Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | Jul. 15, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q/A | |
Amendment Flag | true | |
Amendment Description | This Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024 (the “Report”) including, but not limited to, the financial statements, related notes, and other related information included herein have not been reviewed by the Company’s auditors prior to the filing of this Report as a result of our termination of our auditors in August 2023, as required by the rules and regulations of the Securities and Exchange Commission. The Company plans to appoint a new auditor to remedy these deficiencies when funds permit and upon the completion of its review will file the requisite amendment to this Report | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
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 | 120 N. Main St. | |
Entity Address, City or Town | New City | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10956 | |
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 | 49,239,875 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 91 | $ 43 |
Restricted cash | 111 | 111 |
Deferred course expenses | 200 | 200 |
Prepaid expenses and other current assets | 353 | 353 |
Inventory | 1 | 1 |
Discontinued operations current assets | ||
Total current assets | 756 | 708 |
Property and equipment, net | 1 | 1 |
Right-of-use assets | 78 | 78 |
Other assets | 6 | 6 |
Discontinued operations-other assets | 32 | 32 |
Total assets | 873 | 825 |
Current liabilities: | ||
Accounts payable | 2,682 | 2,682 |
Royalties payable | 110 | 110 |
Accrued course expenses | 240 | 240 |
Accrued salaries, wages and benefits | 853 | 853 |
Operating lease liability, current portion | 59 | 59 |
Other accrued expenses | 4,230 | 3,421 |
Deferred revenue | 3,861 | 3,861 |
Short-term related party debt | 4,631 | 4,606 |
Current portion of long term debt, net of unamortized debt discount of $0 | 1,000 | 1,000 |
Discontinued operations-current liabilities | 9,442 | 9,442 |
Total current liabilities | 27,108 | 26,274 |
Long-term debt, net of current portion and net of unamortized debt discount | 758 | 758 |
Deferred tax liability, net | 796 | 796 |
Other long term liabilities | ||
Operating lease liability, net of current portion | 18 | 18 |
Total liabilities | 28,681 | 27,847 |
Commitments and contingencies (Note 12) | ||
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; 49,239,875 and 49,239,875 shares issued and outstanding as of March 31, 2024 and December 31, 2023 | 3 | 3 |
Additional paid-in capital | 13,253 | 13,253 |
Cumulative foreign currency translation adjustment | 785 | 785 |
Accumulated deficit | (41,431) | (40,645) |
Non Controlling Interest | (419) | (419) |
Total stockholders’ deficit | (27,808) | (27,022) |
Total liabilities and stockholders’ deficit | $ 873 | $ 825 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
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 | 49,239,875 | 49,239,875 |
Common stock, shares outstanding | 49,239,875 | 49,239,875 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenue | $ 133 | $ 72 |
Operating costs and expenses: | ||
Direct course expenses | 438 | 73 |
Advertising and sales expenses | 45 | 31 |
Royalty expenses | 0 | |
General and administrative expenses | 436 | 886 |
Total operating costs and expenses | 919 | 991 |
Income (loss) from operations | (786) | (919) |
Other expense: | ||
Interest expense, net | (1) | (59) |
Other expense, net | ||
Gain on forgiveness of PPP Loan | 0 | 0 |
Total other expense, net | (1) | (59) |
Income (loss) from continuing operations before income taxes | (786) | (978) |
Income tax (expense) benefit | ||
Net income (loss) from continuing operations | (786) | (978) |
Income from discontinued operations | 0 | 0 |
Net income from discontinued operations | 0 | |
Less: Net Income attributable to Non controlling interest | 100 | |
Net income (loss) | $ (786) | $ (878) |
Basic earnings (loss) per common share - continuing operations | $ (0.02) | $ (0.02) |
Basic earnings (loss) per common share - discontinued operations | ||
Basic earnings (loss) per common share | (0.02) | (0.02) |
Diluted earnings (loss) per common share - continuing operations | (0.02) | (0.02) |
Diluted earnings (loss) per common share - discontinued operations | ||
Diluted earnings (loss) per common share | $ (0.02) | $ (0.02) |
Basic weighted average common shares outstanding | 40,823 | 36,411 |
Diluted weighted average common shares outstanding | 40,823 | 36,411 |
Comprehensive income: | ||
Foreign currency translation adjustments, net of tax of $0 | $ (976) | |
Total comprehensive income (loss) | $ (786) | $ (1,854) |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Income (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 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 | $ (36,184) | $ (22,183) | |
Balance, shares at Dec. 31, 2021 | 33,918 | |||||
Share-based compensation expense | 10 | 10 | ||||
Issuance of common stock | 45 | 45 | ||||
Issuance of common stock, shares | 250 | |||||
Foreign currency translation adjustment, net of tax of $0 | 756 | 756 | ||||
Net Income | (1,511) | (91) | (1,602) | |||
Shares issued on forbearance agreement | 1 | 1 | ||||
Shares issued on forbearance agreement, shares | 4,015 | |||||
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 | 4 | 4 | ||||
Issuance of common stock | ||||||
Issuance of common stock, shares | 700 | |||||
Foreign currency translation adjustment, net of tax of $0 | (976) | (976) | ||||
Net Income | (878) | (100) | (978) | |||
Balance at Mar. 31, 2023 | $ 3 | 13,217 | 617 | (38,573) | (191) | (24,923) |
Balance, shares at Mar. 31, 2023 | 38,883 | |||||
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 | 11,057 | |||||
Issuance of common stock | ||||||
Foreign currency translation adjustment, net of tax of $0 | (808) | (808) | ||||
Net Income | (2,950) | (328) | (3,278) | |||
Balance at Dec. 31, 2023 | $ 3 | 13,253 | 785 | (40,645) | (419) | (27,022) |
Balance, shares at Dec. 31, 2023 | 49,240 | |||||
Share-based compensation expense | ||||||
Foreign currency translation adjustment, net of tax of $0 | ||||||
Net Income | (786) | (786) | ||||
Balance at Mar. 31, 2024 | $ 3 | $ 13,253 | $ 785 | $ (41,431) | $ (419) | $ (27,808) |
Balance, shares at Mar. 31, 2024 | 49,240 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 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 | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net Loss | $ (786) | $ (978) | $ (3,278) | $ (1,602) |
Less net income from discontinued operations | ||||
Net income (loss) from continuing operations | (786) | (978) | ||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||
Depreciation and amortization | ||||
Change in fair value of lease liability | ||||
Non cash lease expenses | ||||
Share-based compensation | 4 | |||
Non controlling interest | ||||
Amortization of debt discount | 96 | |||
Deferred income taxes | ||||
Deferred revenue | ||||
Changes in operating assets and liabilities: | ||||
Deferred course expenses | (19) | |||
Prepaid expenses and other receivable | (338) | |||
Inventory | ||||
Other assets | ||||
Accounts payable-trade | 225 | |||
Royalties payable | ||||
Accrued course expenses | 24 | |||
Accrued salaries, wages and benefits | 114 | |||
Operating lease liability | ||||
Other accrued expenses | 809 | 370 | ||
Deferred revenue | 302 | |||
Net cash used in operating activities - continuing operations | 23 | (200) | ||
Net cash (used in) provided by operating activities - discontinued operations | ||||
Net cash used in operating activities | 23 | (200) | ||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Proceeds from the sale of investment property | ||||
Proceeds from sale property and equipment | ||||
Net cash provided by investing activities - continuing operations | ||||
Net cash used in investing activities - discontinued operations | ||||
Net cash provided by investing activities | ||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Proceeds from issuance of debt | 25 | 552 | ||
Issuance of common stock/options | ||||
Net cash provided by financing activities - continuing operations | 25 | 552 | ||
Net cash provided by financing activities - discontinued operations | ||||
Net cash provided by financing activities | 25 | 552 | ||
Effect of exchange rate differences on cash | (353) | |||
Net decrease in cash and cash equivalents and restricted cash | 48 | (1) | ||
Cash and cash equivalents and restricted cash, beginning of period, including cash in discontinued operations | 154 | 223 | 223 | |
Cash and cash equivalents and restricted cash, end of period | $ 202 | $ 222 | $ 154 | $ 223 |
General
General | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
General | Note 1 - General Business Description. Legacy Education Alliance, Inc. is a provider of practical, high-quality, and value-based educational training on the topics of personal finance, entrepreneurship, real estate, and financial markets investing strategies and techniques. Legacy’s programs are offered through a variety of formats and channels, including free workshops, basic trainings, forums, telephone mentoring, one-on-one mentoring, coaching and e-learning. During the year ended December 31, 2023, Legacy marketed its products and services under Building Wealth with Legacy TM The Company’s students pay for their courses in full up-front or through payment agreements with independent third parties. Under United States of America generally accepted accounting principles (“U.S. GAAP”), the Company recognizes revenue upon the earlier of (i) when its students take their courses or (ii) the term for taking their course expires, both of which could be several quarters after the student purchases a program and pays the fee. The Company recognizes revenue immediately when it sells (i) its proprietary products delivered at time of sale and (ii) third party products. The Company’s symposiums and forums combine multiple advanced training courses in one location, allowing the Company to achieve certain economies of scale that reduce costs and improve margins while also accelerating U.S. GAAP revenue recognition, while at the same time, enhancing its students’ experience, particularly, for example, through the opportunity to network with other students. The Company also provides a richer experience for its students through one-on-one mentoring (two to four days in length, on site or remotely, although it has suspended providing on-site mentorships as a result of the COVID-19 pandemic) and telephone mentoring (10 to 16 weekly one-on-one or one-on-many telephone sessions). Mentoring involves a subject matter expert interacting with the student remotely or in person and guiding the student, for example, through his or her first real estate transaction, providing a real hands-on experience. The Company was founded in 1996, and through a reverse merger, became a publicly held company in November 2014. Today, Legacy has cumulatively served more than two million students from more than 150 countries and territories over the course of its operating history. The Company’s operations have traditionally relied heavily on the ability to travel and attend live events where large groups of people gather in local markets within each of the segments in which it operates. As a result of the COVID-19 coronavirus pandemic, and the resulting worldwide restrictions on travel and social distancing, the Company temporarily ceased conducting live sales and fulfillment and furloughed substantially all of its employees. The Company resumed online operations in July 2020, and live operations in November 2020. The Company has simplified its product offerings and restructured its compensation program with respect to both employees and independent contractors to reduce costs and improve margins, but there can be no assurances that the Company will be effective in selling its products and services, or what the impact such activities will have on its financial performance. Due to the continuing COVID-19 pandemic, the Company suspended live in-person events in December 2021 to assess the strategic plan and will continue the suspension into fiscal year 2022. The Company is not able to fully quantify the impact that these factors will have on our future financial results. The Company’s operations are managed through three operating segments: (i) North America, (ii) United Kingdom, and (iii) Other Foreign Markets. We no longer operate under our United Kingdom and Other Foreign Markets segments. Currently, there are no operations outside of the United States. Since January 1, 2020, Legacy has operated under the brand Building Wealth with Legacy. Building Wealth with Legacy provides practical, high-quality and value-based educational training on the topics of personal finance, entrepreneurship, real estate, financial markets and investing strategies and techniques. This training program encompasses hands-on experience and the true spirit of investing from beginner to educated investor. During the fiscal year 2022, the Company marketed products and services exclusively under this brand. During 2023, the Company focused on its relationship with Legacy Live and developing new brands and businesses focused on affiliate marketing relationships and digital marketing and AI technology. Merger Basis of Presentation. The terms “Legacy Education Alliance, Inc.,” the “Company,” “we,” “our,” “us” or “Legacy” as used in this report refer collectively to Legacy Education Alliance, Inc., a Nevada corporation (“Legacy”), the registrant, which was formerly known as Priced In Corp., and, unless the context otherwise requires, together with its wholly-owned subsidiary, Legacy Education Alliance Holdings, Inc., a Colorado corporation, other operating subsidiaries and any predecessor of Legacy Education Alliance Holdings, including Tigrent Inc., a Colorado corporation. All intercompany balances and transactions have been eliminated in consolidation. As discussed in Note 4 “ Discontinued Operations The accompanying unaudited Consolidated Financial Statements presented in this report are for us and our consolidated subsidiaries, each of which is a wholly-owned subsidiary. All significant intercompany transactions have been eliminated. These interim financial statements should be read in conjunction with the unaudited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and reflect all normal recurring adjustments that are, in the opinion of management, necessary to present fairly our results of operations and financial position. Amounts reported in our Consolidated Statements of Operations and Comprehensive income are not necessarily indicative of amounts expected for the respective annual periods or any other interim period. Reclassification. We have reclassified certain amounts in our prior-period financial statements to conform to the current period’s presentation. Significant Accounting Policies. Our significant accounting policies have been disclosed in Note 2 - Significant Accounting Policies Note 2 - New Accounting Pronouncements, - “Accounting Standards Adopted in the Current Period.” Going Concern The accompanying consolidated financial statements and notes have been prepared assuming we will continue as a going concern. For the three months ended March 31, 2024, we had an accumulated deficit, a working capital deficit and a negative cash flow from operating activities. These circumstances raise substantial doubt as to our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate profits by expanding current operations as well as reducing our costs and increasing our operating margins, and to sustain adequate working capital to finance our operations. The failure to achieve the necessary levels of profitability and cash flows would be detrimental to us. The consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. Use of Estimates Conformity with GAAP requires the use of estimates and judgments that affect the reported amounts in our consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. GAAP requires us to make estimates and judgments in several areas, including, but not limited to, those related to deferred revenues, reserve for breakage, deferred costs, revenue recognition, commitments and contingencies, fair value of financial instruments, useful lives of property and equipment, right-of-use assets, and income taxes. These estimates are based on management’s knowledge about current events and expectations about actions we may undertake in the future. Actual results could differ materially from those estimates. Cash and Cash Equivalents We consider all highly liquid instruments with an original maturity of three months or less to be cash or cash equivalents. We continually monitor and evaluate our investment positions and the creditworthiness of the financial institutions with which we invest and maintain deposit accounts. When appropriate, we utilize Certificate of Deposit Account Registry Service (CDARS) to reduce banking risk for a portion of our cash in the United States. A CDAR consists of numerous individual investments, all below the FDIC limits, thus fully insuring that portion of our cash. At March 31, 2024 and December 31, 2023, we did not have a CDAR balance. Restricted Cash Restricted cash balances consist primarily of funds on deposit with credit card and other payment processors. These balances do not have the benefit of federal deposit insurance and are subject to the financial risk of the parties holding these funds. Restricted cash balances held by credit card processors are unavailable to us unless, and for a period of time after, we discontinue the use of their services. Because a portion of these funds can be accessed and converted to unrestricted cash in less than one year in certain circumstances, that portion is considered a current asset. Restricted cash is included with cash and cash equivalents in our consolidated statements of cash flows. Deposits with Credit Card Processors The deposits with our credit card processors are held due to arrangements under which our credit card processors withhold credit card funds to cover charge backs in the event we are unable to honor our commitments. These deposits are included in restricted cash on our consolidated balance sheet. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts in the consolidated cash flow statements: Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash March 31, December 31, 2024 2023 (in thousands) Cash and cash equivalents $ 91 $ 43 Restricted cash 111 111 Total cash, cash equivalents, and restricted cash shown in the cash flow statement $ 202 $ 154 Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities” Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt. Stock Warrants The Company accounts for stock warrants as equity in accordance with ASC 480 – Distinguishing Liabilities from Equity ASC 815 – Derivatives and Hedging Income Tax in Interim Periods We conduct operations in separate legal entities in different jurisdictions. As a result, income tax amounts are reflected in these consolidated financial statements for each of those jurisdictions. Tax laws and tax rates vary substantially in these jurisdictions and are subject to change based on the political and economic climate in those countries. We file our tax returns in accordance with our interpretations of each jurisdiction’s tax laws. We record our tax provision or benefit on an interim basis using the estimated annual effective tax rate. This rate is applied to the current period ordinary income or loss to determine the income tax provision or benefit allocated to the interim period. We record our interim provision for income taxes by applying our estimated annual effective tax rate to our year-to-date pre-tax income and adjusting for discrete tax items recorded in the period. Deferred income taxes result from temporary differences between the reporting of amounts for financial statement purposes and income tax purposes. These differences relate primarily to different methods used for income tax reporting purposes, including for depreciation and amortization, warranty and vacation accruals, and deductions related to allowances for doubtful accounts receivable and inventory reserves. Our provision for income taxes included current federal and state income tax expense, as well as deferred federal and state income tax expense. Losses from jurisdictions for which no benefit can be realized and the income tax effects of unusual and infrequent items are excluded from the estimated annual effective tax rate. Valuation allowances are provided against the future tax benefits that arise from the losses in jurisdictions for which no benefit can be realized. The effects of unusual and infrequent items are recognized in the impacted interim period as discrete items. The estimated annual effective tax rate may be affected by nondeductible expenses and by our projected earnings mix by tax jurisdiction. Adjustments to the estimated annual effective income tax rate are recognized in the period during which such estimates are revised. We have established valuation allowances against our deferred tax assets, including net operating loss carryforwards and income tax credits. Valuation allowances take into consideration our expected ability to realize these deferred tax assets and reduce the value of such assets to the amount that is deemed more likely than not to be realizable. Our ability to realize these deferred tax assets is dependent on achieving our forecast of future taxable operating income over an extended period of time. We review our forecast in relation to actual results and expected trends on a quarterly basis. A change in our valuation allowance would impact our income tax expense/benefit and our stockholders’ deficit and could have a significant impact on our results of operations or financial condition in future periods. Discontinued Operations ASC 205-20-45, “Presentation of Financial Statements Discontinued Operations” Discontinued Operations |
New Accounting Pronouncements
New Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Pronouncements | Note 2 - New Accounting Pronouncements We have implemented all new accounting pronouncements that are in effect and that management believes would materially affect our financial statements. In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Improvements to Reportable Segment Disclosures In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
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 $ 0 4.15 |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, December 31, 2024 2023 (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 $ 3,432 Accrued course expenses 545 545 Other accrued expenses 403 403 Deferred revenue 5,062 5,062 Total major classes of liabilities - discontinued operations $ 9,442 $ 9,442 |
Earnings Per Share (_EPS_)
Earnings Per Share (“EPS”) | 3 Months Ended |
Mar. 31, 2024 | |
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 Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 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 $ (786 ) 40,823 $ (0.02 ) $ (878 ) 36,411 $ (0.02 ) Amounts allocated to unvested restricted shares and warrants — — Amounts available to common stockholders $ (786 ) 40,823 $ (0.02 ) $ (878 ) 36,411 $ (0.02 ) Diluted: Amounts allocated to unvested restricted shares — — — — Stock warrants — — — — Shares of common stock to be issued for convertible note — — — — Amounts reallocated to unvested restricted shares — — — — Amounts available to stockholders and assumed conversions $ (786 ) 40,823 $ (0.02 ) $ (878 ) 36,411 $ (0.02 ) |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 6 - Fair Value Measurements ASC 820, “Fair Value Measurements and Disclosures” ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. In accordance with ASC 820, these two types of inputs have created the following fair value hierarchy: ● Level 1-Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2-Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability, including: ● Quoted prices for similar assets or liabilities in active markets ● Quoted prices for identical or similar assets or liabilities in markets that are not active ● Inputs other than quoted prices that are observable for the asset or liability ● Inputs that are derived principally from or corroborated by observable market data by correlation or other means; and ● Level 3-Inputs that are unobservable and reflect our assumptions used in pricing the asset or liability based on the best information available under the circumstances (e.g., internally derived assumptions surrounding the timing and amount of expected cash flows). For the three-month ended March 31, 2024, the Company has the derivative liabilities measured at fair value on a recurring basis which are valued at level 3 measurement. Financial Instruments. |
Short-Term and Long-Term Debt
Short-Term and Long-Term Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Short-Term and Long-Term Debt | Note 7 - Short-Term and Long-Term Debt Schedule of Long-term Debt As of March 31, 2024 As of December 31, 2023 (in thousands) Senior Secured Convertible Debenture - $ — EDIL Loan 200 $ 200 Notes Payable 200 $ 200 Debt Discount (384 ) (383 ) Senior Secured Convertible Debenture, net 16 17 Paycheck Protection Program loan 1,000 1,000 Paycheck Protection Program loan 2 742 742 IPFS Insurance Premium Note Payable - — Total debt 1,758 1,759 Less current portion of long-term debt (1,000 ) (1,001 ) Total long-term debt, net of current portion 758 $ 758 Short-term related party debt: Schedule of Short-term Related Party Debt As of March 31, 2024 As of December 31, 2023 (in thousands) Senior Secured Convertible Debenture - related party $ 4,652 $ 4,606 Debt Discount-related party (21 ) - Senior Secured Convertible Debenture - related party, net $ 4,631 $ 4,606 The following is a summary of scheduled debt maturities by year (in thousands): Schedule of Debt Maturities 2024 6,201 2025 12 2026 12 Thereafter 164 Total debt $ 6,389 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 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 $ 1 675 300 100 300 200 228 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. On July 27, 2023, the court granted the motion for summary judgment in favor of GLD in the amount of $ 624,121.50 18 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 March 31, 2024, the Company borrowed an aggregate of $ 2,620,500 10 2,379,500 ABC Impact is an 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. Convertible debt: On January 4, 2024, Legacy Education Alliance, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an accredited investor (the “Investor”), pursuant to which the Company issued to the Investor a Convertible Promissory Note having a principal amount of $ 250,000 The Company used the net proceeds from the transaction for general corporate purposes and working capital. The maturity date of the Note is twelve (12) months from the issue date, with the option to extend for up to six (6) months in the sole discretion of the Company upon prior written notice to the Investor and is the date upon which the principal and interest shall be due and payable. The Note bears interest at a fixed rate of 8 12 The then outstanding and unpaid principal and interest under the Note shall be converted into shares of Company common stock on the Mandatory Conversion Date (as defined in the Note). Pursuant to the terms of the Note, the conversion price is equal to the lesser of: (i) $ 0.20 20 4.99 Upon the occurrence of an Event of Default (as defined in the Note), the Note will become immediately due and payable and the Company shall pay the Investor in full satisfaction of the principal, Default Amount (as defined in the Note), and all related costs associated with collection. The SPA Warrant entitles the Investor to purchase up to such number of shares of the Company’s common stock, and at an exercise price determined at the time of the Uplist Offering (as defined in the Purchase Agreement), subject to the limitations and conditions set forth in the Purchase Agreement and SPA Warrant, respectively. The total outstanding liability including promissory notes, convertible notes, or other convertible debt arrangements as of July 8, 2024 is $ 4,640,969 7,083,500 67,093,435 |
Stock Warrants
Stock Warrants | 3 Months Ended |
Mar. 31, 2024 | |
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 three months ended March 31, 2024, is as follows: Schedule of Warrant Activities Warrants Outstanding Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term in Years Aggregate Intrinsic Value (in 000’s) 1 Balance as of January 1, 2023 7,083,500 $ 0.05 4.1 659 Balance as of December 31, 2023 7,083,500 $ 0.20 3.6 177 Exercisable as of March 31, 2024 7,083,500 $ 0.20 3.6 (404 ) 1 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $ 0.1430 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9 - Income Taxes We recorded income tax benefit of $ 0 0 21 The Company assessed the weight of all available positive and negative evidence and determined it was more likely than not that future earnings will be sufficient to realize the associated deferred tax assets. As of March 31, 2024 and December 31, 2023, we retained a valuation allowance of $ 3.5 3.5 We record interest and penalties related to unrecognized tax benefits within the provision for income taxes. We believe that no current tax positions that have resulted in unrecognized tax benefits will significantly increase or decrease within one year. We file income tax returns in the U.S. federal jurisdiction and in various state and foreign jurisdictions. We are not currently under examination in any jurisdiction. In the event of any future tax assessments, we have elected to record the income taxes and any related interest and penalties as income tax expense on our consolidated statements of operations and comprehensive income. Our federal income tax returns for the years subsequent to 2019 are subject to examination by the Internal Revenue Service. Our state tax returns for all years after 2019 or 2018, depending on each state’s jurisdiction, are subject to examination. In addition, our Canadian tax returns and United Kingdom tax returns for all years after 2015 are subject to examination. |
Concentration Risk
Concentration Risk | 3 Months Ended |
Mar. 31, 2024 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk | Note 10 - Concentration Risk Cash and cash equivalents We maintain deposits in banks in amounts that might exceed the federal deposit insurance available. Management believes the potential risk of loss on these cash and cash equivalents to be minimal. All cash balances as of March 31, 2024 and December 31, 2023, including foreign subsidiaries, without FDIC coverage were $ 0.04 0.04 |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Note 11 - 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, 2024, we have deferred revenue of $ 3.9 The following tables disaggregate our segment revenue by revenue source Schedule of Segment Revenue Three Months Ended Three Months Ended Revenue Type: Total Consolidated Revenue Total Consolidated Revenue (In thousands) (In thousands) Seminars $ 133 $ 72 Products - - Coaching and Mentoring — - Online and Subscription - - Other - - Total revenue $ 133 $ 72 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12 - 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 | 3 Months Ended |
Mar. 31, 2024 | |
Leases | |
Leases | Note 13 – Leases The Company does not currently have in place any long-term leases. |
Intentionally Deleted
Intentionally Deleted | 3 Months Ended |
Mar. 31, 2024 | |
Intentionally Deleted | |
Intentionally Deleted | Note 14 – Intentionally Deleted |
General (Policies)
General (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
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 three months ended March 31, 2024, we had an accumulated deficit, a working capital deficit and a negative cash flow from operating activities. These circumstances raise substantial doubt as to our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate profits by expanding current operations as well as reducing our costs and increasing our operating margins, and to sustain adequate working capital to finance our operations. The failure to achieve the necessary levels of profitability and cash flows would be detrimental to us. The consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. |
Use of Estimates | Use of Estimates Conformity with GAAP requires the use of estimates and judgments that affect the reported amounts in our consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. GAAP requires us to make estimates and judgments in several areas, including, but not limited to, those related to deferred revenues, reserve for breakage, deferred costs, revenue recognition, commitments and contingencies, fair value of financial instruments, useful lives of property and equipment, right-of-use assets, and income taxes. These estimates are based on management’s knowledge about current events and expectations about actions we may undertake in the future. Actual results could differ materially from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid instruments with an original maturity of three months or less to be cash or cash equivalents. We continually monitor and evaluate our investment positions and the creditworthiness of the financial institutions with which we invest and maintain deposit accounts. When appropriate, we utilize Certificate of Deposit Account Registry Service (CDARS) to reduce banking risk for a portion of our cash in the United States. A CDAR consists of numerous individual investments, all below the FDIC limits, thus fully insuring that portion of our cash. At March 31, 2024 and December 31, 2023, we did not have a CDAR balance. |
Restricted Cash | Restricted Cash Restricted cash balances consist primarily of funds on deposit with credit card and other payment processors. These balances do not have the benefit of federal deposit insurance and are subject to the financial risk of the parties holding these funds. Restricted cash balances held by credit card processors are unavailable to us unless, and for a period of time after, we discontinue the use of their services. Because a portion of these funds can be accessed and converted to unrestricted cash in less than one year in certain circumstances, that portion is considered a current asset. Restricted cash is included with cash and cash equivalents in our consolidated statements of cash flows. |
Deposits with Credit Card Processors | Deposits with Credit Card Processors The deposits with our credit card processors are held due to arrangements under which our credit card processors withhold credit card funds to cover charge backs in the event we are unable to honor our commitments. These deposits are included in restricted cash on our consolidated balance sheet. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts in the consolidated cash flow statements: Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash March 31, December 31, 2024 2023 (in thousands) Cash and cash equivalents $ 91 $ 43 Restricted cash 111 111 Total cash, cash equivalents, and restricted cash shown in the cash flow statement $ 202 $ 154 |
Convertible Instruments | Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815 “Derivatives and Hedging Activities” Applicable GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments (when it has been determined that the embedded conversion options should not be bifurcated from their host instruments) as follows: The Company records when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt. |
Stock Warrants | Stock Warrants The Company accounts for stock warrants as equity in accordance with ASC 480 – Distinguishing Liabilities from Equity ASC 815 – Derivatives and Hedging |
Income Tax in Interim Periods | Income Tax in Interim Periods We conduct operations in separate legal entities in different jurisdictions. As a result, income tax amounts are reflected in these consolidated financial statements for each of those jurisdictions. Tax laws and tax rates vary substantially in these jurisdictions and are subject to change based on the political and economic climate in those countries. We file our tax returns in accordance with our interpretations of each jurisdiction’s tax laws. We record our tax provision or benefit on an interim basis using the estimated annual effective tax rate. This rate is applied to the current period ordinary income or loss to determine the income tax provision or benefit allocated to the interim period. We record our interim provision for income taxes by applying our estimated annual effective tax rate to our year-to-date pre-tax income and adjusting for discrete tax items recorded in the period. Deferred income taxes result from temporary differences between the reporting of amounts for financial statement purposes and income tax purposes. These differences relate primarily to different methods used for income tax reporting purposes, including for depreciation and amortization, warranty and vacation accruals, and deductions related to allowances for doubtful accounts receivable and inventory reserves. Our provision for income taxes included current federal and state income tax expense, as well as deferred federal and state income tax expense. Losses from jurisdictions for which no benefit can be realized and the income tax effects of unusual and infrequent items are excluded from the estimated annual effective tax rate. Valuation allowances are provided against the future tax benefits that arise from the losses in jurisdictions for which no benefit can be realized. The effects of unusual and infrequent items are recognized in the impacted interim period as discrete items. The estimated annual effective tax rate may be affected by nondeductible expenses and by our projected earnings mix by tax jurisdiction. Adjustments to the estimated annual effective income tax rate are recognized in the period during which such estimates are revised. We have established valuation allowances against our deferred tax assets, including net operating loss carryforwards and income tax credits. Valuation allowances take into consideration our expected ability to realize these deferred tax assets and reduce the value of such assets to the amount that is deemed more likely than not to be realizable. Our ability to realize these deferred tax assets is dependent on achieving our forecast of future taxable operating income over an extended period of time. We review our forecast in relation to actual results and expected trends on a quarterly basis. A change in our valuation allowance would impact our income tax expense/benefit and our stockholders’ deficit and could have a significant impact on our results of operations or financial condition in future periods. |
Discontinued Operations | Discontinued Operations ASC 205-20-45, “Presentation of Financial Statements Discontinued Operations” Discontinued Operations |
General (Tables)
General (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts in the consolidated cash flow statements: Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash March 31, December 31, 2024 2023 (in thousands) Cash and cash equivalents $ 91 $ 43 Restricted cash 111 111 Total cash, cash equivalents, and restricted cash shown in the cash flow statement $ 202 $ 154 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, December 31, 2024 2023 (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 $ 3,432 Accrued course expenses 545 545 Other accrued expenses 403 403 Deferred revenue 5,062 5,062 Total major classes of liabilities - discontinued operations $ 9,442 $ 9,442 |
Earnings Per Share (_EPS_) (Tab
Earnings Per Share (“EPS”) (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Calculations of Basic and Diluted EPS | The calculations of basic and diluted EPS are as follows: Schedule of Calculations of Basic and Diluted EPS Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 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 $ (786 ) 40,823 $ (0.02 ) $ (878 ) 36,411 $ (0.02 ) Amounts allocated to unvested restricted shares and warrants — — Amounts available to common stockholders $ (786 ) 40,823 $ (0.02 ) $ (878 ) 36,411 $ (0.02 ) Diluted: Amounts allocated to unvested restricted shares — — — — Stock warrants — — — — Shares of common stock to be issued for convertible note — — — — Amounts reallocated to unvested restricted shares — — — — Amounts available to stockholders and assumed conversions $ (786 ) 40,823 $ (0.02 ) $ (878 ) 36,411 $ (0.02 ) |
Short-Term and Long-Term Debt (
Short-Term and Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Schedule of Long-term Debt As of March 31, 2024 As of December 31, 2023 (in thousands) Senior Secured Convertible Debenture - $ — EDIL Loan 200 $ 200 Notes Payable 200 $ 200 Debt Discount (384 ) (383 ) Senior Secured Convertible Debenture, net 16 17 Paycheck Protection Program loan 1,000 1,000 Paycheck Protection Program loan 2 742 742 IPFS Insurance Premium Note Payable - — Total debt 1,758 1,759 Less current portion of long-term debt (1,000 ) (1,001 ) Total long-term debt, net of current portion 758 $ 758 |
Schedule of Short-term Related Party Debt | Schedule of Short-term Related Party Debt As of March 31, 2024 As of December 31, 2023 (in thousands) Senior Secured Convertible Debenture - related party $ 4,652 $ 4,606 Debt Discount-related party (21 ) - Senior Secured Convertible Debenture - related party, net $ 4,631 $ 4,606 |
Schedule of Debt Maturities | Schedule of Debt Maturities 2024 6,201 2025 12 2026 12 Thereafter 164 Total debt $ 6,389 |
Stock Warrants (Tables)
Stock Warrants (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Stock Warrants | |
Schedule of Warrant Activities | A summary of the warrant activities for the three months ended March 31, 2024, is as follows: Schedule of Warrant Activities Warrants Outstanding Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term in Years Aggregate Intrinsic Value (in 000’s) 1 Balance as of January 1, 2023 7,083,500 $ 0.05 4.1 659 Balance as of December 31, 2023 7,083,500 $ 0.20 3.6 177 Exercisable as of March 31, 2024 7,083,500 $ 0.20 3.6 (404 ) 1 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $ 0.1430 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Segment Revenue | The following tables disaggregate our segment revenue by revenue source Schedule of Segment Revenue Three Months Ended Three Months Ended Revenue Type: Total Consolidated Revenue Total Consolidated Revenue (In thousands) (In thousands) Seminars $ 133 $ 72 Products - - Coaching and Mentoring — - Online and Subscription - - Other - - Total revenue $ 133 $ 72 |
Schedule of Reconciliation of C
Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 91 | $ 43 |
Restricted cash | 111 | 111 |
Total cash, cash equivalents, and restricted cash shown in the cash flow statement | $ 202 | $ 154 |
Share-Based Compensation (Detai
Share-Based Compensation (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Share based compensation expense | $ 0 | $ 4,150 |
Schedule of Assets and Liabilit
Schedule of Assets and Liabilities of entities classified as discontinued operations (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
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 | 3,432 |
Accrued course expenses | 545 | 545 |
Other accrued expenses | 403 | 403 |
Deferred revenue | 5,062 | 5,062 |
Total major classes of liabilities - discontinued operations | $ 9,442 | $ 9,442 |
Schedule of Calculations of Bas
Schedule of Calculations of Basic and Diluted EPS (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share [Abstract] | ||
As reported, Net income (loss) | $ (786,000) | $ (878,000) |
As reported, Weighted Average Shares Outstanding | 40,823 | 36,411 |
Amounts available to common stockholders, Earnings (Loss) Per Share Basic | $ (0.02) | $ (0.02) |
Amounts allocated to unvested restricted shares and warrants, Net income (loss) | ||
Amounts allocated to unvested restricted shares and warrants, Weighted Average Shares Outstanding | ||
Amounts available to common stockholders, Net income (loss) | $ (786,000) | $ (878,000) |
Amounts available to common stockholders, Weighted Average Shares Outstanding | 40,823 | 36,411 |
Amounts allocated to unvested restricted shares, Net income (loss) | ||
Amounts allocated to unvested restricted shares, Weighted Average Shares Outstanding | ||
Stock warrants, Net income (loss) | ||
Stock warrants, Weighted Average Shares Outstanding | ||
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 | ||
Amounts reallocated to unvested restricted shares, Net income (loss) | ||
Amounts reallocated to unvested restricted shares, Weighted Average Shares Outstanding | ||
Amounts available to stockholders and assumed conversions, Net income (loss) | $ (786) | $ (878,000) |
Amounts available to stockholders and assumed conversions, Weighted Average Shares Outstanding | 40,823 | 36,411 |
Amounts available to stockholders and assumed conversions, Earnings (Loss) Per Share Diluted | $ (0.02) | $ (0.02) |
Schedule of Long-term Debt (Det
Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Senior Secured Convertible Debenture | ||
EDIL Loan | 200 | 200 |
Notes Payable | 200 | 200 |
Debt Discount | (384) | (383) |
Senior Secured Convertible Debenture, net | 16 | 17 |
Total debt | 1,758 | 1,759 |
Less current portion of long-term debt | (1,000) | (1,001) |
Total long-term debt, net of current portion | 758 | 758 |
Paycheck Protection Program loan [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 1,000 | 1,000 |
Paycheck Protection Program loan 2 [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 742 | 742 |
IPFS 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 | Mar. 31, 2024 | Dec. 31, 2023 |
Short-Term Debt [Line Items] | ||
Debt Discount-related party | $ (384) | $ (383) |
Senior Secured Convertible Debenture [Member] | Related Party [Member] | ||
Short-Term Debt [Line Items] | ||
Senior Secured Convertible Debenture - related party | 4,652 | 4,606 |
Debt Discount-related party | (21) | |
Senior Secured Convertible Debenture - related party, net | $ 4,631 | $ 4,606 |
Schedule of Debt Maturities (De
Schedule of Debt Maturities (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 6,201 |
2025 | 12 |
2026 | 12 |
Thereafter | 164 |
Total debt | $ 6,389 |
Short-Term and Long-Term Debt_2
Short-Term and Long-Term Debt (Details Narrative) - USD ($) | 3 Months Ended | 4 Months Ended | 12 Months Ended | 22 Months Ended | ||||||||||||||||||||||||
Jul. 08, 2024 | Jan. 04, 2024 | Nov. 14, 2023 | Aug. 22, 2023 | Jul. 27, 2023 | Jul. 15, 2022 | May 17, 2022 | Apr. 25, 2022 | Apr. 01, 2022 | Oct. 15, 2021 | Aug. 27, 2021 | Aug. 04, 2021 | Aug. 04, 2021 | May 04, 2021 | Apr. 20, 2021 | Mar. 08, 2021 | Apr. 27, 2020 | Mar. 31, 2024 | Mar. 31, 2023 | Jul. 27, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2024 | Mar. 08, 2022 | Oct. 27, 2021 | Aug. 26, 2021 | Mar. 10, 2021 | |
Debt face amount | $ 4,640,969 | |||||||||||||||||||||||||||
Proceeds from debt | $ 100,000 | |||||||||||||||||||||||||||
Additional paid-in capital | $ 13,253,000 | $ 13,253,000 | $ 13,253,000 | |||||||||||||||||||||||||
Amortization of debt discount | $ 96,000 | |||||||||||||||||||||||||||
Remaining principal balance | $ 300,000 | |||||||||||||||||||||||||||
Line of credit remaining borrowing capacity | $ 200,000 | |||||||||||||||||||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||
Issuance of shares | 7,083,500 | |||||||||||||||||||||||||||
Amount granted in lieu of compliant | $ 624,121.50 | |||||||||||||||||||||||||||
Prejudgement rate | 18% | 18% | ||||||||||||||||||||||||||
Conversion of stock, shares | 67,093,435 | |||||||||||||||||||||||||||
May Warrant [Member] | ||||||||||||||||||||||||||||
Ownership percentage | 4.99% | |||||||||||||||||||||||||||
ABC Impact LLC [Member] | ||||||||||||||||||||||||||||
Lender's discretion percentage | 9.99% | 9.99% | ||||||||||||||||||||||||||
Common stock outstanding percentage | 9.99% | 9.99% | ||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||
Issuance of shares | 700 | 11,057 | 250 | |||||||||||||||||||||||||
Warrant [Member] | ABC Impact LLC [Member] | ||||||||||||||||||||||||||||
Ownership percentage | 4.99% | 4.99% | ||||||||||||||||||||||||||
GLD Debenture [Member] | ||||||||||||||||||||||||||||
Vested shares of common stock | 315,000 | |||||||||||||||||||||||||||
Number of common stock received | 315,000 | |||||||||||||||||||||||||||
Forbearance Agreement [Member] | ||||||||||||||||||||||||||||
Legal fees | $ 25,000 | |||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||
Interest rate, percentage | 8% | |||||||||||||||||||||||||||
Debt face amount | $ 250,000 | |||||||||||||||||||||||||||
Debt conversion price | $ 0.20 | |||||||||||||||||||||||||||
Debt instrument convertible threshold percentage | 20% | |||||||||||||||||||||||||||
Effective interest rate, percentage | 12% | |||||||||||||||||||||||||||
Ownership limitation, percentage | 4.99% | |||||||||||||||||||||||||||
Interest Expense [Member] | ||||||||||||||||||||||||||||
Amortization of debt discount | $ 0 | $ 14,000 | ||||||||||||||||||||||||||
ABC Impact [Member] | Forbearance Agreement [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||
Stock option, granted | 18,400,000 | |||||||||||||||||||||||||||
Common stock par value | $ 0.0001 | |||||||||||||||||||||||||||
GLD [Member] | Forbearance Agreement [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||
Share price | $ 0.0001 | |||||||||||||||||||||||||||
Issuance of shares | 2,100,000 | |||||||||||||||||||||||||||
LTP [Member] | Forbearance Agreement [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||
Share price | $ 0.0001 | |||||||||||||||||||||||||||
Issuance of shares | 1,600,000 | |||||||||||||||||||||||||||
LTP Debenture [Member] | ||||||||||||||||||||||||||||
Unconverted amount | $ 46,000 | |||||||||||||||||||||||||||
Accrued interest | $ 9,000 | |||||||||||||||||||||||||||
LTP Debenture [Member] | Legacy Tech Partners LLC [Member] | ||||||||||||||||||||||||||||
Interest rate, percentage | 10% | |||||||||||||||||||||||||||
Debt face amount | $ 375,000 | |||||||||||||||||||||||||||
Debt conversion price | $ 0.05 | |||||||||||||||||||||||||||
Warrant issued strike price per share | $ 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] | ||||||||||||||||||||||||||||
Convertible debt | $ 625,000 | |||||||||||||||||||||||||||
Senior Secured Convertible Debenture [Member] | Legacy Tech Partners LLC [Member] | Prior to March 08, 2024 [Member] | ||||||||||||||||||||||||||||
Convertible debt | $ 4,000,000 | |||||||||||||||||||||||||||
Legacy Tech Partners LLC [Member] | ||||||||||||||||||||||||||||
Debt instrument, fee amount | $ 675,000 | $ 1,000,000 | ||||||||||||||||||||||||||
Remaining principal balance | $ 300,000 | |||||||||||||||||||||||||||
Subordinated Debenture [Member] | Michel Botbol [Member] | ||||||||||||||||||||||||||||
Interest rate, percentage | 10% | |||||||||||||||||||||||||||
Debt face amount | $ 25,000 | |||||||||||||||||||||||||||
Debt conversion price | $ 0.05 | |||||||||||||||||||||||||||
Warrant issued strike price per share | $ 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] | ||||||||||||||||||||||||||||
Restricted shares, granted | 150,000 | |||||||||||||||||||||||||||
GLD Debenture [Member] | GLD Legacy Holdings, LLC [Member] | ||||||||||||||||||||||||||||
Interest rate, percentage | 10% | |||||||||||||||||||||||||||
Debt face amount | $ 500,000 | |||||||||||||||||||||||||||
Maturity date | Aug. 27, 2026 | |||||||||||||||||||||||||||
Debt conversion price | $ 0.05 | |||||||||||||||||||||||||||
Warrant issued strike price per share | $ 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] | ||||||||||||||||||||||||||||
Additional borrowing limit | $ 500,000 | |||||||||||||||||||||||||||
EIDL Loan [Member] | SBA Loan Agreement [Member] | ||||||||||||||||||||||||||||
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] | ||||||||||||||||||||||||||||
Debt face amount | $ 100,000 | |||||||||||||||||||||||||||
Kolk Warrant [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||
Common stock, percentage | 100% | |||||||||||||||||||||||||||
Eagle Note [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||
Interest rate, percentage | 8% | |||||||||||||||||||||||||||
Debt face amount | $ 50,000 | |||||||||||||||||||||||||||
Eagle Warrant [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||
Common stock, percentage | 100% | |||||||||||||||||||||||||||
Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||
Interest rate, percentage | 6% | |||||||||||||||||||||||||||
Maturity date | Nov. 17, 2023 | |||||||||||||||||||||||||||
Warrants exercise price percentage | 125% | |||||||||||||||||||||||||||
Debt instrument convertible threshold percentage | 20% | |||||||||||||||||||||||||||
Effective interest rate, percentage | 110% | |||||||||||||||||||||||||||
Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||||
Proceeds from loans | $ 110,000 | |||||||||||||||||||||||||||
Common stock, percentage | 100% | |||||||||||||||||||||||||||
Amortization of financing costs and discounts | $ 10,000 | |||||||||||||||||||||||||||
TLC Loan [Member] | ||||||||||||||||||||||||||||
Interest rate, percentage | 12% | |||||||||||||||||||||||||||
10% Convertible Debenture [Member] | ||||||||||||||||||||||||||||
Interest rate, percentage | 10% | 10% | ||||||||||||||||||||||||||
Effective interest rate, percentage | 18% | 18% | ||||||||||||||||||||||||||
10% Convertible Debenture [Member] | ABC Impact LLC [Member] | ||||||||||||||||||||||||||||
Interest rate, percentage | 10% | 10% | ||||||||||||||||||||||||||
Debt conversion price | $ 0.05 | $ 0.05 | ||||||||||||||||||||||||||
Line of credit remaining borrowing capacity | $ 2,379,500 | $ 2,379,500 | ||||||||||||||||||||||||||
Line of credit | 2,620,500 | $ 2,620,500 | ||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||
First Draw PPP Loan [Member] | ||||||||||||||||||||||||||||
Proceeds from loans | $ 1,899,832 | |||||||||||||||||||||||||||
Interest rate, percentage | 1% | |||||||||||||||||||||||||||
Debt instrument periodic payment, description | 17 equal monthly payments | |||||||||||||||||||||||||||
Debt face amount | $ 1,000,000 | $ 1,000,000 | ||||||||||||||||||||||||||
Maturity date | Apr. 24, 2022 | |||||||||||||||||||||||||||
First Draw PPP Loan [Member] | Principal [Member] | ||||||||||||||||||||||||||||
Debt forgiveness | $ 900,000 | |||||||||||||||||||||||||||
First Draw PPP Loan [Member] | Interest [Member] | ||||||||||||||||||||||||||||
Debt forgiveness | $ 11,000 | |||||||||||||||||||||||||||
First Draw PPP Loan [Member] | Extension Agreement [Member] | ||||||||||||||||||||||||||||
Interest rate, percentage | 1% | |||||||||||||||||||||||||||
Debt term | 60 months | |||||||||||||||||||||||||||
Monthly payment | $ 29,000 | |||||||||||||||||||||||||||
Interest payment | $ 0 | $ 0 | ||||||||||||||||||||||||||
Second Draw PPP Loan [Member] | ||||||||||||||||||||||||||||
Proceeds from loans | $ 1,899,832 | |||||||||||||||||||||||||||
Interest rate, percentage | 1% | |||||||||||||||||||||||||||
Debt 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 | 3 Months Ended | 12 Months Ended | ||
Jan. 01, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | ||
Number of Shares, Balance | 7,083,500 | 7,083,500 | ||
Weighted Average Exercise Price, Balance | $ 0.05 | $ 0.20 | ||
Weighted average remaining contractual term, Balance | 4 years 1 month 6 days | 3 years 7 months 6 days | ||
Aggregate Intrinsic Value | [1] | $ 659 | $ 177 | |
Number of Shares, Exercisable | 7,083,500 | |||
Weighted Average Exercise Price, Exercisable | $ 0.20 | |||
Weighted average remaining contractual term, Exercisable | 3 years 7 months 6 days | |||
Aggregate Intrinsic Value, Exercisable | [1] | $ (404) | ||
[1]The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $ 0.1430 |
Schedule of Warrant Activitie_2
Schedule of Warrant Activities (Details) (Parenthetical) | Mar. 31, 2024 $ / shares |
Stock Warrants | |
Stock price | $ 0.1430 |
Stock Warrants (Details Narrati
Stock Warrants (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jun. 11, 2021 | May 04, 2021 |
M Botbol [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Debt conversion converted instrument warrant or shares issued | 500,000 | |
Warrants conversion percentage | 10% | |
Debenture owed to unconsolidated subsidiary | $ 25,000 | |
Common stock exercise price per share | $ 0.05 | |
Legacy Tech Partners, LLC (LTP) [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Debt conversion converted instrument warrant or shares issued | 6,583,500 | |
Warrants conversion percentage | 10% | |
Debenture owed to unconsolidated subsidiary | $ 330,000 | |
Common stock exercise price per share | $ 0.05 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |||
Income tax benefit | |||
Effective income tax rate reconciliation, at federal statutory income tax rate, percent | 0% | 0% | |
Effective income tax rate reconciliation, other adjustments, percent | 21% | ||
Valuation allowances | $ 3.5 | $ 3.5 |
Concentration Risk (Details Nar
Concentration Risk (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Risks and Uncertainties [Abstract] | ||
Cash balances without FDIC | $ 40 | $ 40 |
Schedule of Segment Revenue (De
Schedule of Segment Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 133 | $ 72 |
Seminars [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 133 | 72 |
Product [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Coaching and Mentoring [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Online and Subscription [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | ||
Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue |
Revenue Recognition (Details Na
Revenue Recognition (Details Narrative) $ in Millions | Mar. 31, 2024 USD ($) |
Revenue from Contract with Customer [Abstract] | |
Deferred revenue | $ 3.9 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 3 Months Ended | 4 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 (£) | Mar. 31, 2024 USD ($) | Jul. 27, 2023 | May 19, 2021 USD ($) | Jan. 04, 2021 USD ($) | Nov. 26, 2019 GBP (£) | |
Loss Contingencies [Line Items] | |||||||||||||||||
Construction payable | $ 100,000 | $ 60,000 | $ 400,000 | ||||||||||||||
Payments 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% | 18% | |||||||||||||||
Court issued a judgment | $ 97,112.25 | $ 53,500 | |||||||||||||||
Revenue, description | 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 |