NOTE 2 – MANAGEMENT
PLANS
The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. The Company has incurred significant losses and experienced negative cash
flow from operations since inception. These conditions raise substantial doubt about the Company’s ability to continue as a going
concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Since inception, the Company has focused on developing and implementing
its business plan. The Company believes that its existing cash resources will not be sufficient to sustain operations during the next
twelve months. The Company currently needs to generate revenue in order to sustain its operations. In the event that the Company cannot
generate sufficient revenue to sustain its operations, the Company will need to reduce expenses or obtain financing through the sale of
debt and/or equity securities. The issuance of additional equity would result in dilution to existing shareholders. If the Company is
unable to obtain additional funds when they are needed or if such funds cannot be obtained on terms acceptable to the Company, the Company
would be unable to execute upon the business plan or pay costs and expenses as they are incurred, which would have a material, adverse
effect on the business, financial condition and results of operations.
The Company’s current monetization model is to derive revenues
from levels of service fees, transaction fees and in some cases revenue sharing with banking and distribution partners. As these bases
of revenues grow, the Company expects to generate additional revenue to support operations.
The Covid-19 pandemic caused a significant economic slowdown that adversely
affected the demand for services. While the Company expects this matter to negatively impact its results of operations, cash flow and
financial position, the future financial impact cannot be reasonably estimated at this time.
As of November 14, 2022, the Company has a cash position of approximately $6.6 million. Based upon the current cash position and the Company’s planned expense run rate, management believes the Company has funds currently to finance its operations through March 2023.
NOTE 3 – IMPAIRMENT
OF LONG-LIVED ASSETS
On January
1, 2021, REGO entered into a Purchase of Business Agreement (“Agreement”) with Chore Check, LLC pursuant to which it purchased
the assets of Chore Check, LLC, consisting primarily of a software application, valued at $111,817, fair value. The consideration for
the acquisition consisted of the issuance of an option to purchase 100,000 shares of the Company’s common stock, with
an exercise price of $0.90, vesting immediately and with a term of three years.
Long-lived
assets are tested for impairment by performing a qualitative assessment to determine whether it is more likely than not that the fair
value is less than the carrying value. Long-lived assets are considered impaired if the carrying value exceeds its fair value. The Company
determined that the carrying value of the asset acquired from Chore Check, LLC exceeded its fair value and have recorded an impairment
loss in the amount of $111,817 as of September 30, 2021, which is included in general and administrative expenses.
NOTE 4 – ACCOUNTS PAYABLE
AND ACCRUED EXPENSES - RELATED PARTIES
As of September
30, 2022 and December 31, 2021, the Company owed the Chief Executive Officer, who is also a more than 5% beneficial owner, a total of
$7,154 and $95,185, consisting of $7,154 and $95,185 in unpaid salary.
Additionally,
as of September 30, 2022 and December 31, 2021, the Company owed the son of a more than 5% beneficial owner, Chief Executive Officer,
President and Board member, $0 and $10,349, pursuant to a consulting agreement.
As of September
30, 2022 and December 31, 2021, the Company owed the Chief Financial Officer $3,808 and $35,988 in unpaid salary.
NOTE 5 – LOANS PAYABLE
Loans payable
as of September 30, 2022 and December 31, 2021 were $42,600. Interest accrued on the loans at 6% and 10% was $6,022 and
$3,806 as of September 30, 2022 and December 31, 2021. Interest expense related to these loans payable was $747 and $2,216 for
the three and nine months ended September 30, 2022 and $256 and $760 for the three and nine months ended September 30, 2021.
NOTE 6 – 10% SECURED
CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS
On March
6, 2015, the Company, pursuant to a Securities Purchase Agreement (the “Purchase Agreement”), issued $2,000,000 aggregate
principal amount of its 10% Secured Convertible Promissory Notes due March 5, 2016 (the “Notes”) to certain stockholders.
On May 11, 2015, the Company issued an additional $940,000 of Notes to stockholders. The maturity dates of the Notes have been extended
most recently to October 31, 2023.
The Notes
are convertible by the holders, at any time, into shares of the Company’s Series B Preferred Stock at a conversion price of $90.00 per
share, subject to adjustment for stock splits, stock dividends and similar transactions with respect to the Series B Preferred Stock only.
Each share of Series B Preferred Stock is currently convertible into 100 shares of the Company’s common stock at a current
conversion price of $0.90 per share, subject to anti-dilution adjustment as described in the Certificate of Designation of the Series
B Preferred Stock. In addition, pursuant to the terms of a Security Agreement entered into on May 11, 2015 by and among the Company, the
Note holders and a collateral agent acting on behalf of the Note holders (the “Security Agreement”), the Notes are secured
by a lien against substantially all of the Company’s business assets. Pursuant to the Purchase Agreement, the Company also granted
piggyback registration rights to the holders of the Series B Preferred Stock upon a conversion of the Notes.
The Notes
are recorded as a current liability as of September 30, 2022 and December 31, 2021 in the amount of $3,316,357. Interest accrued on the
Notes was $2,428,329 and $2,179,602 as of September 30, 2022 and December 31, 2021. Interest expense related to these Notes
payable was $82,909 and $248,727 for the three months and nine months ended September 30, 2022 and $82,909 and $241,325 for the three
and nine months ended September 30, 2021.
NOTE 7 – NOTES PAYABLE
– STOCKHOLDERS
These notes
payable have no formal repayment terms and $370,000 of the notes bear interest at 10% per annum and the remaining $225,000 of the notes
bear interest at 20% per annum.
These notes
payable are recorded as a current liability as of September 30, 2022 and December 31, 2021 in the amount of $595,000. Interest accrued
on the notes, as of September 30, 2022 and December 31, 2021 was $257,481 and $195,626. Interest expense was $20,842 and $61,855 for
the three and nine months ended September 30, 2022 and $20,844 and $204,411 for the three and nine months ended September 30, 2021. The
higher 2021 interest expense is due to accretion of discount which was recognized in 2021 but not in 2022.
NOTE 8 – 4% SECURED
CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS
On August
26, 2016, the Company, pursuant to a Securities Purchase Agreement, issued $600,000 aggregate principal amount of its 4.0% Secured
Convertible Promissory Notes due June 30, 2019 (the “New Secured Notes”) to certain accredited investors (“investors”).
The Company issued additional New Secured Notes during 2016, 2017, 2018, 2019 2020, 2021 and 2022.
During the nine months ended September 30, 2022,
the Company issued $200,000 aggregate principal amount of its New Secured Notes to a member of the Board of Directors and his son.
The New
Secured Notes are convertible by the holders, at any time, into shares of the Company’s authorized Series C Cumulative Convertible
Preferred Stock (“Series C Preferred Stock”) at a conversion price of $90.00 per share, subject to adjustment for stock
splits, stock dividends and similar transactions with respect to the Series C Preferred Stock only. Each share of Series C Preferred Stock
is currently convertible into 100 shares of the Company’s common stock at a current conversion price of $0.90 per
share, subject to full ratchet anti-dilution adjustment for one year and weighted average anti-dilution adjustment thereafter, as described
in the Certificate of Designation of the Series C Preferred Stock. Upon a liquidation event, the Company shall first pay to the holders
of the Series C Preferred Stock, on a pari passu basis with the holders of the Company’s outstanding Series A Preferred Stock and
Series B Preferred Stock, an amount per share equal to 700% of the conversion price (i.e., $630.00 per share of Series C Preferred Stock),
plus all accrued and unpaid dividends on each share of Series C Preferred Stock (the “Series C Preference Amount”). The Series
C Preference Amount shall be paid prior and in preference to payment of any amounts to the Common Stock. After the payment of all preferential
amounts required to be paid to the holders of shares of Series C Preferred Stock, Series A Preferred Stock, Series B Preferred Stock and
any additional senior preferred stock, the Series C Preferred Stock participates in further distributions subject to an aggregate cap
of seven and one-half times (7.5x) the original issue price thereof, plus all accrued and unpaid dividends.
The maturity dates of the New
Secured Notes were extended by the investors most recently to October 31, 2023.
The New
Secured Notes are recorded as a current liability in the amount of $14,981,250 and $14,781,250 as of September 30, 2022 and December
31, 2021. Interest accrued on the New Secured Notes was $2,000,636 as of September 30, 2022 and $1,552,519, as of December 31,
2021. Interest expense related to these New Secured Notes was $149,813 and $448,117 for the three and nine months ended September
30, 2022 and $148,036 and $385,527 for the three and nine months ended September 30. 2021.
NOTE 9 – INCOME TAXES
Income tax expense was $0 for
the three and nine months ended September 30, 2022 and 2021.
As of January
1, 2022, the Company had no unrecognized tax benefits, and accordingly, the Company did not recognize interest or penalties during 2022
related to unrecognized tax benefits. There has been no change in unrecognized tax benefits during the three and nine months ended September
30, 2022, and there was no accrual for uncertain tax positions as of September 30, 2022. Tax years from 2018 through 2021 remain subject
to examination by major tax jurisdictions.
There is
no income tax benefit for the losses for the three and nine months ended September 30, 2022 and 2021, since management has determined
that the realization of the net tax deferred asset is not assured and has created a valuation allowance for the entire amount of such
benefits.
NOTE 10 – CONVERTIBLE
PREFERRED STOCK
Rego Payment Architectures,
Inc. Series A Preferred Stock
The Series
A Preferred Stock has a preference in liquidation equal to two times its original issue price, or $20,270,000, to be paid out of assets
available for distribution prior to holders of common stock and thereafter participates with the holders of common stock in any remaining
proceeds subject to an aggregate cap of 2.5 times its original issue price. The Series A Preferred Stockholders may cast the number of
votes equal to the number of whole shares of common stock into which the shares of Series A Preferred Stock can be converted. The Series
A Preferred Stock also contains customary approval rights with respect to certain matters. The Series A Preferred Stock accrues dividends
at the rate of 8% per annum or $8.00 per Series A Preferred Share.
The conversion
price of Series A Preferred Stock is currently $0.90 per share. The Series A Preferred Stock is subject to mandatory conversion if
certain registration or related requirements are satisfied and the average closing price of the Rego’s common stock exceeds 2.5
times the conversion price over a period of twenty consecutive trading days.
During the
nine months ended September 30, 2022, a Series A Preferred stockholder converted 1,000 Series A Preferred shares into 111,111 shares
of common stock.
Rego Payment Architectures,
Inc. Series B Preferred Stock
The Series
B Preferred Stock is pari passu with the Series A Preferred Stock and has a preference in liquidation equal to two times its original
issue price, or $14,786,540 as of September 30, 2022, to be paid out of assets available for distribution prior to holders of common stock
and thereafter participates with the holders of common stock in any remaining proceeds subject to an aggregate cap of 2.5 times its original
issue price. The Series B Preferred Stockholders may cast the number of votes equal to the number of whole shares of common stock into
which the shares of Series B Preferred Stock can be converted. The Series B Preferred Stock also contains customary approval rights with
respect to certain matters. The Series B Preferred Stock accrues dividends at the rate of 8% per annum.
The conversion
price of the Series B Preferred Stock is currently $0.90 per share. The Series B Preferred Stock is subject to mandatory conversion
if certain registration or related requirements are satisfied and the average closing price of the Company’s common stock exceeds
2.5 times the conversion price over a period of twenty consecutive trading days.
During the
nine months ended September 30, 2022 and 2021, the Company sold 46,269 and 5,278 shares of the Company’s Series B Preferred Stock
in private placements to accredited investors and received proceeds of $4,164,250 and $475,020.
Rego Payment Architectures,
Inc. Series C Preferred Stock
In August
2016, Rego authorized 150,000 shares of Rego’s Series C Cumulative Convertible Preferred Stock (“Series C Preferred
Stock”). On August 23, 2021, Rego filed with the Delaware Secretary of State an Amendment to Certificate of Designation of Preferences,
Rights and Limitations of Series C Cumulative Convertible Preferred Stock, pursuant to which the amount of authorized Series C Preferred
Stock was increased from 150,000 shares to 300,000 shares. As of September 30, 2022, none of the Series C Preferred
Stock was issued or outstanding. After the date of issuance of Series C Preferred Stock, dividends at the rate of $7.20 per share
will begin accruing and will be cumulative. The Series C Preferred Stock is pari passu with the Series A Preferred Stock and Series B
Preferred Stock and has a preference in liquidation equal to seven times its original issue price to be paid out of assets available for
distribution prior to holders of common stock and thereafter participates with the holders of common stock in any remaining proceeds subject
to an aggregate cap of 7.5 times its original issue price. The Series C Preferred Stockholders may cast the number of votes equal to the
number of whole shares of common stock into which the shares of Series C Preferred Stock can be converted. The Series C Preferred Stock
also contains customary approval rights with respect to certain matters. There are no outstanding Series C Preferred Shares, therefore
the current per annum dividend per share is $0.
As of September
30, 2022, the value of the cumulative 8% dividends for all Rego preferred stock was $8,808,324. Such dividends will be paid when
and if declared payable by Rego’s board of directors or upon the occurrence of certain liquidation events. In accordance with FASB
ASC 260-10-45-11, the Company has recorded these accrued dividends as a current liability.
ZS Series A Preferred Stock
In November
2018, ZS pursuant to a Securities Purchase Agreement (the “ZS Series A Purchase Agreement”), issued in a private placement
to an accredited investor, 83,334 units at an original issue price of $3 per unit (the “ZS Original Series A Issue
Price”), which includes one share of ZS’ Series A Cumulative Convertible Preferred Stock (the “ZS Series A Preferred
Stock”) and one warrant to purchase one share of ZS’ common stock with an exercise price of $3.00 per share expiring
in three years (the “Series A Warrants”). ZS raised $250,000 with respect to this transaction. Dividends on
the ZS Series A Preferred Stock accrue at a rate of 8% per annum and are cumulative. The ZS Series A Preferred Stock has a preference
in liquidation equal to two times the ZS Original Series A Issue Price to be paid out of assets available for distribution prior to holders
of ZS common stock and thereafter participates with the holders of ZS common stock in any remaining proceeds subject to an aggregate cap
of 2.5 times the ZS Original Series A Issue Price. The ZS Series A Preferred Stockholders may cast the number of votes equal to the number
of whole shares of ZS common stock into which the shares of ZS Series A Preferred Stock can be converted.
As of September
30, 2022, the value of the cumulative 8% dividends for ZS preferred stock was $78,333. Such dividends will be paid when and if declared
payable by the ZS’ board of directors or upon the occurrence of certain liquidation events. In accordance with FASB ASC 260-10-45-11,
the Company has recorded these accrued dividends as a current liability.
NOTE 11 – STOCKHOLDERS’
EQUITY
The Company
entered into a financial advisory agreement in September 2021 whereby generally the Company will pay a financial advisor a success fee
equal to 7% of the capital committed in a capital transaction involving the sale of the Company.
Option Amendments and Adjustments
On April
28, 2022, the Board of Directors approved amendments extending the term of certain outstanding options to purchase in the aggregate 250,000
shares of common stock of the Company at exercise prices of $0.90 per share. These options were scheduled to expire on June 15, 2022 and
were each extended to June 15, 2023. The increase in fair value of this term extension was $109,155 which was expensed during the nine
months ended September 30, 2022. The Company used the Black-Scholes option pricing model to calculate the increase in fair value, with
the following assumptions for the extended options: no dividend yield, expected volatility of 85.9%, risk free interest rate of 2.16%,
and expected option life of 1.08 years.
Issuance of Restricted
Shares
A restricted
stock award (“RSA”) is an award of common shares that is subject to certain restrictions during a specified period. Restricted
stock awards are independent of option grants and are generally subject to forfeiture if employment terminates prior to the release of
the restrictions. The grantee cannot transfer the shares before the restricted shares vest. Shares of nonvested restricted stock have
the same voting rights as common stock, are entitled to receive dividends and other distributions thereon and are considered to be currently
issued and outstanding. The Company’s restricted stock awards generally vest over a period of one year. The Company expenses the
cost of the restricted stock awards, which is determined to be the fair market value of the shares at the date of grant, straight-line
over the period during which the restrictions lapse. For these purposes, the fair market value of the restricted stock is determined based
on the closing price of the Company’s common stock on the grant date.
NOTE 12 – STOCK OPTIONS
AND WARRANTS
During 2008,
the Board of Directors (“Board”) of the Company adopted the 2008 Equity Incentive Plan (“2008 Plan”) that was
approved by the stockholders. Under the 2008 Plan, the Company was authorized to grant options to purchase up to 25,000,000 shares
of common stock to any officer, other employee or director of, or any consultant or other independent contractor who provides services
to the Company. The 2008 Plan was intended to permit stock options granted to employees under the 2008 Plan to qualify as incentive stock
options under Section 422 of the Internal Revenue Code of 1986, as amended (“Incentive Stock Options”). All options granted
under the 2008 Plan, which are not intended to qualify as Incentive Stock Options are deemed to be non-qualified options (“Non-Statutory
Stock Options”). As of September 30, 2022, under the 2008 Plan, options to purchase 1,250,000 shares of common stock have
been issued and are outstanding and unexercised, and no shares are available for grants under the 2008 Plan. The 2008 Plan expired
on March 3, 2019.
During 2013,
the Board adopted the 2013 Equity Incentive Plan (“2013 Plan”), which was approved by stockholders at the 2013 annual meeting
of stockholders. Under the 2013 Plan, the Company is authorized to grant awards of stock options, restricted stock, restricted stock units
and other stock-based awards of up to an aggregate of 5,000,000 shares of common stock to any officer, employee, director or
consultant. The 2013 Plan is intended to permit stock options granted to employees under the 2013 Plan to qualify as Incentive Stock Options.
All options granted under the 2013 Plan, which are not intended to qualify as Incentive Stock Options are deemed to be Non-Statutory Stock
Options. As of September 30, 2022, under the 2013 Plan, grants of restricted stock and options to purchase 3,550,000 shares
of common stock have been issued and are outstanding and unexercised, and 300,000 shares of common stock remain available for
grants under the 2013 Plan.
The 2013
Plan is administered by the Board or its compensation committee, which determines the persons to whom awards will be granted, the number
of awards to be granted, and the specific terms of each grant, including the vesting thereof, subject to the terms of the 2013 Plan.
The Company also grants stock options outside
the 2013 Plan on terms determined by the Board.
In connection
with Incentive Stock Options, the exercise price of each option may not be less than 100% of the fair market value of the common stock
on the date of the grant (or 110% of the fair market value in the case of a grantee holding more than 10% of the outstanding stock of
the Company).
Prior to
January 1, 2014, volatility in all instances presented is the Company’s estimate of volatility that is based on the volatility of
other public companies that are in closely related industries to the Company. Beginning January 1, 2014, volatility in all instances presented
is the Company’s estimate of volatility that is based on the historical volatility of the Company’s common stock.
The following
table presents the weighted-average assumptions used to estimate the fair values of the stock options granted by REGO during the nine
months ended September 30, 2022:
| Risk Free Interest Rate | |
| 2.0 | % |
| Expected Volatility | |
| 109.5 | % |
| Expected Life (in years) | |
| 2.8 | |
| Dividend Yield | |
| 0 | % |
| Weighted average estimated fair value of options during the period | |
$ | 0.59 | |
During the
nine months ended September 30, 2022, the Company issued options to purchase 5,100,000 shares of the Company’s common
stock to various consultants and employees. The options were valued at $2,998,993 fair value, using the Black-Scholes option pricing
model to calculate the grant-date fair value of the options. The fair value of options was expensed immediately.
The following table summarizes
the activities for REGO’s stock options for the nine months ended September 30, 2022:
| | |
Options Outstanding | |
| | |
| | | |
| | | |
Weighted - | | |
| | |
| | |
| | | |
| | | |
Average | | |
| | |
| | |
| | | |
| | | |
Remaining | | |
Aggregate | |
| | |
| | | |
Weighted- | | |
Contractual | | |
Intrinsic | |
| | |
Number of | | |
Average | | |
Term | | |
Value | |
| | |
Shares | | |
Exercise Price | | |
(in years) | | |
(in 000's) (1) | |
| Balance, December 31, 2021 | |
| 11,317,500 | | |
$ | 0.57 | | |
| 2.1 | | |
$ | 2,145 | |
| | |
| | | |
| | | |
| | | |
| | |
| Granted | |
| 5,100,000 | | |
$ | 0.96 | | |
| 2.3 | | |
$ | 1,600 | |
| Expired/Cancelled | |
| (800,000 | ) | |
$ | 0.90 | | |
| - | | |
| - | |
| | |
| | | |
| | | |
| | | |
| | |
| Exercisable at September 30, 2022 | |
| 15,617,500 | | |
$ | 0.68 | | |
| 1.8 | | |
$ | 8,400 | |
| | |
| | | |
| | | |
| | | |
| | |
Exercisable at September 30, 2022 and expected to
vest thereafter | |
| 15,617,500 | | |
$ | 0.68 | | |
| 1.8 | | |
$ | 8,400 | |
| (1) | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the closing
stock price of $1.22 for REGO’s common stock on September 30, 2022. |
REGO expensed
$1,228,814 and $2,473,043 for the three and nine months ended September 30, 2022 and $13,320 and $2,592,036 for the three and
nine months ended September 30, 2021 with respect to stock options.
As of September
30, 2022, there was $635,105 of unrecognized compensation cost related to outstanding stock options. The difference, if any, between the
stock options exercisable at September 30, 2022 and the stock options exercisable and expected to vest relates to management’s estimate
of options expected to vest in the future.
The following table summarizes
the activities for REGO’s warrants for the nine months ended September 30, 2022:
| | |
| | |
| | |
Weighted- | | |
| |
| | |
| | |
| | |
Average | | |
| |
| | |
| | |
| | |
Remaining | | |
Aggregate | |
| | |
| | |
Weighted- | | |
Contractual | | |
Intrinsic | |
| | |
Number of | | |
Average | | |
Term | | |
Value | |
| | |
Shares | | |
Exercise Price | | |
(in years) | | |
(in 000's) (1) | |
| Balance, December 31, 2021 | |
| 1,500,000 | | |
$ | 0.90 | | |
| 0.5 | | |
$ | - | |
| | |
| | | |
| | | |
| | | |
| | |
| Expired/Cancelled | |
| (1,500,000 | ) | |
$ | 0.90 | | |
| - | | |
$ | - | |
| | |
| | | |
| | | |
| | | |
| | |
| Balance, September 30, 2022 | |
| - | | |
$ | - | | |
| - | | |
$ | - | |
| | |
| | | |
| | | |
| | | |
| | |
| Exercisable at September 30, 2022 | |
| - | | |
$ | - | | |
| - | | |
$ | - | |
| | |
| | | |
| | | |
| | | |
| | |
Exercisable at September 30, 2022 and expected to
vest thereafter | |
| - | | |
$ | - | | |
| - | | |
$ | - | |
| (1) | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing
stock price of $1.22 for REGO’s common stock on September 30, 2022. |
REGO expensed
$0 for the three and nine months ended September 30, 2022 and 2021 with respect to warrants.
All warrants were vested on the
date of grant.
The following table summarizes
the activities for ZS’s stock options for the nine months ended September 30, 2022:
| | |
Options Outstanding | |
| | |
| | | |
| | | |
Weighted - | | |
| | |
| | |
| | | |
| | | |
Average | | |
| | |
| | |
| | | |
| | | |
Remaining | | |
Aggregate | |
| | |
| | | |
Weighted- | | |
Contractual | | |
Intrinsic | |
| | |
Number of | | |
Average | | |
Term | | |
Value | |
| | |
Shares | | |
Exercise Price | | |
(in years) | | |
(in 000's) (1) | |
| Balance, December 31, 2021 | |
| 1,600,000 | | |
$ | 5.00 | | |
| 2.0 | | |
$ | - | |
| | |
| | | |
| | | |
| | | |
| | |
| Balance, September 30, 2022 | |
| 1,600,000 | | |
$ | 5.00 | | |
| 1.2 | | |
$ | - | |
| | |
| | | |
| | | |
| | | |
| | |
| Exercisable at September 30, 2022 | |
| 1,600,000 | | |
$ | 5.00 | | |
| 1.2 | | |
$ | - | |
| | |
| | | |
| | | |
| | | |
| | |
Exercisable at and September 30, 2022 and expected to
vest thereafter | |
| 1,600,000 | | |
$ | 5.00 | | |
| 1.2 | | |
$ | - | |
| (1) | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the value of
$4.00 for ZS’s common stock on September 30, 2022. |
For the three and nine months
ended September 30, 2022 and 2021, ZS expensed $0 with respect to options.
The following table summarizes
the activities for ZCS’s stock options for the nine months ended September 30, 2022:
| | |
Options Outstanding | |
| | |
| | | |
| | | |
Weighted- | | |
| | |
| | |
| | | |
| | | |
Average | | |
| | |
| | |
| | | |
| | | |
Remaining | | |
Aggregate | |
| | |
| | | |
Weighted- | | |
Contractual | | |
Intrinsic | |
| | |
Number of | | |
Average | | |
Term | | |
Value | |
| | |
Shares | | |
Exercise Price | | |
(in years) | | |
(in 000's) (1) | |
| Balance, December 31, 2021 | |
| 1,600,000 | | |
$ | 5.00 | | |
| 2.0 | | |
$ | - | |
| | |
| | | |
| | | |
| | | |
| | |
| Balance, September 30, 2022 | |
| 1,600,000 | | |
$ | 5.00 | | |
| 1.2 | | |
$ | - | |
| | |
| | | |
| | | |
| | | |
| | |
| Exercisable at September 30, 2022 | |
| 1,600,000 | | |
$ | 5.00 | | |
| 1.2 | | |
$ | - | |
| | |
| | | |
| | | |
| | | |
| | |
Exercisable at September 30, 2022 and expected to
vest thereafter | |
| 1,600,000 | | |
$ | 5.00 | | |
| 1.2 | | |
$ | - | |
| (1) | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the value of
$0.01 for ZCS’s common stock on September 30, 2022. |
For the three and nine months
ended September 30, 2022 and 2021, ZCS expensed $0 with respect to options.
NOTE 13 – NONCONTROLLING
INTERESTS
Losses incurred
by the noncontrolling interests for the nine months ended September 30, 2022 and 2021 were $101 and $101.
NOTE 14 – OPERATING
LEASES
For the
three and nine months ended September 30, 2022 total rent expense under leases amounted to $1,211 and $3,612 and for the three and nine
months ended September 30, 2021 total rent under leases amounted to $805 and $3,087. The Company has elected not to recognize right-of-use
assets and lease liabilities arising from short-term leases. The Company has no long-term lease obligations as of September 30, 2022.
NOTE 15 – RELATED PARTY
TRANSACTIONS
On January 20, 2022, the Board Members received
cash bonuses of $50,000 each, or a total of $100,000.
On January 26, 2022, the Board of Directors
approved a salary increase raising the Chief Executive Officer’s salary to $310,000 per year.
On February 22, 2022, a Board member and his
son each purchased a 4% Secured Note Payable for $100,000.
On April 1, 2022, the Chief Executive Officer
was paid a bonus of $50,000.
On April 7, 2022, the Chief Financial Officer
was paid a bonus of $75,000.
On September 1, 2022 the Board passed a Resolution
for Successful Corporate Actions Awards equity bonus program whereby the completion of any one of the following actions result in the
awarding of common stock to certain executives and members of the board of directors: commercial distribution agreement for Rego’s
Digital Wallet and/or Mazoola Pay Kid Button; a branding event with Mastercard or Visa; or the adoption of the Company’s COPPA compliant
wallet by a bank with assets greater than $4 billion. The prospective awarding of shares would be as follows: Chairman: 1,000,000 shares;
Chief Executive Officer: 1,000,000 shares; Chief Technology Officer: 200,000 shares; and Chief Financial Officer: 50,000 shares. The distribution of the shares will not occur until the date the Company is sold. As of September
30, 2022 none of the aforementioned actions were completed and thus no common stock awards were granted.
On September 22, 2022 the following bonus issuances of common shares were earned pursuant to the Successful Corporate Actions Awards equity bonus program (Engagement of an Investment Banker or the sale of the Company): Chairman: 1,000,000 shares; Chief Executive Officer: 1,500,000 shares; Chief Technology Officer: 200,000 shares; and Chief Financial Officer: 150,000 shares. The distribution of the shares will not occur until the date the Company is sold.
NOTE 16 – COMMON STOCK
TO BE ISSUED
On September 22, 2022 the Company engaged
Raymond James & Associates, Inc. for their investment banking advisory services pursuant to a prospective sale of the Company. The
successful engagement of Raymond James & Associates resulted in an incentive award of 2,850,000 shares of common stock due to certain
executives and board of directors. The Company accrued compensation expense of $2,705,000, the fair value of the common stock to be issued,
for the three and nine months ended September 30, 2022.
NOTE 17 – SUBSEQUENT
EVENTS
Between October 1, 2022 and November 15, 2022,
the Company sold 78,227 shares of the Company’s Series B Preferred Stock in a private placement to accredited investors and received
proceeds of $7,040,400.
On October 5, 2022 the Company completed its targeted
funding via the Series B Preferred Stock. This successful completion resulted in an incentive award of 2,150,000 shares of common stock
due to certain executives and members of the board of directors. The Company accrued compensation expense of $2,645,000, the fair value
of the common stock to be issued, in October 2022.
On October 14, 2022, the Company filed with the
Delaware Secretary of State an Amendment to Certificate of Designation of Preferences, Rights and Limitations of Series B Cumulative Convertible
Preferred Stock, pursuant to which the amount of authorized Series B Cumulative Convertible Preferred Stock was increased from 222,222
shares to 347,222 shares.
On October 17, 2022 the following cash bonuses were paid out pursuant to the Successful Corporate Actions Awards equity bonus program (Completion of the $20,000,000 Preferred B Raise): Chairman: $100,000; Chief Executive Officer: $100,000; Chief Technology Officer: $25,000; and Chief Financial Officer: $25,000. Pursuant to this item, shares of common stock were also earned as follows: Chairman: 1,000,000 shares; Chief Executive Officer: 1,000,000 shares; Chief Technology Officer: 100,000 shares; and Chief Financial Officer: 50,000 shares. The distribution of the shares will not occur until the date the Company is sold. The Company accrued compensation expense of $2,645,000, the fair value of the common stock to be issued, in October 2022.
ITEM 2. MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Overview
REGO Payment Architectures, Inc. is a provider of consumer software
that delivers a mobile payment platform—MazoolaR - a family focused mobile banking solution. Headquartered in Blue Bell, Pennsylvania,
the Company maintains a portfolio of trade secrets and four US patent awards. REGO offers an all-digital financial payments platform to
enable minors, particularly under 13 years old, to transact, complete chores and learn in a secure online environment guided by parental
permission, oversight, and control, while remaining COPPA and GDPR compliant.
COPPA applies not only to websites and mobile apps. It can apply to
a growing list of connected devices that is included in the Internet of Things. Some of these include toys and products that could collect
personal information, such as voice recordings or geolocation information. Non-compliance with COPPA has meant substantial fines for many
violators.
Management believes that by building on its COPPA compliance advantage,
the future of REGO Payment Architectures, Inc. will be based on the foundational architecture of its software platform (the “Platform”)
that will allow its use across multiple financial markets where secure controlled payments are needed. The Company intends to license
in each alternative field of use the ability for its partners, distributors and/or value-added resellers to private label each of the
alternative markets. These partners will deploy, customize and support each implementation under their own label, but with acknowledgement
of the Company’s proprietary intellectual assets as the base technology. Management believes this approach will enable the Company
to reduce marketing expenses while broadening its reach.
Further, California passed the California Consumer Privacy Act of 2018
(“CCPA”) on June 28, 2018. CCPA gives consumers (defined as natural citizens who are California residents) four rights relative
to their personal information as follows:
| ● | the right to know, through a general privacy policy and with more specifics
available upon request, what personal information a business has collected about them, where it was sourced from, what it is being used
for, whether it is being disclosed or sold, and to whom it is being disclosed or sold; |
| ● | the right to “opt out” of allowing a business to sell their
personal information to third parties (or, for consumers who are under 16 years old, the right not to have their personal information
sold absent their, or their parent’s, opt-in); |
| ● | the right to have a business delete their personal information, with some
exceptions; and |
| ● | the right to receive equal service and pricing from a business, even if they
exercise their privacy rights under the CCPA. |
With respect to the evolving CCPA, the Company has designed its Platform
and app to be in compliance.
Additionally, the European Parliament and Council agreed upon the General
Data Protection Regulation (“GDPR”) in April 2016, to replace the Data Protection Directive 95/46/EC. This is the primary
law regulating how companies protect European Union (“EU”) citizens’ personal data. GDPR became effective on May 25,
2018. Companies that fail to achieve GDPR compliance are subject to severe fines and penalties.
GDPR requirements apply to each member state of the European Union,
aiming to create more consistent protection of consumer and personal data across EU nations. Some of the key privacy and data protection
requirements of the GDPR include:
| ● | Requiring the consent of subjects for data processing |
| ● | Anonymizing collected data to protect privacy |
| ● | Providing data breach notifications |
| ● | Safely handling the transfer of data across borders |
| ● | Requiring certain companies to appoint a data protection officer to oversee
GDPR compliance |
In short, the handling of EU citizens’ data is mandated by GDPR
using a baseline set of standards for companies that are designed to better safeguard the processing and movement of personal data. The
Company has designed its Platform and app to be in compliance with GDPR, and has received the GDPRkidsTM Trustmark from PRIVO.
Revenues generated from the Platform will come from multiple sources
depending on the level of service and facilities requested. There will be levels of subscription revenue paid monthly, service fees, transaction
fees and in some cases, revenue sharing and licensing with banking and distribution partners.
Our goal, moving forward, is to enable both incumbent and new financial
technology (“FinTech”) participants, as well as key verticals with a large base of ‘family accounts,’ to provide
their consumers with safe and empowering youth money management and financial literacy content and tools via the mobile payment platform.
While some of the REGO Platform can be easily duplicated/commoditized,
such as the app skin, APIs to retailers, APIs to financial infrastructure and cloud storage, we believe that defending our market position
rests on three factors:
| 1. | The ability to define data control settings from parent to child. |
Our approach to this opportunity uses a master account to
dictate purchase rules to sub-accounts via a hierarchical architecture. This approach adheres to data flow and privacy policy requirements
specifically outlined for COPPA compliance. We believe other approaches based on machine learning, or other artificial intelligence methodologies
are potentially viable alternatives but are likely too costly, do not meet current compliance timelines, and may defy the core of COPPA’s
“opt-in” parameters. There is considerable room for next-generation automation techniques to be layered on REGO’s hierarchical
approach. Given its current stability and scalability metrics, the REGO Platform strongly features these advances in its technical development
roadmap without compromising any of its current data control performance.
| 2. | The ability to (mis)attribute the child’s transaction and personal identification. |
REGO has solved this issue by masking user data and maintaining
separate identity and financial data flows. As a result, REGO can verify the age of the internet user through the transaction lifecycle
on its Platform. Authenticating and validating the identity of the actual user on the internet remains one of the more difficult cybersecurity
challenges. Current approaches are mainly not for commercial use; however, there is investment in commercial innovation in this area.
REGO’s data control features and its (mis)attribution approach are inextricably linked and a key to its scalability and extensibility.
| 3. | The ability to disseminate transactional data on minors while remaining COPPA and GDPR compliant. |
The highest value data will be that which shows the most
nuanced detail afforded under current regulations. Without extreme data control features, such as in the REGO Platform, any lesser data
precision will be less valuable.
These three factors are all supported by REGO’s patented technology.
REGO addresses hard industry problems such as:
| ● | COPPA compliant technology with a key component being its ability to verify
the age of an internet user |
| ● | A master and sub-account architecture with the ability to administer user-specific
controls |
| ● | An advanced rules engine to provide strict automated compliance of the parental
rules for each child |
| ● | Near real-time buying behavior database on minors - anonymized geolocation,
age range and purchases |
Currently, we are targeting established brands with large family-focused
account bases — including banks, telecommunication companies, faith-based organizations, media distributors, mobile device Original
Equipment Manufacturers (“OEMs”), and merchants.
We are seeking partners that will leverage our Platform to:
Buy vs. Build: Partners can license or revenue share for their
specific market or field of use a safe, compliant system, instead of building one on their own.
Safety & Security: Partners can safely engage a younger
consumer segment and their families with a new family friendly peer to peer payments approach. Vendors will be explicitly protected from
non-compliant transactions and the underlying technology protects the privacy of the user.
Youth Financial Literacy: Partners can expand their brand story
around empowerment and education of youth financial literacy while engaging their ‘future customers’ with Gen Z, a digital
native population of post-millennial youth.
The REGO MazoolaSM app and associated digital wallet technology is
designed to enable our partners to engage families with Gen Z and Gen Alpha youths through a money management, transactional and financial
literacy platform that enables young people to make smart decisions about the things they value in life — including their money,
their time, their ideas and their connections. The MazoolaSM app enables a new way for individual users to own and monetize their purchasing
behavior that is currently unavailable to them.
In addition, we are analyzing specific components of our technology
for individual monetization as well as exploring opportunities in the Business to Business (“B2B”) realm.
Other markets for potential licensed applications are:
| ● | Government social services payments where control over how benefits allowances
are used is required. This is particularly necessary in some European countries where social benefits are not being used as intended by
the government or where benefits are subject to fraud. |
| ● | Closed network consumer to business (C2B) and business to business (B2B).
An example is school lunch programs where the consumer can make direct mobile payments to the provider’s point of sale (POS) terminal
without the need to traverse the traditional merchant payment system. This reduces the cost per transaction for the vendor and provides
instant non-repudiated settlement. Many school lunch programs are now provided by large catering companies. This is particularly valuable
as credit card fees, transaction fees and service fees can exceed 3% in overhead costs per transaction dependent on the negotiated rate.
Removing this overhead can have significant positive financial impact on profitably. It also allows the closed network to own its own
behavioral use data thus obviating the need to pay a third party for the same data. |
We believe that our near-term success will depend particularly on our
ability to develop customer awareness and confidence in our service. Since we have extremely limited capital resources, we will need to
closely manage our expenses and conserve our cash by continually monitoring any increase in expenses and reducing or eliminating unnecessary
expenditures. Our prospects must be considered in light of the risks, expenses and difficulties encountered by companies at an early stage
of development, particularly given that we operate in new and rapidly evolving markets, that we have limited financial resources, and
face an uncertain economic environment. We may not be successful in addressing such risks and difficulties.
Results of Operations
Comparison of the Three Months Ended September
30, 2022 and 2021
The following discussion
analyzes our results of operations for the three months ended September 30, 2022 and 2021. The following information should be considered
together with our condensed financial statements for such period and the accompanying notes thereto.
Net Revenue
We have not generated
significant revenue since our inception. For the three months ended September 30, 2022 and 2021, we generated revenues of $237 and
$1,068.
Net Loss
For the three months
ended September 30, 2022 and 2021, we had a net loss of $5,122,359 and $1,308,769.
Transaction Expense
Transaction expense for
the three months ended September 30, 2022 was $57,538 compared to $38,389 for the three months ended September 30, 2021. These are transactional
charges primarily for the operation of the Mazoola® app, and the Chore Check app.
Sales and Marketing
Sales and marketing
expenses for the three months ended September 30, 2022 were $175,606 compared to $178,404 for the three months ended September 30, 2021,
a decrease of $2,798. The decrease is attributed to lower option compensation expense for the three months ended September 30, 2022 as
compared to the three months ended September 30, 2021.
Product Development
Product development expenses
were $458,942 and $631,977 for the three months ended September 30, 2022 and 2021, a decrease of $173,035. Expenses were scaled back
upon completion of the Platform in 2022.
General and Administrative
Expenses
General and administrative
expenses increased $4,060,523 to $4,269,020 for the three months ended September 30, 2022 from $208,497 for the three months ended September
30, 2021. The increase is mainly due to share based compensation of $3,900,000 combined with an increase in legal and professional fees
of $75,000 as compared to the three months ended September 30, 2021. This increase was due to fees associated with the engagement of
the investment banker and legal fees related to prospective partnerships with other financial service payment companies.
Forgiveness of Debt
During the three months ended September 30,
2022 the Company had $92,660 of debt forgiven compared to $0 for the three months ended September 30, 2021. The debt forgiven was related
to a vendor’s payable dating back several years.
Interest Expense
During the three months
ended September 30, 2022, the Company incurred interest expense of $254,313 compared to $252,621 for the three months ended September
30, 2021, an increase of $1,692. The increase in interest expense relates to increased levels of outstanding debt.
Comparison of the Nine Months Ended September
30, 2022 and 2021
The following discussion
analyzes our results of operations for the nine months ended September 30, 2022 and 2021. The following information should be considered
together with our condensed financial statements for such period and the accompanying notes thereto.
Net Revenue
We have not generated
significant revenue since our inception. For the nine months ended September 30, 2022 and 2021, we generated revenues of $1,887 and
$2,341.
Net Loss
For the nine months ended
September 30, 2022 and 2021, we had a net loss of $10,340,541 and $9,226,135.
Transaction Expense
Transaction expense for
the nine months ended September 30, 2022 was $180,051 compared to $114,448 for the nine months ended September 30, 2021. These are transactional
charges primarily for the operation of the Mazoola® app, and the Chore Check app.
Sales and Marketing
Sales and marketing expenses
for the nine months ended September 30, 2022 were $1,393,252 compared to $802,017 for the nine months ended September 30, 2021, an increase
of $591,235. This resulted from a marketing plan designed to bring users to the Platform.
Product Development
Product development expenses
were $1,557,850 and $2,279,893 for the nine months ended September 30, 2022 and 2021, a decrease of $722,043. Expenses were scaled back
upon completion of the Platform in 2022.
General and Administrative
Expenses
General and administrative
expenses increased $1,244,778 to $6,544,063 for the nine months ended September 30, 2022 from $5,299,285 for the nine months ended September
30, 2021. The increase is due to a legal fee increase of approximately $456,000 related to prospective partnerships with other financial
service payment companies and an increase in share based compensation expense of $841,000 for options and shares issued to employees and
consultants.
Forgiveness of Debt
During the nine months ended September 30,
2022, the Company had $92,660 of vendor debt forgiven compared to $95,425 for the nine months ended September 30, 2021 which consisted
of $79,500 from the Paycheck Protection Plan, $2,000 from the Economic Injury Disaster Loan, and $13,925 of vendor debt.
Interest Expense
During the nine months ended September 30,
2022, the Company incurred interest expense of $760,915 compared to $828,568 for the nine months ended September 30, 2021, a decrease
of $67,653. The decrease in interest expense relates to the exchange of certain 10% Secured Promissory Notes for 4% Secured Promissory
Notes.
Liquidity and Capital Resources
As
of November 14, 2022 we had cash on hand of approximately $6.6 million.
Net cash used in operating
activities increased $757,032 to $4,484,374 for the nine months ended September 30, 2022 as compared to $3,727,342 for the nine months
ended September 30, 2021. The increase resulted primarily from the increased marketing costs related to the Mazoola® app,
increased professional fees related to the patent and trademark valuation and costs associated with common shares to be issued offset
by the reduction in non-cash based compensation.
Net cash used in investing activities decreased
to 10,621 for the nine months ended September 30, 2022 from $41,196 for the nine months ended September 30, 2021 as a result of
a decrease in patents and trademarks expense.
Net cash provided by
financing activities increased to $7,069,249 for the nine months ended September 30, 2022 from $5,215,020 for the nine months ended September
30, 2021. The increase is attributed to higher proceeds from the sale of Series B Preferred Stock to provide capital to continue operations
as well as an increase in common shares to be issued for the nine months ended September 30, 2022 as compared to the prior year period.
This was offset by a decrease in proceeds from the sale of Convertible Notes Payable as compared to the prior year period.
As we have not realized
significant revenues since our inception, we have financed our operations through offerings of debt and equity securities. We
do not currently maintain a line of credit or term loan with any commercial bank or other financial institution.
Since our inception,
we have focused on developing and implementing our business plan. We believe that our existing cash resources will not be sufficient
to sustain our operations during the next twelve months. We currently need to generate sufficient revenues to support our
cost structure to enable us to pay ongoing costs and expenses as they are incurred, finance enhancements to our Platform, and execute
the business plan. If we cannot generate sufficient revenue to fund our business plan, we intend to seek to
raise such financing through the sale of debt and/or equity securities. The issuance of additional equity would result in dilution
to existing shareholders. The issuance of convertible debt may also result in dilution to existing stockholders. If we are unable
to obtain additional funds when they are needed or if such funds cannot be obtained on terms acceptable to us, we will be unable
to execute upon the business plan or pay costs and expenses as they are incurred, which would have a material, adverse effect on our business,
financial condition and results of operations. See Note 2, to our consolidated financial statements included in this Form 10-Q.
Even if we are successful
in generating sufficient revenue or in raising sufficient capital in order to commercialize the Platform, our ability to continue in business
as a viable going concern can only be achieved when our revenues reach a level that sustains our business operations. We do
not project that revenue will be developed at the earliest until the second quarter of 2023. There can be no assurance that
we will raise sufficient proceeds, or any proceeds, for us to implement fully our proposed business plan. Moreover, there can
be no assurance that even if the Platform is fully developed and successfully commercialized, that we will generate revenues sufficient
to fund our operations. In either such situation, we may not be able to continue our operations and our business might fail.
Based upon the current
cash position and the Company’s planned expense run rate, management believes the Company will not be able to finance its operations
beyond March 2023.
The foregoing forward-looking
information was prepared by us in good faith based upon assumptions that we believe to be reasonable. No assurance can be given, however,
regarding the attainability of the projections or the reliability of the assumptions on which they are based. The projections are subject
to the uncertainties inherent in any attempt to predict the results of our operations, especially where new products and services are
involved. Certain of the assumptions used will inevitably not materialize and unanticipated events will occur. Actual results of operations
are, therefore, likely to vary from the projections and such variations may be material and adverse to us. Accordingly, no assurance can
be given that such results will be achieved. Moreover, due to changes in technology, new product announcements, competitive pressures,
system design and/or other specifications we may be required to change the current plans.
Off-Balance Sheet Arrangements
As of September 30, 2022,
we do not have any off-balance sheet arrangements.
Critical Accounting
Policies
Our financial statements
are impacted by the accounting policies used and the estimates and assumptions made by management during their preparation. A complete
summary of these policies is included in Note 1 of the Notes to Financial Statements included in the Company’s Form 10-K for
the year ended December 31, 2021. We have identified below the accounting policies that are of particular importance in the presentation
of our financial position, results of operations and cash flows and which require the application of significant judgment by management.
Stock-based Compensation
We have adopted the fair
value recognition provisions of Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 718. In
addition, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 107 “Share-Based Payment” (“SAB
107”), which provides supplemental FASB ASC 718 application guidance based on the views of the SEC. Under FASB ASC 718, compensation
cost recognized includes compensation cost for all share-based payments granted, based on the grant date fair value estimated in accordance
with the provisions of FASB ASC 718.
We have used the Black-Scholes
option-pricing model to estimate the option fair values. The option-pricing model requires a number of assumptions, of which the
most significant are, expected stock price volatility, the expected pre-vesting forfeiture rate and the expected option term (the amount
of time from the grant date until the options are exercised or expire).
All issuances of stock
options or other equity instruments to non-employees as consideration for goods or services received by the Company are accounted for
based on the fair value of the equity instruments issued. Non-employee equity based payments that do not vest immediately upon
grant are recorded as an expense over the vesting period.
Revenue Recognition
In accordance with FASB
ASC 606, Revenue from Contracts with Customers, the Company recognizes revenue when it satisfies performance obligations,
by transferring promised goods or services to customers, in an amount that reflects the consideration to which the Company expects to
be entitled in exchange for fulfilling those performance obligations.
Recently Issued Accounting
Pronouncements
Recently issued accounting
pronouncements are discussed in Note 1 of the Notes to Financial Statements contained elsewhere in this report.