Washington, D.C. 20549




Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): November 28, 2019



(Exact name of registrant as specified in its charter)


Nevada   000-55790   39-2079974
(State or other jurisdiction
of incorporation)
  (Commission File Number)  

(IRS Employer

Identification No.)


1612 Cape Coral Parkway East, Cape Coral, Florida   33904
(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code: (239) 542-0643



(Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which registered
N/A   N/A   N/A



Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company  ☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐







Item 1.03. Bankruptcy or Receivership


 As previously disclosed, on October 28, 2019, four creditors of Legacy Education Alliance International Ltd. (“Legacy UK”), one of the Company’s 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 previously disclosed 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.  The Company has been informed that a sale has occurred but other than the name of the purchaser, Mayflower Alliance Ltd., has not been provided any details of the transaction.  U.K. counsel has advised the Company that further details, including the sale price, assets sold, the status of claims and liabilities, and other information regarding the transaction may not be forthcoming for several months.  Accordingly, management is unable to evaluate the operational and financial impact and ramifications of the transaction on the Company at this time. The Company is considering its alternatives for future operations in the United Kingdom and is continuing to conduct business outside the United States through its other foreign subsidiaries in Canada, Hong Kong, Australia, and South Africa.






Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: December 5, 2019    
  By: /s/ James E. May
    Name: James E. May
    Title: Chief Executive Officer