Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 14, 2020 | |
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, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2020 | |
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 | |
Entity Incorporation State Country Code | DE | |
Entity File Number | 0-53944 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 20,498 | $ 430,076 |
Deposits | 341 | 341 |
TOTAL CURRENT ASSETS | 20,839 | 430,417 |
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 $207,216 and $192,558 | 339,966 | 354,624 |
Total other assets | 339,966 | 354,624 |
TOTAL ASSETS | 360,805 | 785,041 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 5,562,460 | 4,961,827 |
Accounts payable and accrued expenses - related parties | 488,347 | 701,187 |
Paycheck protection program loan payable | 81,500 | |
Loans payable | 85,600 | 85,600 |
Deferred revenue | 200,000 | 200,000 |
10% Secured convertible notes payable - stockholders | 2,813,157 | 2,813,157 |
Notes payable - stockholders, net of discount of $0 and $40,031 | 1,202,000 | 1,161,969 |
4% Secured convertible notes payable - stockholders | 7,592,250 | 7,432,250 |
Preferred stock dividend liability | 6,651,683 | 6,108,122 |
TOTAL CURRENT LIABILITIES | 24,676,997 | 23,464,112 |
CONTINGENCIES | ||
STOCKHOLDERS' DEFICIT | ||
Common stock, $ .0001 par value; 230,000,000 shares authorized; 119,596,866 shares issued and outstanding at June 30, 2020 and December 31, 2019 | 11,960 | 11,960 |
Additional paid in capital | 60,409,781 | 60,233,849 |
Accumulated deficit | (84,933,270) | (83,130,943) |
Noncontrolling interests | 195,323 | 206,049 |
STOCKHOLDERS' DEFICIT | (24,316,192) | (22,679,071) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 360,805 | 785,041 |
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, 2020 | Dec. 31, 2019 |
Patents and trademarks, accumulated amortization | $ 207,216 | $ 192,558 |
Notes payable, discount | $ 0 | $ 40,031 |
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 (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
SALES | $ 15,226 | $ 34,485 | ||
OPERATING EXPENSES | ||||
Sales and marketing | 11,506 | (1,839) | 18,339 | 28,465 |
Product development | 119,833 | 27,839 | 193,453 | 241,396 |
General and administrative | 218,639 | 568,167 | 677,354 | 1,089,702 |
Total operating expenses | 349,978 | 594,167 | 889,146 | 1,359,563 |
NET OPERATING LOSS | (349,978) | (578,941) | (889,146) | (1,325,078) |
OTHER EXPENSE | ||||
Interest expense | (172,723) | (150,629) | (380,347) | (316,346) |
Total other expense | (172,723) | (150,629) | (380,347) | (316,346) |
NET LOSS | (522,701) | (729,570) | (1,269,493) | (1,641,424) |
LESS: Accrued preferred dividends | (271,781) | (271,781) | (543,561) | (543,561) |
Net loss attributable to noncontrolling interests | 469 | 724 | 726 | 6,481 |
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (794,013) | $ (1,000,627) | $ (1,812,328) | $ (2,178,504) |
BASIC AND DILUTED NET LOSS PER COMMON SHARE | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.02) |
BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | 119,596,866 | 119,596,866 | 119,596,866 | 119,596,866 |
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] | Accumulated Deficit [Member] | Noncontrolling Interest | Total |
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) | |||||||
Net loss | (1,641,424) | |||||||
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 | 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 | |||||
Balance at Dec. 31, 2019 | $ 11 | $ 3 | $ 11,960 | 60,233,849 | (83,130,943) | 206,049 | (22,679,071) | |
Balance, shares at Dec. 31, 2019 | 107,850 | 28,378 | 119,596,866 | |||||
Issuance of warrants for services | 74,886 | 74,886 | ||||||
Fair value of options for services | 25,663 | 25,663 | ||||||
Accrued preferred dividends | (266,780) | (5,000) | (271,780) | |||||
Net loss | (746,535) | (257) | (746,792) | |||||
Balance at Mar. 31, 2020 | $ 11 | $ 3 | $ 11,960 | 60,334,398 | (84,144,258) | 200,792 | (23,597,094) | |
Balance, shares at Mar. 31, 2020 | 107,850 | 28,378 | 119,596,866 | |||||
Balance at Dec. 31, 2019 | $ 11 | $ 3 | $ 11,960 | 60,233,849 | (83,130,943) | 206,049 | (22,679,071) | |
Balance, shares at Dec. 31, 2019 | 107,850 | 28,378 | 119,596,866 | |||||
Accrued preferred dividends | (543,561) | |||||||
Net loss | (1,269,493) | |||||||
Balance at Jun. 30, 2020 | $ 11 | $ 3 | $ 11,960 | 60,409,781 | (84,933,270) | 195,323 | (24,316,192) | |
Balance, shares at Jun. 30, 2020 | 107,850 | 28,378 | 119,596,866 | |||||
Balance at Mar. 31, 2020 | $ 11 | $ 3 | $ 11,960 | 60,334,398 | (84,144,258) | 200,792 | (23,597,094) | |
Balance, shares at Mar. 31, 2020 | 107,850 | 28,378 | 119,596,866 | |||||
Issuance of warrants for services | 49,599 | 49,599 | ||||||
Fair value of options for services | 21,314 | 21,314 | ||||||
Fair value of options for interest | 4,470 | 4,470 | ||||||
Accrued preferred dividends | (5,000) | (271,781) | ||||||
Net loss | (522,232) | (469) | (522,701) | |||||
Balance at Jun. 30, 2020 | $ 11 | $ 3 | $ 11,960 | $ 60,409,781 | $ (84,933,270) | $ 195,323 | $ (24,316,192) | |
Balance, shares at Jun. 30, 2020 | 107,850 | 28,378 | 119,596,866 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (1,269,493) | $ (1,641,424) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Fair value of options issued for interest on notes payable | 4,470 | 21,305 |
Fair value of options and warrants issued in exchange for services | 171,463 | 282,402 |
Accretion of discount on notes payable | 40,031 | 2,374 |
Depreciation and amortization | 14,658 | 14,659 |
(Increase) decrease in assets | ||
Accounts receivable | 1,923 | |
Prepaid expenses | (6,956) | |
Deposits | 25,000 | |
Increase (decrease) in liabilities | ||
Accounts payable and accrued expenses | 600,633 | 395,294 |
Accounts payable and accrued expenses - related parties | (212,840) | 228,959 |
Net cash used in operating activities | (651,078) | (676,464) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Repayment of loans payable | (4,000) | |
Proceeds from notes payable - stockholders | 15,000 | 250,000 |
Repayment of notes payable - stockholders | (15,000) | (7,000) |
Proceeds from convertible notes payable - stockholders | 160,000 | 550,000 |
Proceeds from paycheck protection program loan | 81,500 | |
Net cash provided by financing activities | 241,500 | 789,000 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (409,578) | 112,536 |
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 430,076 | 10,733 |
CASH AND CASH EQUIVALENTS - END OF PERIOD | 20,498 | 123,269 |
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 | 543,561 |
Exchange of 10% secured convertible notes payable for 4.0% secured convertible notes payable | 350,000 | |
Accrued interest as discount on notes payable | $ 16,437 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2020 | |
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 will automatically monitor 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. While these are the features that separate us from other virtual payment platforms, our software platform may be used by anyone as a digital wallet, adult or child. 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 own 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 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 the common stock 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 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. ZS and its subsidiaries have had minimial operations in 2020 and 2019. ZOOM Payment Solutions, Inc. (“ZPS”) ZPS (formerly Zoom Payment Solutions USA, Inc.) was incorporated in the state of Nevada on December 6, 2017. 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 the REGO payment platform and access to the patents from REGO. 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 intends to provide a boutique agency approach to work with companies to build disruptive networks that will provide an enhanced customer experience, drive efficiency and build transparency and trust from the consumer base. 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 potential 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, and backup. 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. The Company’s principal office is located in Blue Bell, Pennsylvania. 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 2019 Annual Report on Form 10-K, as amended (the “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, 2019 as filed with the SEC. Operating results for the three and six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. 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 Issued Accounting Pronouncements Not Yet Adopted As of June 30, 2020, 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, 2020 | |
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. In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues to spread throughout the United States. On March 19, 2020, the Governor of Pennsylvania declared a health emergency and issued an order to close all nonessential businesses until further notice. The Company has temporarily curtailed its business operations and has required employees to work from home. While the Company expects this matter to negatively impact its results of operations, cash flow and financial position, the related financial impact cannot be reasonably estimated at this time. As of August 14, 2020, the Company has a cash position of approximately $1.4 million. Based upon the current cash position and the Company’s planned expense run rate, management believes the Company has funds currently to finance its operations through October 2020. |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - RELATED PARTIES | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - RELATED PARTIES | NOTE 3 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES - RELATED PARTIES As of June 30, 2020 and December 31, 2019, the Company owed the Chief Executive Officer a total of $380,773 and $392,371, consisting of $380,238 and $391,836 in unpaid salary and expenses of $535 and $535. As of June 30, 2020 and December 31, 2019, the Company owed the Chief Financial Officer $107,574 and $118,596 in unpaid salary. |
PAYCHECK PROTECTION PROGRAM LOA
PAYCHECK PROTECTION PROGRAM LOAN PAYABLE | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
PAYCHECK PROTECTION PROGRAM LOAN PAYABLE | NOTE 4 – PAYCHECK PROTECTION PROGRAM LOAN PAYABLE During April 2020, the Company received $2,000 from the Emergency Injury Disaster Loan program and $79,500 from the Paycheck Protection Program. The Company has spent all of the proceeds under these programs for payroll related expenses. In accordance with FASB ASC 470, Debt Liabilities-Extinguishment of Liabilities |
LOANS PAYABLE
LOANS PAYABLE | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
LOANS PAYABLE | NOTE 5 – LOANS PAYABLE During the six months ended June 30, 2020 and 2019, the Company did not receive any loans with no formal repayment terms and 10% interest. The Company also did not receive any loans with no formal repayment terms and no interest, during the six months ended June 30, 2020 and 2019. The balance of such loans payable as of June 30, 2020 and December 31, 2019 was $85,600. Interest accrued on the loans was $18,018 and $15,118 as of June 30, 2020 and December 31, 2019. Interest expense related to these loans payable was $1,450 and $2,901 for the three and six months ended June 30, 2020 and $706 and $2,934 for the three and six months ended June 30, 2019. |
10% SECURED CONVERTIBLE NOTES P
10% SECURED CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS | 6 Months Ended |
Jun. 30, 2020 | |
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, 2019 to September 6, 2020, 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. The Notes are recorded as a current liability as of June 30, 2020 and December 31, 2019 in the amount of $2,813,157. Interest accrued on the Notes was $1,708,240 and $1,567,582 as of June 30, 2020 and December 31, 2019. Interest expense other than the warrant related interest expense related to these Notes payable was $70,329 and $140,658 for the three and six months ended June 30, 2020 and $70,329 and $143,264 for the three and six months ended June 30, 2019. |
NOTES PAYABLE - STOCKHOLDERS
NOTES PAYABLE - STOCKHOLDERS | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE - STOCKHOLDERS | NOTE 7 – NOTES PAYABLE - STOCKHOLDERS During the six months ended June 30, 2020 and 2019, the Company issued $15,000 and $0 aggregate principal amount of its notes payable - stockholders with no formal repayment terms and 10% interest. These notes were repaid in full by June 30, 2020 and the Company issued an option to purchase 25,000 shares of the Company’s common stock with an exercise price of $0.90 and a term of 3 years, with a fair value of $4,470 as interest expense. These notes payable are recorded as a current liability as of June 30, 2020 and December 31, 2019 in the amount of $1,202,000 and $1,161,969. Interest accrued on the notes, as of June 30, 2020 and December 31, 2019 was $72,463 and $29,481. Interest expense including accretion of discount was $21,491 and $83,013 for the three and six months ended June 30, 2020 and $3,937 and $4,681 for the three and six months ended June 30, 2019. |
4% SECURED CONVERTIBLE NOTES PA
4% SECURED CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS | 6 Months Ended |
Jun. 30, 2020 | |
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, 2019 and 2020. The New Secured Notes are convertible by the holders, at any time, into shares of the Company’s authorized Series C Cumulative Convertible Preferred Stock (“Series C Preferred Stock”) at a conversion price of $90.00 per share, subject to adjustment for stock splits, stock dividends and similar transactions with respect to the Series C Preferred Stock only. Each share of Series C Preferred Stock is currently convertible into 100 shares of the Company’s common stock at a current conversion price of $0.90 per share, subject to full ratchet anti-dilution adjustment for one year and weighted average anti-dilution adjustment thereafter, as described in the Certificate of Designation of the Series C Preferred Stock. Upon a liquidation event, the Company shall first pay to the holders of the Series C Preferred Stock, on a pari passu basis with the holders of the Company’s outstanding Series A Preferred Stock and Series B Preferred Stock, an amount per share equal to 700% of the conversion price (i.e., $630.00 per share of Series C Preferred Stock), plus all accrued and unpaid dividends on each share of Series C Preferred Stock (the “Series C Preference Amount”). The Series C Preference Amount shall be paid prior and in preference to payment of any amounts to the Common Stock. After the payment of all preferential amounts required to be paid to the holders of shares of Series C Preferred Stock, Series A Preferred Stock, Series B Preferred Stock and any additional senior preferred stock, the Series C Preferred Stock participates in further distributions subject to an aggregate cap of seven and one-half times (7.5x) the original issue price thereof, plus all accrued and unpaid dividends. The maturity dates of the New Secured Notes were extended by the investors to October 31, 2020. During the three months ended June 30, 2020, the Company issued $160,000 aggregate principal amount of its New Secured Notes to certain investors. The New Secured Notes are recorded as a current liability in the amount of $7,592,250 as of June 30, 2020 and $7,432,250 as of December 31, 2019. Interest accrued on the New Secured Notes was $836,510 and $687,204 as of June 30, 2020 and December 31, 2019. Interest expense related to these notes payable was $74,983 and $149,305 for the three and six months ended June 30, 2020 and $74,912 and $144,161 for the three and six months ended June 30, 2019. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 9 – INCOME TAXES Income tax expense was $0 for the three and six months ended June 30, 2020 and 2019. As of January 1, 2020, the Company had no unrecognized tax benefits, and accordingly, the Company did not recognize interest or penalties during 2020 related to unrecognized tax benefits. There has been no change in unrecognized tax benefits during the three and six months ended June 30, 2020, and there was no accrual for uncertain tax positions as of June 30, 2020. Tax years from 2016 through 2019 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, 2020 and 2019, 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, 2020 | |
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 its original issue price, or $21,570,000, to be paid out of assets available for distribution prior to holders of common stock and thereafter participates with the holders of common stock in any remaining proceeds subject to an aggregate cap of 2.5 times its original issue price. The Series A Preferred Stockholders may cast the number of votes equal to the number of whole shares of common stock into which the shares of Series A Preferred Stock can be converted. The Series A Preferred Stock also contains customary approval rights with respect to certain matters. The Series A Preferred Stock accrues dividends at the rate of 8% per annum or $8.00 per Series A Preferred Share. The conversion price of Series A Preferred Stock is currently $0.90 per share. The Series A Preferred Stock is subject to mandatory conversion if certain registration or related requirements are satisfied and the average closing price of the Rego’s common stock exceeds 2.5 times the conversion price over a period of twenty consecutive trading days. 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, 2020 and December 31, 2019. 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, 2020 and December 31, 2019. 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 its original issue price, or $5,108,040, to be paid out of assets available for distribution prior to holders of common stock and thereafter participates with the holders of common stock in any remaining proceeds subject to an aggregate cap of 2.5 times its original issue price. The Series B Preferred Stockholders may cast the number of votes equal to the number of whole shares of common stock into which the shares of Series B Preferred Stock can be converted. The Series B Preferred Stock also contains customary approval rights with respect to certain matters. The Series B Preferred Stock accrues dividends at the rate of 8% per annum. The conversion price of the Series B Preferred Stock is currently $0.90 per share. The Series B Preferred Stock is subject to mandatory conversion if certain registration or related requirements are satisfied and the average closing price of the Company’s common stock exceeds 2.5 times the conversion price over a period of twenty consecutive trading days. 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, 2020 and December 31, 2019. 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 Rego’s Series C Cumulative Convertible Preferred Stock (“Series C Preferred Stock”). As of June 30, 2020, none of the Series C Preferred Stock was issued or outstanding. After the date of issuance of Series C Preferred Stock, dividends at the rate of $7.20 per share will begin accruing and will be cumulative. The Series C Preferred Stock is pari passu with the Series A Preferred Stock and Series B Preferred Stock and has a preference in liquidation equal to seven times its original issue price to be paid out of assets available for distribution prior to holders of common stock and thereafter participates with the holders of common stock in any remaining proceeds subject to an aggregate cap of 7.5 times its original issue price. The Series C Preferred Stockholders may cast the number of votes equal to the number of whole shares of common stock into which the shares of Series C Preferred Stock can be converted. The Series C Preferred Stock also contains customary approval rights with respect to certain matters. There are no outstanding Series C Preferred Shares, therefore the current per annum dividend per share is $0. As of June 30, 2020, the value of the cumulative 8% dividends for all Rego preferred stock was $6,618,350 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. 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, 2020, the value of the cumulative 8% dividends for ZS preferred stock was $33,333. 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, 2020 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 11 – STOCKHOLDERS’ EQUITY The Company entered into a financial advisory agreement in November 2018 whereby generally the Company will pay the financial advisor a success fee equal to 6% of the capital committed in a capital transaction involving the sale of the Company. 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. |
STOCK OPTIONS AND WARRANTS
STOCK OPTIONS AND WARRANTS | 6 Months Ended |
Jun. 30, 2020 | |
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, 2020, options to purchase 8,400,000 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, 2020, under the 2013 Plan grants of restricted stock and options to purchase 4,000,000 shares of common stock have been issued and are unvested and unexercised, and 1,000,000 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 common stock. The following table presents the weighted-average assumptions used to estimate the fair values of the stock options granted by REGO during the six months ended June 30, 2020: Risk Free Interest Rate 1.0 % Expected Volatility 141.4 % Expected Life (in years) 2.0 Dividend Yield 0 % Weighted average estimated fair value of options during the period $ 0.07 The following table summarizes the activities for REGO’s stock options for the six months ended June 30, 2020: Options Outstanding Weighted - Average Remaining Aggregate Weighted- Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance at December 31, 2019 13,185,000 $ 0.69 2.4 $ - Granted 325,000 0.90 1.8 - Expired (160,000 ) 0.86 - - Balance at June 30, 2020 13,350,000 $ 0.69 1.9 $ 5 Exercisable at June 30, 2020 13,216,667 $ 0.69 1.9 $ 5 Exercisable at June 30, 2020 and expected to vest thereafter 13,350,000 $ 0.69 1.9 $ 5 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the closing stock price of $0.21 for REGO’s common stock on June 30, 2020. For the three and six months ended June 30, 2020, Rego expensed $25,785 and $51,447 and for the three and six months ended June 30, 2019, Rego expensed $59,636 and $254,351 with respect to options. As of June 30, 2020, there was no unrecognized compensation cost related to outstanding stock options. The difference between the stock options exercisable at June 30, 2020 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, 2020: Unvested Options Weighted - Average Grant Number of Date Fair Shares Value Balance at December 31, 2019 233,333 $ 0.20 Granted 325,000 0.05 Expired/cancelled (100,000 ) 0.25 Vested (325,000 ) 0.05 Balance at June 30, 2020 133,333 $ 0.25 During the six months ended June 30, 2020, the Company issued warrants to purchase 1,000,000 shares of common stock commensurate with a consulting agreement. The warrants were valued at $124,485 fair value, 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 139.0 to 140.4%, risk free interest rate of 0.19% to 0.36% and expected life of 2 years. The fair value of the warrants was $124,485 and was expensed immediately. During the three and six months ended June 30, 2020, the Company expensed $49,599 and $124,485 and during the three and six months ended June 30, 2019, the Company expensed $0, relative to warrants. The following table summarizes the activities for REGO’s warrants for the six months ended June 30, 2020: Remaining Aggregate Weighted- Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance at December 31, 2019 4,427,020 $ 0.90 1.0 $ - Granted 1,000,000 0.90 1.8 - Expired (1,852,020 ) 0.90 - Balance at June 30, 2020 3,575,000 $ 0.90 1.3 $ - Exercisable at June 30, 2020 3,575,000 $ 0.90 1.3 $ - Exercisable at June 30, 2020 and expected to vest thereafter 3,575,000 $ 0.90 1.3 $ - (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $0.21 for Rego’s common stock on June 30, 2020. 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, 2020: Options Outstanding Weighted - Average Remaining Aggregate Weighted- Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance at December 31, 2019 2,400,000 $ 5.00 3.6 $ - Balance at June 30, 2020 2,400,000 $ 5.00 3.1 $ - Exercisable at June 30, 2020 2,400,000 $ 5.00 3.1 $ - Exercisable at June 30, 2020 and expected to vest thereafter 2,400,000 $ 5.00 3.1 $ - (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, 2020. For the three and six months ended June 30, 2020, ZS expensed $0 with respect to options and for the three and six months ended June 30, 2019, ZS expensed $0 and $28,051 with respect to options. The following table summarizes the activities for ZS’s warrants for the six months ended June 30, 2020: Warrants Outstanding Weighted - Average Remaining Aggregate Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance at December 31, 2019 83,334 $ 3.00 1.8 $ 83 Balance at June 30, 2020 83,334 $ 3.00 1.3 $ 83 Exercisable at June 30, 2020 83,334 $ 3.00 1.3 $ 83 Exercisable at June 30, 2020 and expected to vest thereafter 83,334 $ 3.00 1.3 $ 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, 2020. For the three and six months ended June 30, 2020 and 2019, 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, 2020: Options Outstanding Weighted - Average Remaining Aggregate Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance at December 31, 2019 100,000 $ 5.00 0.7 $ - Balance at June 30, 2020 100,000 $ 5.00 0.2 $ - Exercisable at June 30, 2020 100,000 $ 5.00 0.2 $ - Exercisable at June 30, 2020 and expected to vest thereafter 100,000 $ 5.00 0.2 $ - (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, 2020. For the three and six months ended June 30, 2020 and 2019, 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, 2020: Options Outstanding Remaining Aggregate Weighted- Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance at December 31, 2019 2,200,000 $ 5.00 3.8 $ - Balance at June 30, 2020 2,200,000 $ 5.00 3.3 $ - Exercisable at June 30, 2020 2,200,000 $ 5.00 3.3 $ - Exercisable at June 30, 2020 and expected to vest thereafter 2,200,000 $ 5.00 3.3 $ - (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, 2020. For the three and six months ended June 30, 2020 and 2019, 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, 2020: Options Outstanding Weighted - Average Remaining Aggregate Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance at December 31, 2019 100,000 $ 5.00 0.7 $ - Balance at June 30, 2020 100,000 $ 5.00 0.2 $ - Exercisable at June 30, 2020 100,000 $ 5.00 0.2 $ - Exercisable at June 30, 2020 and expected to vest thereafter 100,000 $ 5.00 0.2 $ - (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, 2020. For the three and six months ended June 30, 2020 and 2019, ZPS expensed $0 with respect to options. |
NONCONTROLLING INTERESTS
NONCONTROLLING INTERESTS | 6 Months Ended |
Jun. 30, 2020 | |
Noncontrolling Interest [Abstract] | |
NONCONTROLLING INTERESTS | NOTE 13 – NONCONTROLLING INTERESTS Losses incurred by the noncontrolling interests for the three months and six months ended June 30, 2020 were $469 and $726 and for the three and six months ended June 30, 2019 were $724 and $6,481. |
OPERATING LEASES
OPERATING LEASES | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
OPERATING LEASES | N OTE 14 – OPERATING LEASES For the three and six months ended June 30, 2020, total rent expense under leases amounted to $1,639 and $11,986 and for the three and six months ended June 30, 2019, total rent expense under leases amounted to $6,352 and $13,682. 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, 2020. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 15 – RELATED PARTY TRANSACTIONS 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 was fully refunded as of June 30, 2019. As of June 30, 2020, the technology company is no longer a related party. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16 – SUBSEQUENT EVENTS During July and August 2020, the Company raised $1.7 million through the issuance of the Company’s 4% secured convertible notes payable-stockholders. During August 2020, the Company exchanged $107,000 principal amount of Notes Payable – Stockholders for 4% Secured Convertible Notes Payable – Stockholders. On August 12, 2020, the Company revised a consulting agreement, whereby the principal terms stayed the same, however, the trigger dates for the issuance of stock changed as follows: a) 62,500 shares to be issued at Beta Product Launch – November 18, 2020 b) 62,500 shares to be issued upon first product revenue – January 18, 2021 c) 125,000 shares when technology passes potential buyer’s due diligence – February 18, 2021. On August 13, 2020, the Company entered into an employment agreement with Peter S. Pelullo to become the Chief Executive Officer, President and Board Director of the Company. The principal terms of the agreement include: a) a salary of $200,000 b) an option to purchase 500,000 shares of the Company’s common stock at an exercise price of $0.25, a term of 5 years and vesting immediately c) an option to acquire 500,000 shares of the common stock of the Company at the exercise price of the closing price per share on the date of sale or change of control (or if greater, the fair market value of such option on the grant date), for a term of 5 years that will vest immediately d) issuance of 250,000 shares of the common stock of the Company that will vest immediately e) issuance of 250,000 shares of common stock upon the sale of the Company or change in control of the Company of more than 50% of the Company. The options associated with the employment agreement were valued at $117,514, fair market value and will be expensed over two years. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
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 will automatically monitor 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. While these are the features that separate us from other virtual payment platforms, our software platform may be used by anyone as a digital wallet, adult or child. 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 own 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 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 the common stock 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 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. ZS and its subsidiaries have had minimial operations in 2020 and 2019. ZOOM Payment Solutions, Inc. (“ZPS”) ZPS (formerly Zoom Payment Solutions USA, Inc.) was incorporated in the state of Nevada on December 6, 2017. 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 the REGO payment platform and access to the patents from REGO. 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 intends to provide a boutique agency approach to work with companies to build disruptive networks that will provide an enhanced customer experience, drive efficiency and build transparency and trust from the consumer base. 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 potential 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, and backup. 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. The Company’s principal office is located in Blue Bell, Pennsylvania. |
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 2019 Annual Report on Form 10-K, as amended (the “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, 2019 as filed with the SEC. Operating results for the three and six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. 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 |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted As of June 30, 2020, 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, 2020 | |
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, 2020: Risk Free Interest Rate 1.0 % Expected Volatility 141.4 % Expected Life (in years) 2.0 Dividend Yield 0 % Weighted average estimated fair value of options during the period $ 0.07 |
Schedule of Stock Option Activity | The following table summarizes the activities for REGO’s stock options for the six months ended June 30, 2020: Options Outstanding Weighted - Average Remaining Aggregate Weighted- Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance at December 31, 2019 13,185,000 $ 0.69 2.4 $ - Granted 325,000 0.90 1.8 - Expired (160,000 ) 0.86 - - Balance at June 30, 2020 13,350,000 $ 0.69 1.9 $ 5 Exercisable at June 30, 2020 13,216,667 $ 0.69 1.9 $ 5 Exercisable at June 30, 2020 and expected to vest thereafter 13,350,000 $ 0.69 1.9 $ 5 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the closing stock price of $0.21 for REGO’s common stock on June 30, 2020. |
Schedule of Unvested Options Activity | The following table summarizes the activities for REGO’s unvested stock options for the six months ended June 30, 2020: Unvested Options Weighted - Average Grant Number of Date Fair Shares Value Balance at December 31, 2019 233,333 $ 0.20 Granted 325,000 0.05 Expired/cancelled (100,000 ) 0.25 Vested (325,000 ) 0.05 Balance at June 30, 2020 133,333 $ 0.25 |
Schedule of Warrant Activity | The following table summarizes the activities for REGO’s warrants for the six months ended June 30, 2020: Remaining Aggregate Weighted- Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance at December 31, 2019 4,427,020 $ 0.90 1.0 $ - Granted 1,000,000 0.90 1.8 - Expired (1,852,020 ) 0.90 - Balance at June 30, 2020 3,575,000 $ 0.90 1.3 $ - Exercisable at June 30, 2020 3,575,000 $ 0.90 1.3 $ - Exercisable at June 30, 2020 and expected to vest thereafter 3,575,000 $ 0.90 1.3 $ - (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $0.21 for Rego’s common stock on June 30, 2020. |
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, 2020: Options Outstanding Weighted - Average Remaining Aggregate Weighted- Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance at December 31, 2019 2,400,000 $ 5.00 3.6 $ - Balance at June 30, 2020 2,400,000 $ 5.00 3.1 $ - Exercisable at June 30, 2020 2,400,000 $ 5.00 3.1 $ - Exercisable at June 30, 2020 and expected to vest thereafter 2,400,000 $ 5.00 3.1 $ - (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, 2020. |
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, 2020: Warrants Outstanding Weighted - Average Remaining Aggregate Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance at December 31, 2019 83,334 $ 3.00 1.8 $ 83 Balance at June 30, 2020 83,334 $ 3.00 1.3 $ 83 Exercisable at June 30, 2020 83,334 $ 3.00 1.3 $ 83 Exercisable at June 30, 2020 and expected to vest thereafter 83,334 $ 3.00 1.3 $ 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, 2020. |
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, 2020: Options Outstanding Weighted - Average Remaining Aggregate Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance at December 31, 2019 100,000 $ 5.00 0.7 $ - Balance at June 30, 2020 100,000 $ 5.00 0.2 $ - Exercisable at June 30, 2020 100,000 $ 5.00 0.2 $ - Exercisable at June 30, 2020 and expected to vest thereafter 100,000 $ 5.00 0.2 $ - (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, 2020. |
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, 2020: Options Outstanding Remaining Aggregate Weighted- Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance at December 31, 2019 2,200,000 $ 5.00 3.8 $ - Balance at June 30, 2020 2,200,000 $ 5.00 3.3 $ - Exercisable at June 30, 2020 2,200,000 $ 5.00 3.3 $ - Exercisable at June 30, 2020 and expected to vest thereafter 2,200,000 $ 5.00 3.3 $ - (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, 2020. |
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, 2020: Options Outstanding Weighted - Average Remaining Aggregate Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance at December 31, 2019 100,000 $ 5.00 0.7 $ - Balance at June 30, 2020 100,000 $ 5.00 0.2 $ - Exercisable at June 30, 2020 100,000 $ 5.00 0.2 $ - Exercisable at June 30, 2020 and expected to vest thereafter 100,000 $ 5.00 0.2 $ - (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the value of $0.01 for ZPS’s common stock on June 30, 2020. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | Apr. 20, 2018 | Feb. 16, 2018 |
ZS [Member] | ZS common stock [Member] | ||
Ownership percentage | 78.00% | |
ZBS [Member] | ||
Ownership percentage | 85.00% | |
ZCS [Member] | ||
Ownership percentage | 85.00% |
MANAGEMENT PLANS (Details)
MANAGEMENT PLANS (Details) - USD ($) | Aug. 14, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Subsequent Event [Line Items] | |||||
Cash positions | $ 20,498 | $ 430,076 | $ 123,269 | $ 10,733 | |
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Cash positions | $ 1,400,000 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - RELATED PARTIES (Details) - USD ($) | Jun. 30, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | ||
Due to related party | $ 488,347 | $ 701,187 |
Chief Executive Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | 380,773 | 392,371 |
Chief Executive Officer [Member] | Unpaid payroll [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | 380,238 | 391,836 |
Chief Executive Officer [Member] | Expenses [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | 535 | 535 |
Chief Financial Officer [Member] | Unpaid payroll [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | $ 107,574 | $ 118,956 |
PAYCHECK PROTECTION PROGRAM L_2
PAYCHECK PROTECTION PROGRAM LOAN PAYABLE (Details) - USD ($) | 1 Months Ended | ||
Apr. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||
Paycheck protection program loans payable | $ 81,500 | ||
Emergency Injury Disaster Loan program [Member] | |||
Debt Instrument [Line Items] | |||
Proceeds from loans payable | $ 2,000 | ||
Paycheck Protection Program [Member] | |||
Debt Instrument [Line Items] | |||
Proceeds from loans payable | $ 79,500 |
LOANS PAYABLE (Details)
LOANS PAYABLE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||||
Repayment of loans payable | $ 4,000 | ||||
Loans payable | $ 85,600 | $ 85,600 | $ 85,600 | ||
Interest rate | 10.00% | 10.00% | |||
Interest accrued | $ 18,018 | $ 18,018 | $ 15,118 | ||
Loans Payable [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest expense, notes payable | $ 1,450 | $ 706 | 2,901 | 2,934 | |
Loans Receivable [Member] | |||||
Debt Instrument [Line Items] | |||||
Aggregate loan amount received |
10% SECURED CONVERTIBLE NOTES_2
10% SECURED CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS (Details) - USD ($) | May 11, 2015 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||||||
Maturity date | Sep. 6, 2020 | |||||
Additional notes issued to stockholders | $ 940,000 | $ 160,000 | $ 550,000 | |||
Accrued interest | $ 18,018 | 18,018 | $ 15,118 | |||
10% Secured Convertible Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest expense, notes payable | 70,329 | $ 70,329 | 140,658 | $ 143,264 | ||
Accrued interest | 1,708,240 | 1,708,240 | 1,567,582 | |||
Notes payable Short-term Liability | $ 2,813,157 | $ 2,813,157 | $ 2,813,157 | |||
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 (D
NOTES PAYABLE - STOCKHOLDERS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||||
Interest accrued including commitment fee amount | $ 72,463 | $ 29,481 | |||
Notes payable current Liability | $ 1,202,000 | $ 1,202,000 | $ 1,161,969 | ||
Interest rate | 10.00% | 10.00% | |||
Notes payable - stockholders [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest expense, notes payable | $ 4,470 | ||||
Proceeds from notes payable | $ 15,000 | $ 0 | |||
Interest rate | 10.00% | 10.00% | |||
Options to purchase common stock | 25,000 | 25,000 | |||
Exercise price | $ 0.90 | $ 0.90 | |||
Term | 3 years | 3 years | |||
Warrant [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest expense, notes payable | $ 21,491 | $ 3,613 | $ 83,013 | $ 4,681 |
4% SECURED CONVERTIBLE NOTES _2
4% SECURED CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS (1) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Aug. 26, 2016 | |
Debt Instrument [Line Items] | ||||||
Interest accrued | $ 18,018 | $ 18,018 | $ 15,118 | |||
4.0% Secured Convertible Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest accrued | 836,510 | 836,510 | 687,204 | |||
Interest expense, notes payable | 74,983 | $ 74,912 | 149,305 | $ 144,161 | ||
Notes payable long-term Liability | $ 7,592,250 | $ 7,592,250 | $ 7,432,250 | |||
4.0% Secured Convertible Note [Member] | Series C [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 | ||||
Common stock which can be purchased by warrants | 100 | 100 | ||||
New Secured Notes [Member] | Certain Investors [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Note payable principal amount issued | $ 160,000 | $ 160,000 | ||||
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, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 0 | $ 0 | $ 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, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Class of Stock [Line Items] | ||||||||||||
Cumulative dividends | $ 271,781 | $ 271,780 | $ 271,781 | $ 271,780 | $ 543,561 | $ 543,561 | ||||||
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% | |||||||||||
Liquidation preference | $ 21,570,000 | $ 21,570,000 | ||||||||||
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] | ||||||||||||
Dividend rate | 8.00% | |||||||||||
Liquidation preference | $ 5,108,040 | $ 5,108,040 | ||||||||||
Beneficial conversion feature | $ 375,841 | $ 0 | $ 0 | |||||||||
Conversion price | $ 0.90 | $ 0.90 | ||||||||||
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 | $ 6,618,350 | |||||||||||
Current per annum dividend per share | $ 0 | |||||||||||
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 form issuance of warrant | $ 250,000 | |||||||||||
ZS preferred stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Dividend rate | 8.00% | |||||||||||
Cumulative dividends | $ 33,333 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) | Jun. 30, 2020 |
Consultant [Member] | |
Class of Stock [Line Items] | |
Percentage of legal fees paid to financial advisor | 6.00% |
STOCK OPTIONS AND WARRANTS (Nar
STOCK OPTIONS AND WARRANTS (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation | $ 0 | $ 0 | |||
Share-based compensation | 25,785 | $ 59,636 | 51,447 | $ 254,351 | |
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 | ||
ZCS [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation | $ 0 | 0 | $ 0 | 0 | |
Total options | 2,200,000 | 2,200,000 | 2,200,000 | ||
ZPS [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 | ||
Warrant [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value of option | $ 124,485 | ||||
Expected life | 2 years | ||||
Number of shares purchase of common stock | 1,000,000 | ||||
Dividend yield | 0.00% | ||||
Warrants expense | $ 49,599 | 0 | $ 124,485 | 0 | |
Warrant [Member] | ZS [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation | $ 0 | 0 | $ 0 | 0 | |
Warrant [Member] | Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected volatility | 139.00% | ||||
Risk Free Interest Rate | 0.19% | ||||
Warrant [Member] | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected volatility | 140.40% | ||||
Risk Free Interest Rate | 0.36% | ||||
Stock Options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total options | 13,350,000 | 13,350,000 | 13,185,000 | ||
Expected life | 2 years | ||||
Dividend yield | 0.00% | ||||
Expected volatility | 141.40% | ||||
Risk Free Interest Rate | 1.00% | ||||
Stock Options [Member] | ZS [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation | $ 0 | $ 0 | $ 0 | $ 28,051 | |
Total options | 2,400,000 | 2,400,000 | 2,400,000 | ||
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 | 8,400,000 | 8,400,000 | |||
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 | 4,000,000 | 4,000,000 | |||
Shares available for grant | 1,000,000 | 1,000,000 | |||
Total options | 1,000,000 | 1,000,000 |
STOCK OPTIONS AND WARRANTS (Wei
STOCK OPTIONS AND WARRANTS (Weighted Average Assumptions Used to Estimate Fair Value of Stock Option and Warrant Grants) (Details) - Stock Options [Member] | 6 Months Ended |
Jun. 30, 2020$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk Free Interest Rate | 1.00% |
Expected Volatility | 141.40% |
Expected Life (in years) | 2 years |
Dividend Yield | 0.00% |
Weighted average estimated fair value of options during the period | $ 0.07 |
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, 2020 | Dec. 31, 2019 | ||
Weighted - Average Remaining Contractual Term (in years) | |||
Granted | 1 year 9 months 18 days | ||
Aggregate Intrinsic Value | |||
Closing stock price | $ 0.21 | ||
ZS [Member] | |||
Aggregate Intrinsic Value | |||
Closing stock price | $ 4 | ||
ZBS [Member] | |||
Number of Shares | |||
Balance at December 31, 2019 | 100,000 | ||
Balance at June 30, 2020 | 100,000 | 100,000 | |
Exercisable at June 30, 2020 | 100,000 | ||
Exercisable at June 30, 2020 and expected to vest thereafter | 100,000 | ||
Weighted-Average Exercise Price | |||
Balance at December 31, 2019 | $ 5 | ||
Balance at June 30, 2020 | 5 | $ 5 | |
Exercisable at June 30, 2020 | 5 | ||
Exercisable at June 30, 2020 and expected to vest thereafter | $ 5 | ||
Weighted - Average Remaining Contractual Term (in years) | |||
Balance at June 30, 2020 | 2 months 12 days | 8 months 12 days | |
Exercisable at June 30, 2020 | 2 months 12 days | ||
Exercisable at June 30, 2020 and expected to vest thereafter | 2 months 12 days | ||
Aggregate Intrinsic Value | |||
Balance at December 31, 2019 | [1] | ||
Balance at June 30, 2020 | [1] | ||
Exercisable at June 30, 2020 | [1] | ||
Exercisable at June 30, 2020 and expected to vest thereafter | [1] | ||
Closing stock price | $ 0.01 | ||
ZCS [Member] | |||
Number of Shares | |||
Balance at December 31, 2019 | 2,200,000 | ||
Balance at June 30, 2020 | 2,200,000 | 2,200,000 | |
Exercisable at June 30, 2020 | 2,200,000 | ||
Exercisable at June 30, 2020 and expected to vest thereafter | 2,200,000 | ||
Weighted-Average Exercise Price | |||
Balance at December 31, 2019 | $ 5 | ||
Balance at June 30, 2020 | 5 | $ 5 | |
Exercisable at June 30, 2020 | 5 | ||
Exercisable at June 30, 2020 and expected to vest thereafter | $ 5 | ||
Weighted - Average Remaining Contractual Term (in years) | |||
Balance at June 30, 2020 | 3 years 3 months 19 days | 3 years 9 months 18 days | |
Exercisable at June 30, 2020 | 3 years 3 months 19 days | ||
Exercisable at June 30, 2020 and expected to vest thereafter | 3 years 3 months 19 days | ||
Aggregate Intrinsic Value | |||
Balance at December 31, 2019 | [2] | ||
Balance at June 30, 2020 | [2] | ||
Exercisable at June 30, 2020 | [2] | ||
Exercisable at June 30, 2020 and expected to vest thereafter | [2] | ||
Closing stock price | $ 0.01 | ||
ZPS [Member] | |||
Number of Shares | |||
Balance at December 31, 2019 | 100,000 | ||
Balance at June 30, 2020 | 100,000 | 100,000 | |
Exercisable at June 30, 2020 | 100,000 | ||
Exercisable at June 30, 2020 and expected to vest thereafter | 100,000 | ||
Weighted-Average Exercise Price | |||
Balance at December 31, 2019 | $ 5 | ||
Balance at June 30, 2020 | 5 | $ 5 | |
Exercisable at June 30, 2020 | 5 | ||
Exercisable at June 30, 2020 and expected to vest thereafter | $ 5 | ||
Weighted - Average Remaining Contractual Term (in years) | |||
Balance at June 30, 2020 | 2 months 12 days | 8 months 12 days | |
Exercisable at June 30, 2020 | 2 months 12 days | ||
Exercisable at June 30, 2020 and expected to vest thereafter | 2 months 12 days | ||
Aggregate Intrinsic Value | |||
Balance at December 31, 2019 | [3] | ||
Balance at June 30, 2020 | [3] | ||
Exercisable at June 30, 2020 | [3] | ||
Exercisable at June 30, 2020 and expected to vest thereafter | [3] | ||
Closing stock price | $ 0.01 | ||
Stock Options [Member] | |||
Number of Shares | |||
Balance at December 31, 2019 | 13,185,000 | ||
Granted | 325,000 | ||
Expired/cancelled | (160,000) | ||
Balance at June 30, 2020 | 13,350,000 | 13,185,000 | |
Exercisable at June 30, 2020 | 13,216,667 | ||
Exercisable at June 30, 2020 and expected to vest thereafter | 13,350,000 | ||
Weighted-Average Exercise Price | |||
Balance at December 31, 2019 | $ 0.69 | ||
Granted | 0.90 | ||
Expired/cancelled | 0.86 | ||
Balance at June 30, 2020 | 0.69 | $ 0.69 | |
Exercisable at June 30, 2020 | 0.69 | ||
Exercisable at June 30, 2020 and expected to vest thereafter | $ 0.69 | ||
Weighted - Average Remaining Contractual Term (in years) | |||
Balance at June 30, 2020 | 1 year 10 months 25 days | 2 years 4 months 24 days | |
Granted | 1 year 9 months 18 days | ||
Exercisable at June 30, 2020 | 1 year 10 months 25 days | ||
Exercisable at June 30, 2020 and expected to vest thereafter | 1 year 10 months 25 days | ||
Aggregate Intrinsic Value | |||
Balance at December 31, 2019 | [4] | ||
Balance at June 30, 2020 | [4] | 5 | |
Exercisable at June 30, 2020 | [4] | 5 | |
Exercisable at June 30, 2020 and expected to vest thereafter | [4] | $ 5 | |
Closing stock price | $ 0.21 | ||
Stock Options [Member] | ZS [Member] | |||
Number of Shares | |||
Balance at December 31, 2019 | 2,400,000 | ||
Balance at June 30, 2020 | 2,400,000 | 2,400,000 | |
Exercisable at June 30, 2020 | 2,400,000 | ||
Exercisable at June 30, 2020 and expected to vest thereafter | 2,400,000 | ||
Weighted-Average Exercise Price | |||
Balance at December 31, 2019 | $ 5 | ||
Balance at June 30, 2020 | 5 | $ 5 | |
Exercisable at June 30, 2020 | 5 | ||
Exercisable at June 30, 2020 and expected to vest thereafter | $ 5 | ||
Weighted - Average Remaining Contractual Term (in years) | |||
Balance at June 30, 2020 | 3 years 1 month 6 days | 3 years 7 months 6 days | |
Exercisable at June 30, 2020 | 3 years 1 month 6 days | ||
Exercisable at June 30, 2020 and expected to vest thereafter | 3 years 1 month 6 days | ||
Aggregate Intrinsic Value | |||
Balance at December 31, 2019 | [5] | ||
Balance at June 30, 2020 | [5] | ||
Exercisable at June 30, 2020 | [5] | ||
Exercisable at June 30, 2020 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, 2020. | ||
[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, 2020. | ||
[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, 2020. | ||
[4] | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the closing stock price of $0.21 for REGO's common stock on June 30, 2020. | ||
[5] | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the value of $4.00 for ZS's common stock on June 30, 2020. |
STOCK OPTIONS AND WARRANTS (S_2
STOCK OPTIONS AND WARRANTS (Schedule of Unvested Options) (Details) - Stock Options [Member] | 6 Months Ended |
Jun. 30, 2020$ / sharesshares | |
Shares | |
Balance at December 31, 2019 | shares | 233,333 |
Granted | shares | 325,000 |
Expired/cancelled | shares | (100,000) |
Vested | shares | (325,000) |
Balance at June 30, 2020 | shares | 133,333 |
Weighted - Average Grant Date Fair Value | |
Balance at December 31, 2019 | $ / shares | $ 0.20 |
Granted | $ / shares | 0.07 |
Expired/cancelled | $ / shares | 0.25 |
Vested | $ / shares | 0.05 |
Balance at June 30, 2020 | $ / shares | $ 0.25 |
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, 2020USD ($)$ / sharesshares | ||
Number of Shares | ||
Balance at December 31, 2019 | shares | 4,427,020 | |
Granted | shares | 1,000,000 | |
Expired | shares | (1,852,020) | |
Balance at June 30, 2020 | shares | 3,575,000 | |
Exercisable at June 30, 2020 | shares | 3,575,000 | |
Exercisable at June 30, 2020 and expected to vest thereafter | shares | 3,575,000 | |
Weighted Average Exercise Price | ||
Balance December 31, 2019 | $ 0.90 | |
Granted | 0.90 | |
Expired | 0.90 | |
Balance June 30, 2020 | 0.90 | |
Exercisable at June 30, 2020 | 0.90 | |
Exercisable at June 30, 2020 and expected to vest thereafter | $ 0.90 | |
Weighted - Average Remaining Contractual Term (in Years) | ||
Balance December 31, 2019 | 1 year | |
Granted | 1 year 9 months 18 days | |
Balance as of June 30, 2020 | 1 year 3 months 19 days | |
Exercisable at June 30, 2020 | 1 year 3 months 19 days | |
Exercisable at June 30, 2020 and expected to vest thereafter | 1 year 3 months 19 days | |
Aggregate Intrinsic Value | ||
Balance December 31, 2019 | $ | [1] | |
Granted | $ | [1] | |
Balance June 30, 2020 | $ | [1] | |
Exercisable at June 30, 2020 | $ | [1] | |
Exercisable as of June 30, 2020 and expected to vest thereafter | $ | [1] | |
Closing stock price | $ 0.21 | |
ZS [Member] | ||
Number of Shares | ||
Balance at December 31, 2019 | shares | 83,334 | |
Balance at June 30, 2020 | shares | 83,334 | |
Exercisable at June 30, 2020 | shares | 83,334 | |
Exercisable at June 30, 2020 and expected to vest thereafter | shares | 83,334 | |
Weighted Average Exercise Price | ||
Balance December 31, 2019 | $ 3 | |
Balance June 30, 2020 | 3 | |
Exercisable at June 30, 2020 | 3 | |
Exercisable at June 30, 2020 and expected to vest thereafter | $ 3 | |
Weighted - Average Remaining Contractual Term (in Years) | ||
Balance December 31, 2019 | 1 year 9 months 18 days | |
Balance as of June 30, 2020 | 1 year 3 months 19 days | |
Exercisable at June 30, 2020 | 1 year 3 months 19 days | |
Exercisable at June 30, 2020 and expected to vest thereafter | 1 year 3 months 19 days | |
Aggregate Intrinsic Value | ||
Balance December 31, 2019 | $ | $ 83 | [2] |
Balance June 30, 2020 | $ | 83 | [2] |
Exercisable at June 30, 2020 | $ | 83 | [2] |
Exercisable as of June 30, 2020 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 $0.21 for Rego's common stock on June 30, 2020. | |
[2] | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the value of $4.00 for ZS's common stock on June 30, 2020. |
NONCONTROLLING INTERESTS (Detai
NONCONTROLLING INTERESTS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Noncontrolling Interest [Abstract] | ||||
Net loss attributable to noncontrolling interests | $ 469 | $ 724 | $ 726 | $ 6,481 |
OPERATING LEASES (Details)
OPERATING LEASES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Leases [Abstract] | ||||
Total rent expense under leases | $ 1,639 | $ 6,352 | $ 11,986 | $ 13,682 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Beneficial Owner [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party expenses | $ 45,000 | $ 45,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Aug. 14, 2020 | Aug. 13, 2020 | Aug. 14, 2020 | Aug. 12, 2020 | Jun. 30, 2020 |
Subsequent Event [Line Items] | |||||
Unrecognized compensation | $ 0 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Number of shares to be issued at Beta Product Launch on November 18, 2020 | 62,500 | ||||
Number of shares to be issued upon first product revenue on January 18, 2021 | 62,500 | ||||
Number of shares to be issued when technology passes potential buyer’s due diligence on February 18, 2021 | 125,000 | ||||
Salary per employment agreement | $ 200,000 | ||||
Unrecognized compensation | $ 117,514 | ||||
Unrecognized compensation cost, period of recognition | 2 years | ||||
Subsequent Event [Member] | Share Issuance Tranche One [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock shares that can be purchased per employment agreement | 500,000 | ||||
Vesting description | Vest immediately | ||||
Exercise price | $ 0.25 | ||||
Term of stock based compensation | P5Y | ||||
Subsequent Event [Member] | Share Issuance Tranche Two [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock shares that can be purchased per employment agreement | 500,000 | ||||
Vesting description | Vest immediately | ||||
Term of stock based compensation | P5Y | ||||
Subsequent Event [Member] | Share Issuance Tranche Three [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock shares that can be purchased per employment agreement | 250,000 | ||||
Vesting description | Vest immediately | ||||
Subsequent Event [Member] | Share Issuance Tranche Four [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock shares that can be purchased per employment agreement | 250,000 | ||||
Vesting description | Upon the sale of the Company or change in control of the Company of more than 50% of the Company | ||||
Subsequent Event [Member] | 4% secured convertible notes payable-stockholders [Member] | |||||
Subsequent Event [Line Items] | |||||
Proceeds from issuance of debt | $ 1,700,000 | ||||
Notes payable exchanged principal amount | $ 107,000 |