Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 14, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | REGO PAYMENT ARCHITECTURES, INC. | |
Entity Central Index Key | 0001437283 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Entity Common Stock, Shares Outstanding | 119,596,866 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 123,269 | $ 10,733 |
Accounts receivable | 1,923 | |
Prepaid expenses | 26,461 | 19,505 |
Deposits | 1,218 | 26,218 |
TOTAL CURRENT ASSETS | 150,948 | 58,379 |
PROPERTY AND EQUIPMENT | ||
Computer equipment | 5,129 | 5,129 |
Less: accumulated depreciation | (5,129) | (5,129) |
Total property and equipment | ||
OTHER ASSETS | ||
Patents and trademarks, net of accumulated amortization of $177,898 and $163,240 | 369,283 | 383,942 |
Investment | 115,000 | 115,000 |
Total other assets | 484,283 | 498,942 |
TOTAL ASSETS | 635,231 | 557,321 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 4,524,886 | 4,119,976 |
Accounts payable and accrued expenses - related parties | 647,592 | 428,249 |
Loans payable | 85,600 | 89,600 |
Deferred revenue | 200,000 | 200,000 |
10% Secured convertible notes payable - stockholders | 2,813,157 | 3,163,157 |
Notes payable - stockholders, net of discount of $14,063 and $0 | 362,937 | 134,000 |
4% Secured convertible notes payable - stockholders | 6,487,250 | |
Preferred stock dividend liability | 5,564,561 | 5,021,000 |
TOTAL CURRENT LIABILITIES | 14,198,733 | 19,643,232 |
LONG-TERM LIABILITIES | ||
4% Secured convertible notes payable - stockholders | 7,387,250 | |
TOTAL LONG-TERM LIABILITIES | 7,387,250 | |
CONTINGENCIES | ||
STOCKHOLDERS' DEFICIT | ||
Common stock, $ .0001 par value; 230,000,000 shares authorized; 119,596,866 shares issued and outstanding at June 30, 2019 and December 31, 2018 | 11,960 | 11,960 |
Additional paid in capital | 59,869,115 | 59,548,971 |
Accumulated deficit | (81,048,638) | (78,880,134) |
Noncontrolling interests | 216,797 | 233,278 |
STOCKHOLDERS' DEFICIT | (20,950,752) | (19,085,911) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 635,231 | 557,321 |
Series A [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock | 11 | 11 |
Series B [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock | 3 | 3 |
Series C [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Patents and trademarks, accumulated amortization | $ 177,898 | $ 163,240 |
Notes payable, discount | $ 14,063 | $ 0 |
Preferred stock, par value per share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Common stock, par value per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 230,000,000 | 230,000,000 |
Common stock, shares issued | 119,596,866 | 119,596,866 |
Common stock, shares outstanding | 119,596,866 | 119,596,866 |
Series A [Member] | ||
Preferred stock, shares authorized | 195,500 | 195,500 |
Preferred stock, shares issued | 107,850 | 107,850 |
Preferred stock, shares outstanding | 107,850 | 107,850 |
Series B [Member] | ||
Preferred stock, shares authorized | 222,222 | 222,222 |
Preferred stock, shares issued | 28,378 | 28,378 |
Preferred stock, shares outstanding | 28,378 | 28,378 |
Series C [Member] | ||
Preferred stock, shares authorized | 150,000 | 150,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
SALES | $ 15,226 | $ 34,485 | ||
OPERATING EXPENSES | ||||
Sales and marketing | (1,839) | 5,163 | 28,465 | 13,363 |
Product development | 27,839 | 314,679 | 241,396 | 489,180 |
General and administrative | 568,167 | 1,435,925 | 1,089,703 | 2,007,864 |
Total operating expenses | 594,167 | 1,755,767 | 1,359,564 | 2,510,407 |
NET OPERATING LOSS | (578,941) | (1,755,767) | (1,325,079) | (2,510,407) |
OTHER EXPENSE | ||||
Interest expense | (150,629) | (213,452) | (316,346) | (543,679) |
Total other expense | (150,629) | (213,452) | (316,346) | (543,679) |
NET LOSS | (729,570) | (1,969,219) | (1,641,425) | (3,054,086) |
LESS: Accrued preferred dividends | (271,781) | (268,281) | (543,561) | (536,561) |
Net loss attributable to noncontrolling interests | 724 | 5,126 | 6,481 | 11,459 |
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (1,000,627) | $ (2,232,374) | $ (2,178,505) | $ (3,579,188) |
BASIC AND DILUTED NET LOSS PER COMMON SHARE | $ (0.01) | $ (0.02) | $ (0.02) | $ (0.03) |
BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | 119,596,866 | 119,180,199 | 119,596,866 | 118,680,199 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders' Deficit - USD ($) | Preferred Stock [Member]Series A [Member] | Preferred Stock [Member]Series B [Member] | Preferred Stock [Member]Series C [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Deferred Compensation [Member] | Accumulated Deficit [Member] | Noncontrolling Interest | Total |
Balance at Dec. 31, 2017 | $ 11 | $ 3 | $ 11,860 | $ 56,390,489 | $ (31,250) | $ (72,112,722) | $ (15,741,609) | ||
Balance, shares at Dec. 31, 2017 | 107,850 | 28,378 | 118,596,866 | ||||||
Issuance of warrants for notes payable extensions | 191,737 | 191,737 | |||||||
Fair value of options for services | 133,757 | 133,757 | |||||||
Amortization of deferred compensation | 9,375 | 9,375 | |||||||
Accrued preferred dividends | (268,280) | (268,280) | |||||||
Net loss | (1,078,434) | (6,333) | (1,084,767) | ||||||
Balance at Mar. 31, 2018 | $ 11 | $ 3 | $ 11,860 | 56,715,983 | (21,875) | (73,459,436) | (6,333) | (16,759,787) | |
Balance, shares at Mar. 31, 2018 | 107,850 | 28,378 | 118,596,866 | ||||||
Balance at Dec. 31, 2017 | $ 11 | $ 3 | $ 11,860 | 56,390,489 | (31,250) | (72,112,722) | (15,741,609) | ||
Balance, shares at Dec. 31, 2017 | 107,850 | 28,378 | 118,596,866 | ||||||
Accrued preferred dividends | (536,561) | ||||||||
Conversion of convertible notes payable for equity | 183,250 | ||||||||
Net loss | (3,054,086) | ||||||||
Balance at Jun. 30, 2018 | $ 11 | $ 3 | $ 11,960 | 58,205,076 | (12,500) | (75,691,910) | (11,459) | (17,498,819) | |
Balance, shares at Jun. 30, 2018 | 107,850 | 28,378 | 119,596,866 | ||||||
Balance at Mar. 31, 2018 | $ 11 | $ 3 | $ 11,860 | 56,715,983 | (21,875) | (73,459,436) | (6,333) | (16,759,787) | |
Balance, shares at Mar. 31, 2018 | 107,850 | 28,378 | 118,596,866 | ||||||
Issuance of warrants for notes payable extensions | 74,827 | 74,827 | |||||||
Issuance of common stock for settlement of accounts payable | $ 50 | 169,400 | 169,450 | ||||||
Issuance of common stock for settlement of accounts payable, shares | 500,000 | ||||||||
Issuance of common stock for investment | $ 50 | 114,950 | 115,000 | ||||||
Issuance of common stock for investment, shares | 500,000 | ||||||||
Fair value of options for services | 946,666 | 946,666 | |||||||
Amortization of deferred compensation | 9,375 | 9,375 | |||||||
Accrued preferred dividends | (268,281) | (268,281) | |||||||
Conversion of convertible notes payable for equity | 183,250 | 183,250 | |||||||
Net loss | (1,964,193) | (5,126) | (1,969,219) | ||||||
Balance at Jun. 30, 2018 | $ 11 | $ 3 | $ 11,960 | 58,205,076 | $ (12,500) | (75,691,910) | (11,459) | (17,498,819) | |
Balance, shares at Jun. 30, 2018 | 107,850 | 28,378 | 119,596,866 | ||||||
Balance at Dec. 31, 2018 | $ 11 | $ 3 | $ 11,960 | 59,548,971 | (78,880,134) | 233,278 | (19,085,911) | ||
Balance, shares at Dec. 31, 2018 | 107,850 | 28,378 | 119,596,866 | ||||||
Issuance of warrants with notes payable | 21,305 | 21,305 | |||||||
Fair value of options for services | 222,766 | 222,766 | |||||||
Accrued preferred dividends | (266,780) | (5,000) | (271,780) | ||||||
Net loss | (906,097) | (5,757) | (911,854) | ||||||
Balance at Mar. 31, 2019 | $ 11 | $ 3 | $ 11,960 | 59,793,042 | (80,053,011) | 222,521 | (20,025,474) | ||
Balance, shares at Mar. 31, 2019 | 107,850 | 28,378 | 119,596,866 | ||||||
Balance at Dec. 31, 2018 | $ 11 | $ 3 | $ 11,960 | 59,548,971 | (78,880,134) | 233,278 | (19,085,911) | ||
Balance, shares at Dec. 31, 2018 | 107,850 | 28,378 | 119,596,866 | ||||||
Accrued preferred dividends | (543,561) | ||||||||
Conversion of convertible notes payable for equity | |||||||||
Net loss | (1,641,425) | ||||||||
Balance at Jun. 30, 2019 | $ 11 | $ 3 | $ 11,960 | 59,869,115 | (81,048,638) | 216,797 | (20,950,752) | ||
Balance, shares at Jun. 30, 2019 | 107,850 | 28,378 | 119,596,866 | ||||||
Balance at Mar. 31, 2019 | $ 11 | $ 3 | $ 11,960 | 59,793,042 | (80,053,011) | 222,521 | (20,025,474) | ||
Balance, shares at Mar. 31, 2019 | 107,850 | 28,378 | 119,596,866 | ||||||
Issuance of warrants with notes payable | |||||||||
Issuance of options with notes payable | 16,437 | 16,437 | |||||||
Fair value of options for services | 59,636 | 59,636 | |||||||
Accrued preferred dividends | (266,781) | (5,000) | (271,781) | ||||||
Net loss | (728,846) | (724) | (729,570) | ||||||
Balance at Jun. 30, 2019 | $ 11 | $ 3 | $ 11,960 | $ 59,869,115 | $ (81,048,638) | $ 216,797 | $ (20,950,752) | ||
Balance, shares at Jun. 30, 2019 | 107,850 | 28,378 | 119,596,866 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (1,641,425) | $ (3,054,086) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Fair value of warrants issued for interest on notes payable | 21,305 | 266,564 |
Fair value of options issued in exchange for services | 282,402 | 1,080,422 |
Fair value of common stock issued in exchange for services | 18,750 | |
Fair value of common stock issued settlement of litigation | 169,450 | |
Accretion of discount on notes payable | 2,374 | 6,421 |
Depreciation and amortization | 14,659 | 14,978 |
(Increase) decrease in assets | ||
Accounts receivable | 1,923 | |
Prepaid expenses | (6,956) | 35,800 |
Deposits | 25,000 | |
Increase in liabilities | ||
Accounts payable and accrued expenses | 395,295 | 436,795 |
Accounts payable and accrued expenses - related parties | 228,959 | 178,968 |
Deferred revenue | 200,000 | |
Net cash used in operating activities | (676,464) | (645,938) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from loans payable | 131,175 | |
Repayment of loans payable | (4,000) | (59,475) |
Proceeds from convertible notes payable - stockholders | 550,000 | 325,000 |
Proceeds from notes payable - stockholders | 250,000 | |
Repayment of notes payable - stockholders | (7,000) | |
Proceeds from convertible notes payable | 243,250 | |
Net cash provided by financing activities | 789,000 | 639,950 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 112,536 | (5,988) |
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 10,733 | 7,232 |
CASH AND CASH EQUIVALENTS - END OF PERIOD | 123,269 | 1,244 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid during year for: Interest | ||
Cash paid during year for: Income taxes | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: | ||
Accrued preferred dividends | 543,561 | 536,561 |
Exchange of 10% secured convertible notes payable for 4.0% secured convertible notes payable | 350,000 | 100,000 |
Accrued interest as discount on notes payable | 16,437 | |
Issuance of common stock for investment | 115,000 | |
Conversion of convertible notes payable for equity | $ 183,250 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of the Business Rego Payment Architectures, Inc. (“REGO”) was incorporated in the state of Delaware on February 11, 2008. Rego Payment Architectures, Inc. and its subsidiaries (collectively, except where the context requires, the “Company”) is a technology company that will deliver an online and mobile payment platform solution for the family. The system will allow parents and their children to manage, allocate funds and track their expenditures, savings and charitable giving on both a mobile device and online through the Company’s web portal. The Company’s system is designed to allow a minor to transact both online and in traditional brick and mortar retail outlets using the telephone handset as a payment device. The new payment platform automatically monitors regulatory compliance in real-time for all transactions, including protection of vendors from unintended regulatory infractions. In addition, utilizing the same architecture, individual parents will be able to create a contract with each child that sets the rules and parameters of how the child may use the mobile payment system with as much or as little parental oversight as the parent determines is necessary. The Company is including specialized technology that increases and improves the security of the system and protects the user’s identity while in use. Management believes that building on its Children’s Online Privacy Protection Act (“COPPA”) advantage, the future of the Company will be based on the foundational architecture of the system that will allow its use across multiple financial markets where secure controlled payments are needed. For the under seventeen years of age market, the Company will use its OINK.com brand. 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 expenses while broadening its reach. Revenues generated from this system are anticipated to come from multiple sources depending on the level of service and facilities requested by the parent. There will be levels of subscription revenue paid monthly, service fees, transaction fees and in some cases revenue sharing with banking and distribution partners. ZOOM Payment Solutions, LLC (“ZPS, LLC”) ZPS, LLC was formed in the state of Delaware on December 15, 2017, and Rego Payment Architectures, Inc. owned 78% of ZPS, LLC. As of July 13, 2018, ZPS, LLC was dissolved. ZOOM Solutions, Inc. (“ZS”) ZS (formerly Zoom Payment Solutions, Inc.) was incorporated in the state of Delaware on February 16, 2018 as a subsidiary of Rego Payment Architectures, Inc. Rego Payment Architectures, Inc. owns 78% of ZS. ZS is the holding company for various subsidiaries that will utilize REGO’s payment platform to address emerging markets. REGO has licensed its technology to ZS, as the REGO determined that to extend the Company’s business runway, the Company needed to adapt its technology to include blockchain, token development and cloud storage. ZS was formed to implement these specified new technologies and growth opportunities in conjunction with other business partners, as appropriate. ZOOM Payment Solutions, Inc. (“ZPS”) ZPS (formerly Zoom Payment Solutions USA, Inc.) was incorporated in the state of Nevada on December 6, 2017 as a wholly owned subsidiary of Zoom Payment Solutions, LLC. ZPS is now a wholly owned subsidiary of ZS with the core focus on providing mobile payments solutions. ZPS has secured a sublicense from ZS for Oink (a payment platform owned by REGO) and access to the patents from REGO and is intended to launch a fully COPPA compliant platform in the fourth quarter of 2019. ZPS is also currently in discussions with several Northwest Arkansas (“NW”) companies to provide a white label payments application for their employees inclusive of a family wallet as well as financial literacy education. ZPS has also commenced initial discussions with a communications company from Montreal, Canada to collaborate on global payments solutions for the unbanked and underbanked. ZOOM Blockchain Solutions, Inc. (“ZBS”) ZBS was incorporated in the state of Delaware on April 20, 2018 as an 85% owned subsidiary of ZS. This company focuses on blockchain as a business solution for the retail and Consumer Packaged Goods (“CPG”) industries. ZBS provides a boutique agency approach to work with companies in NW Arkansas to build disruptive networks that will provide an enhanced customer experience, drive efficiency and build transparency and trust from the consumer base. ZBS has commenced discussions and is under a Non-Disclosure Agreement with a leading retailer to provide a blockchain solution for the enterprise. ZBS is also negotiating a joint venture in the auto sector to develop a disruptive solution, powered by blockchain, that will enable a consumer centric approach to buying and selling cars as well as provide a concierge approach to car supply and maintenance. ZOOM Cloud Solutions, Inc. (“ZCS”) ZCS (formerly Zoom Canada Solutions, Inc.) was incorporated in the state of Delaware on April 20, 2018 as an 85% owned subsidiary of ZS. ZCS is to provide highly secure cloud storage as a service with the following benefits: END-TO-END PRIVATE CONNECTIVITY – The network of meshed carrier class private circuits will provide a secure, low latency private cloud experience. UNLIMITED CLOUD CAPABILITES - The data will reside in a dedicated environment called a Hyperscale Converged Cloud Infrastructure, which is a leading-edge technology. Through an intuitive platform interface, the team will design, test, develop, manage, and deploy networks from anywhere. This includes, but is not limited to, virtualized, scalable work environments, scalable storage capabilities, state-of-the-art voice and unified communications solutions, cloud computing, backup and more. SMARTLY DESIGNED - The Cloud platform will be custom-engineered on purpose-built hardware to deliver a highly-efficient and dense infrastructure to the market. Through proprietary Software Defined Distributed Virtual Routing, the consumer will get increased network speeds, agility, scalability and reduced latency as well as application mobility, security, data integrity and, most importantly, control. ZOOM Auto Solutions, Inc. (“ZAS”) ZAS (formerly Zoom Mining Solutions) was incorporated in the State of Delaware on February 19, 2018 as a wholly owned subsidiary of ZCS. It is now a wholly owned subsidiary of ZBS and will be providing blockchain solutions to the auto industry. ZAS has had minimal operations since inception. The Company’s principal office is located in Cerritos, California. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). These statements include all adjustments (consisting only of normal recurring adjustments) which management believes necessary for a fair presentation of the statements and have been prepared on a consistent basis using the accounting policies described in the summary of Accounting Policies included in the Company’s 2018 Annual Report on Form 10-K. All significant intercompany transactions and balances have been eliminated in consolidation. Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed, or omitted pursuant to such rules and regulations, although the Company believes that the accompanying disclosures are adequate to make the information presented not misleading. The accompanying unaudited financial statements should be read in conjunction with the financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 as filed with the SEC. Operating results for the three and six months ended June 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional financing to operationalize the Company’s current technology before another company develops similar technology to compete with the Company. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Recently Issued Accounting Pronouncements Not Yet Adopted As of June 30, 2019, there are no recently issued accounting standards not yet adopted which would have a material effect on the Company’s financial statements. |
MANAGEMENT PLANS
MANAGEMENT PLANS | 6 Months Ended |
Jun. 30, 2019 | |
MANAGEMENT PLANS [Abstract] | |
MANAGEMENT PLANS | NOTE 2 – MANAGEMENT PLANS The accompanying 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’s current monetization model is to derive revenues from levels of subscription revenue paid monthly, 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. As of August 14, 2019, the Company has a cash position of approximately $108,000 September |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - RELATED PARTIES | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - RELATED PARTIES | NOTE 3 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES - RELATED PARTIES As of June 30, 2019 and December 31, 2018, the Company owed the Chief Executive Officer a total of $353,880 and $210,032, consisting of $353,345 and $207,845 in unpaid salary and expenses of $535 and $2,187. As of June 30, 2019 and December 31, 2018, the Company owed the Chief Financial Officer $118,392 and $84,296 consisting of $118,392 and $84,256 in unpaid salary and expenses of $0 and $40. The Company owed a company owned by a more than 5% beneficial owner $145,820 and $113,920 as of June 30, 2019 and December 31, 2018, consisting of consulting fees. Additionally as of June 30, 2019 and December 31, 2018, the Company owed the son of a more than 5% beneficial owner $29,500 and $20,000, pursuant to a consulting agreement. |
LOANS PAYABLE
LOANS PAYABLE | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
LOANS PAYABLE | NOTE 4 – LOANS PAYABLE During the six months ended June 30, 2019 and 2018, the Company received $0 and $71,260 with no formal repayment terms and 10% interest. The Company received loans in the amount of $0 and $59,915 with no formal repayment terms and no interest, during the six months ended June 30, 2019 and 2018. The Company repaid $4,000 and $59,475 of these loans during the six months ended June 30, 2019 and 2018. The balance of the loans payable as of June 30, 2019 and December 31, 2018 was $85,600 and $89,600. Interest accrued on the loans was $12,187 and $9,253 as of June 30, 2019 and December 31, 2018. Interest expense related to these loans payable was $706 and $2,934 for the three and six months ended June 30, 2019 and $676 for the three and six months ended June 30, 2018. |
DEFERRED REVENUE
DEFERRED REVENUE | 6 Months Ended |
Jun. 30, 2019 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
DEFERRED REVENUE | NOTE 5 – DEFERRED REVENUE The Company received $200,000 in May 2018 as a down payment to develop software for the automotive industry. This will be a business to business and a business to consumer application intended to remove friction in the industry and provide an improved and trusted consumer experience. |
10% SECURED CONVERTIBLE NOTES P
10% SECURED CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS | 6 Months Ended |
Jun. 30, 2019 | |
Convertible Debt [Abstract] | |
10% SECURED CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS | 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 from September 6, 2018 to September 6, 2019, with the consent of the Note holders. 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. During the six months ended June 30, 2019, $350,000 of the Notes were exchanged for $350,000 of the 4% Secured Convertible Notes (See Note 8). On March 6, 2018, the Company issued 2 year warrants to purchase 692,020 shares of the Company’s common stock to the Note holders at an exercise price of $0.90, as consideration for the Note holders extending the maturity date of the Notes payable to September 6, 2018. The warrants were valued at $128,803, fair value, using the Black-Scholes option pricing model to calculate the grant-date fair value of the warrants. The warrant value of $128,803 was expensed immediately as interest expense. The Notes are recorded as a current liability as of June 30, 2019 and December 31, 2018 in the amount of $2,813,157 and $3,163,157. Interest accrued on the Notes was $1,426,924 and $1,283,660 as of June 30, 2019 and December 31, 2018. Interest expense other than the warrant related interest expense in the paragraph above, related to these Notes payable was $70,329 and $143,264 for the three and six months ended June 30, 2019 and $88,507 and $177,013 and for the three and six months ended June 30, 2018. |
NOTES PAYABLE - STOCKHOLDERS
NOTES PAYABLE - STOCKHOLDERS | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE - STOCKHOLDERS | NOTE 7 – NOTES PAYABLE - STOCKHOLDERS On December 14, 2017, the Company issued a promissory note in the amount of $100,000, which is non-interest bearing along with warrants to purchase 160,000 shares of the Company’s common stock, with an exercise price of $0.90, expiring in two years. The note also includes a provision that the promissory note holder will receive additional warrants to purchase 25,000 shares of the Company’s common stock for each week that the payment of the principal is past due. During the three months ended March 31, 2019 and 2018, the promissory note holder received additional warrants to purchase 175,000 shares and 325,000 shares of the Company’s common stock with an exercise price of $0.90, expiring in two years. The warrants were valued at $21,305 and $62,934, fair value, using the Black-Scholes option pricing model to calculate the grant-date fair value of the options, with the following assumptions: no dividend yield, expected volatility of 183.3% to 236.2%, risk free interest rate of 1.9% to 2.6% and expected option term of 2 years. The warrant value of $0 and $21,305 was expensed as interest expense during the three and six months ended June 30, 2019 and $74,827 and $137,761 during the three and six months ended June 30, 2018. On February 15, 2019, the Company reached an agreement with the promissory note holder whereby the warrants would no longer be issued on a weekly basis and that the accrued interest of 10% in addition to the warrants would be waived retrospectively in full. The reversal was recorded as a reduction in interest expense. On June 17, 2019, the Company issued a 90 day promissory note in the amount of $200,000, bearing interest at 10% along with options to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.90 for term of 2 years, vesting immediately. Additionally, the note holder will receive up to $200,000 from a 50/50 revenue split relative to a Norway joint venture. The options were valued at $9,075, fair value, using the Black-Scholes option pricing model to calculate the grant-date fair value of the options, with the following assumptions: no dividend yield, expected volatility of 176.1%, risk free interest rate of 1.86% and expected option life of 2 years. The relative fair value of the option was $8,757 and was recorded as a discount to the note payable in accordance with FASB ASC 835-30-25, Recognition, On June 17, 2019, the Company issued a 90 day promissory note in the amount of $50,000, bearing interest at 10% along with options to purchase 100,000 shares of the Company’s common stock at an exercise price of $0.90 for term of 2 years, vesting immediately. Additionally, the note holder will receive up to $50,000 from a 50/50 revenue split relative to a Norway joint venture (Note 16). The options were valued at $9,075, fair value, using the Black-Scholes option pricing model to calculate the grant-date fair value of the options, with the following assumptions: no dividend yield, expected volatility of 176.1%, risk free interest rate of 1.86% and expected option life of 2 years. The relative fair value of the option was $7,681 and was recorded as a discount to the note payable in accordance with FASB ASC 835-30-25, Recognition, The Company also repaid $7,000 of the promissory notes during the six months ended June 30, 2019. The notes payable are recorded as a current liability as of June 30, 2019 and December 31, 2018 in the amount of $362,937 and $134,000 net of discount of $14,063 and $0. Interest accrued on the notes, as of June 30, 2019 and December 31, 2018 was $3,391 and $1,084. Interest expense including accretion of discount, but exclusive of the fair value of warrants above related to these notes payable was $3,937 and $4,681 for the three and six months ended June 30, 2019 and $0 for the three and six months ended June 30, 2018. |
4% SECURED CONVERTIBLE NOTES PA
4% SECURED CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS | 6 Months Ended |
Jun. 30, 2019 | |
Convertible Debt [Abstract] | |
4% SECURED CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS | 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 and 2019. The New Secured Notes are convertible by the holders, at any time, into shares of the Company’s newly 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 to October 31, 2020. During the six months ended June 30, 2019, the Company issued $900,000 aggregate principal amount of its New Secured Notes to certain accredited investors. The aggregate consideration consisted of $550,000 cash and the exchange of $350,000 outstanding principal amount of 10% Secured Convertible Notes (See Note 6). The New Secured Notes are recorded as a long-term liability in the amount of $7,387,250 as of June 30, 2019 and a current liability in the amount of $6,487,250 as of December 31, 2018. Interest accrued on the New Secured Notes was $539,129 and $394,967 as of June 30, 2019 and December 31, 2018. Interest expense, including accretion of discounts, related to these notes payable was $74,912 and $144,161 for the three and six months ended June 30, 2019 and $49,442 and $99,426 for the three and six months ended June 30, 2018. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 9 – INCOME TAXES Income tax expense was $0 for the three and six months ended June 30, 2019 and 2018. As of January 1, 2019, the Company had no unrecognized tax benefits, and accordingly, the Company did not recognize interest or penalties during 2019 related to unrecognized tax benefits. There has been no change in unrecognized tax benefits during the three and six months ended June 30, 2019, and there was no accrual for uncertain tax positions as of June 30, 2019. Tax years from 2015 through 2018 remain subject to examination by major tax jurisdictions. There is no income tax benefit for the losses for the three and six months ended June 30, 2019 and 2018, 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. |
CONVERTIBLE PREFERRED STOCK
CONVERTIBLE PREFERRED STOCK | 6 Months Ended |
Jun. 30, 2019 | |
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |
CONVERTIBLE PREFERRED STOCK | 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 the 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 2.5 times the 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 days. The conversion feature of the Series A Preferred Stock issued in January 2014 is an embedded derivative, which is classified as a liability in accordance with FASB ASC 815 and was valued in accordance with FASB ASC 470 as a beneficial conversion feature at a fair market value of $1,648,825 at January 27, 2014, and $0 at June 30, 2019 and December 31, 2018. This was classified as an embedded derivative liability and a discount to Series A Preferred Stock. Since the Series A Preferred Stock can be converted at any time, the full amount of the discount was accreted and reflected as a deemed distribution. The conversion feature of the Series A Preferred Stock issued in April 2014 is an embedded derivative, which is classified as a liability in accordance with FASB ASC 815 and was valued in accordance with FASB ASC 470 as a beneficial conversion feature at a fair market value of $3,489,000 at April 30, 2014, and $0 at June 30, 2019 and December 31, 2018. This was classified as an embedded derivative liability and a discount to Series A Preferred Stock. Since the Series A Preferred Stock can be converted at any time, the full amount of the discount was accreted and reflected as a deemed distribution. 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 the 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 2.5 times the 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 or $7.20 per Series B Preferred Share. 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. The conversion feature of the Series B Preferred Stock is an embedded derivative, which is classified as a liability in accordance with FASB ASC 815 and was valued in accordance with FASB ASC 470 as a beneficial conversion feature at a fair market value of $375,841 at October 30, 2014, and $0 at June 30, 2019 and December 31, 2018. This was classified as an embedded derivative liability and a discount to Series B Preferred Stock. Since the Series B Preferred Stock can be converted at any time, the full amount of the discount was accreted and reflected as a deemed distribution. The Warrants associated with the Series B Preferred Stock were also classified as equity, in accordance with FASB ASC 480-10-25. Therefore it is not necessary to bifurcate these Warrants from the Series B Preferred Stock. Rego Payment Architectures, Inc. Series C Preferred Stock In August 2016, Rego authorized 150,000 shares of the Rego’s Series C Cumulative Convertible Preferred Stock (“Series C”). As of March 31, 2019, none of the Series C shares are issued or outstanding. After the date of issuance of Series C, 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 the 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 the 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 June 30, 2019, the value of the cumulative 8% dividends for all Rego preferred stock was $5,551,228. 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. In accordance with FASB ASC 480 and 815, the ZS Series A Preferred Stock has been classified as permanent equity and was valued based on the relative fair value, $139,959, assumed to be the total proceeds less the fair value of the warrants of $110,041, at November 6, 2018, the date of issuance. The value of the warrants were reflected as a discount to the ZS Series A Preferred Stock. Because the ZS Series A Preferred Stock can be converted at any time, the full amount of the discount relative to the warrants has been fully accreted and reflected as a deemed distribution. The conversion feature of the ZS Series A Preferred Stock is an embedded derivative, which is classified as equity in accordance with FASB ASC 815 and was valued in accordance with FASB ASC 470 as a beneficial conversion feature at a fair market value of $193,377 at the date of issuance. However in accordance with FASB ASC 470, the value of the beneficial conversion feature is limited to the value of the ZS Series A Preferred Stock of $139,959 at the date of issuance. This was classified as an embedded derivative and a discount to the ZS Series A Preferred Stock. Since the ZS Series A Preferred Stock can be converted at any time, the full amount of the discount was accreted and reflected as a deemed distribution. The warrants associated with the ZS Series A Preferred Stock were also classified as equity, in accordance with FASB ASC 480-10-25. Therefore it is not necessary to bifurcate the warrants from the ZS Series A Preferred Stock. As of June 30, 2019, the value of the cumulative 8% dividends for ZS preferred stock was $13,333. 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. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2019 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 11 – STOCKHOLDERS’ EQUITY Extension and Revaluation of Options In April 2019, the Board of Directors of the Company approved amendments extending the term of outstanding options to purchase in the aggregate 150,000 shares of common stock of the Company at an exercise price $0.90 per share. These options were scheduled to expire in June 2019 and were each extended for an additional two year period from the applicable current expiration date. The Company used the Black-Scholes option pricing model to calculate the fair value at $21,975, with the following assumptions for the extended options: no dividend yield, expected volatility of 179.2%, risk free interest rate of 2.3%, and expected option life of two years. The incremental increase in fair value of this term extension was $21,964, which was expensed during the period. 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. During the three and six months ended June 30, 2019, the Company expensed $0 and during the three and six months ended June 30, 2018, the Company expensed $9,375 and $18,750 relative to restricted stock awards. The Company entered into an financial advisory agreement whereby generally the Company will pay the financial advisor a success fee equal to 6% of the Capital committed in a capital transaction. |
STOCK OPTIONS AND WARRANTS
STOCK OPTIONS AND WARRANTS | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
STOCK OPTIONS AND WARRANTS | 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 June 30, 2019, options to purchase 9,261,667 shares of common stock have been issued and are unexercised, and 0 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 June 30, 2019, under the 2013 Plan grants of restricted stock and options to purchase 4,450,000 shares of common stock have been issued and 3,050,000 are outstanding or unexercised, and 550,000 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. 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 stock. On January 9, 2019, REGO issued options to purchase an aggregate of 500,000 shares of REGO’s common stock to four employees and a consultant. The options have an exercise price of $0.90, vest immediately and have a term of 5 years, with a fair value of $72,576 in total, which was expensed immediately. On January 21, 2019, REGO issued options to purchase 50,000 shares of REGO’s common stock to a consultant. The options have an exercise price of $0.90, vest immediately and have a term of 2 years, with a fair value of $7,562, which was expensed immediately. On February 1, 2019, REGO issued options to purchase 25,000 shares of REGO’s common stock to a consultant. The options have an exercise price of $0.90, vest immediately and have a term of 2 years, with a fair value of $3,593 in total. These options were issued to satisfy a ZS obligation in the amount of $15,000 and resulted in forgiveness of debt of $11,607. The following table presents the weighted-average assumptions used to estimate the fair values of the stock options granted by REGO during the six months ended June 30, 2019: 2019 Risk Free Interest Rate 2.4% Expected Volatility 171.4% Expected Life (in years) 3.9 Dividend Yield 0% Weighted average estimated fair value of options during the period $ 0.13 The following table summarizes the activities for REGO’s stock options for the six months ended June 30, 2019: 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, 2018 12,925,000 $ 0.66 3.3 4 Granted 775,000 0.90 Expired/cancelled (1,188,333 ) 0.65 - - Balance June 30, 2019 12,511,667 $ 0.69 3.0 $ - Exercisable at June 30, 2019 9,511,667 $ 0.60 3.0 $ - Exercisable at June 30, 2019 and expected to vest thereafter 12,511,667 $ 0.69 3.0 $ - (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the closing stock price of $0.15 for REGO’s common stock on June 30, 2019. For the three and six months ended June 30, 2019, Rego expensed $59,636 and $254,351 and for the three and six months ended June 30, 2018, Rego expensed $946,666 and $1,080,422 with respect to options. In accordance with FASB ASC 505-50, Equity – Equity-Based Payments to Non-Employees Compensation—Stock Compensation—Awards Classified as Equity As of June 30, 2019, there was $104,032 of unrecognized compensation cost related to outstanding stock options. This amount is expected to be recognized over a weighted-average period of 0.5 years. To the extent the actual forfeiture rate is different from what we have estimated, stock-based compensation related to these awards will be different from the Company’s expectations. The difference between the stock options exercisable at June 30, 2019 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 unvested stock options for the six months ended June 30, 2019: Unvested Options Weighted - Average Grant Number of Date Fair Shares Value Balance December 31, 2018 3,625,000 $ 0.13 Granted 775,000 0.13 Expired/cancelled (616,667 ) 0.25 Vested (783,333 ) 0.13 Balance June 30, 2019 3,000,000 $ 0.16 The following table summarizes the activities for REGO’s warrants for the six months ended June 30, 2019: Remaining Aggregate Weighted- Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance at December 31, 2018 3,052,020 $ 0.90 1.3 $ - Granted 175,000 0.90 2.0 - Balance at June 30, 2019 3,227,020 $ 0.90 0.8 $ - Exercisable at June 30, 2019 3,227,020 $ 0.90 0.8 $ - Exercisable at June 30, 2019 and expected to vest thereafter 3,227,020 $ 0.90 0.8 $ - (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $0.15 for Rego’s common stock on June 30, 2019. All warrants were vested on the date of grant. The following table summarizes the activities for ZS’s stock options for the six months ended June 30, 2019: 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, 2018 2,400,000 $ 5.00 4.6 $ - Balance June 30, 2019 2,400,000 $ 5.00 4.1 $ - Exercisable at June 30, 2019 2,400,000 $ 5.00 4.1 $ - Exercisable at June 30, 2019 and expected to vest thereafter 2,400,000 $ 5.00 4.1 $ - (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 June 30, 2019. For the three and six months ended June 30, 2019, ZS expensed $0 and $28,051 with respect to options and for the three and six months months ended June 30, 2018, ZS expensed $0 with respect to options. The following table summarizes the activities for ZS’s warrants for the six months ended June 30, 2019: Remaining Aggregate Weighted- Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance December 31, 2018 83,334 $ 3.00 2.9 $ 83 Balance June 30, 2019 83,334 $ 3.00 2.4 $ 83 Exercisable at June 30, 2019 83,334 $ 3.00 2.4 $ 83 Exercisable at June 30, 2019 and expected to vest thereafter 83,334 $ 3.00 2.4 $ 83 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the value of $4.00 for ZS’s common stock on June 30, 2019. For the three and six months ended June 30, 2019 and 2018, ZS expensed $0 with respect to warrants. The following table summarizes the activities for ZBS’s stock options for the six months ended June 30, 2019: Remaining Aggregate Weighted- Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance December 31, 2018 100,000 $ 5.00 1.7 $ - Balance June 30, 2019 100,000 $ 5.00 1.2 $ - Exercisable at June 30, 2019 100,000 $ 5.00 1.2 $ - Exercisable at June 30, 2019 and expected to vest thereafter 100,000 $ 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 ZBS’s common stock on June 30, 2019. For the three and six months ended June 30, 2019 and 2018, ZBS expensed $0 with respect to options. The following table summarizes the activities for ZCS’s stock options for the six months ended June 30, 2019: Remaining Aggregate Weighted- Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance December 31, 2018 2,200,000 $ 5.00 4.8 $ - Balance June 30, 2019 2,200,000 $ 5.00 4.3 $ - Exercisable at June 30, 2019 2,200,000 $ 5.00 4.3 $ - Exercisable at June 30, 2019 and expected to vest thereafter 2,200,000 $ 5.00 4.3 $ - (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 June 30, 2019. For the three and six months ended June 30, 2019 and 2018, ZCS expensed $0 with respect to options. The following table summarizes the activities for ZPS’s stock options for the six months ended June 30, 2019: Remaining Aggregate Weighted- Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance December 31, 2018 100,000 $ 5.00 1.7 $ - Balance June 30, 2019 100,000 $ 5.00 1.2 $ - Exercisable at June 30, 2019 100,000 $ 5.00 1.2 $ - Exercisable at June 30, 2019 and expected to vest thereafter 100,000 $ 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 ZPS’s common stock on June 30, 2019. For the three and six months ended June 30, 2019, ZPS expensed $0 with respect to options. |
NONCONTROLLING INTERESTS
NONCONTROLLING INTERESTS | 6 Months Ended |
Jun. 30, 2019 | |
Noncontrolling Interest [Abstract] | |
NONCONTROLLING INTERESTS | NOTE 13 – NONCONTROLLING INTERESTS Losses incurred by the noncontrolling interests for the three and six months ended June 30, 2019 were $724 and $6,481 and for the three and six months ended June 30, 2018 were $5,026 and $11,459. |
OPERATING LEASES
OPERATING LEASES | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
OPERATING LEASES | N OTE 14 – OPERATING LEASES For the three and six months ended June 30, 2019, total rent expense under leases amounted to $6,352 and $13,682. For the three and six months ended June 2018, total rent expense under leases amounted to $16,705 and $21,672. 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 June 30, 2019. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 15 – RELATED PARTY TRANSACTIONS The Company has a consulting agreement with a company owned by a more than 5% beneficial owner, at a cost of $15,000 per month. For the three and six months ended June 30, 2019 and 2018, the Company expensed $45,000 and $90,000 relative to the consulting company. The Company has a consulting agreement with the son of the principal of a company owned by a more than 5% beneficial owner, at a cost of $5,000 per month. For the three and six months ended June 30, 2019 and 2018, the Company expensed $15,000 and $30,000 relative to this consultant. During the three and six months ended June 30, 2019, the Company received revenue from a technology company for the outsourcing of the Company’s engineers for development. In addition, the Company paid this technology company $45,000 as a deposit for technical assistance with the Platform when it becomes necessary. The deposit has been fully refunded as of June 30, 2019. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16 – SUBSEQUENT EVENTS The Company entered into a consulting agreement with a consultant whereby the Company is obligated as follows: 1. To pay $2,000 upon execution of the agreement. 2. Up o n t he Effecti v e D a t e, July 1, 2019, C om pany s hall pr ov i de C onsultant an o p tion to purchase 200,000 shares of Company's common stock at an exercise price of USD $0 . 90 per share. The term of such option shall commence on the Date of Grant and shall expire three years from the Date of Grant. The fair value of the options was valued using the Black-Scholes option pricing model to calculate the grant-date fair value of the warrants, with the following assumptions: no dividend yield, expected volatility of 171.9%, risk free interest rate of 1.8% and expected option life approximating three years. The Company will recognize $22,897 as consulting expense over one year, which is the expected term of the consulting agreement. 3. Upon the Company and a Norwegian bank entering into Definitive Agreements establishing a Joint Venture, Company shall provide Consultant an option to purchase an additional 200,000 shares of Company's common stock at an exercise price of USD $0.90 per share . The term of such option shall commence on the Date of Grant and shall expire three years from the Date of Grant. 4. Upon the Joint Venture commercially launching the Payment Platform in Norway, Company shall provide Consultant with an option to purchase an additional 200,000 shares of Company's common stock at an exercise price of USD $0.90 per share. The term of such option shall commence on the Date of Grant and shall expire three years from the Date of Grant. 5. In addition to the aforesaid options, during the Term of the Agreement, Company shall pay to Consultant an amount equal to 2% of all profit distributions received by Company from the Joint Venture. By way of illustration, assuming that during the Term, the Company receives an exclusive license fee of USD $10 million from the Joint Venture, Consultant shall receive a payment of USD $200,000 from Company. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Nature of the Business | Nature of the Business Rego Payment Architectures, Inc. (“REGO”) was incorporated in the state of Delaware on February 11, 2008. Rego Payment Architectures, Inc. and its subsidiaries (collectively, except where the context requires, the “Company”) is a technology company that will deliver an online and mobile payment platform solution for the family. The system will allow parents and their children to manage, allocate funds and track their expenditures, savings and charitable giving on both a mobile device and online through the Company’s web portal. The Company’s system is designed to allow a minor to transact both online and in traditional brick and mortar retail outlets using the telephone handset as a payment device. The new payment platform automatically monitors regulatory compliance in real-time for all transactions, including protection of vendors from unintended regulatory infractions. In addition, utilizing the same architecture, individual parents will be able to create a contract with each child that sets the rules and parameters of how the child may use the mobile payment system with as much or as little parental oversight as the parent determines is necessary. The Company is including specialized technology that increases and improves the security of the system and protects the user’s identity while in use. Management believes that building on its Children’s Online Privacy Protection Act (“COPPA”) advantage, the future of the Company will be based on the foundational architecture of the system that will allow its use across multiple financial markets where secure controlled payments are needed. For the under seventeen years of age market, the Company will use its OINK.com brand. 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 expenses while broadening its reach. Revenues generated from this system are anticipated to come from multiple sources depending on the level of service and facilities requested by the parent. There will be levels of subscription revenue paid monthly, service fees, transaction fees and in some cases revenue sharing with banking and distribution partners. ZOOM Payment Solutions, LLC (“ZPS, LLC”) ZPS, LLC was formed in the state of Delaware on December 15, 2017, and Rego Payment Architectures, Inc. owned 78% of ZPS, LLC. As of July 13, 2018, ZPS, LLC was dissolved. ZOOM Solutions, Inc. (“ZS”) ZS (formerly Zoom Payment Solutions, Inc.) was incorporated in the state of Delaware on February 16, 2018 as a subsidiary of Rego Payment Architectures, Inc. Rego Payment Architectures, Inc. owns 78% of ZS. ZS is the holding company for various subsidiaries that will utilize REGO’s payment platform to address emerging markets. REGO has licensed its technology to ZS, as the REGO determined that to extend the Company’s business runway, the Company needed to adapt its technology to include blockchain, token development and cloud storage. ZS was formed to implement these specified new technologies and growth opportunities in conjunction with other business partners, as appropriate. ZOOM Payment Solutions, Inc. (“ZPS”) ZPS (formerly Zoom Payment Solutions USA, Inc.) was incorporated in the state of Nevada on December 6, 2017 as a wholly owned subsidiary of Zoom Payment Solutions, LLC. ZPS is now a wholly owned subsidiary of ZS with the core focus on providing mobile payments solutions. ZPS has secured a sublicense from ZS for Oink (a payment platform owned by REGO) and access to the patents from REGO and is intended to launch a fully COPPA compliant platform in the fourth quarter of 2019. ZPS is also currently in discussions with several Northwest Arkansas (“NW”) companies to provide a white label payments application for their employees inclusive of a family wallet as well as financial literacy education. ZPS has also commenced initial discussions with a communications company from Montreal, Canada to collaborate on global payments solutions for the unbanked and underbanked. ZOOM Blockchain Solutions, Inc. (“ZBS”) ZBS was incorporated in the state of Delaware on April 20, 2018 as an 85% owned subsidiary of ZS. This company focuses on blockchain as a business solution for the retail and Consumer Packaged Goods (“CPG”) industries. ZBS provides a boutique agency approach to work with companies in NW Arkansas to build disruptive networks that will provide an enhanced customer experience, drive efficiency and build transparency and trust from the consumer base. ZBS has commenced discussions and is under a Non-Disclosure Agreement with a leading retailer to provide a blockchain solution for the enterprise. ZBS is also negotiating a joint venture in the auto sector to develop a disruptive solution, powered by blockchain, that will enable a consumer centric approach to buying and selling cars as well as provide a concierge approach to car supply and maintenance. ZOOM Cloud Solutions, Inc. (“ZCS”) ZCS (formerly Zoom Canada Solutions, Inc.) was incorporated in the state of Delaware on April 20, 2018 as an 85% owned subsidiary of ZS. ZCS is to provide highly secure cloud storage as a service with the following benefits: END-TO-END PRIVATE CONNECTIVITY – The network of meshed carrier class private circuits will provide a secure, low latency private cloud experience. UNLIMITED CLOUD CAPABILITES - The data will reside in a dedicated environment called a Hyperscale Converged Cloud Infrastructure, which is a leading-edge technology. Through an intuitive platform interface, the team will design, test, develop, manage, and deploy networks from anywhere. This includes, but is not limited to, virtualized, scalable work environments, scalable storage capabilities, state-of-the-art voice and unified communications solutions, cloud computing, backup and more. SMARTLY DESIGNED - The Cloud platform will be custom-engineered on purpose-built hardware to deliver a highly-efficient and dense infrastructure to the market. Through proprietary Software Defined Distributed Virtual Routing, the consumer will get increased network speeds, agility, scalability and reduced latency as well as application mobility, security, data integrity and, most importantly, control. ZOOM Auto Solutions, Inc. (“ZAS”) ZAS (formerly Zoom Mining Solutions) was incorporated in the State of Delaware on February 19, 2018 as a wholly owned subsidiary of ZCS. It is now a wholly owned subsidiary of ZBS and will be providing blockchain solutions to the auto industry. ZAS has had minimal operations since inception. The Company’s principal office is located in Cerritos, California. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). These statements include all adjustments (consisting only of normal recurring adjustments) which management believes necessary for a fair presentation of the statements and have been prepared on a consistent basis using the accounting policies described in the summary of Accounting Policies included in the Company’s 2018 Annual Report on Form 10-K. All significant intercompany transactions and balances have been eliminated in consolidation. Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed, or omitted pursuant to such rules and regulations, although the Company believes that the accompanying disclosures are adequate to make the information presented not misleading. The accompanying unaudited financial statements should be read in conjunction with the financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 as filed with the SEC. Operating results for the three and six months ended June 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional financing to operationalize the Company’s current technology before another company develops similar technology to compete with the Company. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted As of June 30, 2019, there are no recently issued accounting standards not yet adopted which would have a material effect on the Company’s financial statements. |
STOCK OPTIONS AND WARRANTS (Tab
STOCK OPTIONS AND WARRANTS (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Schedule of Weighted-average Assumptions Used to Estimate the Fair Values of Stock Options Granted | The following table presents the weighted-average assumptions used to estimate the fair values of the stock options granted by REGO during the six months ended June 30, 2019: 2019 Risk Free Interest Rate 2.4% Expected Volatility 171.4% Expected Life (in years) 3.9 Dividend Yield 0% Weighted average estimated fair value of options during the period $ 0.13 |
Schedule of Stock Option Activity | The following table summarizes the activities for REGO’s stock options for the six months ended June 30, 2019: 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, 2018 12,925,000 $ 0.66 3.3 4 Granted 775,000 0.90 Expired/cancelled (1,188,333 ) 0.65 - - Balance June 30, 2019 12,511,667 $ 0.69 3.0 $ - Exercisable at June 30, 2019 9,511,667 $ 0.60 3.0 $ - Exercisable at June 30, 2019 and expected to vest thereafter 12,511,667 $ 0.69 3.0 $ - (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the closing stock price of $0.15 for REGO’s common stock on June 30, 2019. |
Schedule of Unvested Options Activity | The following table summarizes the activities for REGO’s unvested stock options for the six months ended June 30, 2019: Unvested Options Weighted - Average Grant Number of Date Fair Shares Value Balance December 31, 2018 3,625,000 $ 0.13 Granted 775,000 0.13 Expired/cancelled (616,667 ) 0.25 Vested (783,333 ) 0.13 Balance June 30, 2019 3,000,000 $ 0.16 |
Schedule of Warrant Activity | The following table summarizes the activities for REGO’s warrants for the six months ended June 30, 2019: Remaining Aggregate Weighted- Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance at December 31, 2018 3,052,020 $ 0.90 1.3 $ - Granted 175,000 0.90 2.0 - Balance at June 30, 2019 3,227,020 $ 0.90 0.8 $ - Exercisable at June 30, 2019 3,227,020 $ 0.90 0.8 $ - Exercisable at June 30, 2019 and expected to vest thereafter 3,227,020 $ 0.90 0.8 $ - (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $0.15 for Rego’s common stock on June 30, 2019. |
ZS [Member] | Stock Options [Member] | |
Schedule of Stock Option Activity | The following table summarizes the activities for ZS’s stock options for the six months ended June 30, 2019: 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, 2018 2,400,000 $ 5.00 4.6 $ - Balance June 30, 2019 2,400,000 $ 5.00 4.1 $ - Exercisable at June 30, 2019 2,400,000 $ 5.00 4.1 $ - Exercisable at June 30, 2019 and expected to vest thereafter 2,400,000 $ 5.00 4.1 $ - (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 June 30, 2019. |
ZS [Member] | Warrant [Member] | |
Schedule of Stock Option Activity | The following table summarizes the activities for ZS’s warrants for the six months ended June 30, 2019: Remaining Aggregate Weighted- Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance December 31, 2018 83,334 $ 3.00 2.9 $ 83 Balance June 30, 2019 83,334 $ 3.00 2.4 $ 83 Exercisable at June 30, 2019 83,334 $ 3.00 2.4 $ 83 Exercisable at June 30, 2019 and expected to vest thereafter 83,334 $ 3.00 2.4 $ 83 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the value of $4.00 for ZS’s common stock on June 30, 2019. |
ZBS [Member] | |
Schedule of Stock Option Activity | The following table summarizes the activities for ZBS’s stock options for the six months ended June 30, 2019: Remaining Aggregate Weighted- Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance December 31, 2018 100,000 $ 5.00 1.7 $ - Balance June 30, 2019 100,000 $ 5.00 1.2 $ - Exercisable at June 30, 2019 100,000 $ 5.00 1.2 $ - Exercisable at June 30, 2019 and expected to vest thereafter 100,000 $ 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 ZBS’s common stock on June 30, 2019. |
ZCS [Member] | |
Schedule of Stock Option Activity | The following table summarizes the activities for ZCS’s stock options for the six months ended June 30, 2019: Remaining Aggregate Weighted- Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance December 31, 2018 2,200,000 $ 5.00 4.8 $ - Balance June 30, 2019 2,200,000 $ 5.00 4.3 $ - Exercisable at June 30, 2019 2,200,000 $ 5.00 4.3 $ - Exercisable at June 30, 2019 and expected to vest thereafter 2,200,000 $ 5.00 4.3 $ - (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 June 30, 2019. |
ZPS [Member] | |
Schedule of Stock Option Activity | The following table summarizes the activities for ZPS’s stock options for the six months ended June 30, 2019: Remaining Aggregate Weighted- Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance December 31, 2018 100,000 $ 5.00 1.7 $ - Balance June 30, 2019 100,000 $ 5.00 1.2 $ - Exercisable at June 30, 2019 100,000 $ 5.00 1.2 $ - Exercisable at June 30, 2019 and expected to vest thereafter 100,000 $ 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 $0.01 for ZPS’s common stock on June 30, 2019. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | Jul. 13, 2018 | Apr. 20, 2018 |
ZPS, LLC [Member] | ||
Ownership percentage | 78.00% | |
ZBS [Member] | ||
Ownership percentage | 85.00% | |
ZCS [Member] | ||
Ownership percentage | 85.00% |
MANAGEMENT PLANS (Details)
MANAGEMENT PLANS (Details) - USD ($) | Aug. 14, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Subsequent Event [Line Items] | |||||
Cash positions | $ 123,269 | $ 10,733 | $ 1,244 | $ 7,232 | |
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Cash positions | $ 108,000 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - RELATED PARTIES (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | ||
Due to related party | $ 647,592 | $ 428,249 |
Chief Executive Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | 353,880 | 210,032 |
Chief Executive Officer [Member] | Unpaid payroll [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | 353,345 | 207,845 |
Chief Executive Officer [Member] | Expenses [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | 535 | 2,187 |
Chief Financial Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | 118,392 | 84,296 |
Chief Financial Officer [Member] | Unpaid payroll [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | 118,392 | 84,256 |
Chief Financial Officer [Member] | Expenses [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | 0 | 40 |
Beneficial Owner [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | 145,820 | 113,920 |
Son of Beneficial Owner [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | $ 29,500 | $ 20,000 |
LOANS PAYABLE (Details)
LOANS PAYABLE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | |||||
Aggregate loan amount received | $ 131,175 | ||||
Repayment of loans payable | 4,000 | 59,475 | |||
Loans payable | $ 85,600 | $ 85,600 | $ 89,600 | ||
Interest rate | 10.00% | 10.00% | |||
Interest accrued | $ 12,187 | $ 12,187 | $ 9,253 | ||
Loans Payable [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest expense, notes payable | $ 706 | $ 676 | 2,934 | 676 | |
Loans Receivable [Member] | |||||
Debt Instrument [Line Items] | |||||
Aggregate loan amount received | 0 | 71,260 | |||
Loans Receivable One [Member] | |||||
Debt Instrument [Line Items] | |||||
Aggregate loan amount received | $ 0 | $ 59,915 |
DEFERRED REVENUE (Details)
DEFERRED REVENUE (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 | May 31, 2018 |
Revenue Recognition and Deferred Revenue [Abstract] | |||
Company received as a down payment | $ 200,000 | $ 200,000 | $ 200,000 |
10% SECURED CONVERTIBLE NOTES_2
10% SECURED CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS (Details) - USD ($) | Mar. 06, 2018 | May 11, 2015 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||||||
Maturity date | Sep. 6, 2019 | ||||||
Additional notes issued to stockholders | $ 940,000 | $ 550,000 | $ 325,000 | ||||
10% Secured convertible notes payable - stockholders | $ 2,813,157 | 2,813,157 | $ 3,163,157 | ||||
Accounts payable and accrued expenses | 4,524,886 | 4,524,886 | 4,119,976 | ||||
Accrued interest | 12,187 | $ 12,187 | 9,253 | ||||
Expected Volatility Rate, Minimum | 203.50% | ||||||
Expected Volatility Rate, Maximum | 205.60% | ||||||
Risk Free Interest Rate, Minimum | 1.96% | ||||||
Risk Free Interest Rate, Maximum | 2.28% | ||||||
Expected life | 2 years | ||||||
Exchange of 10% secured convertible notes payable for 4% secured convertible notes payable | $ 350,000 | 100,000 | |||||
Notes payable - stockholder | 362,937 | 362,937 | 134,000 | ||||
10% Secured Convertible Note [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest expense, notes payable | 70,329 | $ 88,507 | 143,264 | $ 177,013 | |||
Accrued interest | 1,426,924 | 1,426,924 | 1,283,660 | ||||
Common stock which can be purchased by warrants | 692,020 | ||||||
Exercise price | $ 0.90 | ||||||
Warrant term | 2 years | ||||||
Fair value of warrants | $ 128,803 | 128,803 | |||||
Notes payable Short-term Liability | $ 2,813,157 | $ 2,813,157 | $ 3,163,157 | ||||
Preferred Class B [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Conversion price (in dollars per share) | $ 0.90 | $ 0.90 | |||||
Common stock which can be purchased by warrants | 100 | 100 | |||||
Convertible Promissory Notes due March 5, 2016, Issued on March 6, 2015 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Note payable included per unit | $ 2,000,000 | $ 2,000,000 | |||||
Interest rate | 10.00% | 10.00% | |||||
Convertible Promissory Notes due March 5, 2016 [Member] | Preferred Class B [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Conversion price (in dollars per share) | $ 90 | $ 90 | |||||
Conversion price at which preferred stock is convertible into common stock (in dollars per share) | $ 0.90 | $ 0.90 |
NOTES PAYABLE-STOCKHOLDERS (Det
NOTES PAYABLE-STOCKHOLDERS (Details) - USD ($) | Dec. 14, 2017 | May 11, 2015 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Feb. 15, 2019 |
Debt Instrument [Line Items] | |||||||||||
Expected volatility, minimum | 203.50% | ||||||||||
Expected volatility, maximum | 205.60% | ||||||||||
Risk-free interest rate, minimum | 1.96% | ||||||||||
Risk-free interest rate, maximum | 2.28% | ||||||||||
Expected life | 2 years | ||||||||||
Note payable maturity date | Sep. 6, 2019 | ||||||||||
Fair value of warrants issued as discount for notes payable | 14,063 | 0 | |||||||||
Interest accrued including commitment fee amount | $ 3,391 | $ 1,084 | |||||||||
Notes payable current Liability | $ 362,937 | $ 362,937 | $ 134,000 | ||||||||
Option issued to purchase common stock | 119,596,866 | 119,596,866 | 119,596,866 | ||||||||
Warrant [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest expense, notes payable | $ 3,937 | $ 0 | $ 4,681 | $ 0 | |||||||
Promissory Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount | $ 100,000 | ||||||||||
Common stock which can be purchased by warrants | 160,000 | ||||||||||
Exercise price of warrants | $ 0.90 | ||||||||||
Term of warrants | 2 years | ||||||||||
Fair value of warrants | 21,305 | 62,934 | 21,305 | 62,934 | |||||||
Expected volatility, minimum | 183.30% | ||||||||||
Expected volatility, maximum | 236.20% | ||||||||||
Risk-free interest rate, minimum | 1.90% | ||||||||||
Risk-free interest rate, maximum | 2.60% | ||||||||||
Expected life | 2 years | ||||||||||
Additional common stock which can be purchased by warrants | 25,000 | ||||||||||
Interest expense, notes payable | 0 | 74,827 | 21,305 | 137,761 | |||||||
Notes payable current Liability | $ 7,000 | $ 7,000 | |||||||||
Percentage of accrued interest | 10.00% | ||||||||||
Promissory Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Exercise price of warrants | $ 0.90 | $ 0.90 | |||||||||
Fair value of warrants | $ 21,305 | $ 62,934 | $ 21,305 | $ 62,934 | |||||||
Additional common stock which can be purchased by warrants | 175,000 | 325,000 | |||||||||
90 Day Promissory Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount | $ 200,000 | $ 200,000 | |||||||||
Interest rate | 10.00% | 10.00% | |||||||||
Fair value of warrants | $ 9,075 | $ 9,075 | |||||||||
Dividend yield | 0.00% | ||||||||||
Expected volatility | 176.10% | ||||||||||
Risk-free interest rate | 1.86% | ||||||||||
Expected life | 2 years | ||||||||||
Fair value of options | $ 8,757 | $ 8,757 | |||||||||
Option issued to purchase common stock | 100,000 | 100,000 | |||||||||
Options granted exercise price | $ 0.90 | ||||||||||
Awards granted vesting period | 2 years | ||||||||||
90 Day Promissory Note [Member] | Joint Venture [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount | $ 200,000 | $ 200,000 | |||||||||
90 Day Promissory Note One [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount | $ 50,000 | $ 50,000 | |||||||||
Interest rate | 10.00% | 10.00% | |||||||||
Fair value of warrants | $ 9,075 | $ 9,075 | |||||||||
Dividend yield | 0.00% | ||||||||||
Expected volatility | 176.10% | ||||||||||
Risk-free interest rate | 1.86% | ||||||||||
Expected life | 2 years | ||||||||||
Fair value of options | $ 7,681 | $ 7,681 | |||||||||
Option issued to purchase common stock | 100,000 | 100,000 | |||||||||
Options granted exercise price | $ 0.90 | ||||||||||
Awards granted vesting period | 2 years | ||||||||||
90 Day Promissory Note One [Member] | Joint Venture [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal amount | $ 50,000 | $ 50,000 | |||||||||
Option issued to purchase common stock | 100,000 | 100,000 |
4% SECURED CONVERTIBLE NOTES _2
4% SECURED CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS (Details) - USD ($) | May 11, 2015 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Aug. 26, 2016 |
Debt Instrument [Line Items] | |||||||
Interest accrued | $ 12,187 | $ 12,187 | $ 9,253 | ||||
Proceeds from convertible notes | $ 940,000 | 550,000 | $ 325,000 | ||||
4.0% Secured Convertible Note [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest accrued | 539,129 | 539,129 | 394,967 | ||||
Interest expense, notes payable | 74,912 | $ 49,442 | 144,161 | $ 99,426 | |||
Notes payable Short-term Liability | $ 6,487,250 | ||||||
Notes payable long-term Liability | 7,387,250 | 7,387,250 | |||||
4.0% Secured Convertible Note [Member] | Investor [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Proceeds from convertible notes | 550,000 | ||||||
Amount of notes converted | 350,000 | ||||||
New Secured Notes [Member] | Investor [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Note payable principal amount issued | $ 900,000 | $ 900,000 | |||||
Convertible Promissory Notes due June 30, 2019, Issued on August 26, 2016 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Note payable principal amount issued | $ 600,000 | ||||||
Interest rate | 4.00% |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 0 | $ 0 | $ 0 | $ 0 |
Unrecognized tax benefits | 0 | 0 | ||
Change in unrecognized tax benefits | 0 | 0 | ||
Accrual for uncertain tax positions | $ 0 | $ 0 |
CONVERTIBLE PREFERRED STOCK (De
CONVERTIBLE PREFERRED STOCK (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Nov. 30, 2018 | Aug. 31, 2016 | Oct. 30, 2014 | Apr. 30, 2014 | Jan. 27, 2014 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Class of Stock [Line Items] | ||||||||||||
Cumulative dividends | $ 271,781 | $ 271,780 | $ 268,281 | $ 268,280 | $ 543,561 | $ 536,561 | ||||||
Preferred stock, par value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Preferred Class A [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Dividend rate | 8.00% | |||||||||||
Beneficial conversion feature | $ 3,489,000 | $ 1,648,825 | $ 0 | $ 0 | ||||||||
Conversion price | 0.90 | $ 0.90 | ||||||||||
Preferred stock, par value per share | $ 8 | $ 8 | ||||||||||
Preferred Class B [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares issuable upon exercise of warrants | 100 | 100 | ||||||||||
Dividend rate | 8.00% | |||||||||||
Beneficial conversion feature | $ 375,841 | $ 0 | $ 0 | |||||||||
Conversion price | $ 0.90 | $ 0.90 | ||||||||||
Preferred stock, par value per share | $ 7.20 | $ 7.20 | ||||||||||
Series C [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Issuance of shares of common stock, shares | 150,000 | |||||||||||
Equity issuance, price per share | $ 7.20 | |||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||||||
Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Dividend rate | 8.00% | |||||||||||
Cumulative dividends | $ 5,551,228 | |||||||||||
ZS Series A Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Dividend rate | 8.00% | |||||||||||
Warrant Term | 3 years | |||||||||||
Exercise price of warrants | $ 3 | |||||||||||
Beneficial conversion feature at a fair market value | $ 193,377 | $ 139,959 | 139,959 | |||||||||
Number of units issued | 83,334 | |||||||||||
Per unit price | $ 3 | |||||||||||
Proceeds from warrant exercise | $ 110,041 | |||||||||||
Fair value of warrant | 139,959 | |||||||||||
Proceeds form issuance of warrant | $ 250,000 | |||||||||||
ZS preferred stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Cumulative dividends | $ 13,333 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Class of Stock [Line Items] | |||||
Compensation expense | $ 59,636 | $ 946,666 | $ 254,351 | $ 1,080,422 | |
Expected life | 2 years | ||||
Aggregate increase in fair value | $ 4,208 | ||||
Consultant [Member] | |||||
Class of Stock [Line Items] | |||||
Percentage of legal fees paid to financial advisor | 6.00% | 6.00% | |||
(RSUs) [Member] | |||||
Class of Stock [Line Items] | |||||
Compensation expense | $ 0 | $ 9,375 | $ 0 | $ 18,750 | |
Extension and Revaluation of Options and Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Compensation expense | $ 21,964 | ||||
Option to purchase common stock | 150,000 | ||||
Exercise price | $ 0.90 | ||||
Warrant term | 2 years | ||||
Expiration date | Jun. 30, 2019 | ||||
Dividend yield | 0.00% | ||||
Expected volatility | 179.20% | ||||
Risk-free interest rate | 2.30% | ||||
Expected life | 2 years | ||||
Aggregate increase in fair value | $ 21,975 |
STOCK OPTIONS AND WARRANTS (Nar
STOCK OPTIONS AND WARRANTS (Narrative) (Details) - USD ($) | Feb. 01, 2019 | Jan. 09, 2019 | Jan. 21, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unrecognized compensation | $ 104,032 | $ 104,032 | ||||||
Unrecognized compensation cost, period of recognition | 6 months | |||||||
Share-based compensation | 59,636 | $ 946,666 | $ 254,351 | $ 1,080,422 | ||||
Compensation cost of related outstanding stock options | $ 0 | $ 0 | ||||||
Option issued to purchase common stock | 119,596,866 | 119,596,866 | 119,596,866 | |||||
Expected life | 2 years | |||||||
Aggregate increase in fair value | $ 4,208 | |||||||
Stock Options [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Total options | 12,511,667 | 12,511,667 | 12,925,000 | |||||
Options granted exercise price | $ 0.90 | |||||||
Expected life | 3 years 10 months 25 days | |||||||
ZS [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Fair value of option | $ 15,000 | |||||||
Forgiveness of debt | $ 11,607 | |||||||
ZS [Member] | Stock Options [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation | $ 0 | 0 | $ 28,051 | 0 | ||||
Total options | 2,400,000 | 2,400,000 | 2,400,000 | |||||
Options granted exercise price | ||||||||
ZS [Member] | Warrant [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation | $ 0 | 0 | $ 0 | 0 | ||||
ZBS [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Total options | 100,000 | 100,000 | 100,000 | |||||
Options granted exercise price | ||||||||
ZCS [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation | $ 0 | $ 0 | ||||||
Total options | 2,200,000 | 2,200,000 | 2,200,000 | |||||
Options granted exercise price | ||||||||
ZPS [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation | $ 0 | $ 0 | ||||||
Total options | 100,000 | 100,000 | 100,000 | |||||
Options granted exercise price | ||||||||
Four employees and consultant [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Option issued to purchase common stock | 500,000 | |||||||
Options granted exercise price | $ 0.90 | |||||||
Awards granted vesting period | 5 years | |||||||
Fair value of option | $ 72,576 | |||||||
Consultant [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Option issued to purchase common stock | 25,000 | 50,000 | ||||||
Options granted exercise price | $ 0.90 | $ 0.90 | ||||||
Awards granted vesting period | 2 years | 2 years | ||||||
Fair value of option | $ 3,593 | $ 7,562 | ||||||
Equity Incentive Plan 2008 [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares authorized under plan | 25,000,000 | 25,000,000 | ||||||
Number of shares of common stock that have been issued and are unexercised under the plan | 9,261,667 | 9,261,667 | ||||||
Shares available for grant | 0 | 0 | ||||||
Equity Incentive Plan 2013 [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares authorized under plan | 5,000,000 | 5,000,000 | ||||||
Number of shares of common stock that have been issued and are unexercised under the plan | 4,450,000 | 4,450,000 | ||||||
Shares available for grant | 550,000 | 550,000 | ||||||
Total options | 3,050,000 | 3,050,000 |
STOCK OPTIONS AND WARRANTS (Wei
STOCK OPTIONS AND WARRANTS (Weighted Average Assumptions Used to Estimate Fair Value of Stock Option and Warrant Grants) (Details) | 6 Months Ended |
Jun. 30, 2019$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected Life (in years) | 2 years |
Stock Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk Free Interest Rate | 2.40% |
Expected volatility | 171.40% |
Expected Life (in years) | 3 years 10 months 25 days |
Dividend yield | 0.00% |
Weighted average estimated fair value of options during the period | $ 0.13 |
STOCK OPTIONS AND WARRANTS (Sch
STOCK OPTIONS AND WARRANTS (Schedule of Stock Option Activity) (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | ||
Weighted Average Remaining Contractual Term in Years) | |||
Granted | 2 years | ||
Aggregate Intrinsic Value | |||
Closing stock price | $ 0.15 | ||
ZS [Member] | |||
Aggregate Intrinsic Value | |||
Closing stock price | $ 4 | ||
ZBS [Member] | |||
Number of Shares | |||
Balance December 31, 2018 | 100,000 | ||
Balance June 30, 2019 | 100,000 | 100,000 | |
Exercisable at June 30, 2019 | 100,000 | ||
Exercisable at June 30, 2019 and expected to vest thereafter | 100,000 | ||
Weighted-Average Exercise Price | |||
Balance December 31, 2018 | $ 5 | ||
Granted | |||
Balance June 30, 2019 | 5 | $ 5 | |
Exercisable at June 30, 2019 | 5 | ||
Exercisable at June 30, 2019 and expected to vest thereafter | $ 5 | ||
Weighted Average Remaining Contractual Term in Years) | |||
Balance June 30, 2019 | 1 year 2 months 12 days | 1 year 8 months 12 days | |
Exercisable at June 30, 2019 | 1 year 2 months 12 days | ||
Exercisable at June 30, 2019 and expected to vest thereafter | 1 year 2 months 12 days | ||
Aggregate Intrinsic Value | |||
Balance December 31, 2018 | [1] | ||
Balance June 30, 2019 | [1] | ||
Exercisable at June 30, 2019 | [1] | ||
Exercisable at June 30, 2019 and expected to vest thereafter | [1] | ||
Closing stock price | $ 0.01 | ||
ZCS [Member] | |||
Number of Shares | |||
Balance December 31, 2018 | 2,200,000 | ||
Balance June 30, 2019 | 2,200,000 | 2,200,000 | |
Exercisable at June 30, 2019 | 2,200,000 | ||
Exercisable at June 30, 2019 and expected to vest thereafter | 2,200,000 | ||
Weighted-Average Exercise Price | |||
Balance December 31, 2018 | $ 5 | ||
Granted | |||
Balance June 30, 2019 | 5 | $ 5 | |
Exercisable at June 30, 2019 | 5 | ||
Exercisable at June 30, 2019 and expected to vest thereafter | $ 5 | ||
Weighted Average Remaining Contractual Term in Years) | |||
Balance June 30, 2019 | 4 years 3 months 19 days | 4 years 9 months 18 days | |
Exercisable at June 30, 2019 | 4 years 3 months 19 days | ||
Exercisable at June 30, 2019 and expected to vest thereafter | 4 years 3 months 19 days | ||
Aggregate Intrinsic Value | |||
Balance December 31, 2018 | [2] | ||
Balance June 30, 2019 | [2] | ||
Exercisable at June 30, 2019 | [2] | ||
Exercisable at June 30, 2019 and expected to vest thereafter | [2] | ||
Closing stock price | $ 0.01 | ||
ZPS [Member] | |||
Number of Shares | |||
Balance December 31, 2018 | 100,000 | ||
Balance June 30, 2019 | 100,000 | 100,000 | |
Exercisable at June 30, 2019 | 100,000 | ||
Exercisable at June 30, 2019 and expected to vest thereafter | 100,000 | ||
Weighted-Average Exercise Price | |||
Balance December 31, 2018 | $ 5 | ||
Granted | |||
Balance June 30, 2019 | 5 | $ 5 | |
Exercisable at June 30, 2019 | 5 | ||
Exercisable at June 30, 2019 and expected to vest thereafter | $ 5 | ||
Weighted Average Remaining Contractual Term in Years) | |||
Balance June 30, 2019 | 1 year 2 months 12 days | 1 year 8 months 12 days | |
Exercisable at June 30, 2019 | 1 year 2 months 12 days | ||
Exercisable at June 30, 2019 and expected to vest thereafter | 1 year 2 months 12 days | ||
Aggregate Intrinsic Value | |||
Balance December 31, 2018 | [3] | ||
Balance June 30, 2019 | [3] | ||
Exercisable at June 30, 2019 | [3] | ||
Exercisable at June 30, 2019 and expected to vest thereafter | [3] | ||
Closing stock price | $ 0.01 | ||
Stock Options [Member] | |||
Number of Shares | |||
Balance December 31, 2018 | 12,925,000 | ||
Granted | 775,000 | ||
Expired/cancelled | (1,188,333) | ||
Balance June 30, 2019 | 12,511,667 | 12,925,000 | |
Exercisable at June 30, 2019 | 9,511,667 | ||
Exercisable at June 30, 2019 and expected to vest thereafter | 12,511,667 | ||
Weighted-Average Exercise Price | |||
Balance December 31, 2018 | $ 0.66 | ||
Granted | 0.90 | ||
Expired/cancelled | 0.65 | ||
Balance June 30, 2019 | 0.69 | $ 0.66 | |
Exercisable at June 30, 2019 | 0.60 | ||
Exercisable at June 30, 2019 and expected to vest thereafter | $ 0.69 | ||
Weighted Average Remaining Contractual Term in Years) | |||
Balance June 30, 2019 | 3 years | 3 years 3 months 19 days | |
Exercisable at June 30, 2019 | 3 years | ||
Exercisable at June 30, 2019 and expected to vest thereafter | 3 years | ||
Aggregate Intrinsic Value | |||
Balance December 31, 2018 | [4] | $ 4 | |
Expired/cancelled | [4] | ||
Balance June 30, 2019 | [4] | $ 4 | |
Exercisable at June 30, 2019 | [4] | ||
Exercisable at June 30, 2019 and expected to vest thereafter | [4] | ||
Closing stock price | $ 0.15 | ||
Stock Options [Member] | ZS [Member] | |||
Number of Shares | |||
Balance December 31, 2018 | 2,400,000 | ||
Balance June 30, 2019 | 2,400,000 | 2,400,000 | |
Exercisable at June 30, 2019 | 2,400,000 | ||
Exercisable at June 30, 2019 and expected to vest thereafter | 2,400,000 | ||
Weighted-Average Exercise Price | |||
Balance December 31, 2018 | $ 5 | ||
Granted | |||
Balance June 30, 2019 | 5 | $ 5 | |
Exercisable at June 30, 2019 | 5 | ||
Exercisable at June 30, 2019 and expected to vest thereafter | $ 5 | ||
Weighted Average Remaining Contractual Term in Years) | |||
Balance June 30, 2019 | 4 years 1 month 6 days | 4 years 7 months 6 days | |
Exercisable at June 30, 2019 | 4 years 1 month 6 days | ||
Exercisable at June 30, 2019 and expected to vest thereafter | 4 years 1 month 6 days | ||
Aggregate Intrinsic Value | |||
Balance December 31, 2018 | [5] | ||
Balance June 30, 2019 | [5] | ||
Exercisable at June 30, 2019 | [5] | ||
Exercisable at June 30, 2019 and expected to vest thereafter | [5] | ||
Closing stock price | $ 4 | ||
[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 ZBS's common stock on June 30, 2019. | ||
[2] | 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 June 30, 2019. | ||
[3] | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the value of $0.01 for ZPS's common stock on June 30, 2019. | ||
[4] | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the closing stock price of $0.15 for REGO's common stock on June 30, 2019. | ||
[5] | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the value of $4.00 for ZS's common stock on June 30, 2019. |
STOCK OPTIONS AND WARRANTS (S_2
STOCK OPTIONS AND WARRANTS (Schedule of Unvested Options) (Details) - Stock Options [Member] | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Shares | |
Balance | shares | 3,625,000 |
Granted | shares | 775,000 |
Expired/cancelled | shares | (616,667) |
Vested | shares | (783,333) |
Balance | shares | 3,000,000 |
Weighted-Average Grant Date Fair Value | |
Balance | $ / shares | $ 0.13 |
Granted | $ / shares | 0.13 |
Expired/cancelled | $ / shares | 0.25 |
Vested | $ / shares | 0.13 |
Balance | $ / shares | $ 0.16 |
STOCK OPTIONS AND WARRANTS (S_3
STOCK OPTIONS AND WARRANTS (Schedule of Warrant Activity) (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2019USD ($)$ / sharesshares | ||
Number of Shares | ||
Balance December 31, 2018 | shares | 3,052,020 | |
Granted | shares | 175,000 | |
Balance June 30, 2019 | shares | 3,227,020 | |
Exercisable at June 30, 2019 | shares | 3,227,020 | |
Exercisable at June 30, 2019 and expected to vest thereafter | shares | 3,227,020 | |
Weighted Average Exercise Price | ||
Balance December 31, 2018 | $ 0.90 | |
Granted | 0.90 | |
Balance June 30, 2019 | 0.90 | |
Exercisable at June 30, 2019 | 0.90 | |
Exercisable at June 30, 2019 and expected to vest thereafter | $ 0.90 | |
Weighted- Average Remaining Contractual Term in Years) | ||
Balance December 31, 2018 | 1 year 3 months 19 days | |
Granted | 2 years | |
Balance as of June 30, 2019 | 9 months 18 days | |
Exercisable at June 30, 2019 | 9 months 18 days | |
Exercisable at June 30, 2019 and expected to vest thereafter | 9 months 18 days | |
Aggregate Intrinsic Value | ||
Balance December 31, 2018 | $ | [1] | |
Granted | $ | [1] | |
Balance June 30, 2019 | $ | [1] | |
Exercisable at June 30, 2019 | $ | [1] | |
Exercisable as of June 30, 2019 and expected to vest thereafter | $ | [1] | |
Closing stock price | $ 0.15 | |
ZS [Member] | ||
Number of Shares | ||
Balance December 31, 2018 | shares | 83,334 | |
Balance June 30, 2019 | shares | 83,334 | |
Exercisable at June 30, 2019 | shares | 83,334 | |
Exercisable at June 30, 2019 and expected to vest thereafter | shares | 83,334 | |
Weighted Average Exercise Price | ||
Balance December 31, 2018 | $ 3 | |
Balance June 30, 2019 | 3 | |
Exercisable at June 30, 2019 | 3 | |
Exercisable at June 30, 2019 and expected to vest thereafter | $ 3 | |
Weighted- Average Remaining Contractual Term in Years) | ||
Balance December 31, 2018 | 2 years 10 months 25 days | |
Balance as of June 30, 2019 | 2 years 4 months 24 days | |
Exercisable at June 30, 2019 | 2 years 4 months 24 days | |
Exercisable at June 30, 2019 and expected to vest thereafter | 2 years 4 months 24 days | |
Aggregate Intrinsic Value | ||
Balance December 31, 2018 | $ | $ 83 | [2] |
Balance June 30, 2019 | $ | 83 | [2] |
Exercisable at June 30, 2019 | $ | 83 | [2] |
Exercisable as of June 30, 2019 and expected to vest thereafter | $ | $ 83 | [2] |
Closing stock price | $ 4 | |
[1] | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $0.15 for Rego's common stock on June 30, 2019. | |
[2] | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the value of $4.00 for ZS's common stock on June 30, 2019. |
NONCONTROLLING INTERESTS (Detai
NONCONTROLLING INTERESTS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Noncontrolling Interest [Abstract] | ||||
Net loss attributable to noncontrolling interests | $ 724 | $ 5,126 | $ 6,481 | $ 11,459 |
OPERATING LEASES (Details)
OPERATING LEASES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Operating Leased Assets [Line Items] | ||||
Total rent expense under leases | $ 6,352 | $ 16,705 | $ 13,682 | $ 21,672 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Related Party Transaction [Line Items] | ||||
Professional expense | $ 45,000 | |||
Beneficial Owner [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party expenses | $ 45,000 | $ 45,000 | 90,000 | $ 90,000 |
Consulting agreement cost | 15,000 | 15,000 | ||
Payment to consultant | $ 15,000 | $ 15,000 | $ 30,000 | $ 30,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Aug. 14, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Subsequent Event [Line Items] | |||||
Compensation expense | $ 59,636 | $ 946,666 | $ 254,351 | $ 1,080,422 | |
Expected life | 2 years | ||||
Consultant [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Shares available for grant | 200,000 | ||||
Exercise price | $ 0.90 | ||||
Warrant term | 3 years | ||||
Amount paid | $ 2,000 | ||||
Compensation expense | $ 22,897 | ||||
Dividend yield | 0.00% | ||||
Expected Volatility Rate | 171.90% | ||||
Risk Free Interest Rate | 1.80% | ||||
Expected life | 3 years | ||||
Consultant One [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Shares available for grant | 200,000 | ||||
Exercise price | $ 0.90 | ||||
Warrant term | 3 years | ||||
Consultant Two [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Shares available for grant | 200,000 | ||||
Exercise price | $ 0.90 | ||||
Warrant term | 3 years | ||||
Joint Venture [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Percentage of profit | 2.00% | ||||
License fee | $ 100,000,000 | ||||
Amount received | $ 200,000 |