LEGACY EDUCATION ALLIANCE, INC. (OTCMKTS:LEAI) Files An 8-K Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

On November 13, 2017, the Audit Committee of the Board of Directorsof Legacy Education Alliance, Inc. (the “Company”) concluded, after consulting with management and discussions with its independent public accounting firm, MaloneBailey, LLP (“Malone”), that the Company’s unaudited financial statements for the quarter ended March 31, 2017 and June 30, 2017 should no longer be relied upon because of certain overstatements and understatements.

The Company’s previously reported results for the quarter ended March 31, 2017 erroneously overstated Revenue, understated Direct Course Expense, Total Operating Costs and Expenses, overstated Income From Operations, Income Before Income Taxes, Net Income, Basic and Diluted Earnings Per Share, on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) and Deferred Course Expenses, Total Current Assets, Total Assets, understated Deferred Revenue (current portion), Total Current Liabilities, and Total Liabilities on the Condensed Consolidated Balance Sheets (Unaudited). The Company has made necessary conforming changes in (i) “Financial Information,” (ii) “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” (iii) “Controls and Procedures,” and "Exhibits," resulting from the correction of these errors on Form 10-Q/A for this quarterly period filed on November 14, 2017.

The Company’s previously reported results for the quarter ended June 30, 2017 erroneously understated Revenue, understated Direct Course expense, Total Operating Costs and Expenses, understated Income From Operations, Income Before Income Taxes, Net Income, Basic and Diluted Earnings Per Share, on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) and overstated Deferred Course Expenses, Total Current Assets, Total Assets, Deferred Revenue (current portion), Total Current Liabilities, and Total Liabilities on the Condensed Consolidated Balance Sheets (Unaudited). The Company has made necessary conforming changes in (i) “Financial Information,” (ii) “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and (iii) “Controls and Procedures,” resulting from the correction of these errors on Form 10-Q/A for this quarterly period filed on November 14, 2017.

Our principal executive and principal financial officers reevaluated the effectiveness of our disclosure controls and procedures as of March 31, 2017 and June 30, 2017, including whether the errors identified were the result of a material weakness in our internal control over financial reporting. As part of this assessment, the Company reconsidered whether our existing disclosure controls and procedures around the presentation and disclosure of the recognition of deferred revenue are effective. Based on this assessment, our Chief Executive Officer and Chief Financial Officer have concluded that due to the material weakness our disclosure controls and procedures were not effective as of March 31, 2017 and June 30, 2017.

To remediate the material weakness surrounding the presentation and disclosure of the recognition of deferred revenue, the Company has fully tested and validated that the software program used in the accounting for deferred revenue is operating effectively. In addition, the Company will be migrating to a new NetSuite Enterprise Resource Planning system, effective January 1, 2018.

The Audit Committee has discussed the matters disclosed in this Item 4.02 with Malone and the Board of Directors has authorized and directed the Company to restate the applicable quarterly reports. The Company corrected the accounting and restated its quarterly filings on November 14, 2017.

About LEGACY EDUCATION ALLIANCE, INC. (OTCMKTS:LEAI)

Legacy Education Alliance, Inc., formerly Priced In Corp., is a provider of educational training on the topics of personal finance, entrepreneurship, real estate and financial markets investing strategies and techniques. The Company operates through four segments: the United States (U.S.), Canada, the United Kingdom (U.K.) and Other foreign markets. The Company’s programs are offered through a range of formats and channels, including free-preview workshops, basic training classes, symposiums, telephone mentoring, one-on-one mentoring, coaching and e-learning, mainly under the Rich Dad Education brand (Rich Dad). In addition to Rich Dad, the Company markets its products and services under a range of brands, including Martin Roberts, The Independent Woman, Women in Wealth and Brick Buy Brick. Its products and services are offered in the United States, Canada, the United Kingdom and other international markets.