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RELATED PARTY TRANSACTIONS | 6 Months Ended
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Jun. 30, 2021
LOANS PAYABLE |
NOTE 11 - RELATED PARTY TRANSACTIONS | NOTE 11 - 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, 2021 no fees were due or payable under this arrangement. In July 2021, we ended our arrangement with this consultant and no future payments will be due to either party. 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 $0 and $13,500 during each of the three- and six-month periods ended June 30, 2021, respectively. The term of the consulting agreement was completed in March 2021. We have recorded consulting fees expense of $13,500 and $27,000 during each of the three and six month periods ended June 30, 2020, respectively. At June 30, 2021, $93,500 of the Genesys finder’s fee and $22,500 of monthly fee expense is included in accrued compensation. In July 2021 we completed payments for all accrued compensation and future payments owed under the consulting agreement. No further payments will be owed under this consulting agreement. Under a technology services agreement entered into on January 17, 2020, we use a related party firm of the Company, Recruiter.com Mauritius, for software development and maintenance related to our website and the platform underlying our operations. This arrangement was oral prior to January 17, 2020. The initial term of the Services Agreement is five years, whereupon it shall automatically renew for additional successive 12-month terms until terminated by either party by submitting a 90-day prior written notice of non-renewal. The firm was formed outside of the United States solely for the purpose of performing services for the Company and has no other clients. A consultant to the Company, who was our Chief Technology Officer until July 15, 2021, and thereafter our Chief Web Officer, is an employee of Recruiter.com Mauritius and exerts control over Recruiter.com Mauritius. Pursuant to the Services Agreement, the Company has agreed to pay Recruiter.com Mauritius fees in the amount equal to the actualized documented costs incurred by Recruiter.com Mauritius in rendering the services pursuant to the Services Agreement. Payments to this firm were $54,696 and $57,401 for the three months ended June 30, 2021 and 2020, respectively, Payments to this firm were $112,684 and $118,380 for the six months ended June 30, 2021 and 2020, respectively. These payments are included in product development expense in our consolidated statement of operations. 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 our Board of directors. Pursuant to the License Agreement Genesys has granted us an exclusive license to use certain candidate matching software and renders certain related services to us. The Company has agreed to pay to Genesys (now called Opptly) 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 along with other fees that might be incurred. The Company has also agreed to pay Opptly monthly sales subscription fees beginning September 5, 2019 when Opptly assists with closing a recruiting program. During the three months ended June 30, 2021 and 2020, we charged to operating expenses $46,914 and $48,453 for services provided by Opptly. During the six months ended June 30, 2021 and 2020, we charged to operating expenses $87,028 and $86,930 for services provided by Opptly. As of June 30, 2021, the Company owes Opptly $116,880 in payables. As of August 6, 2021 we have paid off all remaining payables to Opptly and amended our agreement. We will continue with the License Agreement but have cancelled the sales subscription and services agreements. There could be other fees that will be owed as incurred, based on communication overages. Icon Information Consultants performs certain 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. 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 $71,323 for the three and six months ended June 30, 2021, respectively, and was $36,091 and $69,318 for the three and six months ended June 30, 2020, respectively. EOR costs related to customers processed by Icon Canada was $33,748 and $66,692 for the three and six months ended June 30, 2021, respectively, and was $33,784 and $64,854 for the three and six months ended June 30, 2020, respectively. Currently, there is no intercompany agreement for those charges and they are calculated on a best estimate basis. As of June 30, 2021, the Company owed Icon $1,065,997 in payables and Icon Canada owes $23,775 (included in accounts receivable) to the Company. During the three and six months ended June 30, 2021, we charged to cost of revenue $178,531 and $333,103, respectively, related to services provided by Icon as our employer of record. 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, 2021, we charged to operating expenses $59,235 and $132,253, respectively, related to management fees, rent and other administrative expense. During the three and six months ended June 30, 2020, we charged to operating expenses $59,327 and $130,268, respectively, related to management fees, rent and other administrative expense. During the three and six months ended June 30, 2021, we charged to interest expense $18,193 and $30,466, respectively, related to finance charges on accounts payable owed to Icon. In July 2021, we paid Icon $1,075,645 to satisfy all outstanding payables for all services including interest charges. In July 2021, we also ended all contractual relationships with Icon for back office and accounting services, as well as office space. Icon will continue to provide EOR services on an as needed basis. We also recorded placement revenue from Icon of $0 and $7,020 during the three months ended June 30, 2021 and 2020, respectively, and $970 and $13,430 during the six months ended June 30, 2021 and 2020, respectively. We have a receivable from Icon of $22,951 which is included in accounts receivable at June 30, 2021. We used a related party firm of the Company to pay certain recruiting services provided by employees of the firm during the three months ended March 31, 2021. During the three months ended March 31, 2021, we charged to cost of revenue $17,745 related to services provided, with no expense in the three months ended June 30, 2021 and a balance owed of $11,944 as of June 30, 2021.

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