benefit of federal deposit insurance and are subject to the financial risk of the parties holding these funds. Restricted cash balances held by credit card processors are unavailable to us unless, and for a period of time after, we discontinue the use of their services. Because a portion of these funds can be accessed and converted to unrestricted cash in less than one year in certain circumstances, that portion is considered a current asset. Restricted cash is included with cash and cash equivalents in our consolidated statements of cash flows.
Deposits with Credit Card Processors	Deposits with Credit Card Processors The deposits with our credit card processors are held due to arrangements under which our credit card processors withhold credit card funds to cover charge backs in the event we are unable to honor our commitments. These deposits are included in restricted cash on our consolidated balance sheet. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts in the consolidated cash flow statements: Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash September 30, 2023 December 31, 2022 (in thousands) Cash and cash equivalents $ 129 $ 112 Restricted cash 111 111 Total cash, cash equivalents, and restricted cash shown in the cash flow statement $ 240 $ 223
Convertible Instruments	Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities” Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt.
Stock Warrants	Stock Warrants The Company accounts for stock warrants as equity in accordance with ASC 480 – Distinguishing Liabilities from Equity ASC 815 – Derivatives and Hedging
Income Tax in Interim Periods	Income Tax in Interim Periods We conduct operations in separate legal entities in different jurisdictions. As a result, income tax amounts are reflected in these consolidated financial statements for each of those jurisdictions. Tax laws and tax rates vary substantially in these jurisdictions and are subject to change based on the political and economic climate in those countries. We file our tax returns in accordance with our interpretations of each jurisdiction’s tax laws. We record our tax provision or benefit on an interim basis using the estimated annual effective tax rate. This rate is applied to the current period ordinary income or loss to determine the income tax provision or benefit allocated to the interim period. We record our interim provision for income taxes by applying our estimated annual effective tax rate to our year-to-date pre-tax income and adjusting for discrete tax items recorded in the period. Deferred income taxes result from temporary differences between the reporting of amounts for financial statement purposes and income tax purposes. These differences relate primarily to different methods used for income tax reporting purposes, including for depreciation and amortization, warranty and vacation accruals, and deductions related to allowances for doubtful accounts receivable and inventory reserves. Our provision for income taxes included current federal and state income tax expense, as well as deferred federal and state income tax expense. Losses from jurisdictions for which no benefit can be realized and the income tax effects of unusual and infrequent items are excluded from the estimated annual effective tax rate. Valuation allowances are provided against the future tax benefits that arise from the losses in jurisdictions for which no benefit can be realized. The effects of unusual and infrequent items are recognized in the impacted interim period as discrete items. The estimated annual effective tax rate may be affected by nondeductible expenses and by our projected earnings mix by tax jurisdiction. Adjustments to the estimated annual effective income tax rate are recognized in the period during which such estimates are revised. We have established valuation allowances against our deferred tax assets, including net operating loss carryforwards and income tax credits. Valuation allowances take into consideration our expected ability to realize these deferred tax assets and reduce the value of such assets to the amount that is deemed more likely than not to be realizable. Our ability to realize these deferred tax assets is dependent on achieving our forecast of future taxable operating income over an extended period of time. We review our forecast in relation to actual results and expected trends on a quarterly basis. A change in our valuation allowance would impact our income tax expense/benefit and our stockholders’ deficit and could have a significant impact on our results of operations or financial condition in future periods.
Discontinued Operations	Discontinued Operations ASC 205-20-45, “Presentation of Financial Statements Discontinued Operations” Discontinued Operations

General (Tables)

General (Tables)	9 Months Ended
	Sep. 30, 2023
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 September 30, 2023 December 31, 2022 (in thousands) Cash and cash equivalents $ 129 $ 112 Restricted cash 111 111 Total cash, cash equivalents, and restricted cash shown in the cash flow statement $ 240 $ 223

Discontinued Operations (Tables

Discontinued Operations (Tables)	9 Months Ended
	Sep. 30, 2023
Discontinued Operations and Disposal Groups [Abstract]
Schedule of Assets and Liabilities of entities classified as discontinued operations	The major classes of assets and liabilities of the entities classified as discontinued operations were as follows: Schedule of Assets and Liabilities of entities classified as discontinued operations September 30, 2023 December 31, 2022 (in thousands) Major classes of assets Cash and cash equivalents $ — $ — Deferred course expenses — — Discontinued operations-current assets — — Other assets 32 32 Total major classes of assets - discontinued operations $ 32 $ 32 Major classes of liabilities Accounts payable $ 3,432 $ 3,332 Accrued course expenses 545 526 Other accrued expenses 403 390 Deferred revenue 5,062 4,995 Total major classes of liabilities - discontinued operations $ 9,442 $ 9,243

Earnings Per Share (_EPS_) (Tab

Earnings Per Share (“EPS”) (Tables)	9 Months Ended
	Sep. 30, 2023
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 Nine Months Ended Nine Months Ended Weighted Weighted Average Loss Average Earnings Net Shares Per Net Shares Per Loss Outstanding Share Income Outstanding Share (in thousands, except per share data) (in thousands, except per share data) Basic: As reported $ (2,591 ) 38,617 $ (0.07 ) $ (1,053 ) 34,683 $ (0.03 ) Amounts allocated to unvested restricted shares and warrants — — Amounts available to common stockholders $ (2,591 ) 38,617 $ (0.07 ) $ (1,053 ) 34,683 $ (0.03 ) 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 $ (2,591 ) 38,617 $ (0.07 ) $ (1,053 ) 34,683 $ (0.03 )

Short-Term and Long-Term Debt (

Short-Term and Long-Term Debt (Tables)	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
Schedule of Long-term Debt	Schedule of Long-term Debt (in thousands) As of September 30, 2023 As of December 31, 2022 Senior Secured Convertible Debenture — $ — EDIL Loan 200 $ 200 Notes Payable 200 Debt Discount (383 ) (383 ) Senior Secured Convertible Debenture, net 17 (183 ) Paycheck Protection Program loan 1,000 1,000 Paycheck Protection Program loan 2 742 742 IPFS Insurance Premium Note Payable — — Total debt 1,759 1,559 Less current portion of long-term debt (1,001 ) (1,001 ) Total long-term debt, net of current portion 758 $ 558
Schedule of Short-term Related Party Debt	Schedule of Short-term Related Party Debt (in thousands) As of September 30, 2023 As of December 31, 2022 Senior Secured Convertible Debenture - related party $ 3,728 $ 2,413 Debt Discount-related party (21 ) - Senior Secured Convertible Debenture - related party, net $ 3,707 $ 2,413
Schedule of Debt Maturities	The following is a summary of scheduled debt maturities by year (in thousands): Schedule of Debt Maturities 2023 5,266 2024 12 2025 12 2026 12 Thereafter 164 Total debt $ 5,466

Stock Warrants (Tables)

Stock Warrants (Tables)	9 Months Ended
	Sep. 30, 2023
Stock Warrants
Schedule of Warrant Activities	A summary of the warrant activities for the nine months ended September 30, 2023, 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 1 Balance as of January 1, 2021 - - - - Granted 7,083,500 $ 0.05 - - Balance as of December 31, 2022 7,083,500 $ 0.05 4.05 850 Exercisable as of September 30, 2023 7,083,500 $ 0.20 3.85 177 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $ 0.2250

Segment Information (Tables)

Segment Information (Tables)	9 Months Ended
	Sep. 30, 2023
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 Nine Months Ended As a percentage of total revenue 2023 2022 North America 100.0 % 100.0 % U.K. 0.0 % - % 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 2023 2022 Nine Months Ended 2023 2022 Segment revenue (In thousands) North America $ 111 $ 410 U.K. - 0 Other foreign markets — - Total consolidated revenue $ 111 $ 410 Nine Months Ended 2023 2022 Segment gross profit contribution * (In thousands) North America $ (120 ) $ 7 U.K. 1 Other foreign markets — - Total consolidated gross profit $ (120 ) $ 8 * Segment gross profit is calculated as revenue less direct course expenses, advertising and sales expenses and royalty expenses. 2023 2022 Nine Months Ended September 30, 2023 2022 Depreciation and amortization expenses (In thousands) North America $ — $ — U.K. $ — — Other foreign markets — — Total consolidated depreciation and amortization expenses $ - $ -
Schedule of Segment Identifiable Assets	Schedule of Segment Identifiable Assets September 30, 2023 December 31, 2022 Segment identifiable assets (In thousands) North America $ 490 400 U.K. $ 60 93 Other foreign markets $ 200 171 Total consolidated identifiable assets $ 750 $ 664

Revenue Recognition (Tables)

Revenue Recognition (Tables)	9 Months Ended
	Sep. 30, 2023
Revenue from Contract with Customer [Abstract]
Schedule of Segment Revenue	The following tables disaggregate our segment revenue by revenue source: Schedule of Segment Revenue Nine Months Ended Nine Months Ended 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 $ 111 — $ — $ 111 $ 283 — — $ 283 Products — — — — - — — - Coaching and Mentoring — — — - — — - Online and Subscription - — — - 126 — — 126 Other — — - 1 — — 1 Total revenue $ 111 — $ — $ 111 $ 410 — — $ 410

Leases (Tables)

Leases (Tables)	9 Months Ended
	Sep. 30, 2023
Leases
Schedule of Lease Related Assets and Liabilities	The table below presents the lease related assets and liabilities recorded on the Company’s Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022: Schedule of Lease Related Assets and Liabilities Balance Sheet Line Classification on September 30, 2023 December 31, 2022 (in thousands) Assets Operating lease assets Operating lease right of use assets $ 78 $ 113 Total lease assets Total lease assets $ 78 $ 113 Liabilities Current liabilities: Operating lease liabilities Current operating lease liabilities $ 59 $ 67 Noncurrent liabilities: Operating lease liabilities Long-term operating lease liabilities $ 18 $ 46 Total lease liabilities Total lease liabilities $ 78 $ 113
Schedule of Operating Lease Cost	The table below presents the lease related costs recorded on the Company’s Consolidated Statements of Operations for the nine months ended September 30, 2023 and 2022: Schedule of Operating Lease Cost Nine Months Ended September 30, Lease cost Classification 2023 2022 (in thousands) Operating lease cost General and administrative expenses $ - $ 20 Total lease cost Total lease cost $ - $ 20
Schedule of Weighted Average Remaining Lease Terms and Weighted Average Discount Rates	The table below presents certain information related to the weighted average remaining lease terms and weighted average discount rates for the Company’s operating leases as of September 30, 2023 and December 31, 2022: Schedule of Weighted Average Remaining Lease Terms and Weighted Average Discount Rates September 30, 2023 December 31, 2022 Weighted average remaining lease term - operating leases .25 .50 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	Sep. 30, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Cash and cash equivalents	$ 129	$ 112
Restricted cash	111	111
Total cash, cash equivalents, and restricted cash shown in the cash flow statement	$ 240	$ 223

Share-Based Compensation (Detai

Share-Based Compensation (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]
Share based compensation expense	$ 4,150	$ 14,000	$ 12,460	$ 82,000

Schedule of Assets and Liabilit

Schedule of Assets and Liabilities of entities classified as discontinued operations (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Major classes of assets
Discontinued operations-current assets
Discontinued Operations [Member]
Major classes of assets
Cash and cash equivalents
Deferred course expenses
Discontinued operations-current assets
Other assets	32	32
Total major classes of assets - discontinued operations	32	32
Major classes of liabilities
Accounts payable	3,432	3,332
Accrued course expenses	545	526
Other accrued expenses	403	390
Deferred revenue	5,062	4,995
Total major classes of liabilities - discontinued operations	$ 9,442	$ 9,243

Schedule of Calculations of Bas

Schedule of Calculations of Basic and Diluted EPS (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Earnings Per Share [Abstract]
As reported, Net Income (Loss)			$ (2,591)	$ (1,053)
As reported, Weighted Average Shares Outstanding			38,617	34,683
Amounts available to common stockholders, Earnings Per Share Basic	$ (0.03)	$ 0.01	$ (0.07)	$ (0.03)
Amounts allocated to unvested restricted shares and warrants, Net Income
Amounts allocated to unvested restricted shares and warrants, Weighted Average Shares Outstanding
Amounts available to common stockholders, Net Income (Loss) Basic			$ (2,591)	$ (1,053)
Amounts available to common stockholders, Weighted Average Shares Outstanding, Basic	37,868	35,696	38,617	34,683
Amounts allocated to unvested restricted shares, Net Income (Loss)
Amounts allocated to unvested restricted shares, Weighted Average Shares Outstanding Diluted
Stock warrants, Net Income (Loss)
Stock warrants, Weighted Average Shares Outstanding Diluted
Shares of common stock to be issued for convertible note, Net Income (Loss)
Shares of common stock to be issued for convertible note, Weighted Average Shares Outstanding Diluted
Amounts reallocated to unvested restricted shares, Net Income (Loss)
Amounts reallocated to unvested restricted shares, Weighted Average Shares Outstanding Diluted
Amounts available to stockholders and assumed conversions, Net Income (Loss)			$ (2,591)	$ (1,053)
Amounts available to stockholders and assumed conversions, Weighted Average Shares Outstanding Diluted	37,868	35,696	38,617	34,683
Amounts available to stockholders and assumed conversions, Earnings Per Share Diluted	$ (0.03)	$ 0.01	$ (0.07)	$ (0.03)

Schedule of Long-term Debt (Det

Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Senior Secured Convertible Debenture
EDIL Loan	200	200
Notes Payable	200
Debt Discount	(383)	(383)
Senior Secured Convertible Debenture, net	17	(183)
Total debt	1,759	1,559
Less current portion of long-term debt	(1,001)	(1,001)
Total long-term debt, net of current portion	758	558
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	742
I P F S Insurance Premium Note Payable [Member]
Debt Instrument [Line Items]
Total debt

Schedule of Short-term Related

Schedule of Short-term Related Party Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Short-Term Debt [Line Items]
Debt Discount-related party	$ (383)	$ (383)
Senior Secured Convertible Debenture [Member] | Related Party [Member]
Short-Term Debt [Line Items]
Senior Secured Convertible Debenture - related party	3,728	2,413
Debt Discount-related party	(21)
Senior Secured Convertible Debenture - related party, net	$ 3,707	$ 2,413

Schedule of Debt Maturities (De

Schedule of Debt Maturities (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Debt Disclosure [Abstract]
2023	$ 5,266
2024	12
2025	12
2026	12
Thereafter	164
Total debt	$ 5,466

Short-Term and Long-Term Debt_2

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

3 Months Ended

7 Months Ended

9 Months Ended

12 Months Ended

Nov. 14, 2023

Aug. 22, 2023

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

Sep. 30, 2023

Mar. 31, 2023

Sep. 30, 2022

Dec. 30, 2022

Sep. 30, 2023

Sep. 30, 2022

Dec. 31, 2022

Dec. 31, 2021

Mar. 08, 2022

Oct. 27, 2021

Aug. 26, 2021

Mar. 10, 2021

Debt Instrument [Line Items]

Proceeds from debt

$ 100,000

Additional paid-in capital

$ 13,253,000

$ 13,253,000

$ 13,217,000

Amortization of debt discount

$ 261,000

[custom:RemainingOutstandingPrincipalBalance-0]

$ 300,000

Line of credit remaining borrowing capacity

$ 200,000

Common stock par value

$ 0.0001

$ 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%

9.99%

Common stock outstanding percentage

9.99%

9.99%

Common Stock [Member]

Debt Instrument [Line Items]

Issuance of shares

10,200

250

Warrant [Member] | ABCImpact LLC [Member]

Debt Instrument [Line Items]

Ownership percentage

4.99%

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

Interest Expense [Member]

Debt Instrument [Line Items]

Amortization of debt discount

$ 0

$ 14,000

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

$ 0.0001

Issuance of shares

1,600,000

LTP Debenture [Member]

Debt Instrument [Line Items]

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]

Debt Instrument, Fee Amount

$ 675,000

$ 1,000,000

[custom:RemainingOutstandingPrincipalBalance-0]

$ 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

$ 0

$ 25,000

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

Kolk Note [Member] | Securities Purchase Agreement [Member] | Subsequent Event [Member]

Debt Instrument [Line Items]

Face amount

$ 100,000

Kolk Warrant [Member] | Securities Purchase Agreement [Member] | Subsequent Event [Member]

Debt Instrument [Line Items]

Common stock, percentage

100%

Eagle Note [Member] | Securities Purchase Agreement [Member]

Debt Instrument [Line Items]

Interest rate, percentage

8%

Face amount

$ 50,000

Eagle Warrant [Member] | Securities Purchase Agreement [Member]

Debt Instrument [Line Items]

Common stock, percentage

100%

Convertible Promissory Note [Member]

Debt Instrument [Line Items]

Interest rate, percentage

6%

Maturity date

Nov. 17, 2023

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

Common stock, percentage

100%

Amortization of financing costs and discounts

$ 10,000

TLC Loan [Member]

Debt Instrument [Line Items]

Interest rate, percentage

12%

10% Convertible Debenture [Member]

Debt Instrument [Line Items]

Interest rate, percentage

10%

10%

Interest rate, percentage

18%

18%

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

Debt Instrument [Line Items]

Debt conversion price

$ 0.05

$ 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

$ 2,570,500,000,000

$ 2,570,500,000,000

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

Debt Instrument [Line Items]

Interest rate, percentage

10%

10%

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

Debt Instrument [Line Items]

Line of credit remaining borrowing capacity

$ 2,429,500,000,000

$ 2,429,500,000,000

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

$ 0

$ 16,000

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] - USD ($) $ / shares in Units, $ in Thousands		9 Months Ended	12 Months Ended
		Sep. 30, 2023	Dec. 31, 2022
Number of Shares, Balance		7,083,500
Weighted Average Exercise Price, Balance		$ 0.05
Aggregate Intrinsic Value	[1]	$ 850
Number of Shares, Granted			7,083,500
Weighted Average Exercise Price, Granted			$ 0.05
Number of Shares, Balance			7,083,500
Weighted Average Exercise Price, Balance			$ 0.05
Weighted Average Remaining Contractual Term in Years			4 years 18 days
Aggregate Intrinsic Value Outstanding	[1]		$ 850
Exercisable, Balance		7,083,500
Weighted Average Exercise Price, Exercisable		$ 0.20
Weighted Average Remaining Contractual Term in Years, Exercisable		3 years 10 months 6 days
Aggregate Intrinsic Value, Exercisable	[1]	$ 177
[1]The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $ 0.2250

Schedule of Warrant Activitie_2

Schedule of Warrant Activities (Details) (Parenthetical)	Sep. 30, 2023 $ / shares
Stock Warrants
Stock price	$ 0.2250

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

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income tax benefit	$ 0	$ 0		$ 136
Effective income tax rate reconciliation, at federal statutory income tax rate, percent	0%	0%	0%	33%
Effective income tax rate reconciliation, other adjustments, percent			21%
Valuation allowances	$ 3,500		$ 3,500		$ 3,500

Concentration Risk (Details Nar

Concentration Risk (Details Narrative) - USD ($) $ in Thousands	Sep. 30, 2023	Sep. 30, 2022
Risks and Uncertainties [Abstract]
Cash balances without FDIC	$ 40	$ 40

Schedule of Total Revenue Attri

Schedule of Total Revenue Attributable to Each Segment (Details) - Revenue Benchmark [Member] - Geographic Concentration Risk [Member]	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Revenue, Major Customer [Line Items]
Total consolidated revenue	100%	100%
North America [Member]
Revenue, Major Customer [Line Items]
Total consolidated revenue	100%	100%
UNITED KINGDOM
Revenue, Major Customer [Line Items]
Total consolidated revenue	0%
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		9 Months Ended
		Sep. 30, 2023	Sep. 30, 2022
Revenues from External Customers and Long-Lived Assets [Line Items]
Total consolidated revenue		$ 111	$ 410
Total consolidated gross profit	[1]	(120)	8
Total consolidated depreciation and amortization expenses
North America [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total consolidated revenue		111	410
Total consolidated gross profit	[1]	(120)	7
Total consolidated depreciation and amortization expenses
UNITED KINGDOM
Revenues from External Customers and Long-Lived Assets [Line Items]
Total consolidated revenue			0
Total consolidated gross profit	[1]		1
Total consolidated depreciation and amortization expenses
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 expenses.

Schedule of Segment Identifiabl

Schedule of Segment Identifiable Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Revenues from External Customers and Long-Lived Assets [Line Items]
Total consolidated identifiable assets	$ 750	$ 664
North America [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total consolidated identifiable assets	490	400
UNITED KINGDOM
Revenues from External Customers and Long-Lived Assets [Line Items]
Total consolidated identifiable assets	60	93
Other Foreign Markets [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total consolidated identifiable assets	$ 200	$ 171

Schedule of Segment Revenue (De

Schedule of Segment Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Revenue	$ (18)	$ 57	$ 111	$ 410
North America [Member]
Disaggregation of Revenue [Line Items]
Revenue			111	410
UNITED KINGDOM
Disaggregation of Revenue [Line Items]
Revenue
Other Foreign Markets [Member]
Disaggregation of Revenue [Line Items]
Revenue
Seminars [Member]
Disaggregation of Revenue [Line Items]
Revenue			111	283
Seminars [Member] | North America [Member]
Disaggregation of Revenue [Line Items]
Revenue			111	283
Seminars [Member] | UNITED KINGDOM
Disaggregation of Revenue [Line Items]
Revenue
Seminars [Member] | Other Foreign Markets [Member]
Disaggregation of Revenue [Line Items]
Revenue
Product [Member]
Disaggregation of Revenue [Line Items]
Revenue
Product [Member] | North America [Member]
Disaggregation of Revenue [Line Items]
Revenue
Product [Member] | UNITED KINGDOM
Disaggregation of Revenue [Line Items]
Revenue
Product [Member] | Other Foreign Markets [Member]
Disaggregation of Revenue [Line Items]
Revenue
Coaching and Mentoring [Member]
Disaggregation of Revenue [Line Items]
Revenue
Coaching and Mentoring [Member] | North America [Member]
Disaggregation of Revenue [Line Items]
Revenue
Coaching and Mentoring [Member] | UNITED KINGDOM
Disaggregation of Revenue [Line Items]
Revenue
Coaching and Mentoring [Member] | Other Foreign Markets [Member]
Disaggregation of Revenue [Line Items]
Revenue
Online and Subscription [Member]
Disaggregation of Revenue [Line Items]
Revenue				126
Online and Subscription [Member] | North America [Member]
Disaggregation of Revenue [Line Items]
Revenue				126
Online and Subscription [Member] | UNITED KINGDOM
Disaggregation of Revenue [Line Items]
Revenue
Online and Subscription [Member] | Other Foreign Markets [Member]
Disaggregation of Revenue [Line Items]
Revenue
Other [Member]
Disaggregation of Revenue [Line Items]
Revenue				1
Other [Member] | North America [Member]
Disaggregation of Revenue [Line Items]
Revenue				1
Other [Member] | UNITED KINGDOM
Disaggregation of Revenue [Line Items]
Revenue
Other [Member] | Other Foreign Markets [Member]
Disaggregation of Revenue [Line Items]
Revenue

Revenue Recognition (Details Na

Revenue Recognition (Details Narrative) $ in Millions	Sep. 30, 2023 USD ($)
Revenue from Contract with Customer [Abstract]
Deferred revenue	$ 3.9

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative)

9 Months Ended

Jul. 27, 2023 USD ($)

Oct. 05, 2022 USD ($)

Jun. 30, 2022 USD ($)

May 25, 2022 USD ($)

Apr. 29, 2022 USD ($)

Feb. 22, 2022 USD ($)

Aug. 12, 2021 USD ($)

Feb. 18, 2021 USD ($)

Dec. 08, 2020 USD ($)

Sep. 25, 2020 USD ($)

Jul. 24, 2020 GBP (£)

Mar. 18, 2020 GBP (£)

Sep. 30, 2023 USD ($)

May 19, 2021 USD ($)

Jan. 04, 2021 USD ($)

Nov. 26, 2019 GBP (£)

Loss Contingencies [Line Items]

Construction payable

$ 100,000

$ 60,000

$ 400,000

Payment for legal settlements

$ 340,000

$ 160,000

Litigation settlement expense

$ 60,000

£ 392,761.70

£ 461,459.70

Deferred revenue

$ 3,900,000

Payment for administrative fees

$ 390,600

Property investment

363,000

Contribution of property

$ 924,000

Late payment interest | £

£ 68,698

Amount granted in lieu of compliant

$ 624,121.50

Prejudgement rate

18

Loss Contingency, Damages Sought, Value

$ 97,112.25

$ 53,500

Total revenue

The 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

$ 240,000,000

Mr.Kostiner [Member]

Loss Contingencies [Line Items]

Litigation settlement expense

$ 35,000

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	Sep. 30, 2023	Dec. 31, 2022
Leases
Operating lease assets	$ 78	$ 113
Total lease assets	78	113
Operating lease liabilities	59	67
Operating lease liabilities	18	46
Total lease liabilities	$ 78	$ 113

Schedule of Operating Lease Cos

Schedule of Operating Lease Cost (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Leases
Operating lease cost		$ 20
Total lease cost		$ 20

Schedule of Weighted Average Re

Schedule of Weighted Average Remaining Lease Terms and Weighted Average Discount Rates (Details)	Sep. 30, 2023	Dec. 31, 2022
Leases
Weighted average remaining lease term - operating leases	3 months	6 months
Weighted average discount rate - operating leases	12%	12%