Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2020 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | Recruiter.com Group, Inc. |
Entity Central Index Key | 0001462223 |
Amendment Flag | false |
Document Type | S-1 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | true |
Entity Incorporation State Country Code | NV |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | |||
Cash | $ 1,731,099 | $ 306,252 | $ 14,152 |
Accounts receivable, net of allowance for doubtful accounts | 583,364 | 864,415 | 56,766 |
Prepaid expenses and other current assets | 94,904 | 98,503 | 14,883 |
Investments - available for sale marketable securities | 9,017 | 44,766 | 33,917 |
Total current assets | 2,418,384 | 1,313,936 | 119,718 |
Property and equipment, net of accumulated depreciation | 2,212 | 2,790 | |
Right of use asset - related party | 177,331 | 214,020 | |
Intangible assets, net | 1,114,209 | 1,432,554 | |
Goodwill | 3,517,315 | 3,517,315 | |
Software development | 101,520 | ||
Total assets | 7,229,451 | 6,480,615 | 221,238 |
Current liabilities: | |||
Accounts payable | 316,812 | 621,389 | 222,266 |
Accounts payable - related parties | 932,514 | 825,791 | |
Accrued expenses | 387,839 | 2,276,444 | 100,265 |
Accrued compensation | 405,950 | 276,213 | 248,398 |
Accrued interest | 13,550 | 985 | 179,768 |
Liability on sale of future revenues, net of discount | 208,044 | 404,101 | |
Advances on receivables | 68,156 | ||
Deferred payroll taxes | 35,061 | ||
Other liabilities | 14,493 | ||
Loans payable - current portion | 27,335 | 25,934 | 105,028 |
Convertible notes payable | 149,076 | 55,000 | |
Convertible notes payable - related parties | 200,000 | ||
Notes payable, net of unamortized discount of $0 and $3,056, respectively | 151,944 | ||
Notes payable - related parties | 150,000 | ||
Refundable deposit on preferred stock purchase | 285,000 | 285,000 | |
Warrant derivative liability | 9,783,912 | 612,042 | |
Lease liability - current portion - related party | 73,378 | 73,378 | |
Deferred revenue | 86,689 | 145,474 | 59,468 |
Total current liabilities | 12,787,809 | 5,546,751 | 1,472,137 |
Lease liability - long term portion - related party | 103,953 | 140,642 | |
Loans payable - long term portion | 461,650 | 77,866 | 103,806 |
Total liabilities | 13,353,412 | 5,765,259 | 1,575,943 |
Commitments and contingencies (Note 11) | |||
Redeemable Preferred Stock of Subsidiary - Noncontrolling interest at redemption value (See Note 9 for liquidation value) | 2,059,764 | ||
Stockholders' Equity (Deficit): | |||
Preferred stock, value | |||
Common stock, value | 501 | 362 | |
Additional paid-in capital | 21,787,410 | 18,203,048 | 679,259 |
Accumulated deficit | (27,912,008) | (17,488,188) | (5,675,391) |
Stockholders' equity attributable to Recruiter.com, Inc. common shareholders | 715,356 | (4,996,054) | |
Stockholders' equity attributable to the noncontrolling interest | 1,581,585 | ||
Total stockholders’ (deficit) equity | (6,123,961) | 715,356 | (3,414,469) |
Total liabilities and stockholders’ (deficit) equity | 7,229,451 | 6,480,615 | 221,238 |
Preferred stock, Series D | |||
Stockholders' Equity (Deficit): | |||
Preferred stock, value | 55 | 46 | |
Preferred stock, Series E | |||
Stockholders' Equity (Deficit): | |||
Preferred stock, value | 74 | 74 | 78 |
Preferred stock, Series F | |||
Stockholders' Equity (Deficit): | |||
Preferred stock, value | $ 7 | $ 14 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Allowance for doubtful accounts | $ 33,000 | $ 21,000 | $ 0 |
Net of accumulated depreciation | 1,251 | 673 | |
Liability on sale of future revenues, net of discount | 69,832 | 135,641 | |
Notes payable, net of unamortized discount | $ 2,804,049 | $ 0 | $ 3,056 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock, undesignated shares authorized | 7,013,600 | 7,013,600 | 6,704,061 |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 | 31,250,000 |
Common stock, shares issued | 5,009,508 | 3,619,658 | |
Common stock, shares outstanding | 5,009,508 | 3,619,658 | |
Preferred stock, Series D [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | |
Preferred stock, shares issued | 536,595 | 454,546 | |
Preferred stock, shares outstanding | 536,595 | 454,546 | |
Preferred stock, Series E [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 775,000 | 775,000 | 775,000 |
Preferred stock, shares issued | 731,845 | 734,986 | 775,000 |
Preferred stock, shares outstanding | 731,845 | 734,986 | 775,000 |
Preferred stock, Series F [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 200,000 | 200,000 | |
Preferred stock, shares issued | 64,382 | 139,768 | |
Preferred stock, shares outstanding | 64,382 | 139,768 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||||||
Revenue | $ 1,853,414 | $ 1,972,481 | $ 4,166,537 | $ 2,135,783 | $ 5,997,987 | $ 828,920 |
Cost of revenue | 1,418,242 | 1,461,922 | 3,169,438 | 1,461,922 | 4,448,202 | |
Gross profit | 435,172 | 510,559 | 997,099 | 673,861 | 1,549,785 | 828,920 |
Operating expenses: | ||||||
Sales and marketing | 15,068 | 2,969 | 40,311 | 2,969 | 119,597 | 26,960 |
Product development | 57,401 | 44,934 | 140,494 | 94,788 | 203,400 | 299,808 |
Amortization of intangibles | 159,173 | 318,346 | 477,518 | |||
Impairment expense | 3,113,020 | |||||
General and administrative | 1,626,362 | 2,653,432 | 3,775,305 | 3,073,260 | 8,140,432 | 1,725,204 |
Total operating expenses | 1,858,004 | 2,701,335 | 4,274,456 | 3,171,017 | 12,053,967 | 2,051,972 |
Loss from operations | (1,422,832) | (2,190,776) | (3,277,357) | (2,497,156) | (10,504,182) | (1,223,052) |
Other income (expenses): | ||||||
Interest expense | (203,874) | (14,340) | (248,080) | (81,365) | (2,344,486) | (143,627) |
Initial derivative expense | (3,340,554) | (3,340,554) | ||||
Change in derivative value due to anti-dilution adjustments | (2,642,175) | (2,642,175) | ||||
Gain on sale of asset | 27,000 | |||||
Change in fair value of derivative liability | (339,088) | 17,627 | (904,176) | 17,627 | 1,138,604 | |
Grant income | 7,262 | 7,262 | ||||
Net recognized loss on marketable securities | 46 | (92,500) | (18,740) | (101,417) | (160,449) | (101,208) |
Total other income (expenses) | (6,518,383) | (89,213) | (7,146,463) | (165,155) | (1,339,331) | (244,835) |
Loss before income taxes | (7,941,215) | (2,279,989) | (10,423,820) | (2,662,311) | (11,843,513) | (1,467,887) |
Provision for income taxes | ||||||
Net loss | (7,941,215) | (2,279,989) | (10,423,820) | (2,662,311) | (11,843,513) | (1,467,887) |
Net loss attributable to the noncontrolling interest | (30,716) | (30,716) | (65,070) | |||
Net loss attributable to the controlling interest before preferred stock dividends | (7,941,215) | (2,279,989) | (10,423,820) | (2,631,595) | (11,812,797) | (1,402,817) |
Preferred stock dividend | (140,410) | (140,410) | (856,472) | |||
Net loss attributable to Recruiter.com Group, Inc. shareholders | $ (7,941,215) | $ (2,279,989) | $ (10,423,820) | $ (2,772,005) | $ (11,953,207) | $ (2,259,289) |
Net loss per common share - basic and diluted | $ (1.64) | $ (1.27) | $ (2.31) | $ (3.05) | $ (8.36) | |
Weighted average common shares - basic and diluted | 4,834,531 | 1,788,401 | 4,508,394 | 908,798 | 1,429,737 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||||||
Related party costs | $ 298,712 | $ 794,135 | $ 954,096 | $ 794,135 | $ 2,082,367 | $ 0 |
Shares based compensation expense | $ 709,230 | $ 1,481,322 | $ 1,650,202 | $ 1,568,027 | $ 4,643,127 | $ 187,156 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Changes in Stockholders’ (Deficit) Equity (Unaudited) - USD ($) | Preferred stock Series D | Preferred stock Series E | Preferred stock Series F | Common stock | Common Stock Subscribed | Additional Paid in Capital | Accumulated Comprehensive Income | Accumulated Deficit | Noncontrolling Interest | Total |
Balance at Dec. 31, 2017 | $ 78 | $ 66,668 | $ 403,590 | $ (489,591) | $ (3,782,983) | $ 581,471 | $ (3,220,767) | |||
Balance, shares at Dec. 31, 2017 | 775,000 | |||||||||
Stock based compensation | 1,415 | 185,741 | 187,156 | |||||||
Reclassification of comprehensive income | 489,591 | (489,591) | ||||||||
Shares issued | (66,668) | 66,668 | ||||||||
Contributions to capital | 65,000 | 65,000 | ||||||||
Subsidiary preferred stock converted to subsidiary common shares | 142,586 | 11,414 | 154,000 | |||||||
Adjustment to redemption value of preferred stock - per amendment to designation | 1,146,265 | 1,146,265 | ||||||||
Beneficial conversion feature of preferred stock dividends | 290,236 | 290,236 | ||||||||
Warrants issued with preferred stock | 288,000 | 288,000 | ||||||||
Preferred stock and warrants deemed dividends | (578,236) | (578,236) | ||||||||
Accrued preferred stock dividends | (278,236) | (278,236) | ||||||||
Net loss | (1,402,817) | (65,070) | (1,467,887) | |||||||
Balance at Dec. 31, 2018 | $ 78 | 679,259 | (5,675,391) | 1,581,585 | (3,414,469) | |||||
Balance, Shares at Dec. 31, 2018 | 775,000 | |||||||||
Stock based compensation | 86,705 | 86,705 | ||||||||
Reclassification of warrant derivative to liabilities related to Series D unit sales | (691,780) | (691,780) | ||||||||
Recapitalization | $ 39 | $ 175 | 3,889,219 | (1,591,221) | 2,298,212 | |||||
Recapitalization, shares | 389,036 | 1,747,879 | ||||||||
Adjustment to redemption value of preferred stock - per amendment to designation | 23,852 | 23,852 | ||||||||
Beneficial conversion feature of preferred stock dividends | 70,205 | 70,205 | ||||||||
Accrued preferred stock dividends | (70,205) | (70,205) | ||||||||
Preferred stock deemed dividend | (70,205) | (70,205) | ||||||||
Series F Preferred stock issued for assets | $ 20 | 8,599,980 | 8,600,000 | |||||||
Series F Preferred stock issued for assets, shares | 200,000 | |||||||||
Sale of Series D Preferred stock units, net of offering costs | $ 3 | 539,994 | 539,997 | |||||||
Sale of Series D Preferred stock units, net of offering costs, shares | 31,625 | |||||||||
Notes and accrued interest cancelled pursuant to merger | 706,501 | 706,501 | ||||||||
Reclassification of warrant derivative to liabilities related to Series D unit sales | (691,780) | (691,780) | ||||||||
Net loss | (351,606) | (30,716) | (382,322) | |||||||
Balance at Mar. 31, 2019 | $ 42 | $ 78 | $ 20 | $ 175 | 13,723,173 | (6,026,997) | 7,696,491 | |||
Balance, Shares at Mar. 31, 2019 | 420,661 | 775,000 | 200,000 | 1,747,879 | ||||||
Balance at Dec. 31, 2018 | $ 78 | 679,259 | (5,675,391) | 1,581,585 | (3,414,469) | |||||
Balance, shares at Dec. 31, 2018 | 775,000 | |||||||||
Net loss | (2,662,311) | |||||||||
Balance at Jun. 30, 2019 | $ 46 | $ 78 | $ 20 | $ 231 | 15,128,069 | (8,306,986) | 6,821,458 | |||
Balance, Shares at Jun. 30, 2019 | 459,386 | 775,000 | 200,000 | 2,304,972 | ||||||
Balance at Dec. 31, 2018 | $ 78 | 679,259 | (5,675,391) | 1,581,585 | (3,414,469) | |||||
Balance, shares at Dec. 31, 2018 | 775,000 | |||||||||
Stock based compensation | 3,803,922 | 86,705 | 3,890,627 | |||||||
Reclassification of warrant derivative to liabilities related to Series D unit sales | (691,780) | (691,780) | ||||||||
Issuance of common shares upon conversion of Series D preferred stock | 12 | (12) | ||||||||
Issuance of common shares upon conversion of Series D preferred stock, shares | (9,840) | 123,000 | ||||||||
Issuance of common shares upon conversion of Series E preferred stock | $ (4) | $ 50 | (46) | |||||||
Issuance of common shares upon conversion of Series E preferred stock, shares | (40,014) | 500,178 | ||||||||
Issuance of common shares upon conversion of Series F preferred stock | $ (6) | $ 75 | (69) | |||||||
Issuance of common shares upon conversion of Series F preferred stock, shares | (60,232) | 752,899 | ||||||||
Recapitalization | $ 39 | $ 175 | 3,889,219 | (1,591,221) | 2,298,212 | |||||
Recapitalization, shares | 389,036 | 1,747,879 | ||||||||
Adjustment to redemption value of preferred stock - per amendment to designation | 23,852 | 23,852 | ||||||||
Beneficial conversion feature of preferred stock dividends | 70,205 | 70,205 | ||||||||
Accrued preferred stock dividends | (70,205) | (70,205) | ||||||||
Preferred stock deemed dividend | (70,205) | (70,205) | ||||||||
Series F Preferred stock issued for assets | $ 20 | 8,599,980 | 8,600,000 | |||||||
Series F Preferred stock issued for assets, shares | 200,000 | |||||||||
Sale of Series D Preferred stock units, net of offering costs | $ 7 | 1,334,990 | 1,334,997 | |||||||
Sale of Series D Preferred stock units, net of offering costs, shares | 75,350 | |||||||||
Notes and accrued interest cancelled pursuant to merger | 706,501 | 706,501 | ||||||||
Issuance of common shares for deferred compensation | 50 | (50) | ||||||||
Issuance of common shares for deferred compensation, shares | 494,593 | |||||||||
Accrued salary forgiven pursuant to merger | 187,500 | 187,500 | ||||||||
Stockholder shares transferred as compensation expense | 752,500 | 752,500 | ||||||||
Reclassification of warrant derivative to liabilities related to Series D unit sales | (1,058,866) | (1,058,866) | ||||||||
Adjustment for fractional shares | ||||||||||
Adjustment for fractional shares, shares | 1,109 | |||||||||
Net loss | (11,812,797) | (30,716) | (11,843,513) | |||||||
Balance at Dec. 31, 2019 | $ 46 | $ 74 | $ 14 | $ 362 | 18,203,048 | (17,488,188) | 715,356 | |||
Balance, Shares at Dec. 31, 2019 | 454,546 | 734,986 | 139,768 | 3,619,658 | ||||||
Balance at Mar. 31, 2019 | $ 42 | $ 78 | $ 20 | $ 175 | 13,723,173 | (6,026,997) | 7,696,491 | |||
Balance, shares at Mar. 31, 2019 | 420,661 | 775,000 | 200,000 | 1,747,879 | ||||||
Stock based compensation | 728,822 | 728,822 | ||||||||
Issuance of common shares upon conversion of Series D preferred stock | 6 | (6) | ||||||||
Issuance of common shares upon conversion of Series D preferred stock, shares | (5,000) | 62,500 | ||||||||
Sale of Series D Preferred stock units, net of offering costs | $ 4 | 794,996 | 795,000 | |||||||
Sale of Series D Preferred stock units, net of offering costs, shares | 43,725 | |||||||||
Issuance of common shares for deferred compensation | $ 50 | (50) | ||||||||
Issuance of common shares for deferred compensation, shares | 494,593 | |||||||||
Accrued salary forgiven pursuant to merger | 187,500 | 187,500 | ||||||||
Stockholder shares transferred as compensation expense | 752,500 | 752,500 | ||||||||
Reclassification of warrant derivative to liabilities related to Series D unit sales | (1,058,866) | (1,058,866) | ||||||||
Net loss | (2,279,989) | (2,279,989) | ||||||||
Balance at Jun. 30, 2019 | $ 46 | $ 78 | $ 20 | $ 231 | 15,128,069 | (8,306,986) | 6,821,458 | |||
Balance, Shares at Jun. 30, 2019 | 459,386 | 775,000 | 200,000 | 2,304,972 | ||||||
Balance at Dec. 31, 2019 | $ 46 | $ 74 | $ 14 | $ 362 | 18,203,048 | (17,488,188) | 715,356 | |||
Balance, shares at Dec. 31, 2019 | 454,546 | 734,986 | 139,768 | 3,619,658 | ||||||
Stock based compensation | 870,722 | 870,722 | ||||||||
Series D Preferred stock issued for accrued penalties | $ 11 | 1,929,505 | 1,929,516 | |||||||
Series D Preferred stock issued for accrued penalties, shares | 106,134 | |||||||||
Issuance of common shares upon conversion of Series D preferred stock | $ (1) | $ 16 | (15) | |||||||
Issuance of common shares upon conversion of Series D preferred stock, shares | (12,900) | 161,250 | ||||||||
Issuance of common shares upon conversion of Series E preferred stock | $ (3,141) | $ 4 | (4) | |||||||
Issuance of common shares upon conversion of Series E preferred stock, shares | 39,260 | |||||||||
Issuance of common shares upon conversion of Series F preferred stock | $ (6) | $ 80 | (74) | |||||||
Issuance of common shares upon conversion of Series F preferred stock, shares | (64,272) | 803,414 | ||||||||
Net loss | (2,482,605) | (2,482,605) | ||||||||
Balance at Mar. 31, 2020 | $ 56 | $ 74 | $ 8 | $ 462 | 21,003,182 | (19,970,793) | 1,032,989 | |||
Balance, Shares at Mar. 31, 2020 | 547,780 | 731,845 | 75,496 | 4,623,582 | ||||||
Balance at Dec. 31, 2019 | $ 46 | $ 74 | $ 14 | $ 362 | 18,203,048 | (17,488,188) | 715,356 | |||
Balance, shares at Dec. 31, 2019 | 454,546 | 734,986 | 139,768 | 3,619,658 | ||||||
Net loss | (10,423,820) | |||||||||
Balance at Jun. 30, 2020 | $ 55 | $ 74 | $ 7 | $ 501 | 21,787,410 | (27,912,008) | (6,123,961) | |||
Balance, Shares at Jun. 30, 2020 | 536,595 | 731,845 | 64,382 | 5,009,508 | ||||||
Balance at Mar. 31, 2020 | $ 56 | $ 74 | $ 8 | $ 462 | 21,003,182 | (19,970,793) | 1,032,989 | |||
Balance, shares at Mar. 31, 2020 | 547,780 | 731,845 | 75,496 | 4,623,582 | ||||||
Stock based compensation | 665,230 | 665,230 | ||||||||
Series D Preferred stock issued for accrued penalties | (26,465) | (26,465) | ||||||||
Issuance of shares for services | $ 9 | 120,491 | 120,500 | |||||||
Issuance of shares for services, shares | 90,000 | |||||||||
Issuance of common shares upon conversion of Series D preferred stock | $ (1) | $ 16 | (15) | |||||||
Issuance of common shares upon conversion of Series D preferred stock, shares | (12,560) | 157,000 | ||||||||
Issuance of common shares upon conversion of Series F preferred stock | $ (1) | $ 14 | (13) | |||||||
Issuance of common shares upon conversion of Series F preferred stock, shares | (11,114) | 138,926 | ||||||||
Sale of Series D Preferred stock units, net of offering costs | 25,000 | 25,000 | ||||||||
Sale of Series D Preferred stock units, net of offering costs, shares | 1,375 | |||||||||
Net loss | (7,941,215) | (7,941,215) | ||||||||
Balance at Jun. 30, 2020 | $ 55 | $ 74 | $ 7 | $ 501 | $ 21,787,410 | $ (27,912,008) | $ (6,123,961) | |||
Balance, Shares at Jun. 30, 2020 | 536,595 | 731,845 | 64,382 | 5,009,508 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash Flows from Operating Activities | ||||
Net loss | $ (10,423,820) | $ (2,662,311) | $ (11,843,513) | $ (1,467,887) |
Adjustments to reconcile net loss to net cash used in operating activities | ||||
Depreciation and amortization expense | 318,923 | 96 | 478,191 | |
Bad debt expense | 12,000 | 23,500 | ||
Impairment expense | 3,113,020 | |||
Equity based compensation expense | 1,650,202 | 1,568,027 | 4,643,127 | 187,156 |
Recognized loss on marketable securities | 18,740 | 101,417 | 160,449 | 101,208 |
Gain on sale of asset | (27,000) | |||
Expenses paid through financings | 32,500 | 15,000 | 15,000 | |
Loan principal paid directly through grant | (5,964) | |||
Amortization of debt discount and debt costs | 214,885 | 32,522 | 39,372 | 1,944 |
Initial derivative expense | 3,340,554 | |||
Change in derivative value due to anti-dilution adjustments | 2,642,175 | |||
Change in fair value of derivative liability | 904,176 | (17,627) | (1,138,604) | |
Changes in operating assets and liabilities: | ||||
(Increase) decrease in accounts receivable | 9,849 | (420,916) | (63,144) | 43,388 |
(Increase) decrease in prepaid expenses and other current assets | 269,051 | (182,173) | (73,620) | (14,883) |
Increase (decrease) in accounts payable and accrued liabilities | (14,641) | 991,807 | 3,259,458 | 389,142 |
Increase in other liabilities | 49,554 | |||
Increase (decrease) in deferred revenue | (58,785) | 9,959 | 22,906 | 4,758 |
Net cash used in operating activities | (1,040,601) | (564,199) | (1,390,858) | (755,174) |
Cash Flows from Investing Activities | ||||
Proceeds from sale of marketable securities | 17,009 | 68,702 | 284 | |
Proceeds from sale of asset | 27,000 | |||
Cash paid for equipment | (3,463) | (3,463) | ||
Cash paid for software development | (11,500) | (11,500) | (72,770) | |
Net cash provided by (used in) investing activities | 17,009 | (14,963) | 80,739 | (72,486) |
Cash Flows from Financing Activities | ||||
Proceeds from notes | 398,545 | 45,005 | 45,005 | 50,000 |
Proceeds from convertible notes, net of offering costs | 2,226,000 | |||
Payments of notes | (7,396) | (66,216) | (105,034) | (18,005) |
Advances on receivables | 180,778 | |||
Repayments of advances on receivables | (112,622) | |||
Repayments of liability on sale of future revenues | (261,866) | |||
Proceeds from sale of future receivables | 424,510 | |||
Repayments of receivables sale | (27,259) | |||
Deposit on purchase of preferred stock | 500,000 | 500,000 | ||
Repayment of deposit on purchase of preferred stock | (215,000) | |||
Contributions to capital | 65,000 | |||
Proceeds from sale of common stock | 66,668 | |||
Proceeds from sale of preferred stock | 25,000 | 979,997 | 979,997 | 300,000 |
Net cash provided by financing activities | 2,448,439 | 1,458,786 | 1,602,219 | 463,663 |
Net increase in cash | 1,424,847 | 879,624 | 292,100 | (363,997) |
Cash, beginning of period | 306,252 | 14,152 | 14,152 | 378,149 |
Cash, end of period | 1,731,099 | 893,776 | 306,252 | 14,152 |
Supplemental disclosures of cash flow information: | ||||
Cash paid during the period for interest | 86,438 | 24,245 | 49,552 | 53,416 |
Cash paid during the period for income taxes | ||||
Supplemental schedule of non-cash investing and financing activities: | ||||
Original issue discount deducted from convertible note proceeds | 328,125 | |||
Debt costs deducted from convertible note proceeds | 366,500 | |||
Preferred stock issued for accrued penalties | 1,929,516 | |||
Preferred stock issued for asset acquisition | 8,600,000 | 8,600,000 | ||
Subsidiary preferred shares converted to subsidiary common shares | 154,000 | |||
Non-cash adjustments to Redeemable Preferred Stock of subsidiary | 2,059,764 | 2,059,764 | 568,029 | |
Notes payable and accrued interest exchanged for preferred stock | 116,380 | 116,380 | ||
Noncontrolling interest reclassified to paid-in capital | 1,591,221 | |||
Accounts payable paid through proceeds of preferred stock | 100,000 | 100,000 | ||
Accrued compensation paid with common stock | 56,250 | 56,250 | ||
Value of warrant issued with note | 42,000 | 42,000 | ||
Accounts payable paid through proceeds of note | 4,995 | 4,995 | ||
Warrant derivative liability at inception | 5,625,519 | 1,750,646 | 1,750,646 | |
Accrued compensation forgiven and credited to contributed capital | 187,500 | 187,500 | ||
Discount attributable to Liability on Sale of Future Revenue | 142,491 | |||
Discount attributable to note payable | 10,000 | |||
Marketable securities received as payment for Series D preferred stock | 240,000 | 240,000 | ||
Notes and accrued interest foregiven | $ 706,502 | $ 706,501 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES General Recruiter.com Group, Inc., a Nevada corporation ("RGI"), is a holding company based in Houston, Texas. The Company has four subsidiaries, Recruiter.com, Inc., Recruiter.com Recruiting Solutions LLC ("Recruiting Solutions"), Recruiter.com Consulting, LLC and VocaWorks, Inc. ("VocaWorks"). RGI and its subsidiaries as a consolidated group is hereinafter referred to as the "Company." The Company operates in Connecticut, Texas, and New York. Reincorporation On May 13, 2020, the Company effected a reincorporation from the State of Delaware to the State of Nevada. Following the approval by the Company's stockholders at a special meeting held on May 8, 2020, Recruiter.com Group, Inc., a Delaware corporation ("Recruiter.com Delaware"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Recruiter.com Group, Inc., a Nevada corporation and a wholly owned subsidiary of Recruiter.com Delaware ("Recruiter.com Nevada"), pursuant to which Recruiter.com Delaware merged with and into Recruiter.com Nevada, with Recruiter.com Nevada continuing as the surviving entity. Simultaneously with the reincorporation, the number of shares of common stock the Company is authorized to issue was increased from 31,250,000 shares to 250,000,000 shares. The reincorporation did not result in any change in the corporate name, business, management, fiscal year, accounting, location of the principal executive office, or assets or liabilities of the Company. Asset Purchase Effective March 31, 2019, RGI acquired certain assets and assumed certain liabilities under an asset purchase agreement, dated March 31, 2019, among RGI, Genesys Talent LLC, a Texas limited liability company ("Genesys"), and Recruiting Solutions, a wholly owned subsidiary of the Company (the "Asset Purchase"). As consideration in the Asset Purchase the Company issued a total of 200,000 shares of its Series F Preferred Stock convertible into 2,500,000 shares of the Company's common stock. The acquired assets and liabilities include certain accounts receivable, accounts payable, deferred revenue, sales and client relationships, contracts, intellectual property, partnership and vendor agreements and certain other assets. The Company is utilizing these assets in its employment staffing business operated through Recruiting Solutions. This transaction was treated as a business combination (see Note 13). Principles of Consolidation and Basis of Presentation The unaudited condensed consolidated financial statements include the accounts of RGI and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The accompanying condensed consolidated financial statements are unaudited. The unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and note disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto of RGI for the years ended December 31, 2019 and 2018, filed with the SEC on May 8, 2020. The December 31, 2019 balance sheet is derived from those statements. In the opinion of management, these unaudited interim financial statements as of and for the three and six months ended June 30, 2020 and 2019 include all adjustments (consisting of normal recurring adjustments necessary to present fairly the financial position, results of operations and cash flows of the Company for the periods presented). The results for the three and six months ended June 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any future period. All references to June 30, 2020 and 2019 in these footnotes are unaudited. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results and outcomes may differ from management's estimates and assumptions. Included in these estimates are assumptions used to estimate collection of accounts receivable, fair value of available for sale securities, fair value of derivative liabilities, fair value of securities issued for acquisitions, fair value of assets acquired and liabilities assumed in the business combination, fair value of intangible assets and goodwill, valuation of initial right of use assets and corresponding lease liabilities, deferred income tax asset valuation allowances, and valuation of stock based compensation expense. Cash and Cash Equivalents The Company considers all short-term highly liquid investments with a remaining maturity at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed federally insured limits. The Company has not experienced any losses related to these balances as of June 30, 2020. Uninsured balances were approximately $1,136,000 and $0 as of June 30, 2020 and December 31, 2019. The Company had no cash equivalents during or at the end of either period. Revenue Recognition The Company recognizes revenue in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 606, "Revenue from Contracts with Customers" ("ASC 606"). Revenues are recognized when control is transferred to customers in amounts that reflect the consideration the Company expects to be entitled to receive in exchange for those goods. Revenue recognition is evaluated through the following five steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when or as a performance obligation is satisfied. Revenues are predominantly derived from the following activities: ● Consulting and Staffing. ● Recruiting Solutions. ● Career Solutions. ● Marketing Solutions. We have a sales team and sales partnerships with direct employers as well as Vendor Management System companies and Managed Service companies that help create sales channels for clients that buy staffing, direct hire, and sourcing services. Once we have secured the relationship and contract with the interested Enterprise customer the delivery and product teams will provide the service to fulfil any or all of the revenue segments. Revenues as presented on the statement of operations represent services rendered to customers less sales adjustments and allowances. Consulting and Staffing Services revenues represent services rendered to customers less sales adjustments and allowances. Reimbursements, including those related to travel and out-of-pocket expenses, are also included in the net service revenues and equivalent amounts of reimbursable expenses are included in costs of revenue. We record substantially all revenue on a gross basis as a principal versus on a net basis as an agent in the presentation of this line of revenues and expenses. We have concluded that gross reporting is appropriate because we have the task of identifying and hiring qualified employees, and our discretion to select the employees and establish their compensation and duties causes us to bear the risk for services that are not fully paid for by customers. Consulting and staffing revenues are recognized when the services are rendered by the temporary employees. Payroll and related taxes of certain employees that are placed on temporary assignment are outsourced to third party payors or related party payors. The payors pay all related costs of employment for these employees, including workers' compensation insurance, state and federal unemployment taxes, social security and certain fringe benefits. We assume the risk of acceptability of the employees to customers. Payments for consulting and staffing services are typically due within 90 days of completion of services. Direct hire recruitment placement revenues are recognized on a gross basis when the guarantee period specified in the customer contract expires. No fees for direct hire placement services are charged to employment candidates. Any payments received prior to the expiration of the guarantee period are recorded as a deferred revenue liability. Payments for recruitment services are typically due within 90 days of completion of services. Career services revenues are recognized on a gross basis upon distribution of resumes or completion of training courses, which is the point at which the performance obligations are satisfied. Payments for career services are typically due upon distribution or completion of services. Marketing and publishing services revenues are recognized on a gross basis when the advertising is placed and displayed or when lead generation activities and online publications are completed, which is the point at which the performance obligations are satisfied. Payments for marketing and publishing are typically due within 30 days of completion of services. Deferred revenue results from transactions in which the Company has been paid for services by customers, but for which all revenue recognition criteria have not yet been met. Once all revenue recognition criteria have been met, the deferred revenues are recognized. Sales tax collected is recorded on a net basis and is excluded from revenue. Contract Assets The Company does not have any contract assets such as work-in-process. All trade receivables on the Company's balance sheet are from contracts with customers. Contract Costs Costs incurred to obtain a contract are capitalized unless they are short term in nature. As a practical matter, costs to obtain a contract that are short term in nature are expensed as incurred. The Company does not have any contract costs capitalized as of June 30, 2020 or December 31, 2019. Contract Liabilities - Deferred Revenue The Company's contract liabilities consist of advance customer payments and deferred revenue. Deferred revenue results from transactions in which the Company has been paid for services by customers, but for which all revenue recognition criteria have not yet been met. Once all revenue recognition criteria have been met, the deferred revenues are recognized. For each of the identified periods, revenues can be categorized into the following: Six Months Ended 2020 2019 Consulting and staffing services $ 3,490,056 $ 1,605,894 Permanent placement fees 290,767 158,381 License and other 231,831 130,365 Career services 79,342 72,765 Marketing and publishing 74,541 168,378 Total revenue $ 4,166,537 $ 2,135,783 Three Months Ended 2020 2019 Consulting and staffing services $ 1,576,662 $ 1,605,894 Permanent placement fees 153,140 118,103 License and other 46,856 130,365 Career services 42,408 33,483 Marketing and publishing 34,348 84,636 Total revenue $ 1,853,414 $ 1,972,481 As of June 30, 2020 and December 31, 2019, deferred revenue amounted to $86,689 and $145,474 respectively. As of June 30, 2020, deferred revenues associated with placement services are $83,189 and we expect the recognition of such services to be $63,001 within the three months ended September 30, 2020 and $20,188 thereafter. As of June 30, 2020, deferred revenues associated with marketing services are $3,500 and we expect the recognition of such services to be within the three months ended September 30, 2020. Revenue from international sources was approximately 2% and 5% for the six months ended June 30, 2020 and 2019, respectively. Costs of Revenue Costs of revenues consist of employee costs, third party staffing costs and other fees, outsourced recruiter fees and net margin revenue share. Accounts Receivable Credit is extended to customers based on an evaluation of their financial condition and other factors. Management periodically assesses the Company's accounts receivable and, if necessary, establishes an allowance for estimated uncollectible amounts. Accounts determined to be uncollectible are charged to operations when that determination is made. The Company usually does not require collateral. We have recorded an allowance for doubtful accounts of $33,000 and $21,000 as of June 30, 2020 and December 31, 2019, respectively. Bad debt expense was $750 and $0 for the three month periods ended June 30, 2020 and 2019, respectively and $12,000 and $0 for six month periods ended June 30, 2020 and 2019, respectively. Concentration of Credit Risk and Significant Customers and Vendors As of June 30, 2020, two customers accounted for more than 10% of the accounts receivable balance, at 42% and 13%, for a total of 55%. As of December 31, 2019, three customers accounted for more than 10% of the accounts receivable balance, at 19%, 15% and 13%, for a total of 47%. For the six months ended June 30, 2020 three customers accounted for 10% of more of total revenue, at 35%, 15% and 14%, for a total of 64%. For the six months ended June 30, 2019 three customers accounted for 10% or more of total revenue, at 25%, 18% and 10%, for a total of 53%. We use a related party firm for software development and maintenance related to our website and the platform underlying our operations. One of our officers and principal shareholders is an employee of this firm but exerts control over this firm (see Note 12). We are a party to that certain license agreement with a related party firm (see Note 12). Pursuant to the license agreement the firm has granted us an exclusive license to use certain candidate matching software and render certain related services to us. If this relationship was terminated or if the firm was to cease doing business or cease to support the applications we currently utilize, we may be forced to expend significant time and resources to replace the licensed software. Further, the necessary replacements may not be available on a timely basis on favorable terms, or at all. If we were to lose the ability to use this software our business and operating results could be materially and adversely affected. Advertising and Marketing Costs The Company expenses all advertising and marketing costs as incurred. Advertising and marketing costs were $15,068 and $2,969 for the three months ended June 30, 2020 and 2019, respectively. Advertising and marketing costs were $40,311 and $2,969 for the six months ended June 30, 2020 and 2019, respectively. Fair Value of Financial Instruments and Fair Value Measurements The Company measures and discloses the fair value of assets and liabilities required to be carried at fair value in accordance with ASC 820, Fair Value Measurements and Disclosures. ASC 820 defines fair value, establishes a hierarchical framework for measuring fair value, and enhances fair value measurement disclosure. ASC 825 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes three levels of inputs that may be used to measure fair value: Level 1 - Quoted prices for identical assets or liabilities in active markets to which we have access at the measurement date. Level 2 - Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 - Unobservable inputs for the asset or liability. The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company's investment in available for sale securities and warrant derivative liabilities are measured at fair value. The securities are measured based on current trading prices using Level 1 fair value inputs. The Company's derivative instruments are valued using Level 3 fair value inputs. The Company does not have any other financial instruments which require re-measurement to fair value. The carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, and loans payable represent fair value based upon their short-term nature. A financial asset or liability's classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The table below summarizes the fair values of our financial assets and liabilities as of June 30, 2020: Fair Value at Fair Value Measurement Using 2020 Level 1 Level 2 Level 3 Available for sale marketable securities (Note 3) $ 9,017 $ 9,017 $ - $ - Warrant derivative liability (Note 10) $ 9,783,912 $ - $ - $ 9,783,912 The reconciliation of the derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows for the six months ended June 30, 2020: Balance at December 31, 2019 $ 612,042 Additions to derivative instruments 5,625,519 Anti-dilution adjustments to derivative instruments 2,642,175 Loss on change in fair value of derivative liability 904,176 Balance at June 30, 2020 $ 9,783,912 Goodwill In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Goodwill is comprised of the purchase price of business combinations in excess of the fair value assigned at acquisition to the net tangible and identifiable intangible assets acquired. Goodwill is not amortized. The Company tests goodwill for impairment for its reporting units on an annual basis, or when events occur or circumstances indicate the fair value of a reporting unit is below its carrying value. The Company performs its annual goodwill impairment assessment on December 31st of each year, or earlier if facts and circumstances indicate that an impairment may have occurred. When evaluating the potential impairment of goodwill, management first assesses a range of qualitative factors, including but not limited to, macroeconomic conditions, industry conditions, the competitive environment, changes in the market for the Company's products and services, regulatory and political developments, entity specific factors such as strategy and changes in key personnel, and the overall financial performance for each of the Company's reporting units. If, after completing this assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we then proceed to the impairment testing methodology primarily using the income approach (discounted cash flow method). We compare the carrying value of the reporting unit, including goodwill, with its fair value, as determined by its estimated discounted cash flows. If the carrying value of a reporting unit exceeds its fair value, then the amount of impairment to be recognized is recognized as the amount by which the carrying amount exceeds the fair value. When required, we arrive at our estimates of fair value using a discounted cash flow methodology which includes estimates of future cash flows to be generated by specifically identified assets, as well as selecting a discount rate to measure the present value of those anticipated cash flows. Estimating future cash flows requires significant judgment and includes making assumptions about projected growth rates, industry-specific factors, working capital requirements, weighted average cost of capital, and current and anticipated operating conditions. The use of different assumptions or estimates for future cash flows could produce different results. Stock-Based Compensation We account for our stock-based compensation under ASC 718 "Compensation – Stock Compensation" using the fair value based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the shorter of the service period or the vesting period of the stock-based compensation. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option pricing model. Determining the fair value of stock-based compensation at the grant date under this model requires judgment, including estimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value of stock-based compensation represent the Company's best estimates, but these estimates involve inherent uncertainties and the application of management judgment. Derivative Instruments The Company's derivative financial instruments consist of the warrants issued with the sale of our convertible notes in 2020 (See Notes 8 and 10) and warrants issued with the sale of our Series D Preferred Stock in 2019 and 2020 (see Notes 9 and 10). The accounting treatment of derivative financial instruments requires that we record the derivatives at their fair values as of the inception date of the debt agreements and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense at each balance sheet date. If the fair value of the derivatives was higher at the subsequent balance sheet date, we recorded a non-operating, non-cash charge. If the fair value of the derivatives was lower at the subsequent balance sheet date, we recorded non-operating, non-cash income. Product Development Product development costs are included in selling, general and administrative expenses and consist of support, maintenance and upgrades of our website and IT platform and are charged to operations as incurred. Earnings (Loss) Per Share The Company follows ASC 260 "Earnings Per Share" for calculating the basic and diluted earnings (or loss) per share. Basic earnings (or loss) per share are computed by dividing earnings (or loss) available to common shareholders by the weighted-average number of common shares outstanding. Diluted earnings (or loss) per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential shares of common stock had been issued and if the additional shares were dilutive. Common stock equivalents are excluded from the diluted earnings (or loss) per share computation if their effect is anti-dilutive. Common stock equivalents in amounts of 24,381,679 and 19,436,262 were excluded from the computation of diluted earnings per share for the three and six months ended June 30, 2020 and 2019, respectively, because their effects would have been anti-dilutive. June 30, June 30, 2020 2019 Options 1,355,758 540,905 Stock awards 866,500 494,593 Warrants 3,653,443 470,939 Convertible notes 1,845,703 - Convertible preferred stock 16,660,275 17,929,825 24,381,679 19,436,262 Business Segments The Company uses the "management approach" to identify its reportable segments. The management approach designates the internal organization used by management for making operating decisions and assessing performance as the basis for identifying the Company's reportable segments. Using the management approach, the Company determined that it has one operating segment. Recently Issued Accounting Pronouncements There have not been any recent changes in accounting pronouncements and ASU issued by the FASB that are of significance or potential significance to the Company except as disclosed below. In December 2019, the FASB issued ASU 2019-12, " Simplifying the Accounting for Income Taxes | NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES General Recruiter.com Group, Inc. (formerly Truli Technologies, Inc.), a Delaware corporation ("RGI"), is a holding company based in Houston, Texas. The Company has four subsidiaries, Recruiter.com, Inc., Recruiter.com Recruiting Solutions LLC ("Recruiting Solutions"), Recruiter.com Consulting, LLC and VocaWorks, Inc. ("VocaWorks"). RGI and its subsidiaries as a consolidated group is hereinafter referred to as the "Company." The Company operates in Connecticut, Texas, and New York. Merger with Recruiter.com, Inc. Effective March 31, 2019, RGI completed a merger (the "Merger") with Recruiter.com, Inc., a New York based recruiting career services and marketing business and a Delaware corporation ("Pre-Merger Recruiter.com") pursuant to a Merger Agreement and Plan of Merger, dated March 31, 2019. At the effective time of the Merger, RGI's newly formed wholly-owned subsidiary merged with and into Pre-Merger Recruiter.com, with Pre-Merger Recruiter.com continuing as the surviving corporation and a wholly-owned subsidiary of RGI. As consideration in the Merger, the equity holders of Pre-Merger Recruiter.com received a total of 775,000 shares of Series E Preferred Stock of RGI convertible into 9,687,500 shares of the Company's common stock. As a result, the former shareholders of Pre-Merger Recruiter.com controlled approximately 90% of RGI's outstanding common stock and in excess of 50% of the total voting power. Prior to the Merger, from October 30, 2017 RGI was controlled by the principal shareholders of Pre-Merger Recruiter.com. The Merger simply increased their control. RGI's Chief Executive Officer was the Chief Executive Officer and the majority of RGI's Board of Directors were directors (or designees) prior to the Merger. Further, RGI's Executive Chairman was retained as a consultant prior to the Merger with the understanding that if the Merger occurred, he would be appointed Executive Chairman. Prior to the Merger, RGI, Pre-Merger Recruiter.com and VocaWorks had been parties to a license agreement, dated October 30, 2017 (the "License Agreement"), under which Pre-Merger Recruiter.com granted VocaWorks a license to use certain of its proprietary software and related intellectual property. Prior to the Merger, RGI's primary business was operating under the License Agreement. In consideration for the license obtained in the License Agreement, Pre-Merger Recruiter.com received 1,562,500 shares of RGI's common stock. Pre-Merger Recruiter.com also received the right to receive shares of Series B Convertible Preferred Stock (the "Series B Preferred Stock") of RGI upon achievement of certain milestones specified in the License Agreement. As a result, immediately prior to the completion of the Merger, Pre-Merger Recruiter.com owned approximately 98% of RGI's outstanding common stock. In conjunction with the Merger, Pre-Merger Recruiter.com distributed the 1,562,500 shares of RGI's common stock to its shareholders on March 25, 2019. The distribution is considered to have occurred just prior to the completion of the Merger. For accounting purposes, the Merger is being accounted for as a reverse recapitalization of Pre-Merger Recruiter.com and combination of entities under common control ("recapitalization") with Pre-Merger Recruiter.com considered the accounting acquirer and historical issuer. The accompanying consolidated financial statements include Pre-Merger Recruiter.com for all periods presented. Since Pre-Merger Recruiter.com previously owned a majority interest in RGI, the consolidated financial statements include the historical operations of RGI and VocaWorks. All share and per share data in the accompanying consolidated financial statements and notes have been retroactively restated to reflect the effect of the Merger. Asset Purchase Effective March 31, 2019, RGI acquired certain assets and assumed certain liabilities under an asset purchase agreement, dated March 31, 2019, among RGI, Genesys Talent LLC, a Texas limited liability company ("Genesys"), and Recruiting Solutions, a wholly owned subsidiary of the Company (the "Asset Purchase"). As consideration in the Asset Purchase the Company issued a total of 200,000 shares of its Series F Preferred Stock convertible into 2,500,000 shares of the Company's common stock. The acquired assets and liabilities include certain accounts receivable, accounts payable, deferred revenue, sales and client relationships, contracts, intellectual property, partnership and vendor agreements and certain other assets. The Company is utilizing these assets in its employment staffing business to be operated through Recruiting Solutions. This transaction was treated as a business combination (see Note 13). As of the effective date of the Merger, the Company changed its fiscal year end from March 31 to December 31. On May 9, 2019, pursuant to the approval of its Board of Directors (the "Board"), the Company changed its name to Recruiter.com Group, Inc. Revenues are predominantly derived from the following activities: ● Consulting and Staffing. ● Recruiting Solutions. ● Career Solutions. ● Marketing Solutions. Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of RGI and its majority-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. As discussed above, all share and per share data has been retroactively restated in the accompanying consolidated financial statements and footnotes to reflect the effects of the March 31, 2019 recapitalization. Among other effects, this causes the common stock of Pre-Merger Recruiter.com which existed during 2018 to be retroactively reflected as though it were Series E Preferred Stock since it was exchanged for Series E Preferred Stock pursuant to the Merger and recapitalization. Effective August 21, 2019, the Company amended its Certificate of Incorporation to effect a one-for-80 reverse stock split of the Company's common stock. Additionally, the number of authorized shares of common stock was reduced to 31,250,000. All share and per share data has been retroactively restated in the accompanying consolidated financial statements and footnotes for all periods presented to reflect the effects of the reverse stock split. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results and outcomes may differ from management's estimates and assumptions. Included in these estimates are assumptions used to estimate collection of accounts receivable, fair value of available for sale securities, fair value of derivative liabilities, fair value of securities issued for acquisitions, fair value of assets acquired and liabilities assumed in the business combination, fair value of intangible assets and goodwill, valuation of initial right of use assets and corresponding lease liabilities, deferred income tax asset valuation allowances, and valuation of stock based compensation expense. Cash and Cash Equivalents The Company considers all short-term highly liquid investments with a remaining maturity at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed federally insured limits. The Company has not experienced any losses related to these balances as of December 31, 2019. There were no uninsured balances as of December 31, 2019 and 2018. The Company had no cash equivalents during or at the end of either period. Revenue Recognition Adoption of ASC 606, Revenue from Contracts with Customers On January 1, 2018, the Company adopted Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 606, "Revenue from Contracts with Customers" ("ASC 606") using the modified retrospective (cumulative effect) transition method. Under this transition method, results for reporting periods beginning January 1, 2018 or later are presented under ASC 606, while prior period results continue to be reported in accordance with previous guidance. There was no cumulative effect of the initial application of ASC 606 and therefore no cumulative adjustment was recorded to the opening balance of retained earnings. The timing of revenue recognition for our various revenue streams was not materially impacted by the adoption of this standard. The Company believes its business processes, systems, and controls are appropriate to support recognition and disclosure under ASC 606. In addition, the adoption has led to increased footnote disclosures. Overall, the adoption of ASC 606 did not have a material impact on the Company's balance sheet, statement of operations or statement of cash flows. ASC 606 also requires additional disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. As described below, the analysis of contracts under ASC 606 supports the recognition of revenue at a point in time, resulting in revenue recognition timing that is materially consistent with the Company's historical practice of recognizing service revenue over the service period. ASC 606 is described in the section that follows. Policy The Company recognizes revenue in accordance with ASC 606. Revenues are recognized when control is transferred to customers in amounts that reflect the consideration the Company expects to be entitled to receive in exchange for those goods. Revenue recognition is evaluated through the following five steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when or as a performance obligation is satisfied. Revenues are predominantly derived from the following activities: ● Consulting and Staffing. ● Recruiting Solutions. ● Career Solutions. ● Marketing Solutions. We have a sales team and sales partnerships with direct employers as well as Vendor Management System companies and Managed Service companies that help create sales channels for clients that buy staffing, direct hire, and sourcing services. Once we have secured the relationship and contract with the interested Enterprise customer the delivery and product teams will provide the service to fulfil any or all of the revenue segments. Revenues as presented on the statement of operations represent services rendered to customers less sales adjustments and allowances. Consulting and Staffing Services revenues represent services rendered to customers less sales adjustments and allowances. Reimbursements, including those related to travel and out-of-pocket expenses, are also included in the net service revenues and equivalent amounts of reimbursable expenses are included in costs of revenue. We record substantially all revenue on a gross basis as a principal versus on a net basis as an agent in the presentation of this line of revenues and expenses. We have concluded that gross reporting is appropriate because we have the task of identifying and hiring qualified employees, and our discretion to select the employees and establish their compensation and duties causes us to bear the risk for services that are not fully paid for by customers. Consulting and staffing revenues are recognized when the services are rendered by the temporary employees. Payroll and related taxes of employees that are placed on temporary assignment are outsourced to third party payors or related party payors. The payors pay all related costs of employment, including workers' compensation insurance, state and federal unemployment taxes, social security and certain fringe benefits. We assume the risk of acceptability of the employees to customers. Payments for consulting and staffing services are typically due within 90 days of completion of services. Direct hire recruitment placement revenues are recognized on a gross basis when the guarantee period specified in the customer contract expires. No fees for direct hire placement services are charged to employment candidates. Any payments received prior to the expiration of the guarantee period are recorded as a deferred revenue liability. Payments for recruitment services are typically due within 90 days of completion of services. Career services revenues are recognized on a gross basis upon distribution of resumes or completion of training courses, which is the point at which the performance obligations are satisfied. Payments for career services are typically due upon distribution or completion of services. Marketing and publishing services revenues are recognized on a gross basis when the advertising is placed and displayed or when lead generation activities and online publications are completed, which is the point at which the performance obligations are satisfied. Payments for marketing and publishing are typically due within 30 days of completion of services. Deferred revenue results from transactions in which the Company has been paid for services by customers, but for which all revenue recognition criteria have not yet been met. Once all revenue recognition criteria have been met, the deferred revenues are recognized. Sales tax collected is recorded on a net basis and is excluded from revenue. Contract Assets The Company does not have any contract assets such as work-in-process. All trade receivables on the Company's balance sheet are from contracts with customers. Contract Costs Costs incurred to obtain a contract are capitalized unless they are short term in nature. As a practical matter, costs to obtain a contract that are short term in nature are expensed as incurred. The Company does not have any contract costs capitalized as of December 31, 2019 or 2018. Contract Liabilities - Deferred Revenue The Company's contract liabilities consist of advance customer payments and deferred revenue. Deferred revenue results from transactions in which the Company has been paid for services by customers, but for which all revenue recognition criteria have not yet been met. Once all revenue recognition criteria have been met, the deferred revenues are recognized. For each of the identified periods, revenues can be categorized into the following: Years ended December 31, 2019 and 2018: December 31, December 31, 2019 2018 Consulting and staffing services $ 4,792,607 $ - Permanent placement fees 274,030 130,719 License and other 486,388 - Career services 138,384 158,822 Marketing and publishing 306,578 539,379 Total revenue $ 5,997,987 $ 828,920 As of December 31, 2019 and 2018, deferred revenue amounted to $145,474 and $59,468 respectively. As of December 31, 2019, deferred revenues associated with placement services are $124,274 and we expect the recognition of such services to be $109,334 within the first three months of 2020 and $14,940 thereafter. As of December 31, 2019, deferred revenues associated with marketing services are $21,200 and we expect the recognition of such services to be within the first three months of 2020. Approximately 4% of our revenue for 2019 was from international sources. Costs of Revenue Costs of revenues consist of third party staffing costs and other fees, outsourced recruiter fees and net margin revenue share. Accounts Receivable Credit is extended to customers based on an evaluation of their financial condition and other factors. Management periodically assesses the Company's accounts receivable and, if necessary, establishes an allowance for estimated uncollectible amounts. Accounts determined to be uncollectible are charged to operations when that determination is made. The Company usually does not require collateral. We have recorded an allowance for doubtful accounts of $23,500 and $0 as of December 31, 2019 and 2018, respectively. Bad debt expense was $23,500 and $0 for the years ended December 31, 2019 and 2018, respectively. Concentration of Credit Risk and Significant Customers and Vendors As of December 31, 2019, three customers accounted for more than 10% of the accounts receivable balance, at 19%, 15%, and 13%, for a total of 47%. As of December 31, 2018, four customers accounted for more than 10% of the accounts receivable balance, at 24%, 22%, 21% and 12%, for a total of 79%. For the year ended December 31, 2019 two customers accounted for 49% of total revenue at 32% and 17%. For the year ended December 31, 2018 two customers accounted for 10% or more of total revenue, at 12% and 11%, for a total of 23%. We use a related party firm for software development and maintenance related to our website and the platform underlying our operations. One of our officers and principal shareholders is an employee of this firm but exerts control over this firm (see Note 12). We are a party to that certain license agreement with a related party firm (see Note 12). Pursuant to the license agreement the firm has granted us an exclusive license to use certain candidate matching software and render certain related services to us. If this relationship was terminated or if the firm was to cease doing business or cease to support the applications we currently utilize, we may be forced to expend significant time and resources to replace the licensed software. Further, the necessary replacements may not be available on a timely basis on favorable terms, or at all. If we were to lose the ability to use this software our business and operating results could be materially and adversely affected. Advertising and Marketing Costs The Company expenses all advertising and marketing costs as incurred. Advertising and marketing costs were $120,559 and $13,669 for the years ended December 31, 2019 and 2018, respectively. Fair Value of Financial Instruments and Fair Value Measurements The Company measures and discloses the fair value of assets and liabilities required to be carried at fair value in accordance with ASC 820, Fair Value Measurements and Disclosures. ASC 820 defines fair value, establishes a hierarchical framework for measuring fair value, and enhances fair value measurement disclosure. ASC 825 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes three levels of inputs that may be used to measure fair value: Level 1 - Quoted prices for identical assets or liabilities in active markets to which we have access at the measurement date. Level 2 - Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 - Unobservable inputs for the asset or liability. The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company's investment in available for sale securities and warrant derivative liabilities are measured at fair value. The securities are measured based on current trading prices using Level 1 fair value inputs. The Company's derivative instruments are valued using Level 3 fair value inputs. The Company does not have any other financial instruments which require re-measurement to fair value. The carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, and loans payable represent fair value based upon their short-term nature. A financial asset or liability's classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The table below summarizes the fair values of our financial assets and liabilities as of December 31, 2019: Fair Value at Fair Value Measurement Using 2019 Level 1 Level 2 Level 3 Available for sale marketable securities (Note 3) $ 44,766 $ 44,766 $ - $ - Derivative liability (Note 10) $ 612,042 $ - $ - $ 612,042 The reconciliation of the derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows for the year ended December 31, 2019: Balance at December 31, 2018 $ - Additions to derivative instruments 1,750,646 Gain on change in fair value of derivative liability (1,138,604 ) Balance at December 31, 2019 $ 612,042 Marketable Securities On January 1, 2018, the Company adopted Accounting Standards Update ("ASU") 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. The fair value allowance of the securities of $489,591 at December 31, 2017 has been reclassified to accumulated deficit from accumulated other comprehensive income at January 1, 2018 as a cumulative effect adjustment using the modified prospective method of adoption. The unrealized loss on the marketable securities during the years ended December 31, 2019 and 2018 has been included in a separate line item on the statement of operations, Net Recognized Loss on Marketable Securities. Noncontrolling Interest in Majority Owned Subsidiary The Company follows ASC 810-10-65, Noncontrolling Interests in Consolidated Financial Statements, an amendment of Accounting Research Bulletin No. 51. This ASC clarifies that a noncontrolling (minority) interest in a subsidiary is an ownership interest in the entity that should be reported as equity in the consolidated financial statements. It also requires consolidated net income to include the amounts attributable to both the parent and noncontrolling interest, with disclosure on the face of the consolidated income statement of the amounts attributed to the parent and to the noncontrolling interest. In accordance with ASC 810-10-45-21, those losses attributable to the parent and the noncontrolling interest in subsidiaries may exceed their interests in the subsidiary's equity. The excess and any further losses attributable to the parent and the noncontrolling interest shall be attributed to those interests even if that attribution results in a deficit noncontrolling interest balance. The average noncontrolling interest percentage in RGI was 10.04% for the three months ended March 31, 2019 and 6.66% for the year ended December 31, 2018. The change in percentage in 2019 and 2018 results from the issuance of RGI common stock upon the conversion of RGI preferred stock. There was no noncontrolling interest after the March 31, 2019 recapitalization. Software Costs We capitalize certain software development costs incurred in connection with developing or obtaining software for internal use when both the preliminary project stage is completed and it is probable that the software will be used as intended. Capitalization ceases after the software is operational; however, certain upgrades and enhancements may be capitalized if they add functionality. Capitalized software costs include only (i) external direct costs of materials and services utilized in developing or obtaining software, (ii) compensation and related benefits for employees who are directly associated with the software project and (iii) interest costs incurred while developing internal-use software. Intangible Assets Intangible assets consist primarily of the assets acquired from Genesys, including customer contracts and intellectual property, acquired on March 31, 2019 (see Note 13). Amortization expense will be recorded on the straight line basis over the estimated economic lives of three years. Intangible assets also included internal use software development costs for the Company's website and iPhone App. These costs were not placed in service and the Company has no plans to place these assets in service in the foreseeable future. We have fully impaired these assets at December 31, 2019 (see Note 4). Business Combinations For all business combinations (whether partial, full or step acquisitions), the Company records 100% of all assets and liabilities of the acquired business, including goodwill, generally at their fair values; contingent consideration, if any, is recognized at its fair value on the acquisition date and, for certain arrangements, changes in fair value are recognized in earnings until settlement and acquisition-related transaction and restructuring costs are expensed rather than treated as part of the cost of the acquisition. Goodwill In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Goodwill is comprised of the purchase price of business combinations in excess of the fair value assigned at acquisition to the net tangible and identifiable intangible assets acquired. Goodwill is not amortized. The Company tests goodwill for impairment for its reporting units on an annual basis, or when events occur or circumstances indicate the fair value of a reporting unit is below its carrying value. The Company performs its annual goodwill and impairment assessment on December 31st of each year (see Note 4). When evaluating the potential impairment of goodwill, management first assess a range of qualitative factors, including but not limited to, macroeconomic conditions, industry conditions, the competitive environment, changes in the market for the Company's products and services, regulatory and political developments, entity specific factors such as strategy and changes in key personnel, and the overall financial performance for each of the Company's reporting units. If, after completing this assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we then proceed to the impairment testing methodology primarily using the income approach (discounted cash flow method). We compare the carrying value of the reporting unit, including goodwill, with its fair value, as determined by its estimated discounted cash flows. If the carrying value of a reporting unit exceeds its fair value, then the amount of impairment to be recognized is recognized as the amount by which the carrying amount exceeds the fair value. When required, we arrive at our estimates of fair value using a discounted cash flow methodology which includes estimates of future cash flows to be generated by specifically identified assets, as well as selecting a discount rate to measure the present value of those anticipated cash flows. Estimating future cash flows requires significant judgment and includes making assumptions about projected growth rates, industry-specific factors, working capital requirements, weighted average cost of capital, and current and anticipated operating conditions. The use of different assumptions or estimates for future cash flows could produce different results. Long-lived assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the book value of the asset may not be recoverable. The Company periodically evaluates whether events and circumstances have occurred that indicate possible impairment. When impairment indicators exist, the Company estimates the future undiscounted net cash flows of the related asset or asset group over the remaining life of the asset in measuring whether or not the asset values are recoverable (see Note 4). Stock-Based Compensation We account for our stock-based compensation under ASC 718 "Compensation – Stock Compensation" using the fair value based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the shorter of the service period or the vesting period of the stock-based compensation. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option pricing model. Determining the fair value of stock-based compensation at the grant date under this model requires judgment, including estimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value of stock-based compensation represent the Company's best estimates, but these estimates involve inherent uncertainties and the application of management judgment. Through December 31, 2018 we used the fair value method for equity instruments granted to non-employees and used the Black-Scholes model for measuring the fair value of options. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods. On January 1, 2019, the Company adopted ASU 2018-07, which substantially aligns stock-based compensation for employees and non-employees and accounts for non-employee share-based awards in accordance with the measurement and recognition criteria of ASC 718. The Company used the modified prospective method of adoption. There was no cumulative effect of the adoption of ASC 718. Income Taxes We utilize ASC 740 "Income Taxes" which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. The Company recognizes the impact of a tax position in the financial statements only if that position is more likely than not to be sustained upon examination by taxing authorities, based on the technical merits of the position. Our practice is to recognize interest and/or penalties, if any, related to income tax matters in income tax expense. Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with various accounting standards. ASC 480 "Distinguishing Liabilities From Equity" provides that instruments convertible predominantly at a fixed rate resulting in a fixed monetary amount due upon conversion with a variable quantity of shares ("stock settled debt") be recorded as a liability at the fixed monetary amount. ASC 815 "Derivatives and Hedging" generally provides three criteria that, if met, require companies to |
Going Concern
Going Concern | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Going Concern [Abstract] | ||
GOING CONCERN | NOTE 2 — GOING CONCERN These unaudited condensed consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company's management has evaluated whether there is substantial doubt about the Company's ability to continue as a going concern and has determined that substantial doubt existed as of the date of the end of the period covered by this report. This determination was based on the following factors: (i) the Company has a working capital deficit as of June 30, 2020 and the Company's available cash as of the date of this filing will not be sufficient to fund its anticipated level of operations for the next 12 months; (ii) the Company will require additional financing for the fiscal year ending December 31, 2020 to continue at its expected level of operations; and (iii) if the Company fails to obtain the needed capital, it will be forced to delay, scale back, or eliminate some or all of its development activities or perhaps cease operations. In the opinion of management, these factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern as of the date of the end of the period covered by this report and for one year from the issuance of these unaudited condensed consolidated financial statements. The Company completed rounds of funding during 2019. Additionally, during 2020 the Company raised approximately $3 million in gross proceeds through the issuance of convertible debentures and warrants as more fully disclosed in Note 8. However, there is no assurance that the Company will be successful in any other capital-raising efforts that it may undertake to fund operations during the next 12 months. The Company anticipates that it will issue equity and/or debt securities as a source of liquidity, until it begins to generate positive cash flow to support its operations. Any future sales of securities to finance operations will dilute existing shareholders' ownership. The Company cannot guarantee when or if it will generate positive cash flow. In March 2020, the outbreak of COVID-19 (coronavirus) caused by a novel strain of the coronavirus was recognized as a pandemic by the World Health Organization, and the outbreak has become increasingly widespread in the United States, including in each of the areas in which the Company operates. While to date the Company has not been required to stop operating, management is evaluating its use of its office space, virtual meetings and the like. We have reduced certain billing rates to respond to the current economic climate. Additionally, while we have experienced, and could continue to experience, a loss of clients as the result of the pandemic, we expect that the impact of such attrition would be mitigated by the addition of new clients resulting from our continued efforts to adjust the Company's operations to address changes in the recruitment industry. The extent to which the COVID-19 pandemic will impact our operations, ability to obtain financing or future financial results is uncertain at this time. Management has spent time evaluating shifting market demands and adjusting the Company's focus. Due to the effects of COVID-19, the Company took steps to streamline certain expenses, such as temporarily cutting certain executive compensation packages by approximately 20%. Management also worked to reduce unnecessary marketing expenditures and worked to improve staff and human capital expenditures, while maintaining overall workforce levels. The Company expects to resume certain expenses, such as compensation, later in 2020 if conditions warrant. The Company expects but cannot guarantee that demand for its recruiting solutions will improve in the second half of 2020, as certain clients re-open or accelerate their hiring initiatives, and new clients utilize our services. The Company does not expect reductions made in the second quarter of 2020 due to COVID-19 will inhibit its ability to meet client demand. Overall, management is focused on effectively positioning the Company for a rebound in hiring which we expect in the second half of 2020. Ultimately, the recovery may be delayed and the economic conditions may worsen. The Company continues to closely monitor the confidence of its recruiter users and customers, and their respective job requirement load through offline discussions and the Company's Recruiter Index survey. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. | NOTE 2 — GOING CONCERN These consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company's management has evaluated whether there is substantial doubt about the Company's ability to continue as a going concern and has determined that substantial doubt existed as of the date of the end of the period covered by this report. This determination was based on the following factors: (i) the Company has a working capital deficit as of December 31, 2019 and the Company's available cash as of the date of this filing will not be sufficient to fund its anticipated level of operations for the next 12 months; (ii) the Company will require additional financing for the fiscal year ending December 31, 2020 to continue at its expected level of operations; and (iii) if the Company fails to obtain the needed capital, it will be forced to delay, scale back, or eliminate some or all of its development activities or perhaps cease operations. In the opinion of management, these factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern as of the date of the end of the period covered by this report and for one year from the issuance of these consolidated financial statements. The Company recently completed rounds of funding in the first, second and fourth quarters of 2019. However, there is no assurance that the Company will be successful in any other capital-raising efforts that it may undertake to fund operations during the next 12 months. The Company anticipates that it will issue equity and/or debt securities as a source of liquidity, until it begins to generate positive cash flow to support its operations. Any future sales of securities to finance operations will dilute existing shareholders' ownership. The Company cannot guarantee when or if it will generate positive cash flow. In March 2020, the outbreak of COVID-19 (coronavirus) caused by a novel strain of the coronavirus was recognized as a pandemic by the World Health Organization, and the outbreak has become increasingly widespread in the United States, including in each of the areas in which the Company operates. While to date the Company has not been required to stop operating, management is evaluating its use of its office space, virtual meetings and the like. The Company continues to monitor the impact of the COVID-19 (coronavirus) outbreak closely. The extent to which the COVID-19 (coronavirus) outbreak will impact our operations, ability to obtain financing or future financial results is uncertain. The accompanying consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. |
Investment in Available for Sal
Investment in Available for Sale Marketable Securities | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
INVESTMENT IN AVAILABLE FOR SALE MARKETABLE SECURITIES | NOTE 3 — INVESTMENT IN AVAILABLE FOR SALE MARKETABLE SECURITIES The Company's investment in marketable equity securities is being held for an indefinite period and thus have been classified as available for sale. Cost basis of securities held as of June 30, 2020 and December 31, 2019 was $629,720 and $708,541, respectively, and accumulated unrealized losses were $620,703 and $663,775 as of June 30, 2020 and December 31, 2019, respectively. The value of available for sale marketable securities was $9,017 as of June 30, 2020, based on 261,333 shares of common stock held in two entities with an average per share market price of approximately $0.04. Net recognized gains (losses) on equity investments were as follows: Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Net realized gains (losses) on investment sold $ (401 ) $ - $ (2,543 ) $ - Net unrealized gains (losses) on investments still held 447 (92,500 ) (16,197 ) (101,417 ) Total $ 46 $ (92,500 ) $ (18,740 ) $ (101,417 ) The reconciliation of the investment in marketable securities is as follows for the six months ended June 30, 2020 and 2019: June 30, June 30, 2020 2019 Balance – December 31 $ 44,766 $ 33,917 Additions - 240,000 Proceeds on sales of securities (17,009 ) - Recognized losses (18,740 ) (101,417 ) Balance – June 30 $ 9,017 $ 172,500 | NOTE 3 — INVESTMENT IN AVAILABLE FOR SALE MARKETABLE SECURITIES The Company's investment in marketable equity securities is being held for an indefinite period and thus have been classified as available for sale. Cost basis of securities held as of December 31, 2019 and 2018 was $708,541 and $587,000, respectively, and accumulated unrealized losses were $663,775 and $553,083 as of December 31, 2019 and 2018, respectively. The value of available for sale marketable securities was $44,766 as of December 31, 2019, based on 589,753 shares of common stock held in two entities with an average per share market price of approximately $0.08. Net recognized gains (losses) on equity investments were as follows: Years Ended December 31, 2019 2018 Net realized gains (losses) on investment sold $ (49,757 ) $ (1,792 ) Net unrealized gains (losses) on investments still held (110,692 ) (99,416 ) Total $ (160,449 ) $ (101,208 ) The reconciliation of the investment in marketable securities is as follows for the years ended December 31, 2019 and 2018: December 31, December 31, 2019 2018 Balance – January 1 $ 33,917 $ 135,409 Additions 240,000 - Proceeds on sales of securities (68,702 ) (284 ) Recognized losses (160,449 ) (101,208 ) Balance – December 31 $ 44,766 $ 33,917 |
Intangible Assets
Intangible Assets | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
INTANGIBLE ASSETS | NOTE 4 — INTANGIBLE ASSETS Amortization expense of intangible assets was $159,173 and $318,346 for the three and six months ended June 30, 2020, respectively. Future amortization of intangible assets is expected to be approximately $318,000 for 2020, $637,000 for 2021 and $159,000 for 2022. | NOTE 4 — GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill Goodwill is derived from the Genesys acquisition (see Note 13). The Company performed its most recent annual goodwill impairment test as of December 31, 2019 using market data and discounted cash flow analysis. Based on that test, we have determined that goodwill was impaired in the amount of $3,000,000, primarily due to the market capitalization of the Company's common stock. The changes in the carrying amount of goodwill for the years ended December 31, 2019 and 2018 are as follows: December 31, December 31, Carrying value – January 1 $ - $ - Goodwill acquired during the year 6,517,315 - 6,517,315 - Accumulated impairment losses (3,000,000 ) - Carrying value – December 31 $ 3,517,315 $ - Intangible Assets Intangible assets totaling $1,910,072 as disclosed in the table below consist of the assets acquired from Genesys, including customer contracts and intellectual property, acquired on March 31, 2019 (see Note 13). We also had capitalized software costs of $113,020 relating to our website and iPhone App developed for internal use. These costs were not placed in service and were not amortized and the Company has no plans to place these assets in service in the foreseeable future. The Company capitalized $11,500 of costs in 2019. We have fully impaired these assets at December 31, 2019. Intangible assets are summarized as follows: December 31, December 31, Customer contracts $ 183,107 $ - License 1,726,965 - Software costs - 101,520 1,910,072 101,520 Less accumulated amortization (477,518 ) - Carrying value $ 1,432,554 $ 101,520 Amortization expense of intangible assets was $477,518 for the year ended December 31, 2019. Impairment of intangible assets other than goodwill was $113,020 for the year ended December 31, 2019. Future amortization of intangible assets is expected to be approximately $637,000 for 2020 and 2021 and $159,000 for 2022. |
Liability for Sale of Future Re
Liability for Sale of Future Revenues | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Liability for Future Policy Benefit, after Reinsurance [Abstract] | ||
LIABILITY FOR SALE OF FUTURE REVENUES | NOTE 5 — LIABILITY FOR SALE OF FUTURE REVENUES At June 30, 2020 we are party to two agreements related to the sale of future revenues. Both agreements are with the same party, have substantially the same terms, and were entered into in December 2019. Discounts related to the agreements will be amortized to expense over the term of the agreements. During the three and six months ended June 30, 2020, we amortized $33,833 and $65,809 of discount, respectively, to interest expense. Unamortized discount is $69,832 at June 30, 2020. The Company has granted a continuing security interest in the following, to the extent and in the amount of the purchased receivables: all assets including the following property that the Company now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to the Company now or in the future from any customers; and (ii) all other tangible and intangible personal property of every kind and nature. | NOTE 5 — LIABILITY FOR SALE OF FUTURE REVENUES At December 31, 2019 we are party to two agreements related to the sale of future revenues. Both agreements are with the same party, have substantially the same terms, and were entered into in December 2019. We received an aggregate of $424,510 in proceeds pursuant to the agreements. The funds advanced under the agreements will be repaid through 52 weekly payments of $5,452 for each agreement, or a total of $10,904 per week. Total payments will aggregate $567,001. As a result, we have recorded a discount of $142,491, which will be amortized to expense over the term of the agreements. During 2019, we amortized $6,851 of discount to interest expense. Unamortized discount is $135,640 at December 31, 2019. The Company has granted a continuing security interest in the following, to the extent and in the amount of the purchased receivables: all assets including the following property that the Company now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to the Company now or in the future from any customers; and (ii) all other tangible and intangible personal property of every kind and nature. |
Receivables Financing Agreement
Receivables Financing Agreement | 6 Months Ended |
Jun. 30, 2020 | |
Receivables [Abstract] | |
RECEIVABLES FINANCING AGREEMENT | NOTE 6 — RECEIVABLES FINANCING AGREEMENT In January 2020 we entered into an agreement with a lender that provides advances against the collection of accounts receivable. Advances made under the agreement are generally repayable in 45 days from the date of the advance and bear interest at 1.5% per month. Advances received under the agreement aggregated $180,778. In April 2020, the lender informed the Company that it would not be able to advance additional funds pursuant to this arrangement due to the impact of the COVID-19 pandemic. We repaid $112,622 during the three months ended June 30, 2020 and remaining advances payable were $68,156 at June 30, 2020. |
Loans Payable
Loans Payable | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Loans Payable [Abstract] | ||
LOANS PAYABLE | NOTE 7 — LOANS PAYABLE Lines of Credit At June 30, 2020 and December 31, 2019 we are party to two lines of credit with outstanding balances of $0. Advances under each of these lines of credit mature within 12 months of the advances. Availability under the two lines was $91,300 at June 30, 2020; however, due to COVID -19 uncertainty (see Note 2), the availability under both lines has been suspended in 2020. Term Loans We have outstanding balances of $90,440 and $103,800 pursuant to two term loans as of June 30, 2020 and December 31, 2019, respectively, which mature in 2023. The loans have variable interest rates, with current rates at 6.0% and 7.76%, respectively. Current monthly payments under the loans are $1,691 and $1,008, respectively. One of the term loans is a Small Business Administration ("SBA") loan. As a result of the COVID-19 uncertainty, the SBA is paying the loan for a period of six months. The SBA made payments on our behalf of $7,262 during the three months ended June 30, 2020, which have been recorded as grant income in the financial statements. These payments were applied $5,964 to principal and $1,298 to interest expense. The status of these loans as of June 30, 2020 and December 31, 2019 are summarized as follows: June 30, December 31, Term loans $ 90,440 $ 103,800 Less current portion (27,335 ) (25,934 ) Non-current portion $ 63,105 $ 77,866 Future principal payments under the term notes are as follows: Year Ending December 31, 2020 $ 13,386 2021 28,195 2022 30,133 2023 18,726 Total minimum principal payments $ 90,440 Our Chief Executive Officer, who is also a shareholder, has personally guaranteed the loans described above. Paycheck Protection Program Loan During April and May 2020 the Company, through its four subsidiaries, received an aggregate of $398,545 in loans borrowed from a bank pursuant to the Paycheck Protection Program under the CARES Act guaranteed by the SBA, which we expect to be forgiven in part or in full, subject to our compliance with the conditions of the Paycheck Protection Program. If not forgiven, the terms on the note provide for interest at 1% per year and the note mature in 24 months, with 18 monthly payments beginning after the initial 6 month deferral period for payments. Since we expect the loans to be forgiven, we have classified them as long term at June 30, 2020. | NOTE 6 — LOANS PAYABLE At December 31, 2019 and 2018, we are party to two lines of credit with outstanding balances of $0 and $81,067, respectively. Advances under each of these lines of credit mature within 12 months of the advances. Availability under the two lines was $91,300 at December 31, 2019; however, due to COVID -19 uncertainty (see Note 15), the availability under both lines has been suspended in 2020. We have outstanding balances of $103,800 and $127,767 pursuant to two term loans as of December 31, 2019 and 2018, respectively, which mature in 2023. The loans have variable interest rates, with current rates at 7.75% and 7.76%, respectively. Current monthly payments under the loans are $1,759 and $1,008, respectively. The status of these loans as of December 31, 2019 and 2018 are summarized as follows: December 31, December 31, Lines of credit and loan agreements $ - $ 81,067 Term loans 103,800 127,767 103,800 208,834 Less current portion (25,934 ) (105,028 ) Non-current portion $ 77,866 $ 103,806 Future principal payments under the lines of credit and term notes are as follows: Year Ending December 31, 2020 $ 25,934 2021 28,136 2022 30,492 2023 19,238 Total minimum principal payments $ 103,800 Our Chief Executive Officer, who is also a shareholder, has personally guaranteed the loans described above. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 7 — NOTES PAYABLE On November 27, 2018, RGI borrowed $50,000 and issued a $55,000 10% Original Issue Discount Promissory Note. The note matures on or before the earlier of (i) the 90th day subsequent to the issuance date of the note, and (ii) the Company's receipt of a minimum of $1,000,000 as a result of the Company closing the sale (the "financing") of any equity or debt securities of the Company (either, a "Maturity Date"). At the Company's option, upon the Maturity Date the Company may convert all principal and interest owed to the Payee pursuant to this note into securities of the Company identical to those offered and on the same terms as those offered to the investors in the financing. Interest shall accrue on the outstanding principal balance of this note at the rate of 5% per year. The discount of $5,000 is being amortized over 90 days. During the three months ended March 31, 2019 we amortized $3,056 as interest expense. In February 8, 2019, RGI borrowed $45,005, net of original issue discount of $10,000 and other deductions of $4,995, from an institutional investor and issued the investor a $60,000 Original Issue Discount Promissory Note (the "February Note"). The February Note bears interest at 5% per annum and matures on the earlier of (i) 90 days after issuance, or (ii) RGI's receipt of a minimum of $1,000,000 as a result of RGI closing the sale (the "financing") of any equity or debt securities. RGI may cause the holder to convert all principal and interest owed under the February Note into securities of RGI identical to those offered to investors in the $1,000,000 financing. Further, the holder of the February Note has the option to use all principal and interest owed under the Note as consideration to purchase securities in any future RGI financing at any time. As additional consideration for the February Note, RGI issued the holder warrants to purchase 75,000 shares of RGI's common stock, exercisable for a period of five years from the date of issuance at an exercise price of $1.60 per share subject to adjustment upon the occurrence of certain events including RGI's issuance of future securities. We valued the warrants at $42,000 based on its relative fair value and recorded that amount as debt discount. We also recorded the $10,000 original issue discount amount of debt discount. During the three months ended March 31, 2019 we amortized $29,467 as interest expense. Effective March 31, 2019, the $115,000 total principal amount of the Notes, $1,379 of accrued interest and the related warrants (see Note 10 "Stock Options and Warrants" and Note 8) were exchanged for shares of the newly authorized Series D Preferred Stock of the Company. The effects of the exchange are included in the 389,036 deemed issuance of preferred shares as part of the recapitalization line item in the consolidated statement of stockholders' equity. Pre-Merger Recruiter.com had issued three notes totaling $250,000. Of these, two notes totaling $150,000 were held by shareholders. The notes bore interest at 25% per year and were due on January 28, 2018. These notes were not extended and were due on demand. The notes were collateralized by certain marketable securities held by Pre-Merger Recruiter.com. Effective March 31, 2019, the notes and related accrued interest totaling $383,947 were cancelled in connection with the issuance of the Series E preferred stock to the Recruiter.com shareholders and the note holders were allocated shares of the Series E Preferred Stock. This amount has been credited to paid-in capital (see Note 9). |
Convertible Notes Payable
Convertible Notes Payable | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Convertible Note Payable [Abstract] | ||
CONVERTIBLE NOTES PAYABLE | NOTE 8 — CONVERTIBLE NOTES PAYABLE In May and June 2020, the Company entered into a Securities Purchase Agreement, effective May 28, 2020 (the "Purchase Agreement") with several accredited investors (the "Purchasers"). Four of the investors had previously invested in the Company's preferred stock. Pursuant to the Purchase Agreement, the Company sold to the Purchasers a total of (i) $2,953,125 in the aggregate principal amount of 12.5% Original Issue Discount Senior Subordinated Secured Convertible Debentures (the "Debentures"), and (ii) 1,845,703 common stock purchase warrants (the "Warrants"), which represents 100% warrant coverage. The Company received a total of $2,226,000 in net proceeds from the offering, after deducting the 12.5% original issue discount of $328,125, offering expenses and commissions, including the placement agent's commission and fees of $295,000, reimbursement of the placement agent's and lead investor's legal fees and the Company's legal fees in the aggregate amount of $100,000 and escrow agent fees of $4,000. The Company also agreed to issue to the placement agent, as additional compensation, 369,141 common stock purchase warrants exercisable at $2.00 per share. The Debentures mature on May 28, 2021, subject to a six-month extension at the Company's option. The Debentures bear interest at 8% per annum payable quarterly, subject to an increase in case of an event of default as provided for therein. The Debentures are convertible into shares of Common Stock at any time following the date of issuance at the Purchasers' option at a conversion price of $1.60 per share, subject to certain adjustments. The Debentures are subject to mandatory conversion in the event the Company closes an equity offering of at least $5,000,000 resulting in the listing of the Company's common stock on a national securities exchange. The Debentures rank senior to all existing and future indebtedness of the Company and its subsidiaries, except for approximately $508,000 of outstanding senior indebtedness. The Company may prepay the Debentures at any time at a premium as provided for therein. The Warrants are exercisable for three years from May 28, 2020 at an exercise price of $2.00 per share, subject to certain adjustments. The Company's obligations under the Purchase Agreement and the Debentures are secured by a first priority lien on all of the assets of the Company and its subsidiaries pursuant to a Security Agreement, effective May 28, 2020 (the "Security Agreement") by and among the Company, its wholly-owned subsidiaries, and the Purchasers, subject to certain existing senior liens. The Company's obligations under the Debentures are guaranteed by the Company's subsidiaries. The Purchase Agreement contains customary representations, warranties and covenants of the Company, including, among other things and subject to certain exceptions, covenants that restrict the ability of the Company and its subsidiaries, without the prior written consent of the Debenture holders, to incur additional indebtedness, including further advances under a certain pre-existing secured loan, and repay outstanding indebtedness, create or permit liens on assets, repurchase stock, pay dividends or enter into transactions with affiliates. The Debentures contain customary events of default, including, but not limited to, failure to observe covenants under the Debentures, defaults on other specified indebtedness, loss of admission to trading on OTCQB or another applicable trading market, and occurrence of certain change of control events. Upon the occurrence of an event of default, an amount equal to 130% of the principal, accrued but unpaid interest, and other amounts owing under each Debenture will immediately come due and payable at the election of each Purchaser, and all amounts due under the Debentures will bear interest at an increased rate. Pursuant to the Purchase Agreement, the Purchasers have certain participation rights in future equity offerings by the Company or any of its subsidiaries for a period of 24 months after the closing, subject to customary exceptions. The Debentures and the Warrants also contain certain price protection provisions providing for adjustment of the number of shares of Common Stock issuable upon conversion of the Debentures and/or exercise of the Warrants and the conversion or exercise price in case of future dilutive offerings. We have incurred a total of $1,299,677 of debt costs related to the sale of the Debentures, including commissions, costs and fees of $366,500. We have also recorded a cost related to the fair value of the placement agent warrants of $933,177 (see Note 10). The costs are being amortized over the life of the notes. Amortization expense was $71,664 for the three and six months ended June 30, 2020, respectively. Unamortized debt costs were $1,228,013 at June 30, 2020. We have recorded a total of $1,653,448 of debt discount related to the sale of the Debentures, including original issue discount of $328,125. We have also recorded a discount related to the fair value of the warrants issued with the debt of $1,325,323 (see Note 10). The discount is being amortized over the life of the notes. Amortization expense was $77,412 for the three and six months ended June 30, 2020, respectively. Unamortized debt costs were $1,576,036 at June 30, 2020. | NOTE 8 — CONVERTIBLE NOTES PAYABLE Pre-Merger Recruiter.com had issued four convertible notes totaling $255,000 as of March 31, 2019. Of these notes, two notes totaling $200,000 were held by shareholders. The notes were due on demand and bore interest at 10% per year. The notes could have been converted into preferred stock of Pre-Merger Recruiter.com at any time after such preferred stock was offered for sale. The conversion price was 75% of the price paid by investors. No preferred stock was authorized or offered for sale by Pre-Merger Recruiter.com. On March 31, 2019, the notes and related accrued interest totaling $322,554 were cancelled in connection with the Merger and the note holders were allocated shares of the Series E Preferred Stock of the Company issued to the shareholders of Pre-Merger Recruiter.com as consideration in the Merger. This amount has been credited to paid-in capital (see Note 9). |
Stockholders' Equity (Deficit),
Stockholders' Equity (Deficit), Temporary Equity and Noncontrolling Interests | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
STOCKHOLDERS' EQUITY (DEFICIT), TEMPORARY EQUITY AND NONCONTROLLING INTERESTS | NOTE 9 — STOCKHOLDERS' EQUITY (DEFICIT), TEMPORARY EQUITY AND NONCONTROLLING INTERESTS Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock, par value $0.0001 per share. As of June 30, 2020 and December 31, 2019, the Company had 1,332,822 and 1,329,300 shares of preferred stock issued and outstanding, respectively. Series D Convertible Preferred Stock During 2020 we have issued to the holders of Series D Preferred Stock an aggregate of 106,134 additional shares of Series D Preferred Stock as consideration for waivers of penalties discussed below. In February 2020, the Company issued 161,250 shares of its common stock upon conversion of 12,900 shares of its Series D Preferred Stock. On June 9, 2020, the Company sold 1,375 Series D preferred stock units (the "Units") at a purchase price of $18.1818 per Unit, taking into account a 10% discount, each Unit consisting of one share of Series D Preferred Stock and a warrant to purchase 6.25 shares of common stock, subject to adjustment as provided for therein. The Series D Preferred Stock sold in the financing converts into a minimum of 17,188 shares of common stock. The Company received gross proceeds of $25,000 from the sale of the Units. The 8,594 warrants are exercisable for five years from the issuance date at an exercise price of $4.80 per share, subject to adjustment as provided for therein. In June 2020, the Company issued 157,000 shares of its common stock upon conversion of 12,560 shares of its Series D Preferred Stock. Series E Convertible Preferred Stock In January 2020, the Company issued 39,260 shares of its common stock upon conversion of 3,141 shares of Series E Preferred Stock. Series F Convertible Preferred Stock In January and February 2020, the Company issued 803,414 shares of its common stock upon conversion of 64,272 shares of Series F Preferred Stock. In April 2020, the Company issued 138,926 shares of its common stock upon conversion of 11,114 shares of Series F Preferred Stock. Preferred Stock Penalties On March 31, 2019, we entered into certain agreements with investors pursuant to which we issued convertible preferred stock and warrants, as described above. Each of the series of preferred stock and warrants required us to reserve shares of common stock in the amount equal to two times the common stock issuable upon conversion of the preferred stock and exercise of the warrants. We did not comply in part due to our attempts to manage the Delaware tax which increases to a maximum of $200,000 as the authorized capital increases without the simultaneous increase in the number of shares outstanding. In May 2020 following stockholder approval at a special meeting the Company effected a reincorporation from Delaware to Nevada and a simultaneous increase in our authorized common stock from 31,250,000 shares to 250,000,000 shares, which we expect will be sufficient to meet the reserve requirements. As of December 31, 2019, we estimated that we owed approximately $6 million in penalties (prior to any waivers of penalties) to holders of preferred stock. Subsequent to December 31, 2019, we have received waivers from a substantial number of the preferred shareholders with respect to these penalties. We have agreed to issue to the holders of Series D Preferred Stock an aggregate of 106,134 additional shares of Series D Preferred Stock (valued at $1,929,516) as consideration for the waivers. We have accrued this cost at December 31, 2019. Additionally, certain holders of Series E and Series F Preferred Stock have not waived the penalties. We have accrued $308,893 at December 31, 2019 related to these Series E and Series F Preferred holders. Because of our ongoing liquidity problems, we will be required to cease operations if faced with material payment requests from investors who did not agree to waive the penalties. The total accrued penalty amount of $2,238,314 was included in accrued expenses on the balance sheet at December 31, 2019. The $1,929,516 accrual was reclassified to equity during the three months ended March 31, 2020 as a result of our issuance of the 106,134 shares of Series D Preferred Stock. At June 30, 2020, the remaining balance of $308,798 is included in accrued expense on the balance sheet. Common Stock The Company is authorized to issue 250,000,000 shares of common stock, par value $0.0001 per share. The number of shares of common stock the Company is authorized to issue was increased from 31,250,000 shares to 250,000,000 shares in connection with the reincorporation from Delaware to Nevada in May 2020. As of June 30, 2020 and December 31, 2019 the Company had 5,009,508 and 3,619,658 shares of common stock outstanding, respectively. On February 1, 2019, the Company granted to Evan Sohn, its Executive Chairman and CEO, 43,423 shares of restricted common stock, which vested on February 1, 2020. We recognized compensation expense of $12,665 during the six months ended June 30, 2020. On May 14, 2019, the Company granted to Mr. Sohn 451,170 shares of restricted common stock, which vested on February 1, 2020. We recognized compensation expense of $318,473 during the six months ended June 30, 2020. On December 23, 2019 the Company granted to a consultant 312,500 restricted stock units (the "RSUs") pursuant to a consultant agreement. The RSUs vest 63,500 upon grant with the balance vesting monthly in equal installments beginning January 1, 2020 and ending November 1, 2020, subject to the consultants continued service to the Company on each vesting date. The RSU award has been valued at $343,750 and compensation expense will be recorded over the respective vesting periods. We recognized compensation expense of $74,999 and $149,998 during the three and six months ended June 30, 2020, respectively. The shares have not been issued at June 30, 2020. The vested shares will be issued at the earlier of the final vesting period or the termination of services. Effective January 15, 2020 the Company entered into a consulting agreement. Pursuant to the agreement the Company agreed to issue 60,000 shares of restricted common stock, plus a payment of $15,000. The shares are fully vested upon issuance and have been valued at $75,000, based on the quoted market price of our common stock on the grant date. The shares were issued on April 3, 2020. We have recorded compensation expense of $37,500 and $68,750 for the share portion of the agreement during the three and six months ended June 30, 2020, respectively, and expense of $7,500 and $13,750 for the cash portion during the three months ended June 30, 2020, respectively. Prepaid expense of $6,250 for the stock portion and $1,250 for the cash portion was recorded at June 30, 2020. Effective January 15, 2020 the Company entered into a consulting agreement. Pursuant to the agreement the Company agreed to issue 30,000 shares of restricted common stock, earned monthly over the three month term of the agreement. The shares are fully vested upon issuance and have been valued at $45,500, based on the quoted market price of our common stock on the vesting dates. The shares were issued on April 3, 2020. We have recorded compensation expense of $6,500 and $45,500 during the three and six months ended June 30, 2020, respectively. In January 2020, the Company issued 39,260 shares of its common stock upon conversion of 3,141 shares of Series E Preferred Stock. In January and February 2020, the Company issued 803,414 shares of its common stock upon conversion of 64,272 shares of Series F Preferred Stock. In February 2020, the Company issued 161,250 shares of its common stock upon conversion of 12,900 shares of its Series D Preferred Stock. In April 2020, the Company issued 138,926 shares of its common stock upon conversion of 11,114 shares of Series F Preferred Stock. In June 2020, the Company issued 157,000 shares of its common stock upon conversion of 12,560 shares of its Series D Preferred Stock. On June 18, 2020 the Company awarded to Mr. Sohn 554,000 restricted stock units (the "RSUs") subject to and issuable upon the listing of the Company's common stock on the Nasdaq Capital Market or NYSE American, or any successor of the foregoing (the "Uplisting"). The RSUs will vest over a two-year period from the date of the Uplisting in equal quarterly installments on the last day of each calendar quarter, with the first portion vesting on the last day of the calendar quarter during which the Uplisting takes place, subject to Mr. Sohn serving as an executive officer of the Company on each applicable vesting date, provided that the RSUs shall vest in full immediately upon the termination of Mr. Sohn's employment by the Company without Cause (as defined in the Employment Agreement). The RSU award has been valued at $1,662,000 and compensation expense will be recorded over the estimated vesting period. We recognized compensation expense of $30,218 during the three and six months ended June 30, 2020, respectively. The shares have not been issued at June 30, 2020. | NOTE 9 — STOCKHOLDERS' EQUITY (DEFICIT), TEMPORARY EQUITY AND NONCONTROLLING INTERESTS Effective March 31, 2019, RGI completed the Merger with Pre-Merger Recruiter.com. At the effective time of the Merger, RGI's newly formed wholly-owned subsidiary merged with and into Pre-Merger Recruiter.com, with Pre-Merger Recruiter.com continuing as the surviving corporation and a wholly-owned subsidiary of RGI. As consideration in the Merger, the equity holders of Pre-Merger Recruiter.com received a total of 775,000 shares of Series E Preferred Stock of RGI convertible into 9,687,500 shares of RGI's common stock. As a result, the former shareholders of Pre-Merger Recruiter.com controlled approximately 90% of RGI's outstanding common stock (see below) and in excess of 50% of the total voting power. Prior to the Merger, RGI, Pre-Merger Recruiter.com and VocaWorks were parties to the License Agreement. In consideration for the license, Pre-Merger Recruiter.com received 1,562,500 shares of RGI's common stock. Pre-Merger Recruiter.com also received the right to receive shares of the Series B Preferred Stock upon achievement of certain milestones specified in the License Agreement. As a result, immediately prior to the completion of the Merger, Pre-Merger Recruiter.com owned approximately 90% of RGI's outstanding common stock. Pre-Merger Recruiter.com distributed the 1,562,500 shares of RGI's common stock to its shareholders on March 25, 2019, in conjunction with the Merger. The distribution is considered to have occurred just prior to the completion of the Merger. For accounting purposes, the Merger is being accounted for as a reverse recapitalization of Pre-Merger Recruiter.com and combination of entities under common control ("recapitalization") with Pre-Merger Recruiter.com considered the accounting acquirer and historical issuer. The accompanying consolidated financial statements include Pre-Merger Recruiter.com for all periods presented. Since Pre-Merger Recruiter.com previously owned a majority interest in RGI, the consolidated financial statements include the historical operations of RGI and VocaWorks since October 30, 2017. All share and per share data in the accompanying consolidated financial statements and notes have been retroactively restated to reflect the effect of the Merger. For further information on the Merger and recapitalization, see Note 1. Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock, par value $0.0001 per share. As of December 31, 2019 and 2018, the Company had 1,329,300 and 775,000 shares of preferred stock issued and outstanding, respectively. Series D Convertible Preferred Stock On March 25, 2019, RGI filed a Certificate of Designation (a "COD") with the Delaware Secretary of State (the "Secretary of State"), as amended on March 29, 2019, April 22, 2019 and May 29, 2019, designating 2,000,000 shares of its authorized preferred stock as Series D Convertible Preferred Stock (the "Series D Preferred Stock"), with a stated value of $20 per share, which is convertible at any time after issuance at the option of the holder, subject to a beneficial ownership limitation of 4.99%, into common stock based on the stated value per share divided by $1.60 per share, subject to adjustment in the event of stock splits, stock dividends or reverse splits and issuances of securities at prices below the prevailing conversion price of the Series D Preferred Stock. Holders of Series D Preferred Stock are entitled to vote together with holders of the common stock on an as-converted basis, subject to a beneficial ownership limitation of 4.99%. If at any time while any shares of Series D Preferred Stock remain outstanding and any triggering event contained in the COD for such series occurs, the Company shall pay within three days to each holder $210 per each $1,000 of the stated value of each such holder's shares of Series D Preferred Stock. RGI had issued shares of Series A, Series A-1, Series C, and Series C-1 convertible preferred stock. Since the convertible preferred stock may ultimately be redeemable at the option of the holder, the carrying value of the preferred stock was classified as temporary equity on the balance sheet at December 31, 2018. Just prior to the completion of the Merger all of the then outstanding shares of Series A, A-1, C and C-1 redeemable preferred stock, certain notes and warrants were exchanged for a total of 389,036 shares of Series D Preferred Stock. On March 31, 2019, the Company entered into a Securities Purchase Agreement, dated March 31, 2019 (the "Securities Purchase Agreement") by and among the Company and the investors listed therein (the "Investors"). Pursuant to the Securities Purchase Agreement the Company sold in a private placement a total of 31,625 units (the "Units") at a purchase price of $18.1818 per unit, or $575,000, taking into account a 10% discount. Each Unit consists of (i) one share of Series D Preferred Stock, and (ii) a warrant to purchase 6.25 shares of the Company's common stock, subject to adjustment as provided for therein. The shares of Series D Preferred Stock sold in the financing convert into a minimum of 395,313 shares of the Company's common stock. The Company received net proceeds from the sale of the Units of $434,997 after offering costs of $35,003 and direct payment of other Company obligations of $105,000. Two of the Investors have previously invested in the Company's preferred stock. The warrants are exercisable for five years from the issuance date at an exercise price of $4.80 per share, subject to adjustment as provided for therein. In May and June 2019, we sold an additional 29,975 Units, each Unit consisting of one share of our Series D Preferred Stock and 6.25 warrants, for gross proceeds of $545,000. Out of these proceeds the Company, among other things, prepaid one-year of consulting fees equal to $150,000 to an entity controlled by one of the investors in the offering under a May 2019 consulting agreement with the Company. In addition, a consultant who is a principal shareholder of the Company purchased 13,750 units for $250,000 through delivering common stock of another company which had a market value of $240,000 and $10,000 in a settlement. In April 2019, the Company issued 62,500 shares of its common stock upon conversion of 5,000 shares of its Series D Preferred Stock. In August 2019, the Company issued 60,500 shares of its common stock upon conversion of 4,840 shares of Series D Preferred Stock. Series E Convertible Preferred Stock On March 25, 2019, RGI filed a COD with the Secretary of State, as amended on March 29, 2019, designating 775,000 shares of its authorized preferred stock as Series E Convertible Preferred Stock (the "Series E Preferred Stock"), with a stated value of $20 per share, which is convertible at any time after issuance at the option of the holder, subject to a beneficial ownership limitation of 4.99%, into common stock based on the stated value per share divided by $1.60 per share, or 9,687,500 shares of the Company's common stock, subject to adjustment in the event of stock splits, stock dividends or reverse splits. Holders of Series E Preferred Stock are entitled to vote together with holders of the common stock on an as-converted basis, subject to a beneficial ownership limitation of 4.99%. If at any time while any shares of Series E Preferred Stock remain outstanding and any triggering event contained in the COD for such series occurs, the Company shall pay within three days to each holder $210 per each $1,000 of the stated value of each such holder's shares of Series E Preferred Stock. On March 31, 2019, RGI issued to the equity holders of Pre-Merger Recruiter.com 775,000 shares of Series E Preferred Stock as consideration in connection with the Merger. These shares are reflected retroactively as part of the recapitalization accounting. See Note 1 for more information on the Merger and recapitalization. In December 2019, the Company issued 500,178 shares of its common stock upon conversion of 40,014 shares of Series E Preferred Stock. Series F Convertible Preferred Stock On March 25, 2019, RGI filed a COD with the Secretary of State, as amended on March 29, 2019, designating 200,000 shares of its authorized preferred stock as Series F Convertible Preferred Stock (the "Series F Preferred Stock"), with a stated value of $20 per share, which is convertible at any time after issuance at the option of the holder, subject to a beneficial ownership limitation of 4.99%, into common stock based on the stated value per share divided by $1.60 per share, or 2,500,000 shares of common stock of the Company, subject to adjustment in the event of stock splits, stock dividends or reverse splits. Holders of Series F Preferred Stock are entitled to vote together with holders of the common stock on an as-converted basis, subject to a beneficial ownership limitation of 4.99%. If at any time while any Series F Preferred Stock remains outstanding and any triggering event contained in the COD for such series occurs, the Company shall pay within three days to each holder $210 per each $1,000 of the stated value of each such holder's shares of Series F Preferred Stock. Effective March 31, 2019, the Company issued 200,000 shares of Series F Preferred Stock as consideration for the Asset Purchase (see Note 13). In December 2019 the Company issued 752,899 shares of its common stock upon conversion of 60,232 shares of Series F Preferred Stock. Preferred Stock Penalties On March 31, 2019, we entered into certain agreements with investors pursuant to which we issued convertible preferred stock and warrants, as described above. Each of the series of preferred stock and warrants required us to reserve shares of common stock in the amount equal to two times the common stock issuable upon conversion of the preferred stock and exercise of the warrants. We did not comply in part due to our attempts to manage the Delaware tax which increases to a maximum of $200,000 as the authorized capital increases without the simultaneous increase in the number of shares outstanding. We are in the process of seeking stockholder approval of a change in the Company's state of incorporation from Delaware to Nevada and simultaneous increase in our authorized common stock from 31,250,000 shares to 250,000,000 shares, which we expect will be sufficient to meet the reserve requirements. We expect the amendment will be effective in May 2020. As of December 31, 2019, we estimate that we owed approximately $6 million in penalties to holders of preferred stock. Subsequent to December 31, 2019, we have received waivers from a substantial number of the preferred shareholders with respect to these penalties. We have agreed to issue to the holders of Series D Preferred Stock an aggregate of 106,134 additional shares of Series D Preferred Stock (valued at $1,929,421) as consideration for the waivers. We have accrued this cost at December 31, 2019. Additionally, certain holders of Series E and Series F Preferred Stock have not waived the penalties. We have accrued $308,893 related to these Series E and Series F Preferred holders. Because of our ongoing liquidity problems, we will be required to cease operations if faced with material payment requests from investors who did not agree to waive the penalties. The total accrued penalty amount of $2,238,314 is included in accrued expenses on the balance sheet at December 31, 2019 and as finance cost on the statement of operations for the year ended December 31, 2019. Common Stock The Company is authorized to issue 31,250,000 shares of common stock, par value $0.0001 per share. As of December 31, 2019 and 2018 the Company had 3,619,658 and no shares of common stock outstanding, respectively. In March 2018, the shareholders of the Company approved a reverse stock split of the issued and outstanding shares of the Company's common stock at the ratio ranging from one-for-50 to one-for-100. On August 21, 2019, the Company amended its Certificate of Incorporation to effect a one-for-80 reverse stock split of the Company's common stock. Additionally, the number of authorized shares of the Company's common stock was reduced to 31,250,000 shares. All share and per share data has been retroactively restated in the accompanying consolidated financial statements and footnotes to reflect the effects of the reverse stock split. On March 31, 2019 the Company was deemed to issue 1,747,879 shares of common stock and 389,036 shares of Series D preferred stock that were held by the RGI shareholders just prior to the Merger. Additional paid in capital was credited by $3,889,219 and noncontrolling interest was charged $1,591,221 to remove it pursuant to the reverse recapitalization (see Note 6). In April 2019 the Company issued 62,500 shares of its common stock upon conversion of 5,000 shares of its Series D Preferred Stock. On February 1, 2019, the Company granted to Evan Sohn, its Executive Chairman, 43,423 shares of restricted common stock, which vest on February 1, 2020, subject to his serving as Executive Chairman as of that date. On February 1, 2019, the Company also granted Mr. Sohn five-year options to purchase 43,423 shares of the Company's common stock at $3.52 per share, which options vest on August 4, 2020, subject to Mr. Sohn serving as Executive Chairman on that date. The stock portion of the awards has been valued at $151,981 and compensation expense will be recorded over the respective vesting periods (see Note 10). We recognized compensation expense of $139,316 during the year ended December 31, 2019. On May 14, 2019, the Company granted to Mr. Sohn 451,170 shares of restricted common stock, which shall vest subject to his serving as Executive Chairman on February 1, 2020. Also on that date, the Company granted Mr. Sohn five-year options to purchase 451,170 shares of common stock at $6.40 per share, which options shall vest subject to serving as Executive Chairman on November 14, 2020. The stock portion of the awards has been valued at $2,707,019 and compensation expense will be recorded over the respective vesting periods (see Note 10). We recognized compensation expense of $2,388,545 during the year ended December 31, 2019. On December 23, 2019 the Company granted to a consultant 312,500 restricted stock units (the "RSUs") pursuant to a consultant agreement. The RSUs vest 63,500 upon grant with the balance vesting monthly in equal installments beginning January 1, 2020 and ending November 1, 2020, subject to the consultants continued service to the Company on each vesting date. The RSU award has been valued at $343,750 and compensation expense will be recorded over the respective vesting periods. We recognized compensation expense of $93,750 during the year ended December 31, 2019. The shares have not been issued at December 31, 2019. Restricted stock grant activity for the two years ended December 31, 2019 is as follows: Stock Outstanding at December 31, 2017 - Granted - Forfeited or cancelled - Outstanding at December 31, 2018 - Assumed in recapitalization 43,423 Granted post-recapitalization 813,670 Forfeited or cancelled - Outstanding at December 31, 2019 857,093 In August 2019, the Company issued 60,500 shares of its common stock upon conversion of 4,840 shares of Series D Preferred Stock. In December 2019, the Company issued 500,178 shares of its common stock upon conversion of 40,014 shares of Series E Preferred Stock. In December 2019, the Company issued 752,899 shares of its common stock upon conversion of 60,232 shares of Series F Preferred Stock. Contributed Capital Pre-Merger Recruiter.com had issued three notes aggregating $250,000. Of these notes, two notes totaling $150,000 were held by its shareholders. The notes bore interest at 25% per year and were due on January 28, 2018. These notes were not extended and were due on demand. The notes were collateralized by certain marketable securities held by Pre-Merger Recruiter.com. On March 31, 2019, the notes and related accrued interest totaling $383,947, were cancelled in connection with the Merger. This amount has been credited to paid-in capital of the Company as part of the credit of $706,501. Pre-Merger Recruiter.com had issued four convertible notes totaling $255,000 on March 31, 2019. Of these notes, two notes totaling $200,000 were held by its shareholders. The notes were due on demand and bore interest at 10% per year. The notes could have been converted into Pre-Merger Recruiter.com preferred stock at any time after Pre-Merger Recruiter.com offered its preferred stock for sale. The conversion price was 75% of the price paid by investors. No preferred stock was authorized or offered for sale by Pre-Merger Recruiter.com. On March 31, 2019, the notes and related accrued interest totaling $322,554, were cancelled in connection with the Merger. This amount has been credited to paid-in capital of the Company as part of the credit of $706,501. Certain shareholders of Pre-Merger Recruiter.com transferred a portion of their distributive 1,562,500 shares of the Company's common stock (see Note 1) to employees and consultants. These shares aggregated 218,750 shares of the Company's common stock, valued at $752,500, based on the $3.44 quoted trading price on the effective date of the transfer. We have charged this amount to stock compensation expense, with a corresponding credit to paid-in capital of the Company. In April 2019, a consultant (who is also a principal shareholder and noteholder of the Company) forgave accrued fees due to him in the amount of $187,500. This amount has been credited to paid-in capital of the Company. The Company has received contributions to capital from existing shareholders, totaling $65,000 during the year ended December 31, 2018. These capital contributions were made for working capital purposes. RGI equity transactions and noncontrolling interest prior to the March 31, 2019 Merger and Recapitalization All shares of RGI's Series A, A-1, C and C-1 convertible preferred stock discussed below and outstanding as of March 31, 2019 were exchanged for Series D Preferred Stock, with the relevant certificates of designation subsequently withdrawn. Series A Convertible Redeemable Preferred Stock On October 24, 2017, RGI filed a COD with the Secretary of State designating 700,000 shares of its authorized preferred stock as Series A Convertible Preferred Stock (the "Series A Preferred Stock"), with a stated value of $1.00 per share, which converts into 2.5 shares of the Company's common stock per share of Series A Preferred Stock, subject to adjustment in the event of stock splits, stock dividends or reverse splits and issuances of securities at prices below the prevailing conversion price of the Series A Preferred Stock. On October 30, 2017, RGI entered into Securities Purchase Agreements (each a "SPA") with the two Investors who converted their Notes into Series C Convertible Preferred Stock (the "Series C Preferred Stock") and Series C-1 Convertible Preferred Stock (the "Series C-1 Preferred Stock"), as discussed below. Pursuant to the SPAs, the Investors paid a total of $600,000 and purchased in the aggregate 600,000 of shares of Series A Preferred Stock and warrants to purchase 1,500,000 shares of the Company's common stock. RGI received proceeds of $471,373. The balance of $128,627 was used to pay existing payables and professional fees. Cumulative dividends accrue on the Series A Preferred Stock at a rate of 10% per annum. Holders of Series A Preferred Stock are entitled to vote together with holders of the common stock on an as-converted basis, subject to a beneficial ownership limitation of 4.99%. The Series A Preferred Stock is redeemable in the same manner as the Series C Preferred Stock and Series C-1 Preferred Stock, defined below. The Series A Preferred Stock is senior to all other preferred stock, except Series A-1 Convertible Preferred Stock (the "Series A-1 Preferred Stock") and the common stock upon liquidation of the Company. The warrants have a five year term and an exercise price of $0.80 per share, subject to adjustment in the event of stock splits, stock dividends or reverse splits and issuances of securities at prices below the prevailing exercise price of the warrants. Series A-1 Convertible Redeemable Preferred Stock On May 25, 2018, RGI filed a COD with the Secretary of State authorizing 600,000 shares of RGI's preferred stock as Series A-1 Preferred Stock, with a stated value of $1.00 per share. The Series A-1 Preferred Stock converts into 2.5 shares of the Company's common stock per share of Series A-1 Preferred Stock, subject to adjustment in the event of stock splits, stock dividends or reverse splits, and issuances of securities at prices below the prevailing conversion price of the Series A-1 Preferred Stock. Cumulative dividends accrue on the Series A-1 Preferred Stock at a rate of 10% per annum. Holders of Series A-1 Preferred Stock are entitled to vote together with holders of the Company's common stock on an as-converted basis, subject to a beneficial ownership limitation of 4.99%. The Series A-1 Preferred Stock is redeemable upon the occurrence of certain triggering events. On June 1, 2018, RGI entered into SPAs with the Investors. Pursuant to the SPAs, the Investors purchased a total of 300,000 of shares of Series A-1 Preferred Stock and warrants to purchase 750,000 shares of the Company's common stock in exchange for a total of $300,000. The Investors agreed to waive the Series A, Series C and Series C-1 conversion price adjustments as they relate to the sale of the Series A-1 Preferred Stock. The warrants have a five year term and an exercise price of $0.80 per share, subject to adjustment in the event of stock splits, stock dividends or reverse splits and issuances of securities at prices below the prevailing exercise price of the Warrants. Series B Convertible Preferred Stock On October 24, 2017, RGI filed a COD with the Secretary of State designating 1,875,000 shares of RGI's authorized preferred stock as Series B which converts into 2.5 shares of the Company's common stock per share of Series B, subject to adjustments in the event of stock splits, stock dividends and reverse splits. In connection with the closing of the Merger, the Company and Pre-Merger Recruiter.com amended the License Agreement and on April 2, 2019, the Company filed with the Secretary of State a Certificate of Elimination effecting the elimination of the Series B Preferred Stock. As of that date, no shares of Series B Preferred Stock had been issued. Series C and Series C-1 Convertible Redeemable Preferred Stock On October 24, 2017, RGI filed a COD with the Secretary of State designating 102,100 shares of RGI's authorized preferred stock as Series C Convertible Preferred Stock, with a stated value of $20.00 per share, which converts into 12.5 shares of the Company's common stock per share of Series C Preferred Stock, subject to adjustments in the event of stock splits, stock dividends and reverse splits and issuances of securities at prices below the prevailing conversion price of the Series C Preferred Stock. Cumulative dividends accrue on the Series C Preferred Stock at a rate of 10% per annum. On October 30, 2017 holders of RGI's outstanding 4% Convertible Notes converted their 4% Convertible Notes and accrued interest into 102,100 shares of Series C Preferred Stock. Also on October 24, 2017, RGI filed a COD with the Secretary of State designating 18,839 shares of RGI's authorized preferred stock as Series C-1 Convertible Preferred Stock, with a stated value of $5.00 per share which converts into 12.5 shares of the Company's common stock per share of Series C-1 Preferred Stock, subject to adjustments in the event of stock splits, stock dividends and reverse splits and issuances of securities at prices below the prevailing conversion price of the Series C-1 Preferred Stock. Cumulative dividends accrue on the Series C-1 Preferred Stock at a rate of 10% per annum. On October 30, 2017 holders of RGI's 10% Convertible Notes converted their 10% Convertible Notes and accrued interest into 18,839 shares of Series C-1 Preferred Stock. In October 2017 we recorded a credit to noncontrolling interest of $701,732 for the excess of the carrying value of the debt converted and related derivative liability over the stated value of the Series C and Series C-1 Preferred Stock issued upon conversion. The stated value is considered to be fair value due to the redemption feature of the preferred stock. The $701,732 primarily relates to the charge off of the derivative liability. Holders of shares of Series C and Series C-1 may cause the Company to redeem in cash the outstanding shares of Series C and C-1 Preferred Stock beginning on October 30, 2019 (see amendment below), and earlier than that date upon the occurrence of certain triggering events contained in the COD for the Series C and Series C-1 Preferred Stock, at a redemption price based upon a formula contained in the COD for each series. Subject to the prior conversion, the total redemption price if redeemed after two years from issuance is equal to the amount of the principal and accrued interest on the 4% Convertible Notes and 10% Convertible Notes due as of the closing date plus potential additional amounts. During February 2018, RGI filed an amendment to the COD for the Series C and Series C-1 Preferred Stock extending the redemption date to October 2022 and reducing the redemption amount of the preferred shares then outstanding at a redemption price equal to one-half of the Conversion Amount (as defined) of such preferred shares. During the years ended December 31, 2019 and 2018 we recorded a credit to noncontrolling interest of $23,852 and $1,146,265, respectively, as a result of the reduction in the redemption amount. Liquidation preference of RGI Series A, Series A-1, Series C and Series C-1 Convertible Preferred Stock In the event of a liquidation event, the holders of Series A, Series A-1, Series C and Series C-1 preferred stock shall be entitled to receive in cash out of the assets of the Company, whether from capital or from earnings available for distribution to its shareholders (the "Liquidation Funds"), before any amount shall be paid to the holders of any of shares of junior stock, but pari passu with any parity stock then outstanding and after any amount paid to the holders of the convertible preferred stock, an amount per preferred share equal to the greater of (A) the Conversion Amount thereof on the date of such payment and (B) the amount per share such holder would receive if such holder converted such preferred shares into the Company's common stock immediately prior to the date of such payment, provided that if the Liquidation Funds are insufficient to pay the full amount due to the holders of the convertible preferred stock, the holders and holders of shares of parity stock, then each holder and each holder of parity stock shall receive a percentage of the Liquidation Funds equal to the full amount of Liquidation Funds payable to such holder and such holder of parity stock as a liquidation preference, in accordance with their respective certificate of designations (or equivalent), as a percentage of the full amount of Liquidation Funds payable to all holders of preferred shares and all holders of shares of parity stock. RGI Redeemable Convertible Preferred Stock As described above, RGI issued shares of Series A, Series A-1, Series C, and Series C-1 convertible preferred stock. Since the convertible preferred stock may ultimately be redeemable at the option of the holder, the carrying value of the Series A, Series A-1, Series C, and Series C-1 Preferred Stock has been classified as temporary equity on the balance sheet at December 31, 2018. A portion of the proceeds from the sale of our Series A-1 Preferred Stock in 2018 were allocated to the warrants based on their relative fair value, which totaled $288,000 using the Black Scholes option pricing model. Further, we attributed a beneficial conversion feature of $12,000 to the Series A-1 Preferred Stock based upon the difference between the effective conversion price of those shares and the closing price of our common shares on the date of issuance. The assumptions used in the Black Scholes model are as follows: (1) dividend yield of 0%; (2) expected volatility of 380%, (3) risk-free interest rate of 2.74%, (4) expected term of 5 years. The amount attributable to the warrants and beneficial conversion feature, aggregating $300,000, has been recorded as a deemed dividend to the preferred shareholders and as a charge to noncontrolling interest. For the years December 31, 2019 and 2018, the Company had accrued dividends in the amount of $70,205 and $278,236, respectively. The accrued dividends were charged to noncontrolling interest and the net unpaid accrued dividends were added to the carrying value of the preferred stock. Further, we attributed a beneficial conversion feature of $70,205 and $278,236 for the years ended December 31, 2019 and 2018, respectively, to the preferred dividends based upon the difference between the effective conversion price of those dividends and the quarterly average closing price of our common stock. The amount attributable to the beneficial conversion feature has been recorded as a deemed dividend to the preferred shareholders and as a charge to noncontrolling interest. Pre-Merger non-controlling interest Prior to the completion of the Merger RGI had shares of redeemable preferred stock outstanding as discussed above. RGI issued a total of 389,036 shares of Series D Preferred stock in exchange for the redeemable preferred stock of $2,106,117 and other debt net of discounts of $93,846 (see Note 7). The adjustment for this exchange has been reflected as part of the credit to paid in capital to reflect the effect of the Merger (see "Common Stock" disclosure above regarding "deemed issuances"). |
Stock Options and Warrants
Stock Options and Warrants | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
STOCK OPTIONS AND WARRANTS | NOTE 10 — STOCK OPTIONS AND WARRANTS Stock Options In May 2020, the number of shares authorized for issuance under the Company's 2017 Equity Incentive Plan was increased to 1,714,000 shares. In June 2020, the number of shares authorized for issuance under the Company's 2017 Equity Incentive Plan was further increased to 2,770,000 shares. On May 14, 2020 the Company granted to its current Chief Financial Officer 26,087 options to purchase common stock, exercisable at $2.50 per share, under the terms of the 2017 Equity Incentive Plan. The options have a term of five years. The options will vest in six equal monthly installments on the last calendar day of each calendar month, with the first portion vesting on May 31, 2020, subject to serving as the Chief Financial Officer of the Company on each applicable vesting date, provided that the options shall vest in full upon the listing of the Company's securities on NYSE American or the Nasdaq Capital Market. The award has been valued at $65,210 using the Black Sholes model and compensation expense will be recorded over the vesting period. We have recorded compensation expense of $21,737 related to the options during the three and six months ended June 30, 2020. The assumptions used in the Black Scholes model are as follows: (1) dividend yield of 0%; (2) expected volatility of 344%, (3) risk-free interest rate of 0.31%, (4) expected term of 5 years. On May 14, 2020 the Company granted to its current Chief Financial Officer 431,251 options to purchase common stock, exercisable at $2.50 per share, under the terms of the 2017 Equity Incentive Plan. The options have a term of five years. The options will vest over a two-year period in equal quarterly installments on the last day of each calendar quarter, with the first portion vesting on the last day of the calendar quarter during which the Company's securities begin trading on NYSE American or the Nasdaq Capital Market, subject to serving as the Chief Financial Officer of the Company on each applicable vesting date. The award has been valued at $1,077,999 using the Black Sholes model and compensation expense will be recorded over the estimated vesting period. We have recorded compensation expense of $56,737 related to the options during the three and six months ended June 30, 2020. The assumptions used in the Black Scholes model are as follows: (1) dividend yield of 0%; (2) expected volatility of 344%, (3) risk-free interest rate of 0.31%, (4) expected term of 5 years. On May 14, 2020 the Company granted to a consultant 25,000 options to purchase common stock, exercisable at $2.50 per share, under the terms of the 2017 Equity Incentive Plan. The options have a term of one year. The options will vest in full upon completion of a certain project, which is expected to occur in the third quarter of 2020. The award has been valued at $49,304 using the Black Sholes model and compensation expense will be recorded over the estimated vesting period. We have recorded compensation expense of $29,582 related to the options during the three and six months ended June 30, 2020. The assumptions used in the Black Scholes model are as follows: (1) dividend yield of 0%; (2) expected volatility of 250%, (3) risk-free interest rate of 0.15%, (4) expected term of 5 years. During the three and six months ended June 30, 2020, we recorded $451,957 and $916,542 of compensation expense, respectively, related to stock options granted in prior years. Warrants Recorded as Derivative Liabilities Series D Preferred Stock Warrants The Company identified embedded features in the warrants issued with Series D Preferred Stock in 2019 and 2020 which caused the warrants to be classified as a derivative liability. These embedded features included the right for the holders to request for the Company to cash settle the warrants to the holder by paying to the holder an amount of cash equal to the Black-Scholes value of the remaining unexercised portion of the warrants on the date of the consummation of a fundamental transaction, as defined in the warrant instrument. The accounting treatment of derivative financial instruments requires that the Company treat the whole instrument as liability and record the fair value of the instrument as a derivative as of the inception date of the instrument and to adjust the fair value of the instrument as of each subsequent balance sheet date. As of the issuance date of the unit warrants issued in 2020 in connection with the sale of Series D Preferred Stock (See Note 9), the Company determined a fair value for the derivative liability of $26,465 for the 8,594 warrants, which has been charged to paid in capital. The fair value of the warrants was determined using the Black-Scholes Model based on a risk-free interest rate of 0.34%, an expected term of 5 years, an expected volatility of 344% and a 0% dividend yield. As a result of the sale of convertible notes and warrants as described in Note 8, the number and exercise price of the Series D Preferred Stock warrants outstanding was adjusted due to anti-dilution provisions in the warrants. The exercise price was reduced to $1.60 from $4.80 and the number of warrants was increased from 479,533 to 1,438,599. We have recorded an expense for the change in derivative value due to the anti-dilution adjustments of $2,642,175 as a result of the trigger of the anti-dilution provision. During the three and six months ended June 30, 2020, the Company recorded other expense of $72,886 and $637,974, respectively, related to the change in the fair value of the derivative. The fair value of the embedded derivative was $3,918,656 as of June 30, 2020, determined using the Black Scholes model based on a risk-free interest rate of 0.235% - 0.29%, an expected term of 3.75 – 4.95 years, an expected volatility of 334 - 357% and a 0% dividend yield. Convertible Debenture Warrants and Placement Agent Warrants The Company identified embedded features in the warrants issued with the convertible debt and the placement agent warrants in 2020 (see Note 8) which caused the warrants to be classified as a derivative liability. These embedded features included the right for the holders to request for the Company to cash settle the warrants to the holder by paying to the holder an amount of cash equal to the Black-Scholes value of the remaining unexercised portion of the warrants on the date of the consummation of a fundamental transaction, as defined in the warrant instrument. The accounting treatment of derivative financial instruments requires that the Company treat the whole instrument as liability and record the fair value of the instrument as a derivative as of the inception date of the instrument and to adjust the fair value of the instrument as of each subsequent balance sheet date. As of the issuance date of the Debenture warrants, the Company determined a fair value of $4,665,877 for the 1,845,703 warrants. The fair value of the warrants was determined using the Black-Scholes Model based on a risk-free interest rate of 0.22%, an expected term of 2.93 – 3 years, an expected volatility of 252% - 341% and a 0% dividend yield. Of this amount, $1,325,323 was recorded as debt discount (see Note 8) and $3,340,554 was charged to expense as initial derivative expense. As of the issuance date of the placement agent warrants, the Company determined a fair value of $933,177 for the 369,141 warrants. The fair value of the warrants was determined using the Black-Scholes Model based on a risk-free interest rate of 0.22%, an expected term of 2.93 – 3 years, an expected volatility of 252% - 341% and a 0% dividend yield. The value of $933,177 has been recorded as debt cost (see Note 8). During the three and six months ended June 30, 2020, the Company recorded other expense of $266,202 related to the change in the fair value of the derivative. The fair value of the embedded derivative was $5,865,256 as of June 30, 2020, determined using the Black Scholes model based on a risk-free interest rate of 0.18%, an expected term of 2.91 years, an expected volatility of 253% and a 0% dividend yield. | NOTE 10 — STOCK OPTIONS AND WARRANTS 2014 Equity Incentive Plan The 2014 Equity Compensation Plan ("2014 Plan") is administered by the Board and provides for the issuance of up to 6,385 shares of common stock. Under our 2014 Plan, we may grant stock options, restricted stock, stock appreciation rights, restricted stock units, performance units, performance shares and other stock based awards. As of December 31, 2019 no awards are outstanding under the 2014 Plan. The Company does not anticipate granting any awards under the 2014 plan in the future. 2017 Equity Incentive Plan In October 2017, our Board and shareholders authorized the 2017 Equity Incentive Plan (the "2017 Plan"), covering 475,000 shares of common stock. In December 2019, the number of shares authorized under the 2017 Plan was increased to 1,098,959 shares. The purpose of the 2017 Plan is to advance the interests of the Company and our related corporations by enhancing the ability of the Company to attract and retain qualified employees, consultants, officers, and directors, by creating incentives and rewards for their contributions to the success of the Company and its related corporations. The 2017 Plan is administered by our Board or by the Compensation Committee. The following awards may be granted under the 2017 Plan: ● incentive stock options ("ISOs") ● non-qualified options ("NSOs") ● awards of our restricted common stock ● stock appreciation rights ("SARs") ● restricted stock units ("RSUs") Any option granted under the 2017 Plan must provide for an exercise price of not less than 100% of the fair market value of the underlying shares on the date of grant and not less than $1.60 per share, but the exercise price of any ISO granted to an eligible employee owning more than 10% of our outstanding common stock must not be less than 110% of fair market value on the date of the grant. The plans further provide that with respect to ISOs the aggregate fair market value of the common stock underlying the options which are exercisable by any option holder during any calendar year cannot exceed $100,000. The exercise price of any NSO granted under the 2017 Plan is determined by the Board at the time of grant, but must be at least equal to fair market value on the date of grant. The term of each plan option and the manner in which it may be exercised is determined by the Board or the Compensation Committee, provided that no option may be exercisable more than 10 years after the date of its grant and, in the case of an incentive option granted to an eligible employee owning more than 10% of the common stock, no more than five years after the date of the grant. The terms of any other type of award under the 2017 Plan is determined by the Board at the time of grant. Subject to the limitation on the aggregate number of shares issuable under the plans, there is no maximum or minimum number of shares as to which a stock grant or plan option may be granted to any person. Stock Options The following stock options have been issued by the Company: RGI granted 62 options to purchase common stock in 2014, exercisable at $28.00 per share. The options have a term of five years. In February 2018, RGI granted to its Chief Executive Officer 6,250 options to purchase common stock, exercisable at $6.40 per share, under the terms of the 2017 Equity Incentive Plan. The options have a term of five years. Of these options 521 vest upon grant and the remaining options shall vest quarterly in equal amounts over a 33-month period with the first vesting date being April 30, 2018. We have recorded compensation expense of $13,333 and $15,555 related to the options during the years ended December 31, 2019 and 2018, respectively. In February 2018, RGI granted to two current directors (then designees) an aggregate of 25,000 options to purchase common stock, exercisable at $6.40 per share, under the terms of the 2017 Equity Incentive Plan. The options have a term of five years. The options vest quarterly in equal amounts over a one year period with the first vesting occurring on June 30, 2018. We have recorded compensation expense of $34,284 and $125,709 related to the options during the years ended December 31, 2019 and 2018, respectively. In June 2018, RGI granted to six nonemployee advisors an aggregate of 15,000 options to purchase common stock, exercisable at $4.80 per share, under the terms of the 2017 Equity Incentive Plan. The options have a term of five years. The options vest upon the first anniversary of their grant, and were fully vested as of March 31, 2019. We have recorded compensation expense of $7,121 and $44,477 related to the options during the years ended December 31, 2019 and 2018, respectively. In February 2019, the Company granted to its Executive Chairman an aggregate of 43,423 options to purchase common stock, exercisable at $3.52 per share, under the terms of the 2017 Equity Incentive Plan. The options have a term of five years. The options vest on August 4, 2020. The award has been valued at $149,730 using the Black Sholes model and compensation expense will be recorded over the vesting period. We have recorded compensation expense of $91,502 related to the options during the year ended December 3, 2019. The assumptions used in the Black Scholes model are as follows: (1) dividend yield of 0%; (2) expected volatility of 397%, (3) risk-free interest rate of 2.54%, (4) expected term of 1.5 years. In May 2019, the Company granted to its Executive Chairman five-year options to purchase 451,170 common shares at $6.40 per share, which options shall vest subject to serving as Executive Chairman on November 14, 2020. The award has been valued at $2,217,952 using the Black Sholes model and compensation expense will be recorded over the vesting period. We have recorded compensation expense of $924,147 related to the award during the year ended December 31, 2019. The assumptions used in the Black Scholes model are as follows: (1) dividend yield of 0%; (2) expected volatility of 220%, (3) risk-free interest rate of 2.26%, (4) expected term of 1.5 years. In August 2019, the Company granted to five nonemployee advisors an aggregate of 31,250 options to purchase common stock, exercisable at $3.15 per share, under the terms of the 2017 Plan. The options have a term of five years. The options vest in full on May 23, 2020, subject to continued service as an advisor to the Company as of the vesting date. The awards have been valued at $98,500 using the Black Sholes model and compensation expense will be recorded over the vesting period. We have recorded compensation expense of $50,513 related to the options during the year ended December 31, 2019. The assumptions used in the Black Scholes model are as follows: (1) dividend yield of 0%; (2) expected volatility of 427%, (3) risk-free interest rate of 1.68%, (4) expected term of five years. In December 2019, the Company granted to eight officers and directors an aggregate of 301,327 options to purchase common stock, exercisable at $1.45 per share, under the terms of the 2017 Plan. The options have a term of three years. The options vest one third upon grants, one third on the first grant date anniversary and one third on the second grant date anniversary, subject to continued service by the directors and officers of the Company in their respective capacities as of each applicable vesting date. The awards have been valued at $435,969 using the Black Sholes model and compensation expense will be recorded over the vesting period. We have recorded compensation expense of $148,118 related to the options during the year ended December 31, 2019. The assumptions used in the Black Scholes model are as follows: (1) dividend yield of 0%; (2) expected volatility of 354%, (3) risk-free interest rate of 1.67%, (4) expected term of three years. Stock option activity for the two years ended December 31, 2019 is as follows: Options Outstanding Weighted Average Exercise Outstanding at December 31, 2017 75 $ 4,369.60 Granted - - Exercised - - Expired or cancelled - - Outstanding at December 31, 2018 75 4369.60 Assumed in recapitalization 89,735 4.75 Cancelled in recapitalization (75 ) 4369.60 Granted post-recapitalization 783,747 4.37 Exercised - - Expired or cancelled (62 ) 28.00 Outstanding at December 31, 2019 873,420 $ 4.41 Exercisable at December 31, 2019 459,477 $ 5.42 As of December 31, 2019, there was approximately $1,700,000 of total unrecognized compensation cost related to non-vested stock options which vest over time, and is expected to be recognized over a period of two years, as follows: 2020, $1,557,000; 2021, $143,000. There was no intrinsic value to the options at December 31, 2019 Warrants Recorded as Derivative Liabilities In connection with the sale of Series A and Series A-1 Preferred Stock prior to the completion of the March 31, 2019 Merger, RGI issued an aggregate of 2,250,000 common stock purchase warrants to the purchasers of the preferred stock. The warrants were exercisable any time on or after 90 days after the issuance date at an exercise price of $0.80 and expire on September 1, 2023. The exercise price and number of warrants were subject to adjustment in the event of stock splits, stock dividends or reverse splits and issuances of securities at prices below the prevailing conversion price of the warrants. Pursuant to and just prior to the completion of the Merger these warrants were exchanged for newly issued Series D Preferred Stock (see Notes 7 and 9 and below). In connection with the sale of Series D Preferred Stock, we issued a total of 470,939 five-year warrants with an exercise price of $4.80, subject to adjustment. The Company identified embedded features in the warrants issued with the Series D Preferred Stock which caused the warrants to be classified as a liability. These embedded features included the right for the holders to request for the Company to cash settle the warrants to the holder by paying to the holder an amount of cash equal to the Black-Scholes value of the remaining unexercised portion of the warrants on the date of the consummation of a fundamental transaction, as defined in the warrant instrument. The accounting treatment of derivative financial instruments requires that the Company treat the whole instrument as liability and record the fair value of the instrument as a derivative as of the inception date of the instrument and to adjust the fair value of the instrument as of each subsequent balance sheet date. As of the issuance date of the unit warrants, the Company determined a fair value of $1,750,646 for the warrants. The fair value of the warrants was determined using the Black-Scholes Model based on a risk-free interest rate of 1.83% - 2.23%, an expected term of five years, an expected volatility of 379% - 385% and a 0% dividend yield. During the year ended December 31, 2019, the Company recorded other income $1,138,604 related to the change in the fair value of the derivative. The fair value of the embedded derivative was $612,042 as of December 31, 2019, determined using a binomial model based on a risk-free interest rate of 1.655%, an expected term of 4.25 – 4.42 years, an expected volatility of 359 - 366% and a 0% dividend yield. Warrant activity for the two years ended December 31, 2019 is as follows: Warrants Weighted Average Price Per Outstanding at December 31, 2017 190 $ 1,054.40 Issued - - Exercised - - Expired or cancelled - - Outstanding at December 31, 2018 190 1054.40 Assumed in recapitalization 2,250,000 0.80 Cancelled in recapitalization (190 ) 1054.40 Exchanged pursuant to recapitalization (2,250,000 ) 0.80 Issued post-recapitalization 470,939 4.80 Exercised - - Expired or cancelled - - Outstanding at December 31, 2019 470,939 $ 4.80 All warrants are exercisable at December 31, 2019. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 11 — COMMITMENTS AND CONTINGENCIES Although not a party to any proceedings or claims at June 30, 2020, the Company may be subject to legal proceedings and claims from time-to-time arising out of our operations in the ordinary course of business. Leases: On March 31, 2019, the Company entered into a sublease with a related party (see Note 12) for its current corporate headquarters. The sublease expires in November 2022. Monthly lease payments are currently $7,307 per month and increase to $7,535 per month for the final 20 months of the lease. In February 2016, the Financial Accounting Standards Board issued Accounting Standards Update No. 2016-02: "Leases (Topic 842)" whereby lessees need to recognize almost all leases on their balance sheet as a right of use asset and a corresponding lease liability. The Company adopted this standard as of January 1, 2019 using the effective date method. We calculated the present value of the remaining lease payment stream using our incremental effective borrowing rate of 10%. We initially recorded a right to use asset and corresponding lease liability amounting to $269,054 on March 31, 2019. The right to use asset and the corresponding lease liability are being equally amortized on a straight-line basis over the remaining term of the lease. For the six months ended June 30, 2020, lease costs amounted to $74,286 which includes base lease costs of $43,155 and common area and other expenses of $31,131. All costs were expensed during the periods and included in general and administrative expenses on the accompanying consolidated statements of operations. Right-of-use asset ("ROU") is summarized below: June 30, Operating office lease $ 269,054 Less accumulated reduction (91,723 ) Balance of ROU asset at June 30, 2020 $ 177,331 Operating lease liability related to the ROU asset is summarized below: June 30, Total lease liability $ 269,054 Reduction of lease liability (91,723 ) Total 177,331 Less short term portion as of June 30, 2020 (73,378 ) Long term portion as of June 30, 2020 $ 103,953 Future base lease payments under the non-cancellable operating lease at June 30, 2020 are as follows: 2020 $ 43,842 2021 89,736 2022 82,885 Total minimum non-cancellable operating lease payments 216,463 Less discount to fair value (39,132 ) Total fair value of lease payments $ 177,331 COVID-19 Uncertainty: In March 2020, the outbreak of COVID-19 (coronavirus) caused by a novel strain of the coronavirus was recognized as a pandemic by the World Health Organization, and the outbreak has become increasingly widespread in the United States, including in each of the areas in which the Company operates. While to date the Company has not been required to stop operating, management is evaluating its use of its office space, virtual meetings and the like to comply with health and safety guidelines to protect employees, contractors and customers, including in connection with a transition back to the workplace. We have reduced certain billing rates to respond to the current economic climate. Additionally, while we have experienced, and could continue to experience, a loss of clients as the result of the pandemic, we expect that the impact of such attrition would be mitigated by the addition of new clients resulting from our continued efforts to adjust the Company's operations to address changes in the recruitment industry. The extent to which the COVID-19 pandemic will impact our operations, ability to obtain financing or future financial results is uncertain at this time. Management has spent time evaluating shifting market demands and adjusting the Company's focus. Due to the effects of COVID-19, the Company took steps to streamline certain expenses, such as temporarily cutting certain executive compensation packages by approximately 20%. Management also worked to reduce unnecessary marketing expenditures and worked to improve staff and human capital expenditures, while maintaining overall workforce levels. The Company expects to resume certain expenses, such as compensation, later in 2020 if conditions warrant. The Company expects but cannot guarantee that demand for its recruiting solutions will improve in the second half of 2020, as certain clients re-open or accelerate their hiring initiatives, and new clients utilize our services. The Company does not expect reductions made in the second quarter of 2020 due to COVID-19 will inhibit its ability to meet client demand. Overall, management is focused on effectively positioning the Company for a rebound in hiring which we expect in the second half of 2020. Ultimately, the recovery may be delayed and the economic conditions may worsen. The Company continues to closely monitor the confidence of its recruiter users and customers, and their respective job requirement load through offline discussions and the Company's Recruiter Index survey. | NOTE 11 — COMMITMENTS AND CONTINGENCIES Although not a party to any proceedings or claims at December 31, 2019, the Company may be subject to legal proceedings and claims from time-to-time arising out of our operations in the ordinary course of business. Leases: On March 31, 2019, the Company entered into a sublease with a related party (see note 12) for its current corporate headquarters. The sublease expires in November 2022. Monthly lease payments are currently $7,078 per month and increase to $7,535 per month for the final 20 months of the lease. In February 2016, the Financial Accounting Standards Board issued Accounting Standards Update No. 2016-02: "Leases (Topic 842)" whereby lessees need to recognize almost all leases on their balance sheet as a right of use asset and a corresponding lease liability. The Company adopted this standard as of January 1, 2019 using the effective date method. We calculated the present value of the remaining lease payment stream using our incremental effective borrowing rate of 10%. We initially recorded a right to use asset and corresponding lease liability amounting to $269,054 on March 31, 2019. The right to use asset and the corresponding lease liability are being equally amortized on a straight-line basis over the remaining term of the lease. For the year ended December 31, 2019, lease costs amounted to $111,689 which includes base lease costs of $63,705 and common area and other expenses of $47,984. All costs were expensed during the periods and included in general and administrative expenses on the accompanying consolidated statements of operations. Right-of-use asset ("ROU") is summarized below: December 31, Operating office lease $ 269,054 Less accumulated reduction (55,034 ) Balance of ROU asset at December 31, 2019 $ 214,020 Operating lease liability related to the ROU asset is summarized below: December 31, Total lease liability $ 269,054 Reduction of lease liability (55,034 ) Total 214,020 Less short term portion as of December 31, 2019 (73,378 ) Long term portion as of December 31, 2019 $ 140,642 Future base lease payments under the non-cancellable operating lease at December 31, 2019 are as follows: 2020 $ 86,997 2021 89,736 2022 82,885 Total minimum non-cancellable operating lease payments 259,618 Less discount to fair value (45,598 ) Total minimum principal payments $ 214,020 |
Related Party Transactions
Related Party Transactions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 12 — RELATED PARTY TRANSACTIONS During 2018 we entered into a marketing agreement with an entity controlled by a consultant (who is also a principal shareholder and former noteholder of the Company). The agreement provides for payment to this entity of 10% of applicable revenue generated through the use of the entities database. The agreement also provides for the payment to us of 10% of the revenue generated by the entity using our social media groups. Through June 30, 2020 no fees were due or payable under this arrangement. During 2019 we entered into a two year non-exclusive consulting agreement with a principal shareholder to act as Company's consultant with respect to introducing the Company to potential acquisition and partnership targets. The Company has agreed to pay the consultant a retainer of $10,000 per month as a non-recoverable draw against any finder fees earned. The Company has also agreed to pay the consultant the sum of $5,500 per month for three years ($198,000 total) as a finder's fee for introducing Genesys to the Company. This payment is included in the $10,000 monthly retainer payment. We have recorded consulting fees expense of $13,500 and $27,000 during the three and six months ended June 30, 2020, respectively. We have recorded consulting fees expense of $211,500 during the three and six months ended June 30, 2019. At June 30, 2020, $132,000 of the Genesys finder's fee and $13,500 of monthly fee expense is included in accrued compensation. We use a related party firm of the Company, for software development and maintenance related to our website and the platform underlying our operations. The firm was formed outside of the United States solely for the purpose of performing services for the Company and has no other clients. Our Chief Technology Officer is an employee of this firm and exerts control over the firm. Payments to this firm were $57,401 and $44,934 for the three months ended June 30, 2020 and 2019, respectively. Payments to this firm were $118,380 and $94,788 for the six months ended June 30, 2020 and 2019, respectively. We are a party to that certain license agreement with Genesys. An executive officer of the Company is a significant equity holder and a member of the Board of directors of Genesys. Pursuant to the License Agreement Genesys has granted us an exclusive license to use certain candidate matching software and render certain related services to us. The Company has agreed to pay to Genesys a monthly license fee of $5,000 beginning June 29, 2019 and an annual fee of $1,995 for each recruiter being licensed under the License Agreement. During the three and six months ended June 30, 2020 we charged to operating expenses $48,453 and $86,930, respectively, for services provided by Genesys. During the three and six months ended June 30, 2019 we charged to operating expenses $12,693 for services provided by Genesys. As of June 30, 2020, the Company owes Genesys $73,321 in payables. Icon Information Consultants performs all of the back office and accounting roles for Recruiting Solutions. Icon Information Consultants then charges a fee for the services along with charging for office space (see Note 11). Icon Information Consultants and Icon Industrial Solutions (collectively "Icon") also provide "Employer of Record" ("EOR") services to Recruiting Solutions which means that they process all payroll and payroll tax related duties of temporary and contract employees placed at customer sites and is then paid a reimbursement and fee from Recruiting Solutions. A representative of Icon is a member of our board of directors. Icon Canada also acts as an EOR and collects the customer payments and remits the net fee back to Recruiting Solutions. Revenue related to customers processed by Icon Canada is recognized on a gross basis the same as other revenues and was $36,091 and $69,318 for the three and six months ended June 30, 2020, respectively, and was $90,081 for the three and six months ended June 30, 2019. EOR costs related to customers processed by Icon Canada was $33,784 and $64,854 for the three and six months ended June 30, 2020, respectively, and was $84,960 for the three and six months ended June 30, 2019. Currently, there is no intercompany agreement for those charges and they are calculated on a best estimate basis. As of June 30, 2020, the Company owes Icon $859,193 in payables and Icon Canada owes $7,435 (included in accounts receivable) to the Company. During the three and six months ended June 30, 2020, we charged to cost of revenue $264,928 and $889,242, respectively, related to services provided by Icon as our employer of record. During the three and six months ended June 30, 2019, we charged to cost of revenue $709,175 related to services provided by Icon as our employer of record. During the three and six months ended June 30, 2020, we charged to operating expenses $59,327 and $130,268 related to management fees, rent and other administrative expense. During the three and six months ended June 30, 2019, we charged to operating expenses of $52,813 related to management fees, rent and other administrative expense. We also recorded placement revenue from Icon of $7,020 and $13,430 during the three and six months ended June 30, 2020, respectively, of which $7,020 is included in accounts receivable at June 30, 2020. | NOTE 12 — RELATED PARTY TRANSACTIONS As described in Note 7 and Note 8, the Company has issued four notes to related party shareholders, totaling $350,000, of which $100,000 is held by our Chief Executive Officer. Interest expense on these shareholder notes was $14,375 and $57,500 for the years ended December 31, 2019 and 2018, respectively. Accrued interest on the notes was $121,199 at December 31, 2018. No payments of interest were made on the notes. Effective March 31, 2019, the notes and related accrued interest were cancelled in connection with the issuance of the Series E preferred stock to the Recruiter.com stockholders and the note holders were allocated shares of the Series E Preferred Stock. This amount has been credited to paid-in capital. In April 2019 a consultant (who is also a principal shareholder and former noteholder of the Company) forgave accrued fees due to him in the amount of $187,500. This amount has been credited to paid-in capital. During 2018 we entered into a marketing agreement with an entity controlled by a consultant (who is also a principal shareholder and former noteholder of the Company). The agreement provides for payment to this entity of 10% of applicable revenue generated through the use of the entities database. The agreement also provides for the payment to us of 10% of the revenue generated by the entity using our social media groups. Through December 31, 2019 no fees were due or payable under this arrangement. During 2019 our executive chairman had an ownership interest in an entity that provided marketing services to us. We incurred $15,000 of costs in 2019 during his period of ownership. During 2019 we entered into a two year non-exclusive consulting agreement with a principal shareholder to act as Company's consultant with respect to introducing the Company to potential acquisition and partnership targets. The Company has agreed to pay the consultant a retainer of $10,000 per month as a non-recoverable draw against any finder fees earned. The Company has also agreed to pay the consultant the sum of $5,500 per month for three years ($198,000 total) as a finder's fee for introducing Genesys to the Company. This payment is included in the $10,000 monthly retainer payment. We have recorded a finder's fee and consulting fees expense of $238,500 during the year ended December 31, 2019. At December 31, 2019, $148,500 of the Genesys finder's fee is included in accrued compensation. We use a related party firm of the Company, for software development and maintenance related to our website and the platform underlying our operations. The firm was formed outside of the United States solely for the purpose of performing services for the Company and has no other clients. Our Chief Technology Officer is an employee of this firm and exerts control over the firm. Payments to this firm were $181,400 and $297,631 for the years ended December 31, 2019 and 2018, respectively. We are a party to that certain license agreement with Genesys. An executive officer of the Company is a significant equity holder and a member of the Board of directors of Genesys. Pursuant to the License Agreement Genesys has granted us an exclusive license to use certain candidate matching software and render certain related services to us. The Company has agreed to pay to Genesys a monthly license fee of $5,000 beginning June 29, 2019 and an annual fee of $1,995 for each recruiter being licensed under the License Agreement. During the year ended December 31, 2019 we charged to operating expenses $93,671 for services provided by Genesys. As of December 31, 2019, the Company owes Genesys $66,391 in payables. Icon Information Consultants performs all of the back office and accounting roles for Recruiting Solutions. Icon Information Consultants then charges a fee for the services along with charging for office space (see Note 11). Icon Information Consultants and Icon Industrial Solutions (collectively "Icon") also provide "Employer of Record" ("EOR") services to Recruiting Solutions which means that they process all payroll and payroll tax related duties of temporary and contract employees placed at customer sites and is then paid a reimbursement and fee from Recruiting Solutions. A representative of Icon is a member of our board of directors. Icon Canada also acts as an EOR and collects the customer payments and remits the net fee back to Recruiting Solutions. Revenue related to customers processed by Icon Canada is recognized on a gross basis the same as other revenues and was $208,158 for the year ended December 31, 2019. EOR costs related to customers processed by Icon Canada was $194,641 for the year ended December 31, 2019. Currently, there is no intercompany agreement for those charges and they are calculated on a best estimate basis. As of December 31, 2019, the Company owes Icon $759,400 in payables and Icon Canada owes $4,340 to the Company. During the year ended December 31, 2019, we charged to cost of revenue $1,887,726 related to services provided by Icon as our employer of record. During the year ended December 31, 2019, we charged to operating expenses $191,729 related to management fees, rent and other administrative expense. |
Business Combination
Business Combination | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Business Combinations [Abstract] | ||
BUSINESS COMBINATION | NOTE 13 — BUSINESS COMBINATION Business Combination On March 31, 2019, the Company, through its wholly-owned subsidiary Recruiter.com Recruiting Solutions LLC ("Recruiting Solutions") acquired certain assets and assumed certain liabilities from Genesys pursuant to the Asset Purchase Agreement. Recruiting Solutions was formed for the purpose of completing the asset purchase transaction. For purposes of purchase accounting, the Company is referred to as the acquirer. The results of operations of Recruiting Solutions are included in the Company's consolidated financial statements from the date of acquisition of March 31, 2019. The following supplemental unaudited pro forma combined financial information assumes that the acquisition had occurred at the beginning of the six months ended June 30, 2019. June 30, 2019 Revenue $ 3,937,422 Net Loss $ (3,650,641 ) Loss per common share, basic and diluted $ (4.02 ) The pro forma financial information is not necessarily indicative of the results that would have occurred if the acquisition had occurred on the dates indicated or that result in the future. | NOTE 13 — BUSINESS COMBINATION Business Combination On March 31, 2019, the Company, through its wholly-owned subsidiary Recruiter.com Recruiting Solutions LLC ("Recruiting Solutions") acquired certain assets and assumed certain liabilities from Genesys pursuant to the Asset Purchase Agreement. Recruiting Solutions was formed for the purpose of completing the asset purchase transaction. For purposes of purchase accounting, the Company is referred to as the acquirer. The Company acquired the assets of Genesys for a purchase price of $8.6 million. The purchase consideration consisted of 200,000 shares of Series F Preferred Stock, which are convertible at any time after issuance at the option of the holder, subject to a beneficial ownership limitation of 4.99%, into 2,500,000 shares of the Company's common stock. The shares of Series F Preferred Stock were valued at $8.6 million based on the conversion rate of the Series F Preferred Stock and the quoted closing price of $3.44 per share of the Company's common stock as of March 29, 2019, the last trading day preceding the completion of the Asset Purchase. The acquisition is accounted for by the Company in accordance with the acquisition method of accounting pursuant to ASC 805 "Business Combinations" and pushdown accounting is applied to record the fair value of the assets acquired on Recruiting Solutions. Under this method, the purchase price is allocated to the identifiable assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. Any excess of the amount paid over the estimated fair values of the identifiable net assets acquired will be allocated to goodwill. The Company will utilize these assets in its new employment staffing business to be operated through Recruiting Solutions, and to augment the Company's existing and future revenues. Goodwill associated with the Genesys acquisition is expected to be tax deductible. The following is a summary of the fair value of the assets acquired and liabilities assumed at the date of acquisition: Accounts receivable $ 768,005 Customer contracts 183,107 License 1,726,965 Goodwill 6,517,315 Accounts payable (532,292 ) Deferred revenue (63,100 ) $ 8,600,000 The results of operations of Recruiting Solutions are included in the Company's consolidated financial statements from the date of acquisition of March 31, 2019. The following supplemental unaudited pro forma combined financial information assumes that the acquisition had occurred at the beginning of the years ended December 31, 2019 and 2018, respectively: December 31, December 31, 2019 2018 Revenue $ 7,799,626 $ 10,054,330 Net Loss $ (12,672,671 ) $ (5,472,093 ) Loss per common share, basic and diluted $ (8.86 ) $ - The pro forma financial information is not necessarily indicative of the results that would have occurred if the acquisition had occurred on the dates indicated or that result in the future. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 14 — INCOME TAXES The Company has, subject to limitation, approximately $7.5 million of net operating loss carryforwards ("NOL") at December 31, 2019, of which approximately $1.4 million will expire at various dates through 2037 and approximately $6.1 million can be carried forward indefinitely. We have provided a 100% valuation allowance for the deferred tax benefits resulting from the net operating loss carryover due to our lack of earnings history. In addressing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences are deductible. The valuation allowance increased by approximately $1,829,000 and $315,000 for the years ended December 31, 2019 and 2018, respectively. Significant components of deferred tax assets and liabilities are as follows (in thousands): 2019 2018 Deferred tax assets (liabilities): Net operating loss carryover $ 1,776 $ 638 Intangibles amortization 701 - Accrued compensation 17 44 Stock compensation 21 - Accrued interest - 48 Capital losses 196 138 Bad debt allowance 5 - Deferred revenue (35 ) (16 ) Total deferred tax assets, net 2,681 852 Less: valuation allowance (2,681 ) (852 ) Net deferred tax assets $ - $ - The above NOL carryforward may be subject to an annual limitation under Section 382 and 383 of the Internal Revenue Code of 1986, and similar state provisions if the Company experienced one or more ownership changes which would limit the amount of NOL carryforward that can be utilized to offset future taxable income. In general, an ownership change, as defined by Section 382 and 383, results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more than 50 percentage points over a three-year period. The Company has not completed an IRC Section 382/383 analysis. If a change in ownership were to have occurred, NOL carryforwards could be eliminated or restricted. If eliminated, the related asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance. Due to the existence of the valuation allowance, limitations created by future ownership changes, if any, will not impact the Company's effective tax rate. The actual tax benefit differs from the expected tax benefit for the years ended December 31, 2019 and 2018 (computed by applying the U.S. Federal Corporate tax rate of 21% to income before taxes) are as follows: 2019 2018 Statutory federal income tax rate -21.0 % -21.0 % State income taxes, net of federal benefits -1.1 % -5.7 % Non-deductible items 6.6 % 5.2 % Change in valuation allowance 15.5 % 21.5 % Effective income tax rate - % - % The Company's tax returns for the previous three years remain open for audit by the respective tax jurisdictions. |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 14 — SUBSEQUENT EVENTS In July 2020, the Company issued 12,000 shares of restricted common stock to a consultant pursuant to a previously executed consulting agreement. The Company issued 110,000 shares of common stock upon the conversion of 8,800 shares of Series D Preferred Stock. We entered into an executive employment agreement on July 1, 2020 (the "Employment Agreement") with Chad MacRae as the Senior Vice President Recruiters on Demand. The Employment Agreement specifies that certain customer contracts, databases, and computer equipment were to be transferred to the Company in connection with the hiring of Mr. MacRae. The Company's management is currently evaluating the proper accounting treatment for this transaction. Mr. MacRae's compensation package includes a $50,000 signing bonus and an annual base salary of $125,000. He is also entitled to earn a bonus package capped at $350,000 equal to any profit his division generates during the first full year of his employment, payable on a quarterly basis (the "Bonus"). In addition, Mr. MacRae received five-year incentive stock options to purchase 250,000 shares of the Company's common stock with an exercise price of $1.85, issuable under the 2017 Equity Incentive Plan. The options will vest on the last calendar day of each month over a 12 month period in equal monthly increments, subject to continued employment with the Company as of each applicable vesting date and subject to execution of the Company's standard Stock Option Agreement. Unless the Executive is terminated by the Company for Cause (as defined in the Employment Agreement) before all the stock options have vested then, upon termination, any remaining unvested stock options shall automatically accelerate and vest. Upon a termination for Cause, all unvested options shall terminate. If the Bonus compensation totals $350,000, the Company shall issue to the Executive, subject to approval by the Company's Board, qualified options to purchase an additional 250,000 shares of the Company's common stock at an exercise price equal to the market price as of the date the Bonus compensation is computed, subject to adjustment for any increase or decrease in the number of issued shares resulting from a stock dividend, stock split, reverse stock split, or other subdivision or consolidation of shares. These options shall vest over a two (2) year period in equal quarterly installments on the last day of each calendar quarter beginning with the first full calendar quarter after computation of the Bonus compensation totaling $350,000, subject to the Executive's continued employment with the Company as of each applicable vesting date. | NOTE 15 — SUBSEQUENT EVENTS In March 2020, the outbreak of COVID-19 (coronavirus) caused by a novel strain of the coronavirus was recognized as a pandemic by the World Health Organization, and the outbreak has become increasingly widespread in the United States, including in each of the areas in which the Company operates. While to date the Company has not been required to stop operating, management is evaluating its use of its office space, virtual meetings and the like. The Company continues to monitor the impact of the COVID-19 (coronavirus) outbreak closely. The extent to which the COVID-19 (coronavirus) outbreak will impact our operations, ability to obtain financing or future financial results is uncertain. Preferred Stock In March 2020, an investor agreed to purchase 2,750 Units, each consisting of one share of Series D Preferred Stock and 6.25 warrants to purchase one share of common stock, for gross proceeds of $50,000. The investor paid $25,000. As of the date of this Annual Report, the balance has not been paid and no shares of Series D Preferred Stock or related warrants have been issued in connection with this investment. Common Stock Subsequent to December 31, 2019, we issued 1,003,924 shares of common stock upon the conversion of 12,900 shares of Series D Preferred Stock, 3,141 shares of Series E Preferred Stock and 64,272 shares of Series F Preferred Stock. Sale of Future Revenues On March 20, 2020, we modified the agreements related to the sale of future revenues that are discussed in Note 5. We have combined and extended the term of the agreements, and have reduced the weekly payments due. In consideration of increasing the amount due by $54,574, the weekly payments were reduced to $7,298 for 65 weekly payments, compared to approximately 38 payments of $10,904 required under the original agreements. Consulting Agreements We entered into a consulting agreement for advisory services with an initial term of three months. Compensation will be paid in the form of shares of common stock at the rate of 10,000 shares per month. The shares will be fully vested at the time of issuance. We entered into a consulting agreement for advisory services with an initial term of six months. Compensation will be $15,000 plus 60,000 shares of common stock. The shares will be fully vested at the time of issuance. Receivables Financing Agreement We have entered into an agreement with a lender that provides advances against the collection of accounts receivable. Advances made under the agreement are generally repayable in 45 days from the date of the advance and bear interest at 1.5% per month. Paycheck Protection Program Loans We have received $367,450 in loans borrowed from a bank pursuant to the Paycheck Protection Program under the CARES Act guaranteed by the SBA, which we expect to be forgiven in part or in full, subject to our compliance with the conditions of the Paycheck Protection Program. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
General | General Recruiter.com Group, Inc., a Nevada corporation ("RGI"), is a holding company based in Houston, Texas. The Company has four subsidiaries, Recruiter.com, Inc., Recruiter.com Recruiting Solutions LLC ("Recruiting Solutions"), Recruiter.com Consulting, LLC and VocaWorks, Inc. ("VocaWorks"). RGI and its subsidiaries as a consolidated group is hereinafter referred to as the "Company." The Company operates in Connecticut, Texas, and New York. Reincorporation On May 13, 2020, the Company effected a reincorporation from the State of Delaware to the State of Nevada. Following the approval by the Company's stockholders at a special meeting held on May 8, 2020, Recruiter.com Group, Inc., a Delaware corporation ("Recruiter.com Delaware"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Recruiter.com Group, Inc., a Nevada corporation and a wholly owned subsidiary of Recruiter.com Delaware ("Recruiter.com Nevada"), pursuant to which Recruiter.com Delaware merged with and into Recruiter.com Nevada, with Recruiter.com Nevada continuing as the surviving entity. Simultaneously with the reincorporation, the number of shares of common stock the Company is authorized to issue was increased from 31,250,000 shares to 250,000,000 shares. The reincorporation did not result in any change in the corporate name, business, management, fiscal year, accounting, location of the principal executive office, or assets or liabilities of the Company. Asset Purchase Effective March 31, 2019, RGI acquired certain assets and assumed certain liabilities under an asset purchase agreement, dated March 31, 2019, among RGI, Genesys Talent LLC, a Texas limited liability company ("Genesys"), and Recruiting Solutions, a wholly owned subsidiary of the Company (the "Asset Purchase"). As consideration in the Asset Purchase the Company issued a total of 200,000 shares of its Series F Preferred Stock convertible into 2,500,000 shares of the Company's common stock. The acquired assets and liabilities include certain accounts receivable, accounts payable, deferred revenue, sales and client relationships, contracts, intellectual property, partnership and vendor agreements and certain other assets. The Company is utilizing these assets in its employment staffing business operated through Recruiting Solutions. This transaction was treated as a business combination (see Note 13). | General Recruiter.com Group, Inc. (formerly Truli Technologies, Inc.), a Delaware corporation ("RGI"), is a holding company based in Houston, Texas. The Company has four subsidiaries, Recruiter.com, Inc., Recruiter.com Recruiting Solutions LLC ("Recruiting Solutions"), Recruiter.com Consulting, LLC and VocaWorks, Inc. ("VocaWorks"). RGI and its subsidiaries as a consolidated group is hereinafter referred to as the "Company." The Company operates in Connecticut, Texas, and New York. Merger with Recruiter.com, Inc. Effective March 31, 2019, RGI completed a merger (the "Merger") with Recruiter.com, Inc., a New York based recruiting career services and marketing business and a Delaware corporation ("Pre-Merger Recruiter.com") pursuant to a Merger Agreement and Plan of Merger, dated March 31, 2019. At the effective time of the Merger, RGI's newly formed wholly-owned subsidiary merged with and into Pre-Merger Recruiter.com, with Pre-Merger Recruiter.com continuing as the surviving corporation and a wholly-owned subsidiary of RGI. As consideration in the Merger, the equity holders of Pre-Merger Recruiter.com received a total of 775,000 shares of Series E Preferred Stock of RGI convertible into 9,687,500 shares of the Company's common stock. As a result, the former shareholders of Pre-Merger Recruiter.com controlled approximately 90% of RGI's outstanding common stock and in excess of 50% of the total voting power. Prior to the Merger, from October 30, 2017 RGI was controlled by the principal shareholders of Pre-Merger Recruiter.com. The Merger simply increased their control. RGI's Chief Executive Officer was the Chief Executive Officer and the majority of RGI's Board of Directors were directors (or designees) prior to the Merger. Further, RGI's Executive Chairman was retained as a consultant prior to the Merger with the understanding that if the Merger occurred, he would be appointed Executive Chairman. Prior to the Merger, RGI, Pre-Merger Recruiter.com and VocaWorks had been parties to a license agreement, dated October 30, 2017 (the "License Agreement"), under which Pre-Merger Recruiter.com granted VocaWorks a license to use certain of its proprietary software and related intellectual property. Prior to the Merger, RGI's primary business was operating under the License Agreement. In consideration for the license obtained in the License Agreement, Pre-Merger Recruiter.com received 1,562,500 shares of RGI's common stock. Pre-Merger Recruiter.com also received the right to receive shares of Series B Convertible Preferred Stock (the "Series B Preferred Stock") of RGI upon achievement of certain milestones specified in the License Agreement. As a result, immediately prior to the completion of the Merger, Pre-Merger Recruiter.com owned approximately 98% of RGI's outstanding common stock. In conjunction with the Merger, Pre-Merger Recruiter.com distributed the 1,562,500 shares of RGI's common stock to its shareholders on March 25, 2019. The distribution is considered to have occurred just prior to the completion of the Merger. For accounting purposes, the Merger is being accounted for as a reverse recapitalization of Pre-Merger Recruiter.com and combination of entities under common control ("recapitalization") with Pre-Merger Recruiter.com considered the accounting acquirer and historical issuer. The accompanying consolidated financial statements include Pre-Merger Recruiter.com for all periods presented. Since Pre-Merger Recruiter.com previously owned a majority interest in RGI, the consolidated financial statements include the historical operations of RGI and VocaWorks. All share and per share data in the accompanying consolidated financial statements and notes have been retroactively restated to reflect the effect of the Merger. Asset Purchase Effective March 31, 2019, RGI acquired certain assets and assumed certain liabilities under an asset purchase agreement, dated March 31, 2019, among RGI, Genesys Talent LLC, a Texas limited liability company ("Genesys"), and Recruiting Solutions, a wholly owned subsidiary of the Company (the "Asset Purchase"). As consideration in the Asset Purchase the Company issued a total of 200,000 shares of its Series F Preferred Stock convertible into 2,500,000 shares of the Company's common stock. The acquired assets and liabilities include certain accounts receivable, accounts payable, deferred revenue, sales and client relationships, contracts, intellectual property, partnership and vendor agreements and certain other assets. The Company is utilizing these assets in its employment staffing business to be operated through Recruiting Solutions. This transaction was treated as a business combination (see Note 13). As of the effective date of the Merger, the Company changed its fiscal year end from March 31 to December 31. On May 9, 2019, pursuant to the approval of its Board of Directors (the "Board"), the Company changed its name to Recruiter.com Group, Inc. Revenues are predominantly derived from the following activities: ● Consulting and Staffing. ● Recruiting Solutions. ● Career Solutions. ● Marketing Solutions. |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The unaudited condensed consolidated financial statements include the accounts of RGI and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The accompanying condensed consolidated financial statements are unaudited. The unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and note disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto of RGI for the years ended December 31, 2019 and 2018, filed with the SEC on May 8, 2020. The December 31, 2019 balance sheet is derived from those statements. In the opinion of management, these unaudited interim financial statements as of and for the three and six months ended June 30, 2020 and 2019 include all adjustments (consisting of normal recurring adjustments necessary to present fairly the financial position, results of operations and cash flows of the Company for the periods presented). The results for the three and six months ended June 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any future period. All references to June 30, 2020 and 2019 in these footnotes are unaudited. | Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of RGI and its majority-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. As discussed above, all share and per share data has been retroactively restated in the accompanying consolidated financial statements and footnotes to reflect the effects of the March 31, 2019 recapitalization. Among other effects, this causes the common stock of Pre-Merger Recruiter.com which existed during 2018 to be retroactively reflected as though it were Series E Preferred Stock since it was exchanged for Series E Preferred Stock pursuant to the Merger and recapitalization. Effective August 21, 2019, the Company amended its Certificate of Incorporation to effect a one-for-80 reverse stock split of the Company's common stock. Additionally, the number of authorized shares of common stock was reduced to 31,250,000. All share and per share data has been retroactively restated in the accompanying consolidated financial statements and footnotes for all periods presented to reflect the effects of the reverse stock split. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results and outcomes may differ from management's estimates and assumptions. Included in these estimates are assumptions used to estimate collection of accounts receivable, fair value of available for sale securities, fair value of derivative liabilities, fair value of securities issued for acquisitions, fair value of assets acquired and liabilities assumed in the business combination, fair value of intangible assets and goodwill, valuation of initial right of use assets and corresponding lease liabilities, deferred income tax asset valuation allowances, and valuation of stock based compensation expense. | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results and outcomes may differ from management's estimates and assumptions. Included in these estimates are assumptions used to estimate collection of accounts receivable, fair value of available for sale securities, fair value of derivative liabilities, fair value of securities issued for acquisitions, fair value of assets acquired and liabilities assumed in the business combination, fair value of intangible assets and goodwill, valuation of initial right of use assets and corresponding lease liabilities, deferred income tax asset valuation allowances, and valuation of stock based compensation expense. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term highly liquid investments with a remaining maturity at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed federally insured limits. The Company has not experienced any losses related to these balances as of June 30, 2020. Uninsured balances were approximately $1,136,000 and $0 as of June 30, 2020 and December 31, 2019. The Company had no cash equivalents during or at the end of either period. | Cash and Cash Equivalents The Company considers all short-term highly liquid investments with a remaining maturity at the date of purchase of three months or less to be cash equivalents. Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed federally insured limits. The Company has not experienced any losses related to these balances as of December 31, 2019. There were no uninsured balances as of December 31, 2019 and 2018. The Company had no cash equivalents during or at the end of either period. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 606, "Revenue from Contracts with Customers" ("ASC 606"). Revenues are recognized when control is transferred to customers in amounts that reflect the consideration the Company expects to be entitled to receive in exchange for those goods. Revenue recognition is evaluated through the following five steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when or as a performance obligation is satisfied. Revenues are predominantly derived from the following activities: ● Consulting and Staffing. ● Recruiting Solutions. ● Career Solutions. ● Marketing Solutions. We have a sales team and sales partnerships with direct employers as well as Vendor Management System companies and Managed Service companies that help create sales channels for clients that buy staffing, direct hire, and sourcing services. Once we have secured the relationship and contract with the interested Enterprise customer the delivery and product teams will provide the service to fulfil any or all of the revenue segments. Revenues as presented on the statement of operations represent services rendered to customers less sales adjustments and allowances. Consulting and Staffing Services revenues represent services rendered to customers less sales adjustments and allowances. Reimbursements, including those related to travel and out-of-pocket expenses, are also included in the net service revenues and equivalent amounts of reimbursable expenses are included in costs of revenue. We record substantially all revenue on a gross basis as a principal versus on a net basis as an agent in the presentation of this line of revenues and expenses. We have concluded that gross reporting is appropriate because we have the task of identifying and hiring qualified employees, and our discretion to select the employees and establish their compensation and duties causes us to bear the risk for services that are not fully paid for by customers. Consulting and staffing revenues are recognized when the services are rendered by the temporary employees. Payroll and related taxes of certain employees that are placed on temporary assignment are outsourced to third party payors or related party payors. The payors pay all related costs of employment for these employees, including workers' compensation insurance, state and federal unemployment taxes, social security and certain fringe benefits. We assume the risk of acceptability of the employees to customers. Payments for consulting and staffing services are typically due within 90 days of completion of services. Direct hire recruitment placement revenues are recognized on a gross basis when the guarantee period specified in the customer contract expires. No fees for direct hire placement services are charged to employment candidates. Any payments received prior to the expiration of the guarantee period are recorded as a deferred revenue liability. Payments for recruitment services are typically due within 90 days of completion of services. Career services revenues are recognized on a gross basis upon distribution of resumes or completion of training courses, which is the point at which the performance obligations are satisfied. Payments for career services are typically due upon distribution or completion of services. Marketing and publishing services revenues are recognized on a gross basis when the advertising is placed and displayed or when lead generation activities and online publications are completed, which is the point at which the performance obligations are satisfied. Payments for marketing and publishing are typically due within 30 days of completion of services. Deferred revenue results from transactions in which the Company has been paid for services by customers, but for which all revenue recognition criteria have not yet been met. Once all revenue recognition criteria have been met, the deferred revenues are recognized. Sales tax collected is recorded on a net basis and is excluded from revenue. Contract Assets The Company does not have any contract assets such as work-in-process. All trade receivables on the Company's balance sheet are from contracts with customers. Contract Costs Costs incurred to obtain a contract are capitalized unless they are short term in nature. As a practical matter, costs to obtain a contract that are short term in nature are expensed as incurred. The Company does not have any contract costs capitalized as of June 30, 2020 or December 31, 2019. Contract Liabilities - Deferred Revenue The Company's contract liabilities consist of advance customer payments and deferred revenue. Deferred revenue results from transactions in which the Company has been paid for services by customers, but for which all revenue recognition criteria have not yet been met. Once all revenue recognition criteria have been met, the deferred revenues are recognized. For each of the identified periods, revenues can be categorized into the following: Six Months Ended 2020 2019 Consulting and staffing services $ 3,490,056 $ 1,605,894 Permanent placement fees 290,767 158,381 License and other 231,831 130,365 Career services 79,342 72,765 Marketing and publishing 74,541 168,378 Total revenue $ 4,166,537 $ 2,135,783 Three Months Ended 2020 2019 Consulting and staffing services $ 1,576,662 $ 1,605,894 Permanent placement fees 153,140 118,103 License and other 46,856 130,365 Career services 42,408 33,483 Marketing and publishing 34,348 84,636 Total revenue $ 1,853,414 $ 1,972,481 As of June 30, 2020 and December 31, 2019, deferred revenue amounted to $86,689 and $145,474 respectively. As of June 30, 2020, deferred revenues associated with placement services are $83,189 and we expect the recognition of such services to be $63,001 within the three months ended September 30, 2020 and $20,188 thereafter. As of June 30, 2020, deferred revenues associated with marketing services are $3,500 and we expect the recognition of such services to be within the three months ended September 30, 2020. Revenue from international sources was approximately 2% and 5% for the six months ended June 30, 2020 and 2019, respectively. | Revenue Recognition Adoption of ASC 606, Revenue from Contracts with Customers On January 1, 2018, the Company adopted Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 606, "Revenue from Contracts with Customers" ("ASC 606") using the modified retrospective (cumulative effect) transition method. Under this transition method, results for reporting periods beginning January 1, 2018 or later are presented under ASC 606, while prior period results continue to be reported in accordance with previous guidance. There was no cumulative effect of the initial application of ASC 606 and therefore no cumulative adjustment was recorded to the opening balance of retained earnings. The timing of revenue recognition for our various revenue streams was not materially impacted by the adoption of this standard. The Company believes its business processes, systems, and controls are appropriate to support recognition and disclosure under ASC 606. In addition, the adoption has led to increased footnote disclosures. Overall, the adoption of ASC 606 did not have a material impact on the Company's balance sheet, statement of operations or statement of cash flows. ASC 606 also requires additional disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. As described below, the analysis of contracts under ASC 606 supports the recognition of revenue at a point in time, resulting in revenue recognition timing that is materially consistent with the Company's historical practice of recognizing service revenue over the service period. ASC 606 is described in the section that follows. Policy The Company recognizes revenue in accordance with ASC 606. Revenues are recognized when control is transferred to customers in amounts that reflect the consideration the Company expects to be entitled to receive in exchange for those goods. Revenue recognition is evaluated through the following five steps: (i) identification of the contract, or contracts, with a customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when or as a performance obligation is satisfied. Revenues are predominantly derived from the following activities: ● Consulting and Staffing. ● Recruiting Solutions. ● Career Solutions. ● Marketing Solutions. We have a sales team and sales partnerships with direct employers as well as Vendor Management System companies and Managed Service companies that help create sales channels for clients that buy staffing, direct hire, and sourcing services. Once we have secured the relationship and contract with the interested Enterprise customer the delivery and product teams will provide the service to fulfil any or all of the revenue segments. Revenues as presented on the statement of operations represent services rendered to customers less sales adjustments and allowances. Consulting and Staffing Services revenues represent services rendered to customers less sales adjustments and allowances. Reimbursements, including those related to travel and out-of-pocket expenses, are also included in the net service revenues and equivalent amounts of reimbursable expenses are included in costs of revenue. We record substantially all revenue on a gross basis as a principal versus on a net basis as an agent in the presentation of this line of revenues and expenses. We have concluded that gross reporting is appropriate because we have the task of identifying and hiring qualified employees, and our discretion to select the employees and establish their compensation and duties causes us to bear the risk for services that are not fully paid for by customers. Consulting and staffing revenues are recognized when the services are rendered by the temporary employees. Payroll and related taxes of employees that are placed on temporary assignment are outsourced to third party payors or related party payors. The payors pay all related costs of employment, including workers' compensation insurance, state and federal unemployment taxes, social security and certain fringe benefits. We assume the risk of acceptability of the employees to customers. Payments for consulting and staffing services are typically due within 90 days of completion of services. Direct hire recruitment placement revenues are recognized on a gross basis when the guarantee period specified in the customer contract expires. No fees for direct hire placement services are charged to employment candidates. Any payments received prior to the expiration of the guarantee period are recorded as a deferred revenue liability. Payments for recruitment services are typically due within 90 days of completion of services. Career services revenues are recognized on a gross basis upon distribution of resumes or completion of training courses, which is the point at which the performance obligations are satisfied. Payments for career services are typically due upon distribution or completion of services. Marketing and publishing services revenues are recognized on a gross basis when the advertising is placed and displayed or when lead generation activities and online publications are completed, which is the point at which the performance obligations are satisfied. Payments for marketing and publishing are typically due within 30 days of completion of services. Deferred revenue results from transactions in which the Company has been paid for services by customers, but for which all revenue recognition criteria have not yet been met. Once all revenue recognition criteria have been met, the deferred revenues are recognized. Sales tax collected is recorded on a net basis and is excluded from revenue. Contract Assets The Company does not have any contract assets such as work-in-process. All trade receivables on the Company's balance sheet are from contracts with customers. Contract Costs Costs incurred to obtain a contract are capitalized unless they are short term in nature. As a practical matter, costs to obtain a contract that are short term in nature are expensed as incurred. The Company does not have any contract costs capitalized as of December 31, 2019 or 2018. Contract Liabilities - Deferred Revenue The Company's contract liabilities consist of advance customer payments and deferred revenue. Deferred revenue results from transactions in which the Company has been paid for services by customers, but for which all revenue recognition criteria have not yet been met. Once all revenue recognition criteria have been met, the deferred revenues are recognized. For each of the identified periods, revenues can be categorized into the following: Years ended December 31, 2019 and 2018: December 31, December 31, 2019 2018 Consulting and staffing services $ 4,792,607 $ - Permanent placement fees 274,030 130,719 License and other 486,388 - Career services 138,384 158,822 Marketing and publishing 306,578 539,379 Total revenue $ 5,997,987 $ 828,920 As of December 31, 2019 and 2018, deferred revenue amounted to $145,474 and $59,468 respectively. As of December 31, 2019, deferred revenues associated with placement services are $124,274 and we expect the recognition of such services to be $109,334 within the first three months of 2020 and $14,940 thereafter. As of December 31, 2019, deferred revenues associated with marketing services are $21,200 and we expect the recognition of such services to be within the first three months of 2020. Approximately 4% of our revenue for 2019 was from international sources. |
Costs of Revenue | Costs of Revenue Costs of revenues consist of employee costs, third party staffing costs and other fees, outsourced recruiter fees and net margin revenue share. | Costs of Revenue Costs of revenues consist of third party staffing costs and other fees, outsourced recruiter fees and net margin revenue share. |
Accounts Receivable | Accounts Receivable Credit is extended to customers based on an evaluation of their financial condition and other factors. Management periodically assesses the Company's accounts receivable and, if necessary, establishes an allowance for estimated uncollectible amounts. Accounts determined to be uncollectible are charged to operations when that determination is made. The Company usually does not require collateral. We have recorded an allowance for doubtful accounts of $33,000 and $21,000 as of June 30, 2020 and December 31, 2019, respectively. Bad debt expense was $750 and $0 for the three month periods ended June 30, 2020 and 2019, respectively and $12,000 and $0 for six month periods ended June 30, 2020 and 2019, respectively. | Accounts Receivable Credit is extended to customers based on an evaluation of their financial condition and other factors. Management periodically assesses the Company's accounts receivable and, if necessary, establishes an allowance for estimated uncollectible amounts. Accounts determined to be uncollectible are charged to operations when that determination is made. The Company usually does not require collateral. We have recorded an allowance for doubtful accounts of $23,500 and $0 as of December 31, 2019 and 2018, respectively. Bad debt expense was $23,500 and $0 for the years ended December 31, 2019 and 2018, respectively. |
Concentration of Credit Risk and Significant Customers and Vendors | Concentration of Credit Risk and Significant Customers and Vendors As of June 30, 2020, two customers accounted for more than 10% of the accounts receivable balance, at 42% and 13%, for a total of 55%. As of December 31, 2019, three customers accounted for more than 10% of the accounts receivable balance, at 19%, 15% and 13%, for a total of 47%. For the six months ended June 30, 2020 three customers accounted for 10% of more of total revenue, at 35%, 15% and 14%, for a total of 64%. For the six months ended June 30, 2019 three customers accounted for 10% or more of total revenue, at 25%, 18% and 10%, for a total of 53%. We use a related party firm for software development and maintenance related to our website and the platform underlying our operations. One of our officers and principal shareholders is an employee of this firm but exerts control over this firm (see Note 12). We are a party to that certain license agreement with a related party firm (see Note 12). Pursuant to the license agreement the firm has granted us an exclusive license to use certain candidate matching software and render certain related services to us. If this relationship was terminated or if the firm was to cease doing business or cease to support the applications we currently utilize, we may be forced to expend significant time and resources to replace the licensed software. Further, the necessary replacements may not be available on a timely basis on favorable terms, or at all. If we were to lose the ability to use this software our business and operating results could be materially and adversely affected. | Concentration of Credit Risk and Significant Customers and Vendors As of December 31, 2019, three customers accounted for more than 10% of the accounts receivable balance, at 19%, 15%, and 13%, for a total of 47%. As of December 31, 2018, four customers accounted for more than 10% of the accounts receivable balance, at 24%, 22%, 21% and 12%, for a total of 79%. For the year ended December 31, 2019 two customers accounted for 49% of total revenue at 32% and 17%. For the year ended December 31, 2018 two customers accounted for 10% or more of total revenue, at 12% and 11%, for a total of 23%. We use a related party firm for software development and maintenance related to our website and the platform underlying our operations. One of our officers and principal shareholders is an employee of this firm but exerts control over this firm (see Note 12). We are a party to that certain license agreement with a related party firm (see Note 12). Pursuant to the license agreement the firm has granted us an exclusive license to use certain candidate matching software and render certain related services to us. If this relationship was terminated or if the firm was to cease doing business or cease to support the applications we currently utilize, we may be forced to expend significant time and resources to replace the licensed software. Further, the necessary replacements may not be available on a timely basis on favorable terms, or at all. If we were to lose the ability to use this software our business and operating results could be materially and adversely affected. |
Advertising and Marketing Costs | Advertising and Marketing Costs The Company expenses all advertising and marketing costs as incurred. Advertising and marketing costs were $15,068 and $2,969 for the three months ended June 30, 2020 and 2019, respectively. Advertising and marketing costs were $40,311 and $2,969 for the six months ended June 30, 2020 and 2019, respectively. | Advertising and Marketing Costs The Company expenses all advertising and marketing costs as incurred. Advertising and marketing costs were $120,559 and $13,669 for the years ended December 31, 2019 and 2018, respectively. |
Fair Value of Financial Instruments and Fair Value Measurements | Fair Value of Financial Instruments and Fair Value Measurements The Company measures and discloses the fair value of assets and liabilities required to be carried at fair value in accordance with ASC 820, Fair Value Measurements and Disclosures. ASC 820 defines fair value, establishes a hierarchical framework for measuring fair value, and enhances fair value measurement disclosure. ASC 825 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes three levels of inputs that may be used to measure fair value: Level 1 - Quoted prices for identical assets or liabilities in active markets to which we have access at the measurement date. Level 2 - Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 - Unobservable inputs for the asset or liability. The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company's investment in available for sale securities and warrant derivative liabilities are measured at fair value. The securities are measured based on current trading prices using Level 1 fair value inputs. The Company's derivative instruments are valued using Level 3 fair value inputs. The Company does not have any other financial instruments which require re-measurement to fair value. The carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, and loans payable represent fair value based upon their short-term nature. A financial asset or liability's classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The table below summarizes the fair values of our financial assets and liabilities as of June 30, 2020: Fair Value at Fair Value Measurement Using 2020 Level 1 Level 2 Level 3 Available for sale marketable securities (Note 3) $ 9,017 $ 9,017 $ - $ - Warrant derivative liability (Note 10) $ 9,783,912 $ - $ - $ 9,783,912 The reconciliation of the derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows for the six months ended June 30, 2020: Balance at December 31, 2019 $ 612,042 Additions to derivative instruments 5,625,519 Anti-dilution adjustments to derivative instruments 2,642,175 Loss on change in fair value of derivative liability 904,176 Balance at June 30, 2020 $ 9,783,912 | Fair Value of Financial Instruments and Fair Value Measurements The Company measures and discloses the fair value of assets and liabilities required to be carried at fair value in accordance with ASC 820, Fair Value Measurements and Disclosures. ASC 820 defines fair value, establishes a hierarchical framework for measuring fair value, and enhances fair value measurement disclosure. ASC 825 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes three levels of inputs that may be used to measure fair value: Level 1 - Quoted prices for identical assets or liabilities in active markets to which we have access at the measurement date. Level 2 - Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 - Unobservable inputs for the asset or liability. The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company's investment in available for sale securities and warrant derivative liabilities are measured at fair value. The securities are measured based on current trading prices using Level 1 fair value inputs. The Company's derivative instruments are valued using Level 3 fair value inputs. The Company does not have any other financial instruments which require re-measurement to fair value. The carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, and loans payable represent fair value based upon their short-term nature. A financial asset or liability's classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The table below summarizes the fair values of our financial assets and liabilities as of December 31, 2019: Fair Value at Fair Value Measurement Using 2019 Level 1 Level 2 Level 3 Available for sale marketable securities (Note 3) $ 44,766 $ 44,766 $ - $ - Derivative liability (Note 10) $ 612,042 $ - $ - $ 612,042 The reconciliation of the derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows for the year ended December 31, 2019: Balance at December 31, 2018 $ - Additions to derivative instruments 1,750,646 Gain on change in fair value of derivative liability (1,138,604 ) Balance at December 31, 2019 $ 612,042 |
Goodwill | Goodwill In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Goodwill is comprised of the purchase price of business combinations in excess of the fair value assigned at acquisition to the net tangible and identifiable intangible assets acquired. Goodwill is not amortized. The Company tests goodwill for impairment for its reporting units on an annual basis, or when events occur or circumstances indicate the fair value of a reporting unit is below its carrying value. The Company performs its annual goodwill impairment assessment on December 31st of each year, or earlier if facts and circumstances indicate that an impairment may have occurred. When evaluating the potential impairment of goodwill, management first assesses a range of qualitative factors, including but not limited to, macroeconomic conditions, industry conditions, the competitive environment, changes in the market for the Company's products and services, regulatory and political developments, entity specific factors such as strategy and changes in key personnel, and the overall financial performance for each of the Company's reporting units. If, after completing this assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we then proceed to the impairment testing methodology primarily using the income approach (discounted cash flow method). We compare the carrying value of the reporting unit, including goodwill, with its fair value, as determined by its estimated discounted cash flows. If the carrying value of a reporting unit exceeds its fair value, then the amount of impairment to be recognized is recognized as the amount by which the carrying amount exceeds the fair value. When required, we arrive at our estimates of fair value using a discounted cash flow methodology which includes estimates of future cash flows to be generated by specifically identified assets, as well as selecting a discount rate to measure the present value of those anticipated cash flows. Estimating future cash flows requires significant judgment and includes making assumptions about projected growth rates, industry-specific factors, working capital requirements, weighted average cost of capital, and current and anticipated operating conditions. The use of different assumptions or estimates for future cash flows could produce different results. | Goodwill In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Goodwill is comprised of the purchase price of business combinations in excess of the fair value assigned at acquisition to the net tangible and identifiable intangible assets acquired. Goodwill is not amortized. The Company tests goodwill for impairment for its reporting units on an annual basis, or when events occur or circumstances indicate the fair value of a reporting unit is below its carrying value. The Company performs its annual goodwill and impairment assessment on December 31st of each year (see Note 4). When evaluating the potential impairment of goodwill, management first assess a range of qualitative factors, including but not limited to, macroeconomic conditions, industry conditions, the competitive environment, changes in the market for the Company's products and services, regulatory and political developments, entity specific factors such as strategy and changes in key personnel, and the overall financial performance for each of the Company's reporting units. If, after completing this assessment, it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying value, we then proceed to the impairment testing methodology primarily using the income approach (discounted cash flow method). We compare the carrying value of the reporting unit, including goodwill, with its fair value, as determined by its estimated discounted cash flows. If the carrying value of a reporting unit exceeds its fair value, then the amount of impairment to be recognized is recognized as the amount by which the carrying amount exceeds the fair value. When required, we arrive at our estimates of fair value using a discounted cash flow methodology which includes estimates of future cash flows to be generated by specifically identified assets, as well as selecting a discount rate to measure the present value of those anticipated cash flows. Estimating future cash flows requires significant judgment and includes making assumptions about projected growth rates, industry-specific factors, working capital requirements, weighted average cost of capital, and current and anticipated operating conditions. The use of different assumptions or estimates for future cash flows could produce different results. |
Stock-Based Compensation | Stock-Based Compensation We account for our stock-based compensation under ASC 718 "Compensation – Stock Compensation" using the fair value based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the shorter of the service period or the vesting period of the stock-based compensation. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option pricing model. Determining the fair value of stock-based compensation at the grant date under this model requires judgment, including estimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value of stock-based compensation represent the Company's best estimates, but these estimates involve inherent uncertainties and the application of management judgment. | Stock-Based Compensation We account for our stock-based compensation under ASC 718 "Compensation – Stock Compensation" using the fair value based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the shorter of the service period or the vesting period of the stock-based compensation. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option pricing model. Determining the fair value of stock-based compensation at the grant date under this model requires judgment, including estimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value of stock-based compensation represent the Company's best estimates, but these estimates involve inherent uncertainties and the application of management judgment. Through December 31, 2018 we used the fair value method for equity instruments granted to non-employees and used the Black-Scholes model for measuring the fair value of options. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods. On January 1, 2019, the Company adopted ASU 2018-07, which substantially aligns stock-based compensation for employees and non-employees and accounts for non-employee share-based awards in accordance with the measurement and recognition criteria of ASC 718. The Company used the modified prospective method of adoption. There was no cumulative effect of the adoption of ASC 718. |
Derivative Instruments | Derivative Instruments The Company's derivative financial instruments consist of the warrants issued with the sale of our convertible notes in 2020 (See Notes 8 and 10) and warrants issued with the sale of our Series D Preferred Stock in 2019 and 2020 (see Notes 9 and 10). The accounting treatment of derivative financial instruments requires that we record the derivatives at their fair values as of the inception date of the debt agreements and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense at each balance sheet date. If the fair value of the derivatives was higher at the subsequent balance sheet date, we recorded a non-operating, non-cash charge. If the fair value of the derivatives was lower at the subsequent balance sheet date, we recorded non-operating, non-cash income. | Derivative Instruments The Company's derivative financial instruments consist of the warrants issued with the sale of our Series D Preferred Stock in 2019 (see Note 10). The accounting treatment of derivative financial instruments requires that we record the derivatives at their fair values as of the inception date of the debt agreements and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense at each balance sheet date. If the fair value of the derivatives was higher at the subsequent balance sheet date, we recorded a non-operating, non-cash charge. If the fair value of the derivatives was lower at the subsequent balance sheet date, we recorded non-operating, non-cash income. |
Product Development | Product Development Product development costs are included in selling, general and administrative expenses and consist of support, maintenance and upgrades of our website and IT platform and are charged to operations as incurred. | Product Development Product development costs are included in selling, general and administrative expenses and consist of support, maintenance and upgrades of our website and IT platform and are charged to operations as incurred. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The Company follows ASC 260 "Earnings Per Share" for calculating the basic and diluted earnings (or loss) per share. Basic earnings (or loss) per share are computed by dividing earnings (or loss) available to common shareholders by the weighted-average number of common shares outstanding. Diluted earnings (or loss) per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential shares of common stock had been issued and if the additional shares were dilutive. Common stock equivalents are excluded from the diluted earnings (or loss) per share computation if their effect is anti-dilutive. Common stock equivalents in amounts of 24,381,679 and 19,436,262 were excluded from the computation of diluted earnings per share for the three and six months ended June 30, 2020 and 2019, respectively, because their effects would have been anti-dilutive. June 30, June 30, 2020 2019 Options 1,355,758 540,905 Stock awards 866,500 494,593 Warrants 3,653,443 470,939 Convertible notes 1,845,703 - Convertible preferred stock 16,660,275 17,929,825 24,381,679 19,436,262 | Earnings (Loss) Per Share The Company follows ASC 260 "Earnings Per Share" for calculating the basic and diluted earnings (or loss) per share. Basic earnings (or loss) per share are computed by dividing earnings (or loss) available to common shareholders by the weighted-average number of common shares outstanding. Diluted earnings (or loss) per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential shares of common stock had been issued and if the additional shares were dilutive. Common stock equivalents are excluded from the diluted earnings (or loss) per share computation if their effect is anti-dilutive. Common stock equivalents in amounts of 18,817,702 and 21,134 were excluded from the computation of diluted earnings per share for the years ended December 31, 2019 and 2018, respectively, because their effects would have been anti-dilutive. December 31, December 31, 2019 2018 Options 873,420 5,960 Stock awards 857,093 - Warrants 470,939 15,174 Convertible preferred stock 16,616,250 - 18,817,702 21,134 |
Business Segments | Business Segments The Company uses the "management approach" to identify its reportable segments. The management approach designates the internal organization used by management for making operating decisions and assessing performance as the basis for identifying the Company's reportable segments. Using the management approach, the Company determined that it has one operating segment. | Business Segments The Company uses the "management approach" to identify its reportable segments. The management approach designates the internal organization used by management for making operating decisions and assessing performance as the basis for identifying the Company's reportable segments. Using the management approach, the Company determined that it has one operating segment. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements There have not been any recent changes in accounting pronouncements and ASU issued by the FASB that are of significance or potential significance to the Company except as disclosed below. In December 2019, the FASB issued ASU 2019-12, " Simplifying the Accounting for Income Taxes | Recently Issued Accounting Pronouncements There have not been any recent changes in accounting pronouncements and ASU issued by the FASB that are of significance or potential significance to the Company except as disclosed below. In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): In December 2019, the FASB issued ASU 2019-12, " Simplifying the Accounting for Income Taxes |
Marketable Securities | Marketable Securities On January 1, 2018, the Company adopted Accounting Standards Update ("ASU") 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. The fair value allowance of the securities of $489,591 at December 31, 2017 has been reclassified to accumulated deficit from accumulated other comprehensive income at January 1, 2018 as a cumulative effect adjustment using the modified prospective method of adoption. The unrealized loss on the marketable securities during the years ended December 31, 2019 and 2018 has been included in a separate line item on the statement of operations, Net Recognized Loss on Marketable Securities. | |
Noncontrolling Interest in Majority Owned Subsidiary | Noncontrolling Interest in Majority Owned Subsidiary The Company follows ASC 810-10-65, Noncontrolling Interests in Consolidated Financial Statements, an amendment of Accounting Research Bulletin No. 51. This ASC clarifies that a noncontrolling (minority) interest in a subsidiary is an ownership interest in the entity that should be reported as equity in the consolidated financial statements. It also requires consolidated net income to include the amounts attributable to both the parent and noncontrolling interest, with disclosure on the face of the consolidated income statement of the amounts attributed to the parent and to the noncontrolling interest. In accordance with ASC 810-10-45-21, those losses attributable to the parent and the noncontrolling interest in subsidiaries may exceed their interests in the subsidiary's equity. The excess and any further losses attributable to the parent and the noncontrolling interest shall be attributed to those interests even if that attribution results in a deficit noncontrolling interest balance. The average noncontrolling interest percentage in RGI was 10.04% for the three months ended March 31, 2019 and 6.66% for the year ended December 31, 2018. The change in percentage in 2019 and 2018 results from the issuance of RGI common stock upon the conversion of RGI preferred stock. There was no noncontrolling interest after the March 31, 2019 recapitalization. | |
Software Costs | Software Costs We capitalize certain software development costs incurred in connection with developing or obtaining software for internal use when both the preliminary project stage is completed and it is probable that the software will be used as intended. Capitalization ceases after the software is operational; however, certain upgrades and enhancements may be capitalized if they add functionality. Capitalized software costs include only (i) external direct costs of materials and services utilized in developing or obtaining software, (ii) compensation and related benefits for employees who are directly associated with the software project and (iii) interest costs incurred while developing internal-use software. | |
Intangible Assets | Intangible Assets Intangible assets consist primarily of the assets acquired from Genesys, including customer contracts and intellectual property, acquired on March 31, 2019 (see Note 13). Amortization expense will be recorded on the straight line basis over the estimated economic lives of three years. Intangible assets also included internal use software development costs for the Company's website and iPhone App. These costs were not placed in service and the Company has no plans to place these assets in service in the foreseeable future. We have fully impaired these assets at December 31, 2019 (see Note 4). | |
Business Combinations | Business Combinations For all business combinations (whether partial, full or step acquisitions), the Company records 100% of all assets and liabilities of the acquired business, including goodwill, generally at their fair values; contingent consideration, if any, is recognized at its fair value on the acquisition date and, for certain arrangements, changes in fair value are recognized in earnings until settlement and acquisition-related transaction and restructuring costs are expensed rather than treated as part of the cost of the acquisition. | |
Long-lived assets | Long-lived assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the book value of the asset may not be recoverable. The Company periodically evaluates whether events and circumstances have occurred that indicate possible impairment. When impairment indicators exist, the Company estimates the future undiscounted net cash flows of the related asset or asset group over the remaining life of the asset in measuring whether or not the asset values are recoverable (see Note 4). | |
Income Taxes | Income Taxes We utilize ASC 740 "Income Taxes" which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. The Company recognizes the impact of a tax position in the financial statements only if that position is more likely than not to be sustained upon examination by taxing authorities, based on the technical merits of the position. Our practice is to recognize interest and/or penalties, if any, related to income tax matters in income tax expense. | |
Convertible Instruments | Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with various accounting standards. ASC 480 “Distinguishing Liabilities From Equity” provides that instruments convertible predominantly at a fixed rate resulting in a fixed monetary amount due upon conversion with a variable quantity of shares (“stock settled debt”) be recorded as a liability at the fixed monetary amount. ASC 815 “Derivatives and Hedging” generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three 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 otherwise applicable generally accepted accounting principles 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. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of Conventional Convertible Debt Instrument.” The Company accounts for convertible instruments (when it has determined that the instrument is not a stock settled debt and the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, 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. Discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the share transaction and the effective conversion price embedded in the preferred shares. ASC 815-40 provides that generally if an event is not within the entity’s control and could require net cash settlement, then the contract shall be classified as an asset or a liability. In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): Part 1 – Accounting for Certain Financial Instruments with Down Round Features and Part 2 – Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with Scope Exception (“ASU No. 2017-11”). Part 1 of ASU No. 2017-11 addresses the complexity of accounting for certain financial instruments with down round features. Down round features are provisions in certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. The Company has early adopted the guidance under ASU 2017-11 for the year ended December 31, 2017. The Company has determined that the conversion features of the RGI convertible preferred stock and stock purchase warrants outstanding immediately prior to the Merger do not require bifurcation as free standing derivative instruments, based on the adoption of ASU 2017-11 and the guidance related to down round features. The Company has determined that the conversion features of its convertible preferred stock issued in 2019 do not require bifurcation as free standing derivative instruments. | |
Leases | Leases In February 2016, the Financial Accounting Standards Board issued Accounting Standards Update No. 2016-02: "Leases (Topic 842)" whereby lessees need to recognize almost all leases on their balance sheet as a right of use asset and a corresponding lease liability. The Company adopted this standard as of January 1, 2019 using the effective date method and applying the package of practical expedients to leases that commenced before the effective date whereby the Company elected not to reassess the following: (i) whether any expired or existing contracts contain leases, and (ii) initial direct costs for any existing leases. For contracts entered into after the effective date, at the inception of a contract the Company will assess whether the contract is, or contains, a lease. The Company's assessment will be based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company will allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. The Company has elected not to recognize right of use assets and lease liabilities for short term leases that have a term of 12 months or less. |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Schedule of revenues can be categorized into the following | Six Months Ended 2020 2019 Consulting and staffing services $ 3,490,056 $ 1,605,894 Permanent placement fees 290,767 158,381 License and other 231,831 130,365 Career services 79,342 72,765 Marketing and publishing 74,541 168,378 Total revenue $ 4,166,537 $ 2,135,783 Three Months Ended 2020 2019 Consulting and staffing services $ 1,576,662 $ 1,605,894 Permanent placement fees 153,140 118,103 License and other 46,856 130,365 Career services 42,408 33,483 Marketing and publishing 34,348 84,636 Total revenue $ 1,853,414 $ 1,972,481 | December 31, December 31, 2019 2018 Consulting and staffing services $ 4,792,607 $ - Permanent placement fees 274,030 130,719 License and other 486,388 - Career services 138,384 158,822 Marketing and publishing 306,578 539,379 Total revenue $ 5,997,987 $ 828,920 |
Schedule of fair values of financial assets and liabilities | Fair Value at Fair Value Measurement Using 2020 Level 1 Level 2 Level 3 Available for sale marketable securities (Note 3) $ 9,017 $ 9,017 $ - $ - Warrant derivative liability (Note 10) $ 9,783,912 $ - $ - $ 9,783,912 | Fair Value at Fair Value Measurement Using 2019 Level 1 Level 2 Level 3 Available for sale marketable securities (Note 3) $ 44,766 $ 44,766 $ - $ - Derivative liability (Note 10) $ 612,042 $ - $ - $ 612,042 |
Schedule of derivative liability measured at fair value on a recurring basis | Balance at December 31, 2019 $ 612,042 Additions to derivative instruments 5,625,519 Anti-dilution adjustments to derivative instruments 2,642,175 Loss on change in fair value of derivative liability 904,176 Balance at June 30, 2020 $ 9,783,912 | Balance at December 31, 2018 $ - Additions to derivative instruments 1,750,646 Gain on change in fair value of derivative liability (1,138,604 ) Balance at December 31, 2019 $ 612,042 |
Schedule of earnings (loss) per share | June 30, June 30, 2020 2019 Options 1,355,758 540,905 Stock awards 866,500 494,593 Warrants 3,653,443 470,939 Convertible notes 1,845,703 - Convertible preferred stock 16,660,275 17,929,825 24,381,679 19,436,262 | December 31, December 31, 2019 2018 Options 873,420 5,960 Stock awards 857,093 - Warrants 470,939 15,174 Convertible preferred stock 16,616,250 - 18,817,702 21,134 |
Investment in Available for S_2
Investment in Available for Sale Marketable Securities (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Schedule of net recognized gains (losses) on equity investments | Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Net realized gains (losses) on investment sold $ (401 ) $ - $ (2,543 ) $ - Net unrealized gains (losses) on investments still held 447 (92,500 ) (16,197 ) (101,417 ) Total $ 46 $ (92,500 ) $ (18,740 ) $ (101,417 ) | Years Ended December 31, 2019 2018 Net realized gains (losses) on investment sold $ (49,757 ) $ (1,792 ) Net unrealized gains (losses) on investments still held (110,692 ) (99,416 ) Total $ (160,449 ) $ (101,208 ) |
Schedule of reconciliation of the investment in marketable securities | June 30, June 30, 2020 2019 Balance – December 31 $ 44,766 $ 33,917 Additions - 240,000 Proceeds on sales of securities (17,009 ) - Recognized losses (18,740 ) (101,417 ) Balance – June 30 $ 9,017 $ 172,500 | December 31, December 31, 2019 2018 Balance – January 1 $ 33,917 $ 135,409 Additions 240,000 - Proceeds on sales of securities (68,702 ) (284 ) Recognized losses (160,449 ) (101,208 ) Balance – December 31 $ 44,766 $ 33,917 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | December 31, December 31, Carrying value – January 1 $ - $ - Goodwill acquired during the year 6,517,315 - 6,517,315 - Accumulated impairment losses (3,000,000 ) - Carrying value – December 31 $ 3,517,315 $ - |
Schedule of Intangible assets | December 31, December 31, Customer contracts $ 183,107 $ - License 1,726,965 - Software costs - 101,520 1,910,072 101,520 Less accumulated amortization (477,518 ) - Carrying value $ 1,432,554 $ 101,520 |
Loans Payable (Tables)
Loans Payable (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Loans Payable [Abstract] | ||
Schedule of loans payable | June 30, December 31, Term loans $ 90,440 $ 103,800 Less current portion (27,335 ) (25,934 ) Non-current portion $ 63,105 $ 77,866 | December 31, December 31, Lines of credit and loan agreements $ - $ 81,067 Term loans 103,800 127,767 103,800 208,834 Less current portion (25,934 ) (105,028 ) Non-current portion $ 77,866 $ 103,806 |
Schedule of future principal payments under the term notes | Year Ending December 31, 2020 $ 13,386 2021 28,195 2022 30,133 2023 18,726 Total minimum principal payments $ 90,440 | Year Ending December 31, 2020 $ 25,934 2021 28,136 2022 30,492 2023 19,238 Total minimum principal payments $ 103,800 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit), Temporary Equity and Noncontrolling Interests (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of restricted stock grant activity | Stock Outstanding at December 31, 2017 - Granted - Forfeited or cancelled - Outstanding at December 31, 2018 - Assumed in recapitalization 43,423 Granted post-recapitalization 813,670 Forfeited or cancelled - Outstanding at December 31, 2019 857,093 |
Stock Options and Warrants (Tab
Stock Options and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock option activity | Options Outstanding Weighted Average Exercise Outstanding at December 31, 2017 75 $ 4,369.60 Granted - - Exercised - - Expired or cancelled - - Outstanding at December 31, 2018 75 4369.60 Assumed in recapitalization 89,735 4.75 Cancelled in recapitalization (75 ) 4369.60 Granted post-recapitalization 783,747 4.37 Exercised - - Expired or cancelled (62 ) 28.00 Outstanding at December 31, 2019 873,420 $ 4.41 Exercisable at December 31, 2019 459,477 $ 5.42 |
Schedule of warrants activity | Warrants Weighted Average Price Per Outstanding at December 31, 2017 190 $ 1,054.40 Issued - - Exercised - - Expired or cancelled - - Outstanding at December 31, 2018 190 1054.40 Assumed in recapitalization 2,250,000 0.80 Cancelled in recapitalization (190 ) 1054.40 Exchanged pursuant to recapitalization (2,250,000 ) 0.80 Issued post-recapitalization 470,939 4.80 Exercised - - Expired or cancelled - - Outstanding at December 31, 2019 470,939 $ 4.80 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule of right of use asse | June 30, Operating office lease $ 269,054 Less accumulated reduction (91,723 ) Balance of ROU asset at June 30, 2020 $ 177,331 | December 31, Operating office lease $ 269,054 Less accumulated reduction (55,034 ) Balance of ROU asset at December 31, 2019 $ 214,020 |
Schedule of operating lease liability | June 30, Total lease liability $ 269,054 Reduction of lease liability (91,723 ) Total 177,331 Less short term portion as of June 30, 2020 (73,378 ) Long term portion as of June 30, 2020 $ 103,953 | December 31, Total lease liability $ 269,054 Reduction of lease liability (55,034 ) Total 214,020 Less short term portion as of December 31, 2019 (73,378 ) Long term portion as of December 31, 2019 $ 140,642 |
Schedule of future base lease payments under the non-cancellable operating lease | 2020 $ 43,842 2021 89,736 2022 82,885 Total minimum non-cancellable operating lease payments 216,463 Less discount to fair value (39,132 ) Total fair value of lease payments $ 177,331 | 2020 $ 86,997 2021 89,736 2022 82,885 Total minimum non-cancellable operating lease payments 259,618 Less discount to fair value (45,598 ) Total minimum principal payments $ 214,020 |
Business Combination (Tables)
Business Combination (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Business Combinations [Abstract] | ||
Schedule of estimated fair value of the assets acquired at the date of acquisition | Accounts receivable $ 768,005 Customer contracts 183,107 License 1,726,965 Goodwill 6,517,315 Accounts payable (532,292 ) Deferred revenue (63,100 ) $ 8,600,000 | |
Schedule of supplemental unaudited pro forma combined information | June 30, 2019 Revenue $ 3,937,422 Net Loss $ (3,650,641 ) Loss per common share, basic and diluted $ (4.02 ) | December 31, December 31, 2019 2018 Revenue $ 7,799,626 $ 10,054,330 Net Loss $ (12,672,671 ) $ (5,472,093 ) Loss per common share, basic and diluted $ (8.86 ) $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assests | 2019 2018 Deferred tax assets (liabilities): Net operating loss carryover $ 1,776 $ 638 Intangibles amortization 701 - Accrued compensation 17 44 Stock compensation 21 - Accrued interest - 48 Capital losses 196 138 Bad debt allowance 5 - Deferred revenue (35 ) (16 ) Total deferred tax assets, net 2,681 852 Less: valuation allowance (2,681 ) (852 ) Net deferred tax assets $ - $ - |
Schedule of corporate tax rate | 2019 2018 Statutory federal income tax rate -21.0 % -21.0 % State income taxes, net of federal benefits -1.1 % -5.7 % Non-deductible items 6.6 % 5.2 % Change in valuation allowance 15.5 % 21.5 % Effective income tax rate - % - % |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Total revenue | $ 1,853,414 | $ 1,972,481 | $ 4,166,537 | $ 2,135,783 | $ 5,997,987 | $ 828,920 |
Consulting and staffing services [Member] | ||||||
Total revenue | 1,576,662 | 1,605,894 | 3,490,056 | 1,605,894 | 4,792,607 | |
Permanent placement fees [Member] | ||||||
Total revenue | 153,140 | 118,103 | 290,767 | 158,381 | 274,030 | 130,719 |
License and other [Member] | ||||||
Total revenue | 46,856 | 130,365 | 231,831 | 130,365 | 486,388 | |
Career services [Member] | ||||||
Total revenue | 42,408 | 33,483 | 79,342 | 72,765 | 138,384 | 158,822 |
Marketing and publishing [Member] | ||||||
Total revenue | $ 34,348 | $ 84,636 | $ 74,541 | $ 168,378 | $ 306,578 | $ 539,379 |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies (Details 1) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Available for sale marketable securities (Note 3) | $ 9,017 | $ 44,766 | $ 172,500 | $ 33,917 | $ 135,409 |
Derivative liability (Note 10) | 9,783,912 | 612,042 | |||
Level 1 [Member] | |||||
Available for sale marketable securities (Note 3) | 9,017 | 44,766 | |||
Derivative liability (Note 10) | |||||
Level 2 [Member] | |||||
Available for sale marketable securities (Note 3) | |||||
Derivative liability (Note 10) | |||||
Level 3 [Member] | |||||
Available for sale marketable securities (Note 3) | |||||
Derivative liability (Note 10) | $ 9,783,912 | $ 612,042 |
Organization and Summary of S_6
Organization and Summary of Significant Accounting Policies (Details 2) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Balance at beginning of period | $ 612,042 | |
Additions to derivative instruments | 5,625,519 | 1,750,646 |
Anti-dilution adjustments to derivative instruments | 2,642,175 | |
Gain/Lloss on change in fair value of derivative liability | 904,176 | 1,138,604 |
Balance at end of period | $ 9,783,912 | $ 612,042 |
Organization and Summary of S_7
Organization and Summary of Significant Accounting Policies (Details 3) - shares | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Common shares equivalents, outstanding | 24,381,679 | 19,436,262 | 18,817,702 | 21,134 |
Convertible notes [Member] | ||||
Common shares equivalents, outstanding | 1,845,703 | |||
Convertible preferred stock [Member] | ||||
Common shares equivalents, outstanding | 16,660,275 | 17,929,825 | 16,616,250 | |
Warrants [Member] | ||||
Common shares equivalents, outstanding | 3,653,443 | 470,939 | 470,939 | 15,174 |
Options [Member] | ||||
Common shares equivalents, outstanding | 1,355,758 | 540,905 | 873,420 | 5,960 |
Stock awards [Member] | ||||
Common shares equivalents, outstanding | 866,500 | 494,593 | 857,093 |
Organization and Summary of S_8
Organization and Summary of Significant Accounting Policies (Details Textual) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Aug. 21, 2019shares | Mar. 25, 2019shares | Jun. 30, 2020USD ($)Customersshares | Mar. 31, 2020USD ($) | Jun. 30, 2019USD ($)Customers | Mar. 31, 2019shares | Mar. 31, 2018 | Jun. 30, 2020USD ($)Customersshares | Jun. 30, 2019USD ($)Customersshares | Dec. 31, 2019USD ($)Customersshares | Dec. 31, 2018USD ($)Customersshares | Dec. 31, 2017USD ($) | Oct. 30, 2017shares | |
Organization and Summary of Significant Accounting Policies (Textual) | |||||||||||||
Common shares equivalents | 24,381,679 | 19,436,262 | 18,817,702 | 21,134 | |||||||||
Shares of common stock | 5,009,508 | 5,009,508 | 3,619,658 | ||||||||||
Available securities value | $ | $ 489,591 | ||||||||||||
Deferred revenue | $ | $ 86,689 | $ 86,689 | $ 145,474 | $ 59,468 | |||||||||
Deferred revenues placement services | $ | 83,189 | 124,274 | |||||||||||
Deferred revenue | $ | $ 109,334 | 63,001 | |||||||||||
Deferred revenue thereafter | $ | 20,188 | $ 14,940 | |||||||||||
Description of reverse stock split | The Company amended its Certificate of Incorporation to effect a one-for-80 | One-for-50 to one-for-100 | |||||||||||
Average noncontrolling interest percentage, description | The average noncontrolling interest percentage in RGI was 10.04% for the three months ended March 31, 2019 and 6.66% for the year ended December 31, 2018. The change in percentage in 2019 and 2018 results from the issuance of RGI common stock upon the conversion of RGI preferred stock. There was no noncontrolling interest after the March 31, 2019 recapitalization. | ||||||||||||
Business Combinations, description | The Company records 100% of all assets and liabilities of the acquired business, including goodwill, generally at their fair values; contingent consideration, if any, is recognized at its fair value on the acquisition date and, for certain arrangements, changes in fair value are recognized in earnings until settlement and acquisition-related transaction and restructuring costs are expensed rather than treated as part of the cost of the acquisition. | ||||||||||||
Estimated economic lives | 3 years | ||||||||||||
Bad debt expense | $ | 12,000 | $ 23,500 | |||||||||||
Revenue, percentage | 4.00% | ||||||||||||
Advertising and marketing costs | $ | $ 15,068 | $ 2,969 | $ 40,311 | $ 2,969 | $ 120,559 | $ 13,669 | |||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | 31,250,000 | |||||||||
Uninsured balances | $ | $ 1,136,000 | $ 1,136,000 | $ 0 | ||||||||||
Revenue from international sources, percentage | 2.00% | 5.00% | |||||||||||
Minimum [Member] | |||||||||||||
Organization and Summary of Significant Accounting Policies (Textual) | |||||||||||||
Common stock, shares authorized | 31,250,000 | 31,250,000 | |||||||||||
Maximum [Member] | |||||||||||||
Organization and Summary of Significant Accounting Policies (Textual) | |||||||||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | |||||||||||
Accounts Receivable [Member] | |||||||||||||
Organization and Summary of Significant Accounting Policies (Textual) | |||||||||||||
Percentage of concentration credit risk | 55.00% | 47.00% | 79.00% | ||||||||||
Description of concentration risk percentage | More than 10%. | More than 10%. | More than 10%. | ||||||||||
Number of customers | Customers | 2 | 2 | 3 | 4 | |||||||||
Allowance for doubtful accounts | $ | $ 33,000 | $ 33,000 | $ 23,500 | $ 0 | |||||||||
Bad debt expense | $ | $ 750 | $ 0 | $ 12,000 | $ 0 | $ 23,500 | $ 0 | |||||||
Accounts Receivable [Member] | Customer One [Member] | |||||||||||||
Organization and Summary of Significant Accounting Policies (Textual) | |||||||||||||
Percentage of concentration credit risk | 42.00% | 19.00% | 24.00% | ||||||||||
Accounts Receivable [Member] | Customer Two [Member] | |||||||||||||
Organization and Summary of Significant Accounting Policies (Textual) | |||||||||||||
Percentage of concentration credit risk | 13.00% | 15.00% | 22.00% | ||||||||||
Accounts Receivable [Member] | Customer Three [Member] | |||||||||||||
Organization and Summary of Significant Accounting Policies (Textual) | |||||||||||||
Percentage of concentration credit risk | 13.00% | 21.00% | |||||||||||
Accounts Receivable [Member] | Customer Four [Member] | |||||||||||||
Organization and Summary of Significant Accounting Policies (Textual) | |||||||||||||
Percentage of concentration credit risk | 12.00% | ||||||||||||
Sales Revenue, Net [Member] | |||||||||||||
Organization and Summary of Significant Accounting Policies (Textual) | |||||||||||||
Percentage of concentration credit risk | 64.00% | 53.00% | 49.00% | 23.00% | |||||||||
Description of concentration risk percentage | 10% or more. | 10% or more. | |||||||||||
Number of customers | Customers | 3 | 3 | 3 | 3 | 2 | 2 | |||||||
Sales Revenue, Net [Member] | Customer One [Member] | |||||||||||||
Organization and Summary of Significant Accounting Policies (Textual) | |||||||||||||
Percentage of concentration credit risk | 35.00% | 25.00% | 32.00% | 12.00% | |||||||||
Sales Revenue, Net [Member] | Customer Two [Member] | |||||||||||||
Organization and Summary of Significant Accounting Policies (Textual) | |||||||||||||
Percentage of concentration credit risk | 15.00% | 18.00% | 17.00% | 11.00% | |||||||||
Sales Revenue, Net [Member] | Customer Three [Member] | |||||||||||||
Organization and Summary of Significant Accounting Policies (Textual) | |||||||||||||
Percentage of concentration credit risk | 14.00% | 10.00% | |||||||||||
Marketing Services [Member] | |||||||||||||
Organization and Summary of Significant Accounting Policies (Textual) | |||||||||||||
Deferred revenue recognition | $ | $ 3,500 | $ 21,200 | |||||||||||
Common Stock [Member] | |||||||||||||
Organization and Summary of Significant Accounting Policies (Textual) | |||||||||||||
Percentage of common stock shares | 98.00% | ||||||||||||
Shares of common stock | 31,250,000 | 1,562,500 | 1,562,500 | ||||||||||
Description of reverse stock split | Effective August 21, 2019, the Company amended its Certificate of Incorporation to effect a one-for-80 reverse stock split of the Company's common stock. Additionally, the number of authorized shares of common stock was reduced to 31,250,000. | ||||||||||||
Series F Preferred Stock [Member] | |||||||||||||
Organization and Summary of Significant Accounting Policies (Textual) | |||||||||||||
Number of preferred shares issued for conversion | 200,000 | 200,000 | |||||||||||
Convertible into shares of common stock | 2,500,000 | ||||||||||||
Number of preferred shares issued | 200,000 | ||||||||||||
Number of shares issuable upon conversion | 2,500,000 | ||||||||||||
Series E Preferred Stock [Member] | |||||||||||||
Organization and Summary of Significant Accounting Policies (Textual) | |||||||||||||
Number of preferred shares issued for conversion | 775,000 | ||||||||||||
Description of concentration risk percentage | As a result, the former shareholders of Pre-Merger Recruiter.com controlled approximately 90% of RGI’s outstanding common stock and in excess of 50% of the total voting power. | ||||||||||||
Convertible into shares of common stock | 9,687,500 |
Going Concern (Details)
Going Concern (Details) | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Going Concern (Textual) | |
Gross proceeds from convertible debentures and warrants | $ 3,000,000 |
Streamline certain expenses | 20.00% |
Investment In Available For S_3
Investment In Available For Sale Marketable Securities (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Net realized gains (losses) on investment sold | $ (401) | $ (2,543) | $ (49,757) | $ (1,792) | ||
Net unrealized gains (losses) on investments still held | 447 | (92,500) | (16,197) | (101,417) | (110,692) | (99,416) |
Total | $ 46 | $ (92,500) | $ (18,740) | $ (101,417) | $ (160,449) | $ (101,208) |
Investment in Available for S_4
Investment in Available for Sale Marketable Securities (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Balance at beginning of period | $ 44,766 | $ 33,917 | $ 33,917 | $ 135,409 | ||
Additions | 240,000 | 240,000 | ||||
Proceeds on sales of securities | (17,009) | (68,702) | (284) | |||
Recognized losses | $ 46 | $ (92,500) | (18,740) | (101,417) | (160,449) | (101,208) |
Balance at end of period | $ 9,017 | $ 172,500 | $ 9,017 | $ 172,500 | $ 44,766 | $ 33,917 |
Investment in Available for S_5
Investment in Available for Sale Marketable Securities (Details Textual) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Investment In Available For Sale Marketable Securities (Textual) | |||
Cost basis of securities held | $ 629,720 | $ 708,541 | $ 587,000 |
Accumulated unrealized losses | 620,703 | 663,775 | $ 553,083 |
Value of available for sale marketable securities | $ 9,017 | $ 44,766 | |
Number of shares owned in marketable securities | 261,333 | 589,753 | |
Market price | $ 0.04 | $ 0.08 |
Intangible Assets (Details 1)
Intangible Assets (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Carrying value, Beginning balance | ||
Goodwill acquired during the year | 6,517,315 | |
Goodwill | 6,517,315 | |
Accumulated impairment losses | (3,000,000) | |
Carrying value, Ending balance | $ 3,517,315 |
Intangible Assets (Details 2)
Intangible Assets (Details 2) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Intangible assets gross | $ 1,910,072 | $ 101,520 |
Less accumulated amortization | (477,518) | |
Carrying value | 1,432,554 | |
Customer contracts [Member] | ||
Intangible assets gross | 183,107 | |
License [Member] | ||
Intangible assets gross | 1,726,965 | |
Software costs [Member] | ||
Intangible assets gross | $ 101,520 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Intangible Assets (Textual) | |||||||||
Amortization expense of intangible assets | $ 159,173 | $ 318,346 | $ 477,518 | ||||||
2020 | 318,000 | 318,000 | |||||||
2021 | 637,000 | 637,000 | |||||||
2022 | $ 159,000 | $ 159,000 | |||||||
Goodwill impairment loss | 3,000,000 | ||||||||
Intangible assets | 1,910,072 | 101,520 | |||||||
Capitalized software costs | 11,500 | ||||||||
Capitalized costs of intangible assets | 101,520 | ||||||||
Impairment of intangibles assets other than goodwill | 113,020 | ||||||||
Software costs [Member] | |||||||||
Intangible Assets (Textual) | |||||||||
Intangible assets | $ 101,520 | ||||||||
Capitalized software costs | $ 113,020 | ||||||||
Forecast [Member] | |||||||||
Intangible Assets (Textual) | |||||||||
Amortization expense of intangible assets | $ 159,000 | $ 637,000 | $ 637,000 |
Liability for Sale of Future _2
Liability for Sale of Future Revenues (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
Liability for Future Policy Benefit, after Reinsurance [Abstract] | |||
Aggregate received | $ 424,510 | ||
Sale agreements description | The funds advanced under the agreements will be repaid through 52 weekly payments of $5,452 for each agreement, or a total of $10,904 per week. Total payments will aggregate $567,001. As a result, we have recorded a discount of $142,491, which will be amortized to expense over the term of the agreements. | ||
Amortized discount to interest expense | $ 33,833 | $ 65,809 | $ 6,851 |
Unamortized discount | $ 69,832 | $ 69,832 | $ 135,640 |
Receivables Financing Agreeme_2
Receivables Financing Agreement (Details) | 3 Months Ended |
Jun. 30, 2020USD ($) | |
Receivables Financing Agreement (Textual) | |
Bear interest rate per month | 1.50% |
Advances under agreement | $ 180,778 |
Advance repaid | 112,622 |
Remaining advances payable | $ 68,156 |
Loans Payable (Details)
Loans Payable (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Loans Payable | |||
Lines of credit and loan agreements | $ 81,067 | ||
Term loans | 90,440 | 103,800 | 127,767 |
Total | 90,440 | 103,800 | 208,834 |
Less current portion | (27,335) | (25,934) | (105,028) |
Non-current portion | $ 461,650 | $ 77,866 | $ 103,806 |
Loans Payable (Details 1)
Loans Payable (Details 1) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Year Ending December 31, | |||
2020 | $ 13,386 | $ 25,934 | |
2021 | 28,195 | 28,136 | |
2022 | 30,133 | 30,492 | |
2023 | 18,726 | 19,238 | |
Total minimum principal payments | $ 90,440 | $ 103,800 | $ 208,834 |
Loans Payable (Details Textual)
Loans Payable (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Loans Payable (Textual) | ||||||
Line of credit | $ 81,067 | |||||
Line of credit facility, description | Availability under the two lines was $91,300 at June 30, 2020 | Availability under the two lines was $91,300 at December 31, 2019. | ||||
Term loan, description | The loans have variable interest rates, with current rates at 6.0% and 7.76%, respectively. Current monthly payments under the loans are $1,691 and $1,008, respectively. | The loans have variable interest rates, with current rates at 7.75% and 7.76%, respectively. Current monthly payments under the loans are $1,759 and $1,008, respectively. | ||||
Term loans | $ 90,440 | $ 90,440 | $ 103,800 | $ 127,767 | ||
Maturity date | Mature in 2023. | Mature in 2023. | ||||
Line of credit maturity term | 12 months | 12 months | 12 months | |||
SBA made payments | $ 7,262 | $ 7,262 | ||||
Principal amount | $ 5,964 | 5,964 | ||||
Interest expense | $ 1,298 | |||||
Note provide, description | The terms on the note provide for interest at 1% per year and the note mature in 24 months, with 18 monthly payments beginning after the initial 6 month deferral period for payments. Since we expect the loans to be forgiven, we have classified them as long term at June 30, 2020. | |||||
Subsidiaries, received aggregate | $ 398,545 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Feb. 08, 2019 | Nov. 27, 2018 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Notes Payable (Textual) | |||||||
Original issue discount promissory note | $ 55,000 | ||||||
Note interest rate | 10.00% | ||||||
Proceeds received | $ 2,226,000 | ||||||
Interest rate | 5.00% | 130.00% | |||||
Amortized interest expense | $ 3,056 | ||||||
Discount amortized | $ 5,000 | ||||||
Discount amount | $ 69,832 | $ 135,640 | |||||
Debt instrument, description | The note matures on or before the earlier of (i) the 90th day subsequent to the issuance date of the note, and (ii) the Company's receipt of a minimum of $1,000,000 as a result of the Company closing the sale (the "financing") of any equity or debt securities of the Company (either, a "Maturity Date"). | ||||||
Issuance of preferred shares | |||||||
Description of notes payable | Pre-Merger Recruiter.com had issued three notes totaling $250,000. Of these, two notes totaling $150,000 were held by shareholders. The notes bore interest at 25% per year and were due on January 28, 2018. These notes were not extended and were due on demand. The notes were collateralized by certain marketable securities held by Pre-Merger Recruiter.com. Effective March 31, 2019, the notes and related accrued interest totaling $383,947 were cancelled in connection with the issuance of the Series E preferred stock to the Recruiter.com shareholders and the note holders were allocated shares of the Series E Preferred Stock. | ||||||
Borrowed issued | $ 50,000 | ||||||
February 2019 [Member] | |||||||
Notes Payable (Textual) | |||||||
Original issue discount promissory note | $ 10,000 | ||||||
Interest rate | 5.00% | ||||||
Amortized interest expense | 29,467 | ||||||
Company borrowed from an institutional investor | $ 45,005 | ||||||
Discount amount | $ 10,000 | ||||||
Debt instrument, description | RGI borrowed $45,005, net of original issue discount of $10,000 and other deductions of $4,995, from an institutional investor and issued the investor a $60,000 Original Issue Discount Promissory Note (the "February Note"). The February Note bears interest at 5% per annum and matures on the earlier of (i) 90 days after issuance, or (ii) RGI's receipt of a minimum of $1,000,000 as a result of RGI closing the sale (the "financing") of any equity or debt securities. RGI may cause the holder to convert all principal and interest owed under the February Note into securities of RGI identical to those offered to investors in the $1,000,000 financing. | ||||||
Warrants to purchase of common stock | 75,000 | ||||||
Exercisable period | 5 years | ||||||
Initial exercise price | $ 1.60 | ||||||
Description of debt discount | We valued the warrants at $42,000 based on its relative fair value and recorded that amount as debt discount. | ||||||
Stock Options and Warrants [Member] | |||||||
Notes Payable (Textual) | |||||||
Amortized interest expense | 1,379 | ||||||
Total principal amount | $ 115,000 | ||||||
Issuance of preferred shares | 389,036 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
May 28, 2020 | Nov. 27, 2018 | Jun. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | |
Securities purchase agreement, description | The note matures on or before the earlier of (i) the 90th day subsequent to the issuance date of the note, and (ii) the Company's receipt of a minimum of $1,000,000 as a result of the Company closing the sale (the "financing") of any equity or debt securities of the Company (either, a "Maturity Date"). | ||||||
Original issue discount, percentage | 10.00% | ||||||
Original issue discount | $ 328,125 | ||||||
Commission and fees | $ 366,500 | $ 366,500 | |||||
Dentures bears interest rate | 5.00% | 130.00% | 130.00% | ||||
Incurred debt costs | $ 1,299,677 | $ 1,299,677 | |||||
Fair value of placement agent warrants | 933,177 | 933,177 | |||||
Amortization expense | 71,664 | 71,664 | |||||
Unamortized debt costs | 1,228,013 | 1,228,013 | $ 1,576,036 | ||||
Debt discount | 1,653,448 | ||||||
Discount related to fair value of warrants | 1,325,323 | ||||||
Securities Purchase Agreement [Member] | |||||||
Securities purchase agreement, description | (i) $2,953,125 in the aggregate principal amount of 12.5% Original Issue Discount Senior Subordinated Secured Convertible Debentures (the "Debentures"), and (ii) 1,845,703 common stock purchase warrants (the "Warrants"), which represents 100% warrant coverage. The Company received a total of $2,226,000 in net proceeds from the offering, after deducting the 12.5% original issue discount of $328,125, offering expenses and commissions, including the placement agent's commission and fees of $295,000, reimbursement of the placement agent's and lead investor's legal fees and the Company's legal fees in the aggregate amount of $100,000 and escrow agent fees of $4,000. The Company also agreed to issue to the placement agent, as additional compensation, 369,141 common stock purchase warrants exercisable at $2.00 per share. | ||||||
Aggregate principal amount | $ 2,953,125 | ||||||
Original issue discount, percentage | 12.50% | ||||||
Common stock purchase warrants | 1,845,703 | ||||||
Proceeds from offering | $ 2,226,000 | ||||||
Commission and fees | 295,000 | ||||||
Legal fees aggregate amount | 100,000 | ||||||
Escrow agent fees | $ 4,000 | ||||||
Warrant exercisable per share | $ 2 | ||||||
Common stock purchase warrants | 369,141 | ||||||
Debentures maturity date | May 28, 2021 | ||||||
Dentures bears interest rate | 8.00% | ||||||
Debenture conversion, description | The Debentures are convertible into shares of Common Stock at any time following the date of issuance at the Purchasers' option at a conversion price of $1.60 per share, subject to certain adjustments. The Debentures are subject to mandatory conversion in the event the Company closes an equity offering of at least $5,000,000 resulting in the listing of the Company's common stock on a national securities exchange. The Debentures rank senior to all existing and future indebtedness of the Company and its subsidiaries, except for approximately $508,000 of outstanding senior indebtedness. | ||||||
Amortization expense | $ 77,412 | $ 77,412 | |||||
Convertible Notes Payable [Member] | |||||||
Accrued interest payable | $ 322,554 | ||||||
Convertible Note payable, description | Pre-Merger Recruiter.com had issued four convertible notes totaling $255,000 as of March 31, 2019. Of these notes, two notes totaling $200,000 were held by shareholders. The notes were due on demand and bore interest at 10% per year. The notes could have been converted into preferred stock of Pre-Merger Recruiter.com at any time after such preferred stock was offered for sale. The conversion price was 75% of the price paid by investors. No preferred stock was authorized or offered for sale by Pre-Merger Recruiter.com. |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit), Temporary Equity and Noncontrolling Interests (Details) - Restricted Stock [Member] - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Beginning balance, Stock awards | ||
Granted, Stock awards | ||
Forfeited or cancelled, Stock awards | ||
Assumed in recapitalization, Stock awards | 43,423 | |
Granted post-recapitalization, Stock awards | 813,670 | |
Ending balance, Stock awards | 857,093 |
Stockholders' Equity (Deficit_4
Stockholders' Equity (Deficit), Temporary Equity and Noncontrolling Interests (Details Textual) - USD ($) | Jun. 18, 2020 | Jun. 09, 2020 | May 14, 2020 | Jan. 15, 2020 | Dec. 23, 2019 | Mar. 29, 2019 | Feb. 28, 2019 | Jun. 30, 2020 | Apr. 30, 2020 | Feb. 29, 2020 | Jan. 31, 2020 | Dec. 23, 2019 | Aug. 31, 2019 | Aug. 21, 2019 | Jun. 30, 2019 | May 31, 2019 | May 31, 2019 | May 14, 2019 | Apr. 30, 2019 | Mar. 31, 2019 | Mar. 25, 2019 | Feb. 08, 2019 | Feb. 01, 2019 | Nov. 27, 2018 | Jun. 01, 2018 | May 25, 2018 | Feb. 28, 2018 | Oct. 31, 2017 | Oct. 30, 2017 | Oct. 24, 2017 | Jun. 30, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | May 31, 2020 | Dec. 31, 2014 |
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||||||||||||||||||||||||
Preferred stock, stated/par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | ||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | ||||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | 250,000,000 | 31,250,000 | |||||||||||||||||||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||||
Common stock, shares issued | 5,009,508 | 5,009,508 | 5,009,508 | 3,619,658 | ||||||||||||||||||||||||||||||||||||
Common stock, shares outstanding | 5,009,508 | 5,009,508 | 5,009,508 | 3,619,658 | ||||||||||||||||||||||||||||||||||||
Sales revenue | $ 1,853,414 | $ 1,972,481 | $ 4,166,537 | $ 2,135,783 | $ 5,997,987 | $ 828,920 | ||||||||||||||||||||||||||||||||||
Description for outstanding common stock and voting percentage | The former shareholders of Pre-Merger Recruiter.com controlled approximately 90% of RGI’s outstanding common stock (see below) and in excess of 50% of the total voting power. | |||||||||||||||||||||||||||||||||||||||
Purchase of shares | 589,753 | |||||||||||||||||||||||||||||||||||||||
Description of reverse stock split | The Company amended its Certificate of Incorporation to effect a one-for-80 | One-for-50 to one-for-100 | ||||||||||||||||||||||||||||||||||||||
Reverse recapitalization, description | The Company was deemed to issue 1,747,879 shares of common stock and 389,036 shares of Series D preferred stock that were held by the RGI shareholders just prior to the Merger. Additional paid in capital was credited by $3,889,219 and noncontrolling interest was charged $1,591,221 to remove it pursuant to the reverse recapitalization (see Note 6). | |||||||||||||||||||||||||||||||||||||||
Contributed capital, description | Pre-Merger Recruiter.com had issued three notes aggregating $250,000. Of these notes, two notes totaling $150,000 were held by its shareholders. The notes bore interest at 25% per year and were due on January 28, 2018. These notes were not extended and were due on demand. The notes were collateralized by certain marketable securities held by Pre-Merger Recruiter.com. | |||||||||||||||||||||||||||||||||||||||
Other debt net of discounts | $ 69,832 | 69,832 | 69,832 | $ 135,640 | ||||||||||||||||||||||||||||||||||||
Forgave accrued fees paid | 31,131 | 47,984 | ||||||||||||||||||||||||||||||||||||||
Original issue discount | 328,125 | |||||||||||||||||||||||||||||||||||||||
Debt, description | The note matures on or before the earlier of (i) the 90th day subsequent to the issuance date of the note, and (ii) the Company's receipt of a minimum of $1,000,000 as a result of the Company closing the sale (the "financing") of any equity or debt securities of the Company (either, a "Maturity Date"). | |||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 3,056 | |||||||||||||||||||||||||||||||||||||||
Noncontrolling interest | 1,581,585 | |||||||||||||||||||||||||||||||||||||||
Beneficial conversion preferred shares | $ 70,205 | 278,236 | ||||||||||||||||||||||||||||||||||||||
Fair value of allocated shares | 933,177 | 933,177 | ||||||||||||||||||||||||||||||||||||||
Dividend yield rate | 0.00% | |||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 1.655% | |||||||||||||||||||||||||||||||||||||||
Accrued dividends | $ 70,205 | 278,236 | ||||||||||||||||||||||||||||||||||||||
Additional paid in capital | $ 21,787,410 | $ 21,787,410 | $ 21,787,410 | 18,203,048 | $ 679,259 | |||||||||||||||||||||||||||||||||||
Compensation expense | $ 139,316 | |||||||||||||||||||||||||||||||||||||||
Description of notes payable | Pre-Merger Recruiter.com had issued three notes totaling $250,000. Of these, two notes totaling $150,000 were held by shareholders. The notes bore interest at 25% per year and were due on January 28, 2018. These notes were not extended and were due on demand. The notes were collateralized by certain marketable securities held by Pre-Merger Recruiter.com. Effective March 31, 2019, the notes and related accrued interest totaling $383,947 were cancelled in connection with the issuance of the Series E preferred stock to the Recruiter.com shareholders and the note holders were allocated shares of the Series E Preferred Stock. | |||||||||||||||||||||||||||||||||||||||
Notes and accrued interest cancelled pursuant to merger | $ 706,501 | $ 706,501 | ||||||||||||||||||||||||||||||||||||||
Accrued interest payable | $ 308,893 | |||||||||||||||||||||||||||||||||||||||
Additional shares authorised | 31,250,000 | |||||||||||||||||||||||||||||||||||||||
Accrued penalty amount | $ 2,238,314 | |||||||||||||||||||||||||||||||||||||||
Authorized common stock | 31,250,000 | 31,250,000 | 31,250,000 | 250,000,000 | 250,000,000 | |||||||||||||||||||||||||||||||||||
Recognized compensation expense | $ 318,473 | |||||||||||||||||||||||||||||||||||||||
Truli Technologies, Inc [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 1,562,500 | |||||||||||||||||||||||||||||||||||||||
Exercise price | $ 3.44 | |||||||||||||||||||||||||||||||||||||||
Reverse recapitalization, description | The Company has received contributions to capital from existing shareholders, totaling $65,000 during the year ended December 31, 2018. These capital contributions were made for working capital purposes. | |||||||||||||||||||||||||||||||||||||||
Number of shares issued | 218,750 | |||||||||||||||||||||||||||||||||||||||
Truli borrowed | $ 1,562,500 | |||||||||||||||||||||||||||||||||||||||
Original issue discount | $ 10,000 | |||||||||||||||||||||||||||||||||||||||
Warrant issued | $ 42,000 | |||||||||||||||||||||||||||||||||||||||
Investor [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Agreement, description | Each of the series of preferred stock and warrants required us to reserve shares of common stock in the amount equal to two times the common stock issuable upon conversion of the preferred stock and exercise of the warrants. We did not comply in part due to our attempts to manage the Delaware tax which increases to a maximum of $200,000 as the authorized capital increases without the simultaneous increase in the number of shares outstanding. We are in the process of seeking stockholder approval of a change in the Company’s state of incorporation from Delaware to Nevada and simultaneous increase in our authorized common stock from 31,250,000 shares to 250,000,000 shares, which we expect will be sufficient to meet the reserve requirements. We expect the amendment will be effective in May 2020. As of December 31, 2019, we estimate that we owed approximately $6 million in penalties to holders of preferred stock. Subsequent to December 31, 2019, we have received waivers from a substantial number of the preferred shareholders with respect to these penalties. We have agreed to issue to the holders of Series D Preferred Stock an aggregate of 106,134 additional shares of Series D Preferred Stock (valued at $1,929,421) as consideration for the waivers. We have accrued this cost at December 31, 2019. Additionally, certain holders of Series E and Series F Preferred Stock have not waived the penalties. We have accrued $308,893 related to these Series E and Series F Preferred holders. Because of our ongoing liquidity problems, we will be required to cease operations if faced with material payment requests from investors who did not agree to waive the penalties. | |||||||||||||||||||||||||||||||||||||||
Series F Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 200,000 | 2,500,000 | 200,000 | 200,000 | 200,000 | |||||||||||||||||||||||||||||||||||
Preferred stock, stated/par value | $ 0.0001 | $ 20 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 64,382 | 64,382 | 64,382 | 139,768 | ||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 64,382 | 64,382 | 64,382 | 139,768 | ||||||||||||||||||||||||||||||||||||
Common stock, par value | $ 1.60 | |||||||||||||||||||||||||||||||||||||||
Beneficial ownership limitation | 4.99% | |||||||||||||||||||||||||||||||||||||||
Conversion of stock, description | The Company shall pay within three days to each holder $210 per each $1,000 of the stated value of each such holder's shares of Series F Preferred Stock. | |||||||||||||||||||||||||||||||||||||||
Shares issued | 803,414 | 752,899 | ||||||||||||||||||||||||||||||||||||||
Conversion of shares | 64,272 | 60,232 | ||||||||||||||||||||||||||||||||||||||
Preferred shares issued as merger consideration | 200,000 | |||||||||||||||||||||||||||||||||||||||
Common stock issued upon conversion | 2,500,000 | |||||||||||||||||||||||||||||||||||||||
Preferred stock convertible into shares of common stock | 9,687,500 | 2,500,000 | ||||||||||||||||||||||||||||||||||||||
Number of preferred shares issued for conversion | 200,000 | 200,000 | ||||||||||||||||||||||||||||||||||||||
Preferred shares converted | 11,114 | 64,272 | 64,272 | |||||||||||||||||||||||||||||||||||||
Value of shares issued | $ 1,929,516 | |||||||||||||||||||||||||||||||||||||||
Included in accrued expenses | $ 308,893 | $ 308,893 | $ 308,893 | |||||||||||||||||||||||||||||||||||||
Shares issued | 138,926 | 803,414 | 803,414 | |||||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 31,250,000 | 1,562,500 | 1,562,500 | |||||||||||||||||||||||||||||||||||||
Description of reverse stock split | Effective August 21, 2019, the Company amended its Certificate of Incorporation to effect a one-for-80 reverse stock split of the Company's common stock. Additionally, the number of authorized shares of common stock was reduced to 31,250,000. | |||||||||||||||||||||||||||||||||||||||
Restricted common stock for services | 43,423 | |||||||||||||||||||||||||||||||||||||||
Options vested date | Feb. 1, 2020 | |||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | Consultant [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Shares issued proceeds | $ 240,000 | $ 240,000 | ||||||||||||||||||||||||||||||||||||||
Settlement Amount | $ 10,000 | $ 10,000 | ||||||||||||||||||||||||||||||||||||||
Series A-1 Convertible Redeemable Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 600,000 | |||||||||||||||||||||||||||||||||||||||
Preferred stock, stated/par value | $ 1 | |||||||||||||||||||||||||||||||||||||||
Investors paid | $ 300,000 | |||||||||||||||||||||||||||||||||||||||
Warrants to purchase | 750,000 | |||||||||||||||||||||||||||||||||||||||
Dividends rate | 10.00% | |||||||||||||||||||||||||||||||||||||||
Beneficial ownership limitation | 4.99% | |||||||||||||||||||||||||||||||||||||||
Exercise price | $ 0.80 | |||||||||||||||||||||||||||||||||||||||
Common stock in exchange price | $ 300,000 | |||||||||||||||||||||||||||||||||||||||
Common stock issued upon conversion | 2.5 | |||||||||||||||||||||||||||||||||||||||
Expected term | 5 years | |||||||||||||||||||||||||||||||||||||||
Series C and Series C-1 Convertible Redeemable Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Preferred stock, stated/par value | $ 12.5 | |||||||||||||||||||||||||||||||||||||||
Redemption series C and series C-1, description | The total redemption price if redeemed after two years from issuance is equal to the amount of the principal and accrued interest on the 4% Convertible Notes and 10% Convertible Notes due as of the closing date plus potential additional amounts. | |||||||||||||||||||||||||||||||||||||||
Common stock issued upon conversion | 12.5 | |||||||||||||||||||||||||||||||||||||||
Carrying value of debt | $ 701,732 | |||||||||||||||||||||||||||||||||||||||
Noncontrolling interest | $ 701,732 | $ 23,852 | $ 1,146,265 | |||||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 700,000 | |||||||||||||||||||||||||||||||||||||||
Preferred stock, stated/par value | $ 2.5 | |||||||||||||||||||||||||||||||||||||||
Investors paid | $ 600,000 | |||||||||||||||||||||||||||||||||||||||
Warrants to purchase | 1,500,000 | |||||||||||||||||||||||||||||||||||||||
Dividends rate | 10.00% | |||||||||||||||||||||||||||||||||||||||
Beneficial ownership limitation | 4.99% | |||||||||||||||||||||||||||||||||||||||
Exercise price | $ 0.80 | |||||||||||||||||||||||||||||||||||||||
Warrants term | 5 years | |||||||||||||||||||||||||||||||||||||||
Purchase of shares | 600,000 | |||||||||||||||||||||||||||||||||||||||
Preferred stock conversion price | $ 1 | |||||||||||||||||||||||||||||||||||||||
Gross proceeds | $ 471,373 | |||||||||||||||||||||||||||||||||||||||
Payables and professional fees | $ 128,627 | |||||||||||||||||||||||||||||||||||||||
Beneficial conversion preferred shares | $ 12,000 | |||||||||||||||||||||||||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 102,100 | |||||||||||||||||||||||||||||||||||||||
Preferred stock, stated/par value | $ 20 | |||||||||||||||||||||||||||||||||||||||
Dividends rate | 10.00% | |||||||||||||||||||||||||||||||||||||||
Conversion of stock, description | Holders of RGI's outstanding 4% Convertible Notes converted their 4% Convertible Notes and accrued interest into 102,100 shares of Series C Preferred Stock. | |||||||||||||||||||||||||||||||||||||||
Common stock issued upon conversion | 1,000 | |||||||||||||||||||||||||||||||||||||||
Series E Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 775,000 | 775,000 | 775,000 | 775,000 | 775,000 | 775,000 | 775,000 | |||||||||||||||||||||||||||||||||
Preferred stock, stated/par value | $ 0.0001 | $ 20 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 731,845 | 731,845 | 731,845 | 734,986 | 775,000 | |||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 731,845 | 731,845 | 731,845 | 734,986 | 775,000 | |||||||||||||||||||||||||||||||||||
Common stock, par value | $ 1.60 | |||||||||||||||||||||||||||||||||||||||
Beneficial ownership limitation | 4.99% | |||||||||||||||||||||||||||||||||||||||
Conversion of stock, description | The Company shall pay within three days to each holder $210 per each $1,000 of the stated value of each such holder's shares of Series E Preferred Stock. | |||||||||||||||||||||||||||||||||||||||
Shares issued | 500,178 | |||||||||||||||||||||||||||||||||||||||
Conversion of shares | 40,014 | |||||||||||||||||||||||||||||||||||||||
Common stock issued upon conversion | 9,687,500 | |||||||||||||||||||||||||||||||||||||||
Preferred stock convertible into shares of common stock | 9,687,500 | |||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 383,947 | |||||||||||||||||||||||||||||||||||||||
Expected volatility rate | 50.00% | |||||||||||||||||||||||||||||||||||||||
Percentage of common stock | 90.00% | |||||||||||||||||||||||||||||||||||||||
Number of preferred shares issued for conversion | 775,000 | |||||||||||||||||||||||||||||||||||||||
Additional shares authorised | 775,000 | |||||||||||||||||||||||||||||||||||||||
Included in accrued expenses | $ 308,893 | $ 308,893 | $ 308,893 | |||||||||||||||||||||||||||||||||||||
Series D Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | 2,000,000 | |||||||||||||||||||||||||||||||||||
Preferred stock, stated/par value | $ 0.0001 | $ 20 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 536,595 | 536,595 | 536,595 | 454,546 | ||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 536,595 | 536,595 | 536,595 | 454,546 | ||||||||||||||||||||||||||||||||||||
Common stock, par value | $ 1.60 | |||||||||||||||||||||||||||||||||||||||
Beneficial ownership limitation | 4.99% | |||||||||||||||||||||||||||||||||||||||
Exercise price | $ 4.80 | $ 4.80 | $ 0.06 | |||||||||||||||||||||||||||||||||||||
Conversion of stock, description | The Company shall pay within three days to each holder $210 per each $1,000 of the stated value of each such holder's shares of Series D Preferred Stock. | |||||||||||||||||||||||||||||||||||||||
Shares issued | 60,500 | 29,975 | 29,975 | |||||||||||||||||||||||||||||||||||||
Conversion of shares | 12,900 | 4,840 | 5,000 | |||||||||||||||||||||||||||||||||||||
Number of preferred stock sold during private placement | 31,625 | |||||||||||||||||||||||||||||||||||||||
Description of securities purchase agreement | The Company entered into a Securities Purchase Agreement, dated March 31, 2019 (the "Securities Purchase Agreement") by and among the Company and the investors listed therein (the "Investors"). Pursuant to the Securities Purchase Agreement the Company sold in a private placement a total of 31,625 units (the "Units") at a purchase price of $18.1818 per unit, or $575,000, taking into account a 10% discount. Each Unit consists of (i) one share of Series D Preferred Stock, and (ii) a warrant to purchase 6.25 shares of the Company's common stock, subject to adjustment as provided for therein. The shares of Series D Preferred Stock sold in the financing convert into a minimum of 395,313 shares of the Company's common stock. The Company received net proceeds from the sale of the Units of $434,997 after offering costs of $35,003 and direct payment of other Company obligations of $105,000. Two of the Investors have previously invested in the Company's preferred stock. | |||||||||||||||||||||||||||||||||||||||
Issued reverse recapitalization | 389,036 | 389,036 | ||||||||||||||||||||||||||||||||||||||
Redeemable preferred stock | $ 2,106,117 | |||||||||||||||||||||||||||||||||||||||
Other debt net of discounts | $ 93,846 | |||||||||||||||||||||||||||||||||||||||
Shares issued proceeds | $ 545,000 | $ 545,000 | ||||||||||||||||||||||||||||||||||||||
Common stock issued upon conversion | 62,500 | |||||||||||||||||||||||||||||||||||||||
Warrants issue | 6.25 | |||||||||||||||||||||||||||||||||||||||
Preferred stock conversion price | $ 6.25 | $ 6.25 | $ 6.25 | $ 6.25 | $ 6.25 | |||||||||||||||||||||||||||||||||||
Noncontrolling interest | $ 1,591,221 | $ 1,591,221 | ||||||||||||||||||||||||||||||||||||||
Additional paid in capital | $ 3,889,219 | $ 3,889,219 | ||||||||||||||||||||||||||||||||||||||
Additional shares issued | 106,134 | |||||||||||||||||||||||||||||||||||||||
Waiver of penalty | $ 1,929,421 | |||||||||||||||||||||||||||||||||||||||
Preferred Stock as consideration for waivers of penalties | 106,134 | |||||||||||||||||||||||||||||||||||||||
Preferred shares converted | 12,560 | 12,560 | 12,560 | |||||||||||||||||||||||||||||||||||||
Aggregate additional shares | 106,134 | |||||||||||||||||||||||||||||||||||||||
Sale of stock sold, description | The Company sold 1,375 Series D preferred stock units (the "Units") at a purchase price of $18.1818 per Unit, taking into account a 10% discount, each Unit consisting of one share of Series D Preferred Stock and a warrant to purchase 6.25 shares of common stock, subject to adjustment as provided for therein. The Series D Preferred Stock sold in the financing converts into a minimum of 17,188 shares of common stock. The Company received gross proceeds of $25,000 from the sale of the Units. The 8,594 warrants are exercisable for five years from the issuance date at an exercise price of $4.80 per share, subject to adjustment as provided for therein. | |||||||||||||||||||||||||||||||||||||||
Share of Series D Preferred Stock sold | 1,375 | |||||||||||||||||||||||||||||||||||||||
Sale of preferred stock price per share | $ 18.1818 | |||||||||||||||||||||||||||||||||||||||
Gross proceeds from sale of units | $ 25,000 | |||||||||||||||||||||||||||||||||||||||
Number of shares issued upon conversion | 161,250 | |||||||||||||||||||||||||||||||||||||||
Series D Preferred Stock [Member] | Consultant [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Shares issued | 13,750 | 13,750 | ||||||||||||||||||||||||||||||||||||||
Shares issued proceeds | $ 250,000 | $ 250,000 | ||||||||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 1,562,500 | 1,562,500 | 1,562,500 | |||||||||||||||||||||||||||||||||||||
Percentage of common stock | 90.00% | 98.00% | ||||||||||||||||||||||||||||||||||||||
Series C-1 Convertible Redeemable Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 18,839 | |||||||||||||||||||||||||||||||||||||||
Preferred stock, stated/par value | $ 5 | |||||||||||||||||||||||||||||||||||||||
Dividends rate | 10.00% | |||||||||||||||||||||||||||||||||||||||
Conversion of stock, description | Holders of RGI's 10% Convertible Notes converted their 10% Convertible Notes and accrued interest into 18,839 shares of Series C-1 Preferred Stock. | |||||||||||||||||||||||||||||||||||||||
Common stock issued upon conversion | 1,000 | |||||||||||||||||||||||||||||||||||||||
Series A-1Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Beneficial conversion preferred shares | $ 300,000 | |||||||||||||||||||||||||||||||||||||||
Fair value of allocated shares | $ 288,000 | |||||||||||||||||||||||||||||||||||||||
Dividend yield rate | 0.00% | |||||||||||||||||||||||||||||||||||||||
Expected volatility rate | 380.00% | |||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 2.74% | |||||||||||||||||||||||||||||||||||||||
Expected term | 5 years | |||||||||||||||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 1,875,000 | |||||||||||||||||||||||||||||||||||||||
Stock Options and Warrants [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 389,036 | 389,036 | ||||||||||||||||||||||||||||||||||||||
Exercise price | $ 28 | |||||||||||||||||||||||||||||||||||||||
Common stock purchase warrants | 62 | |||||||||||||||||||||||||||||||||||||||
Preferred Stock | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||||||||||||||||||||||||
Preferred stock, stated/par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 1,332,822 | 1,332,822 | 1,332,822 | 1,329,300 | 775,000 | |||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 1,332,822 | 1,332,822 | 1,332,822 | 1,329,300 | 775,000 | |||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 10,000,000 | |||||||||||||||||||||||||||||||||||||||
Common stock, par value | $ 0.0001 | |||||||||||||||||||||||||||||||||||||||
Owed approximately penalties | $ 6,000,000 | |||||||||||||||||||||||||||||||||||||||
Value of shares issued | 1,929,516 | |||||||||||||||||||||||||||||||||||||||
Included in accrued expenses | $ 308,798 | $ 308,798 | $ 308,798 | $ 2,238,314 | ||||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Consideration for acquisition shares of common stock | ||||||||||||||||||||||||||||||||||||||||
Common stock, exercisable per share | $ 6.40 | |||||||||||||||||||||||||||||||||||||||
Restricted common stock for services | 451,170 | |||||||||||||||||||||||||||||||||||||||
Options vested date | Feb. 1, 2020 | |||||||||||||||||||||||||||||||||||||||
Notes and accrued interest cancelled pursuant to merger | ||||||||||||||||||||||||||||||||||||||||
Authorized common stock | 31,250,000 | |||||||||||||||||||||||||||||||||||||||
Restricted common stock | $ 43,423 | |||||||||||||||||||||||||||||||||||||||
Recognized compensation expense | $ 12,665 | |||||||||||||||||||||||||||||||||||||||
Common stock, description | The Company issued 157,000 shares of its common stock upon conversion of 12,560 shares of its Series D Preferred Stock. | The Company issued 138,926 shares of its common stock upon conversion of 11,114 shares of Series F Preferred Stock. | The Company issued 161,250 shares of its common stock upon conversion of 12,900 shares of its Series D Preferred Stock. | The Company issued 39,260 shares of its common stock upon conversion of 3,141 shares of Series E Preferred Stock. | The Company granted to a consultant 312,500 restricted stock units (the "RSUs") pursuant to a consultant agreement. The RSUs vest 63,500 upon grant with the balance vesting monthly in equal installments beginning January 1, 2020 and ending November 1, 2020, subject to the consultants continued service to the Company on each vesting date. The RSU award has been valued at $343,750 and compensation expense will be recorded over the respective vesting periods. We recognized compensation expense of $74,999 and $149,998 during the three and six months ended June 30, 2020, respectively. The shares have not been issued at June 30, 2020. | |||||||||||||||||||||||||||||||||||
Restricted common stock, description | Pursuant to the agreement the Company agreed to issue 30,000 shares of restricted common stock, earned monthly over the three month term of the agreement. The shares are fully vested upon issuance and have been valued at $45,500, based on the quoted market price of our common stock on the vesting dates. The shares were issued on April 3, 2020. We have recorded compensation expense of $6,500 and $45,500 during the three and six months ended June 30, 2020, respectively. | |||||||||||||||||||||||||||||||||||||||
Restricted common stock shares | 30,000 | 451,170 | ||||||||||||||||||||||||||||||||||||||
Warrant [Member] | Series D Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 4.80 | |||||||||||||||||||||||||||||||||||||||
Dividend yield rate | 0.00% | 0.00% | ||||||||||||||||||||||||||||||||||||||
Expected volatility rate | 344.00% | |||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 0.34% | |||||||||||||||||||||||||||||||||||||||
Expected term | 5 years | |||||||||||||||||||||||||||||||||||||||
Warrant [Member] | Series Preferred Stocks [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 0.80 | $ 0.80 | ||||||||||||||||||||||||||||||||||||||
Common stock purchase warrants | 2,250,000 | 2,250,000 | ||||||||||||||||||||||||||||||||||||||
Expire date | Sep. 1, 2023 | |||||||||||||||||||||||||||||||||||||||
Preferred Stock E [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Consideration for acquisition shares of common stock | ||||||||||||||||||||||||||||||||||||||||
Notes and accrued interest cancelled pursuant to merger | ||||||||||||||||||||||||||||||||||||||||
Preferred Stock D [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Consideration for acquisition shares of common stock | ||||||||||||||||||||||||||||||||||||||||
Notes and accrued interest cancelled pursuant to merger | ||||||||||||||||||||||||||||||||||||||||
Preferred Stock F [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Consideration for acquisition shares of common stock | 200,000 | 200,000 | ||||||||||||||||||||||||||||||||||||||
Notes and accrued interest cancelled pursuant to merger | ||||||||||||||||||||||||||||||||||||||||
Noncontrolling Interest [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Notes and accrued interest cancelled pursuant to merger | ||||||||||||||||||||||||||||||||||||||||
Accumulated Deficit [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Notes and accrued interest cancelled pursuant to merger | ||||||||||||||||||||||||||||||||||||||||
Additional Paid in Capital [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Notes and accrued interest cancelled pursuant to merger | $ 706,501 | 706,501 | ||||||||||||||||||||||||||||||||||||||
Common Stock Subscribed [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Notes and accrued interest cancelled pursuant to merger | ||||||||||||||||||||||||||||||||||||||||
Other Comprehensive Income / Loss [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Notes and accrued interest cancelled pursuant to merger | ||||||||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Common stock, description | The Company issued 803,414 shares of its common stock upon conversion of 64,272 shares of Series F Preferred Stock. | |||||||||||||||||||||||||||||||||||||||
Restricted Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Restricted common stock, description | Pursuant to the agreement the Company agreed to issue 60,000 shares of restricted common stock, plus a payment of $15,000. The shares are fully vested upon issuance and have been valued at $75,000, based on the quoted market price of our common stock on the grant date. The shares were issued on April 3, 2020. We have recorded compensation expense of $37,500 and $68,750 for the share portion of the agreement during the three and six months ended June 30, 2020, respectively, and expense of $7,500 and $13,750 for the cash portion during the three months ended June 30, 2020, respectively. Prepaid expense of $6,250 for the stock portion and $1,250 for the cash portion was recorded at June 30, 2020. | |||||||||||||||||||||||||||||||||||||||
Consultant [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Forgave accrued fees paid | $ 187,500 | |||||||||||||||||||||||||||||||||||||||
Compensation expense | 93,750 | |||||||||||||||||||||||||||||||||||||||
Consultant [Member] | Stock Options and Warrants [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Number of option vested, shares | 63,500 | |||||||||||||||||||||||||||||||||||||||
Consultant [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Restricted common stock for services | 312,500 | |||||||||||||||||||||||||||||||||||||||
2017 Equity Incentive Plan [Member] | Stock Options and Warrants [Member] | Chairman [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Options granted to purchase common stock | 43,423 | 451,170 | ||||||||||||||||||||||||||||||||||||||
Dividend yield rate | 0.00% | 0.00% | ||||||||||||||||||||||||||||||||||||||
Expected volatility rate | 397.00% | 220.00% | ||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 2.54% | 2.26% | ||||||||||||||||||||||||||||||||||||||
Expected term | 1 year 6 months | 1 year 6 months | ||||||||||||||||||||||||||||||||||||||
2017 Equity Incentive Plan [Member] | Stock Options and Warrants [Member] | Chief Executive Officer [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Options granted to purchase common stock | 26,087 | 6,250 | ||||||||||||||||||||||||||||||||||||||
Dividend yield rate | 0.00% | |||||||||||||||||||||||||||||||||||||||
Expected volatility rate | 344.00% | |||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | 0.31% | |||||||||||||||||||||||||||||||||||||||
Expected term | 5 years | |||||||||||||||||||||||||||||||||||||||
Number of option vested, shares | 521 | |||||||||||||||||||||||||||||||||||||||
Mr. Sohn [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Compensation expense | $ 2,388,545 | |||||||||||||||||||||||||||||||||||||||
Restricted common stock, description | The RSUs will vest over a two-year period from the date of the Uplisting in equal quarterly installments on the last day of each calendar quarter, with the first portion vesting on the last day of the calendar quarter during which the Uplisting takes place, subject to Mr. Sohn serving as an executive officer of the Company on each applicable vesting date, provided that the RSUs shall vest in full immediately upon the termination of Mr. Sohn's employment by the Company without Cause (as defined in the Employment Agreement). The RSU award has been valued at $1,662,000 and compensation expense will be recorded over the estimated vesting period. We recognized compensation expense of $30,218 during the three and six months ended June 30, 2020, respectively. The shares have not been issued at June 30, 2020. | |||||||||||||||||||||||||||||||||||||||
Restricted common stock shares | 554,000 | |||||||||||||||||||||||||||||||||||||||
Mr. Sohn [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Common stock, exercisable per share | $ 3.52 | |||||||||||||||||||||||||||||||||||||||
Options vested date | Aug. 4, 2020 | |||||||||||||||||||||||||||||||||||||||
Stock portion awards value | $ 151,981 | |||||||||||||||||||||||||||||||||||||||
Mr. Sohn [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Common stock, exercisable per share | $ 6 | |||||||||||||||||||||||||||||||||||||||
Restricted common stock for services | 451,170 | |||||||||||||||||||||||||||||||||||||||
Options vested date | Nov. 14, 2020 | |||||||||||||||||||||||||||||||||||||||
Stock portion awards value | $ 2,707,019 | |||||||||||||||||||||||||||||||||||||||
Stock options term | 5 years | |||||||||||||||||||||||||||||||||||||||
Contributed capital [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Contributed capital, description | Pre-Merger Recruiter.com had issued four convertible notes totaling $255,000 on March 31, 2019. Of these notes, two notes totaling $200,000 were held by its shareholders. The notes were due on demand and bore interest at 10% per year. The notes could have been converted into Pre-Merger Recruiter.com preferred stock at any time after Pre-Merger Recruiter.com offered its preferred stock for sale. The conversion price was 75% of the price paid by investors. No preferred stock was authorized or offered for sale by Pre-Merger Recruiter.com. | Pre-Merger Recruiter.com had issued three notes aggregating $250,000. Of these notes, two notes totaling $150,000 were held by its shareholders. The notes bore interest at 25% per year and were due on January 28, 2018. These notes were not extended and were due on demand. The notes were collateralized by certain marketable securities held by Pre-Merger Recruiter.com | ||||||||||||||||||||||||||||||||||||||
Investor [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Gross proceeds | $ 150,000 | |||||||||||||||||||||||||||||||||||||||
Consultant [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||||||||||||||||||||||||||||
Stock portion awards value | $ 343,750 | $ 343,750 |
Stock Options and Warrants (Det
Stock Options and Warrants (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | ||
Option Outstanding Beginning balance | 75 | 75 |
Options Outstanding Granted | ||
Options Outstanding Exercised | ||
Options Outstanding Expired or cancelled | (62) | |
Option Outstanding Assumed in recapitalization | 89,735 | |
Option Outstanding Cancelled in recapitalization | (75) | |
Option Outstanding Granted post-recapitalization | 783,747 | |
Option Outstanding Ending balance | 873,420 | 75 |
Option Outstanding Exercisable | 459,477 | |
Weighted Average Exercise Price Outstanding Beginning balance | $ 4,369.60 | $ 4,369.60 |
Weighted Average Exercise Price Granted | ||
Weighted Average Exercise Price Exercised | ||
Weighted Average Exercise Price Expired or cancelled | 28 | |
Weighted Average Exercise Price Assumed in recapitalization | 4.75 | |
Weighted Average Exercise Price Cancelled in recapitalization | 4,369.60 | |
Weighted Average Exercise Price Granted post-recapitalization | 4.37 | |
Weighted Average Exercise Price Outstanding Ending balance | 4.41 | $ 4,369.60 |
Weighted Average Exercise Price Exercisable | $ 5.42 |
Stock Options and Warrants (D_2
Stock Options and Warrants (Details 1) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | ||
Outstanding, Beginning balance | 190 | 190 |
Issued | ||
Exercised | ||
Expired or cancelled | ||
Assumed in recapitalization | 2,250,000 | |
Cancelled in recapitalization | (190) | |
Exchanged pursuant to recapitalization | (2,250,000) | |
Issued post-recapitalization | 470,939 | |
Outstanding, Ending balance | 470,939 | 190 |
Weighted Average Price Per Share, Outstanding Beginning balance | $ 1,054.40 | $ 1,054.40 |
Weighted Average Price Per Share, Issued | ||
Weighted Average Price Per Share, Exercised | ||
Weighted Average Price Per Share, Expired or cancelled | ||
Assumed in recapitalization | 0.8 | |
Cancelled in recapitalization | 1,054.4 | |
Exchanged pursuant to recapitalization | 0.8 | |
Issued post-recapitalization | 4.8 | |
Weighted Average Price Per Share, Outstanding Ending balance | $ 4.8 | $ 1,054.40 |
Stock Options and Warrants (D_3
Stock Options and Warrants (Details Textual) - USD ($) | May 14, 2020 | Feb. 28, 2019 | Dec. 23, 2019 | Aug. 31, 2019 | May 31, 2019 | Jun. 30, 2018 | Feb. 28, 2018 | Oct. 31, 2017 | Dec. 31, 2014 | Jun. 30, 2020 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | May 31, 2020 | Dec. 31, 2017 |
Stock Options and Warrants (Textual) | |||||||||||||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | 31,250,000 | |||||||||||||
Risk free interest rate | 1.655% | ||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||
Exercise price | |||||||||||||||||
Shares of common stock issued by subsidiary | 589,753 | ||||||||||||||||
Warrant derivative liability | $ 9,783,912 | $ 9,783,912 | $ 612,042 | ||||||||||||||
Gain on change in fair value of derivative liability | 904,176 | $ 1,138,604 | |||||||||||||||
Options outstanding | 873,420 | 75 | 75 | ||||||||||||||
Change in derivative value due to anti-dilution adjustments | $ (2,642,175) | ||||||||||||||||
Maximum [Member] | |||||||||||||||||
Stock Options and Warrants (Textual) | |||||||||||||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | |||||||||||||||
Volatility factor | 366.00% | ||||||||||||||||
Expected life years | 4 years 5 months 1 day | ||||||||||||||||
Minimum [Member] | |||||||||||||||||
Stock Options and Warrants (Textual) | |||||||||||||||||
Common stock, shares authorized | 31,250,000 | 31,250,000 | |||||||||||||||
Volatility factor | 359.00% | ||||||||||||||||
Expected life years | 4 years 2 months 30 days | ||||||||||||||||
Series D Preferred Stock [Member] | |||||||||||||||||
Stock Options and Warrants (Textual) | |||||||||||||||||
Warrants exercise price | $ 4.80 | $ 0.06 | |||||||||||||||
Warrant [Member] | Series D Preferred Stock [Member] | |||||||||||||||||
Stock Options and Warrants (Textual) | |||||||||||||||||
Warrants to purchase shares of common stock | 470,939 | ||||||||||||||||
Risk free interest rate | 0.34% | ||||||||||||||||
Dividend yield | 0.00% | 0.00% | |||||||||||||||
Volatility factor | 344.00% | ||||||||||||||||
Expected life years | 5 years | ||||||||||||||||
Warrants exercise price | $ 4.80 | ||||||||||||||||
Options term | 5 years | ||||||||||||||||
Fair value of warrants | $ 26,465 | ||||||||||||||||
Number of warrants issued, shares | 8,594 | ||||||||||||||||
Expense for change in value of derivative | $ 72,886 | $ 637,974 | |||||||||||||||
Fair value of derivative liability | 3,918,656 | $ 3,918,656 | |||||||||||||||
Warrant [Member] | Series D Preferred Stock [Member] | Maximum [Member] | |||||||||||||||||
Stock Options and Warrants (Textual) | |||||||||||||||||
Risk free interest rate | 0.29% | 1.83% | |||||||||||||||
Volatility factor | 357.00% | 379.00% | |||||||||||||||
Expected life years | 4 years 11 months 12 days | ||||||||||||||||
Exercise price | $ 4.80 | ||||||||||||||||
Number of warrants issued, shares | 1,438,599 | ||||||||||||||||
Warrant [Member] | Series D Preferred Stock [Member] | Minimum [Member] | |||||||||||||||||
Stock Options and Warrants (Textual) | |||||||||||||||||
Risk free interest rate | 0.235% | 2.23% | |||||||||||||||
Volatility factor | 334.00% | 385.00% | |||||||||||||||
Expected life years | 3 years 9 months | ||||||||||||||||
Exercise price | $ 1.60 | ||||||||||||||||
Number of warrants issued, shares | 479,533 | ||||||||||||||||
Warrant [Member] | Series preferred stocks [Member] | |||||||||||||||||
Stock Options and Warrants (Textual) | |||||||||||||||||
Common stock purchase warrants | 2,250,000 | ||||||||||||||||
Warrants exercise price | $ 0.80 | ||||||||||||||||
Expire date | Sep. 1, 2023 | ||||||||||||||||
2017 Equity Incentive Plan [Member] | |||||||||||||||||
Stock Options and Warrants (Textual) | |||||||||||||||||
Common stock, shares authorized | 475,000 | 1,098,959 | |||||||||||||||
Option granted, description | Any option granted under the 2017 Plan must provide for an exercise price of not less than 100% of the fair market value of the underlying shares on the date of grant and not less than $1.60 per share, but the exercise price of any ISO granted to an eligible employee owning more than 10% of our outstanding common stock must not be less than 110% of fair market value on the date of the grant. The plans further provide that with respect to ISOs the aggregate fair market value of the common stock underlying the options which are exercisable by any option holder during any calendar year cannot exceed $100,000. | ||||||||||||||||
Terms of grants, description | The term of each plan option and the manner in which it may be exercised is determined by the Board or the Compensation Committee, provided that no option may be exercisable more than 10 years after the date of its grant and, in the case of an incentive option granted to an eligible employee owning more than 10% of the common stock, no more than five years after the date of the grant. | ||||||||||||||||
Stock options [Member] | |||||||||||||||||
Stock Options and Warrants (Textual) | |||||||||||||||||
Compensation expense | $ 451,957 | $ 916,542 | $ 7,121 | $ 44,477 | |||||||||||||
Common stock purchase warrants | 62 | ||||||||||||||||
Warrants exercise price | $ 28 | ||||||||||||||||
Options term | 5 years | ||||||||||||||||
Stock options [Member] | 2017 Equity Incentive Plan [Member] | Chief Executive Officer [Member] | |||||||||||||||||
Stock Options and Warrants (Textual) | |||||||||||||||||
Options granted to purchase common stock | 26,087 | 6,250 | |||||||||||||||
Compensation expense | 13,333 | 15,555 | |||||||||||||||
Risk free interest rate | 0.31% | ||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||
Volatility factor | 344.00% | ||||||||||||||||
Expected life years | 5 years | ||||||||||||||||
Exercise price | $ 2.50 | $ 6.40 | |||||||||||||||
Options term | 5 years | 5 years | |||||||||||||||
Number of option vested, shares | 521 | ||||||||||||||||
Description of vesting options | The options have a term of five years. Of these options 521 vest upon grant and the remaining options shall vest quarterly in equal amounts over a 33-month period with the first vesting date being April 30, 2018. | ||||||||||||||||
Compensation expense over vesting period | 21,737 | ||||||||||||||||
Value of the award at the time of grant | $ 65,210 | ||||||||||||||||
Stock options [Member] | 2017 Equity Incentive Plan [Member] | Two current directors [Member] | |||||||||||||||||
Stock Options and Warrants (Textual) | |||||||||||||||||
Compensation expense | 34,284 | $ 125,709 | |||||||||||||||
Stock options [Member] | 2017 Equity Incentive Plan [Member] | Chairman [Member] | |||||||||||||||||
Stock Options and Warrants (Textual) | |||||||||||||||||
Options granted to purchase common stock | 43,423 | 451,170 | |||||||||||||||
Compensation expense | 91,502 | ||||||||||||||||
Risk free interest rate | 2.54% | 2.26% | |||||||||||||||
Dividend yield | 0.00% | 0.00% | |||||||||||||||
Volatility factor | 397.00% | 220.00% | |||||||||||||||
Expected life years | 1 year 6 months | 1 year 6 months | |||||||||||||||
Exercise price | $ 3.52 | $ 6.40 | |||||||||||||||
Options term | 5 years | ||||||||||||||||
Description of vesting options | The options vest on August 4, 2020. | Options shall vest subject to serving as Executive Chairman on November 14, 2020. | |||||||||||||||
Compensation expense over vesting period | $ 149,730 | $ 2,217,952 | |||||||||||||||
Stock options [Member] | 2017 Equity Incentive Plan [Member] | Cheif Executive Officer [Member] | |||||||||||||||||
Stock Options and Warrants (Textual) | |||||||||||||||||
Options granted to purchase common stock | 431,251 | ||||||||||||||||
Risk free interest rate | 0.31% | ||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||
Volatility factor | 344.00% | ||||||||||||||||
Expected life years | 5 years | ||||||||||||||||
Exercise price | $ 2.50 | ||||||||||||||||
Options term | 5 years | ||||||||||||||||
Compensation expense over vesting period | 56,737 | ||||||||||||||||
Value of the award at the time of grant | $ 1,077,999 | ||||||||||||||||
Stock options [Member] | 2017 Equity Incentive Plan [Member] | Consultant [Member] | |||||||||||||||||
Stock Options and Warrants (Textual) | |||||||||||||||||
Options granted to purchase common stock | 25,000 | ||||||||||||||||
Risk free interest rate | 0.15% | ||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||
Volatility factor | 250.00% | ||||||||||||||||
Expected life years | 5 years | ||||||||||||||||
Exercise price | $ 2.50 | ||||||||||||||||
Options term | 5 years | ||||||||||||||||
Compensation expense over vesting period | $ 29,582 | ||||||||||||||||
Value of the award at the time of grant | $ 49,304 | ||||||||||||||||
Common stock options [Member] | 2017 Equity Incentive Plan [Member] | Chairman [Member] | |||||||||||||||||
Stock Options and Warrants (Textual) | |||||||||||||||||
Compensation expense | 924,147 | ||||||||||||||||
2017 Equity Incentive Plan [Member] | |||||||||||||||||
Stock Options and Warrants (Textual) | |||||||||||||||||
Options granted to purchase common stock | 301,327 | ||||||||||||||||
Compensation expense | $ 148,118 | ||||||||||||||||
Risk free interest rate | 1.67% | ||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||
Volatility factor | 354.00% | ||||||||||||||||
Expected life years | 3 years | ||||||||||||||||
Exercise price | $ 1.45 | ||||||||||||||||
Options term | 3 years | ||||||||||||||||
Compensation expense over vesting period | $ 435,969 | ||||||||||||||||
2017 Equity Incentive Plan [Member] | Stock options [Member] | |||||||||||||||||
Stock Options and Warrants (Textual) | |||||||||||||||||
Options granted to purchase common stock | 31,250 | 15,000 | |||||||||||||||
Compensation expense | 50,513 | ||||||||||||||||
Risk free interest rate | 1.68% | ||||||||||||||||
Dividend yield | 0.00% | ||||||||||||||||
Volatility factor | 427.00% | ||||||||||||||||
Expected life years | 5 years | ||||||||||||||||
Exercise price | $ 3.152 | $ 4.80 | |||||||||||||||
Options term | 5 years | 5 years | |||||||||||||||
Compensation expense over vesting period | $ 98,500 | ||||||||||||||||
Unrecognized compensation costs | 1,700,000 | ||||||||||||||||
Unrecognized compensation cost during fiscal 2020 | 1,557,000 | ||||||||||||||||
Unrecognized compensation cost during fiscal 2021 | $ 143,000 | ||||||||||||||||
Term of stock option, description | Expected to be recognized over a period of 2 years. | ||||||||||||||||
Number of shares authorized by the plan | 2,770,000 | 2,770,000 | 1,714,000 | ||||||||||||||
2017 Equity Incentive Plan [Member] | Stock options [Member] | Two current directors [Member] | |||||||||||||||||
Stock Options and Warrants (Textual) | |||||||||||||||||
Options granted to purchase common stock | 25,000 | ||||||||||||||||
Exercise price | $ 6.40 | ||||||||||||||||
Options term | 5 years | ||||||||||||||||
Description of vesting options | The options vest quarterly in equal amounts over a one year period with the first vesting occurring on June 30, 2018. |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Commitments and Contingencies Disclosure [Abstract] | |||
Operating office lease | $ 269,054 | $ 269,054 | |
Less accumulated reduction | (91,723) | (55,034) | |
Balance of ROU asset | $ 177,331 | $ 214,020 |
Commitments and Contingencies_3
Commitments and Contingencies (Details 1) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Commitments and Contingencies Disclosure [Abstract] | |||
Total lease liability | $ 269,054 | $ 269,054 | |
Reduction of lease liability | (91,723) | (55,034) | |
Total | 177,331 | 214,020 | |
Less short term portion | 73,378 | 73,378 | |
Long term portion | $ 103,953 | $ 140,642 |
Commitments and Contingencies_4
Commitments and Contingencies (Details 2) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Commitments and Contingencies Disclosure [Abstract] | ||
2020 | $ 43,842 | $ 86,997 |
2021 | 89,736 | 89,736 |
2022 | 82,885 | 82,885 |
Total minimum non-cancellable operating lease payments | 216,463 | 259,618 |
Less discount to fair value | (39,132) | (45,598) |
Total fair value of lease payments | $ 177,331 | $ 214,020 |
Commitments and Contingencies_5
Commitments and Contingencies (Details Textual) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Jun. 30, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies (Textual) | |||
Sublease expires date | Nov. 30, 2022 | ||
Borrowing rate | 10.00% | ||
Right of use asset | $ 269,054 | ||
Lease costs amount | $ 74,286 | $ 111,689 | |
Base lease costs | 43,155 | 63,705 | |
Other expenses | $ 31,131 | $ 47,984 | |
Streamline certain expenses | 20.00% | ||
Maximum [Member] | |||
Commitments and Contingencies (Textual) | |||
Lease payments per month | 7,535 | ||
Minimum [Member] | |||
Commitments and Contingencies (Textual) | |||
Lease payments per month | $ 7,078 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 29, 2019 | Apr. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transactions (Textual) | ||||||||
Product development | $ 57,401 | $ 44,934 | $ 140,494 | $ 94,788 | $ 203,400 | $ 299,808 | ||
Description of consultant agreement | The Company has agreed to pay the consultant a retainer of $10,000 per month as a non-recoverable draw against any finder fees earned. The Company has also agreed to pay the consultant the sum of $5,500 per month for three years ($198,000 total) as a finder's fee for introducing Genesys to the Company. This payment is included in the $10,000 monthly retainer payment. | |||||||
Consulting fees expense | 27,000 | 211,500 | $ 238,500 | |||||
Related party transaction, description | Revenue related to customers processed by Icon Canada is recognized on a gross basis the same as other revenues and was $208,158 for the year ended December 31, 2019. EOR costs related to customers processed by Icon Canada was $194,641 for the year ended December 31, 2019. Currently, there is no intercompany agreement for those charges and they are calculated on a best estimate basis. As of December 31, 2019, the Company owes Icon $759,400 in payables and Icon Canada owes $4,340 to the Company. During the year ended December 31, 2019, we charged to cost of revenue $1,887,726 related to services provided by Icon as our employer of record. During the year ended December 31, 2019, we charged to operating expenses $191,729 related to management fees, rent and other administrative expense. | |||||||
Finder's fee accrued compensation | $ 148,500 | |||||||
Operating expenses | 1,858,004 | 2,701,335 | 4,274,456 | 3,171,017 | 12,053,967 | 2,051,972 | ||
Cost of revenue | 1,418,242 | 1,461,922 | 3,169,438 | 1,461,922 | 4,448,202 | |||
Interest expense on these stockholder notes | 14,375 | 57,500 | ||||||
Accrued interest | 121,199 | |||||||
License agreement description | The Company has agreed to pay to Genesys a monthly license fee of $5,000 beginning June 29, 2019 and an annual fee of $1,995 for each recruiter being licensed under the License Agreement. | |||||||
Monthly fee expense | 13,500 | |||||||
CEO [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Aggregate notes with stockholders | 100,000 | |||||||
Genesys [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Consulting fees expense | 13,500 | 211,500 | 27,000 | 211,500 | ||||
Payable amount owed | 73,321 | 73,321 | 66,391 | |||||
Operating expenses | 59,327 | 52,813 | $ 86,930 | 12,693 | 93,671 | |||
Related Party Transactions [Member] | ||||||||
Related Party Transactions (Textual) | ||||||||
Aggregate notes with stockholders | 350,000 | |||||||
Product development | $ 181,400 | $ 297,631 | ||||||
Forgiveness of accrued compensation | $ 187,500 | |||||||
Marketing agreement, description | we entered into a marketing agreement with an entity controlled by a consultant (who is also a principal shareholder and former noteholder of the Company). The agreement provides for payment to this entity of 10% of applicable revenue generated through the use of the entities database. The agreement also provides for the payment to us of 10% of the revenue generated by the entity using our social media groups. | We entered into a marketing agreement with an entity controlled by a consultant (who is also a principal shareholder and former noteholder of the Company). The agreement provides for payment to this entity of 10% of applicable revenue generated through the use of the entities database. The agreement also provides for the payment to us of 10% of the revenue generated by the entity using our social media groups. | ||||||
Related party transaction, description | Revenue related to customers processed by Icon Canada is recognized on a gross basis the same as other revenues and was $36,091 and $69,318 for the three and six months ended June 30, 2020, respectively, and was $90,081 for the three and six months ended June 30, 2019. EOR costs related to customers processed by Icon Canada was $33,784 and $64,854 for the three and six months ended June 30, 2020, respectively, and was $84,960 for the three and six months ended June 30, 2019. Currently, there is no intercompany agreement for those charges and they are calculated on a best estimate basis. As of June 30, 2020, the Company owes Icon $859,193 in payables and Icon Canada owes $7,435 (included in accounts receivable) to the Company. During the three and six months ended June 30, 2020, we charged to cost of revenue $264,928 and $889,242, respectively, related to services provided by Icon as our employer of record. During the three and six months ended June 30, 2019, we charged to cost of revenue $709,175 related to services provided by Icon as our employer of record. During the three and six months ended June 30, 2020, we charged to operating expenses $59,327 and $130,268 related to management fees, rent and other administrative expense. During the three and six months ended June 30, 2019, we charged to operating expenses of $52,813 related to management fees, rent and other administrative expense. | Revenue related to customers processed by Icon Canada is recognized on a gross basis the same as other revenues and was $208,158 for the year ended December 31, 2019. EOR costs related to customers processed by Icon Canada was $194,641 for the year ended December 31, 2019. Currently, there is no intercompany agreement for those charges and they are calculated on a best estimate basis. As of December 31, 2019, the Company owes Icon $759,400 in payables and Icon Canada owes $4,340 to the Company. During the year ended December 31, 2019, we charged to cost of revenue $1,887,726 related to services provided by Icon as our employer of record. During the year ended December 31, 2019, we charged to operating expenses $191,729 related to management fees, rent and other administrative expense. | ||||||
Operating expenses | 48,453 | 12,693 | $ 130,268 | $ 191,729 | ||||
Cost of revenue | 1,887,726 | |||||||
Costs and expenses, related party | $ 15,000 | |||||||
Payments to firm | 57,401 | $ 44,934 | $ 118,380 | 94,788 | ||||
Placement revenue | $ 7,020 | $ 13,430 |
Business Combination (Details)
Business Combination (Details) | Dec. 31, 2019USD ($) |
Business Combinations [Abstract] | |
Accounts receivable | $ 768,005 |
Customer contracts | 183,107 |
License | 1,726,965 |
Goodwill | 6,517,315 |
Accounts payable | (532,292) |
Deferred revenue | (63,100) |
Total estimated fair value of the assets acquired | $ 8,600,000 |
Business Combination (Details 1
Business Combination (Details 1) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Business Combinations [Abstract] | |||
Revenue | $ 3,937,422 | $ 7,799,626 | $ 10,054,330 |
Net Loss | $ (3,650,641) | $ (12,672,671) | $ (5,472,093) |
Loss per common share, basic and diluted | $ (4.02) | $ (8.86) |
Business Combination (Details T
Business Combination (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Mar. 29, 2019 | |
Business Combination (Textual) | ||
Total acquisition price | $ 8,600,000 | |
Purchase consideration shares | 200,000 | |
Beneficial ownership limitation, percentage | 4.99% | |
Number of shares into preferred stock convertible | 2,500,000 | |
Shares quoted value | $ 8,600,000 | |
Quoted closing price | $ 3.44 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets (liabilities): | ||
Net operating loss carryover | $ 1,776 | $ 638 |
Intangibles amortization | 701 | |
Accrued compensation | 17 | 44 |
Stock compensation | 21 | |
Accrued interest | 48 | |
Capital losses | 196 | 138 |
Bad debt allowance | 5 | |
Deferred revenue | (35) | (16) |
Total deferred tax assets, net | 2,681 | 852 |
Less: valuation allowance | (2,681) | (852) |
Net deferred tax assets |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | (21.00%) | (21.00%) |
State income taxes, net of federal benefits | (1.10%) | (5.70%) |
Non-deductible items | 6.60% | 5.20% |
Change in valuation allowance | 15.50% | 21.50% |
Effective income tax rate |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes (Textual) | ||
Net operating loss carryforwards | $ 7,500,000 | |
Valuation allowance, percentage | 100.00% | |
Valuation allowance | $ 1,829,000 | $ 315,000 |
Corporate tax rate | 21.00% | 21.00% |
Net operating loss, description | Approximately $1.4 million will expire at various dates through 2037 and approximately $6.1 million can be carried forward indefinitely. | |
Income tax, description | In general, an ownership change, as defined by Section 382 and 383, results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more than 50 percentage points over a three-year period. The Company has not completed an IRC Section 382/383 analysis. | |
Previous tax return term | 3 years |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Jul. 31, 2020 | Mar. 31, 2020 | Mar. 20, 2020 | Feb. 29, 2020 | Aug. 31, 2019 | Apr. 30, 2019 | Dec. 31, 2019 | Apr. 30, 2020 | Jan. 31, 2020 | |
Subsequent Events (Textual) | |||||||||
Issuance of shares | 1,003,924 | ||||||||
Consulting agreements, description | We entered into a consulting agreement for advisory services with an initial term of three months. Compensation will be paid in the form of shares of common stock at the rate of 10,000 shares per month. The shares will be fully vested at the time of issuance.We entered into a consulting agreement for advisory services with an initial term of six months. Compensation will be $15,000 plus 60,000 shares of common stock. The shares will be fully vested at the time of issuance. | ||||||||
Receivables financing agreement, description | We have entered into an agreement with a lender that provides advances against the collection of accounts receivable. Advances made under the agreement are generally repayable in 45 days from the date of the advance and bear interest at 1.5% per month. | ||||||||
Loans borrowed | $ 367,450 | ||||||||
Subsequent Event [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Shares issued of commonstock | 110,000 | ||||||||
Issuance of shares of restricted common stock | 12,000 | ||||||||
Conversion of shares of commonstock | 8,800 | ||||||||
Bonus compensation amount | $ 350,000 | ||||||||
Options to purchase an additional shares | 250,000 | ||||||||
Options shall vest, period | 2 years | ||||||||
Executive employment agreement, description | We entered into an executive employment agreement on July 1, 2020 with Chad MacRae as the Senior Vice President Recruiters on Demand. Mr. MacRae's compensation package includes a $50,000 signing bonus and an annual base salary of $125,000. He is also entitled to earn a bonus package capped at $350,000 equal to any profit his division generates during the first full year of his employment, payable on a quarterly basis. In addition, Mr. MacRae received five-year incentive stock options to purchase 250,000 shares of the Company's common stock with an exercise price of $1.85, issuable under the 2017 Equity Incentive Plan. | ||||||||
Series D Preferred Stock [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Number of warrants | 6.25 | ||||||||
Number of preferred shares converted | 12,900 | 4,840 | 5,000 | ||||||
Series E Preferred Stock [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Number of preferred shares converted | 40,014 | ||||||||
Series F Preferred Stock [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Shares issued of commonstock | 803,414 | 138,926 | 803,414 | ||||||
Number of preferred shares converted | 64,272 | 60,232 | |||||||
Forecast [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Shares issued of commonstock | 2,750 | ||||||||
Sale of future revenues, description | In consideration of increasing the amount due by $54,574, the weekly payments were reduced to $7,298 for 65 weekly payments, compared to approximately 38 payments of $10,904 required under the original agreements. | ||||||||
Forecast [Member] | Series D Preferred Stock [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Number of warrants | 6.25 | ||||||||
Gross proceeds | $ 50,000 | ||||||||
Number of preferred shares converted | 12,900 | ||||||||
Forecast [Member] | Series D Preferred Stock [Member] | Investor [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Gross proceeds | $ 25,000 | ||||||||
Forecast [Member] | Series E Preferred Stock [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Number of preferred shares converted | 3,141 | ||||||||
Forecast [Member] | Series F Preferred Stock [Member] | |||||||||
Subsequent Events (Textual) | |||||||||
Number of preferred shares converted | 64,272 |