Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 15, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Entity Central Index Key | 0001437283 | |
Document Period End Date | Sep. 30, 2021 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 0-53944 | |
Entity Registrant Name | REGO PAYMENT ARCHITECTURES, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 35-2327649 | |
Entity Address, Address Line One | 325 Sentry Parkway | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Blue Bell | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 19422 | |
City Area Code | 267 | |
Local Phone Number | 465-7530 | |
Entity Information, Former Legal or Registered Name | N/A | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 123,366,102 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 1,719,658 | $ 273,176 |
Prepaid expenses | 108,157 | 162,840 |
Deposits | 341 | 341 |
TOTAL CURRENT ASSETS | 1,828,156 | 436,357 |
OTHER ASSETS | ||
Patents and trademarks, net of accumulated amortization of $244,527 and $221,925 | 347,081 | 328,486 |
Total other assets | 347,081 | 328,486 |
TOTAL ASSETS | 2,175,237 | 764,843 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 5,797,781 | 5,631,518 |
Accounts payable and accrued expenses - related parties | 169,599 | 289,704 |
Embedded derivative liability | 10,987,578 | |
Paycheck protection program loan payable | 81,500 | |
Loans payable | 42,600 | 42,600 |
Deferred revenue | 200,000 | |
10% Secured convertible notes payable - stockholders | 3,116,357 | |
Notes payable - stockholders, net of discount of $0 and $40,031 | 595,000 | 1,095,000 |
4% Secured convertible notes payable - stockholders | 9,494,250 | |
Preferred stock dividend liability | 7,657,251 | 7,195,243 |
TOTAL CURRENT LIABILITIES | 14,262,231 | 38,133,750 |
LONG-TERM LIABILITIES | ||
10% secured convertible notes payable - stockholders | 3,316,357 | |
4% secured convertible notes payable - stockholders | 14,781,250 | |
TOTAL LONG-TERM LIABILITIES | 18,097,607 | |
CONTINGENCIES | ||
STOCKHOLDERS' DEFICIT | ||
Common stock, $ .0001 par value; 230,000,000 shares authorized; 123,366,102 shares issued and outstanding at September 30, 2021 and 120,096,866 shares issued and outstanding at December 31, 2020 | 12,337 | 12,010 |
Additional paid in capital | 67,331,777 | 61,447,232 |
Accumulated deficit | (97,456,125) | (98,770,661) |
Noncontrolling interests | (72,603) | (57,502) |
STOCKHOLDERS' DEFICIT | (30,184,601) | (37,368,907) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 2,175,237 | 764,843 |
Preferred Stock Series A [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock | 10 | 11 |
Series B Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock | 3 | 3 |
Preferred Stock Series C [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Patents and trademarks, accumulated amortization | $ 244,527 | $ 221,925 |
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 | 123,366,102 | 120,096,866 |
Common stock, shares outstanding | 123,366,102 | 120,096,866 |
Preferred Stock Series A [Member] | ||
Preferred stock, shares authorized | 195,500 | 195,500 |
Preferred stock, shares issued | 102,350 | 107,850 |
Preferred stock, shares outstanding | 102,350 | 107,850 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 222,222 | 222,222 |
Preferred stock, shares issued | 33,656 | 28,378 |
Preferred stock, shares outstanding | 33,656 | 28,378 |
Preferred Stock Series C [Member] | ||
Preferred stock, shares authorized | 300,000 | 300,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
NET REVENUE | $ 1,068 | $ 2,341 | ||
OPERATING EXPENSES | ||||
Transaction expense | 38,389 | 114,448 | ||
Sales and marketing | 178,404 | 22,784 | 802,017 | 41,123 |
Product development | 631,977 | 474,151 | 2,279,893 | 667,604 |
General and administrative | 208,497 | 928,181 | 5,299,285 | 1,605,535 |
Total operating expenses | 1,057,267 | 1,425,116 | 8,495,643 | 2,314,262 |
NET OPERATING LOSS | (1,056,199) | (1,425,116) | (8,493,302) | (2,314,262) |
OTHER INCOME (EXPENSE) | ||||
Interest income | 51 | 310 | ||
Forgiveness of debt | 422,419 | 95,425 | 422,419 | |
Interest expense | (252,621) | (192,216) | (828,568) | (572,563) |
Change in fair value of embedded derivative liability | (232,600) | (232,600) | ||
Total other expense | (252,570) | (2,397) | (732,833) | (382,744) |
NET LOSS | (1,308,769) | (1,427,513) | (9,226,135) | (2,697,006) |
LESS: Accrued preferred dividends | 72,219 | (271,780) | (462,008) | (815,340) |
Net loss attributable to noncontrolling interests | 313 | 101 | 1,039 | |
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (1,236,550) | $ (1,698,980) | $ (9,688,042) | $ (3,511,307) |
BASIC AND DILUTED NET LOSS PER COMMON SHARE | $ (0.01) | $ (0.01) | $ (0.08) | $ (0.03) |
BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | 123,366,102 | 119,596,866 | 122,574,431 | 119,666,310 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Deficit - USD ($) | Preferred Stock [Member]Preferred Stock Series A [Member] | Preferred Stock [Member]Series B Preferred Stock [Member] | Preferred Stock [Member]Preferred Stock Series C [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Noncontrolling Interests | Total |
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 | |||||
Adoption of new accounting principle for embedded derivative liabilities | ||||||||
Issuance of common stock for accounts payable | ||||||||
Net loss | (2,697,006) | |||||||
Balance at Sep. 30, 2020 | $ 11 | $ 3 | $ 12,010 | 61,324,464 | (86,627,250) | 190,010 | (25,100,752) | |
Balance, shares at Sep. 30, 2020 | 107,850 | 28,378 | 120,096,866 | |||||
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 | (266,780) | (5,000) | (271,780) | |||||
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 | |||||
Fair value of common stock issued for services | $ 75 | 187,425 | 187,500 | |||||
Fair value of common stock issued for services, shares | 750,000 | |||||||
Common stock forfeited | $ (25) | 25 | ||||||
Common stock forfeited, shares | (250,000) | |||||||
Fair value of warrants for services | 59,563 | 59,563 | ||||||
Fair value of options for services | 629,690 | 629,690 | ||||||
Fair value of options issued for forgiveness of debt | 27,690 | 27,690 | ||||||
Fair value of options for interest | 10,290 | 10,290 | ||||||
Accrued preferred dividends | (266,780) | (5,000) | (271,780) | |||||
Net loss | (1,427,200) | (313) | (1,427,513) | |||||
Balance at Sep. 30, 2020 | $ 11 | $ 3 | $ 12,010 | 61,324,464 | (86,627,250) | 190,010 | (25,100,752) | |
Balance, shares at Sep. 30, 2020 | 107,850 | 28,378 | 120,096,866 | |||||
Balance at Dec. 31, 2020 | $ 11 | $ 3 | $ 12,010 | 61,447,232 | (98,770,661) | (57,502) | (37,368,907) | |
Balance, shares at Dec. 31, 2020 | 107,850 | 28,378 | 120,096,866 | |||||
Adoption of new accounting principle for embedded derivative liabilities | 10,987,578 | 10,987,578 | ||||||
Balance, adjusted at Dec. 31, 2020 | $ 11 | $ 3 | $ 12,010 | 61,447,232 | (87,783,083) | (57,502) | (26,381,329) | |
Balance, shares adjusted at Dec. 31, 2020 | 107,850 | 28,378 | 120,096,866 | |||||
Conversion of Series A Preferred shares into common stock | $ (1) | $ 61 | (60) | |||||
Conversion of Series A Preferred shares into common stock, shares | (5,500) | 611,111 | ||||||
Issuance of common stock to board members and employees | $ 180 | 1,929,820 | 1,930,000 | |||||
Issuance of common stock to board members and employees, shares | 1,800,000 | |||||||
Issuance of common stock for accounts payable | $ 15 | 134,985 | 135,000 | |||||
Issuance of common stock for accounts payable, shares | 150,000 | |||||||
Exercise of options, cashless | $ 8 | 19,992 | 20,000 | |||||
Exercise of options, cashless, shares | 80,000 | |||||||
Fair value of options for software | 111,817 | 111,817 | ||||||
Fair value of options for services | 1,417,625 | 1,417,625 | ||||||
Accrued preferred dividends | (262,114) | (5,000) | (267,114) | |||||
Net loss | (4,645,700) | (101) | (4,645,801) | |||||
Balance at Mar. 31, 2021 | $ 10 | $ 3 | $ 12,274 | 65,061,411 | (92,690,897) | (62,603) | (27,679,802) | |
Balance, shares at Mar. 31, 2021 | 102,350 | 28,378 | 122,737,977 | |||||
Balance at Dec. 31, 2020 | $ 11 | $ 3 | $ 12,010 | 61,447,232 | (98,770,661) | (57,502) | (37,368,907) | |
Balance, shares at Dec. 31, 2020 | 107,850 | 28,378 | 120,096,866 | |||||
Adoption of new accounting principle for embedded derivative liabilities | 10,987,578 | |||||||
Balance, adjusted at Dec. 31, 2020 | $ 11 | $ 3 | $ 12,010 | 61,447,232 | (87,783,083) | (57,502) | (26,381,329) | |
Balance, shares adjusted at Dec. 31, 2020 | 107,850 | 28,378 | 120,096,866 | |||||
Issuance of common stock for accounts payable | 135,000 | |||||||
Net loss | (9,226,135) | |||||||
Balance at Sep. 30, 2021 | $ 10 | $ 3 | $ 12,337 | 67,331,777 | (97,456,125) | (72,603) | (30,184,601) | |
Balance, shares at Sep. 30, 2021 | 102,350 | 33,656 | 123,366,102 | |||||
Balance at Mar. 31, 2021 | $ 10 | $ 3 | $ 12,274 | 65,061,411 | (92,690,897) | (62,603) | (27,679,802) | |
Balance, shares at Mar. 31, 2021 | 102,350 | 28,378 | 122,737,977 | |||||
Issuance of common stock to board members and employees | $ 60 | 620,940 | 621,000 | |||||
Issuance of common stock to board members and employees, shares | 600,000 | |||||||
Exercise of options, cashless | $ 3 | (3) | ||||||
Exercise of options, cashless, shares | 28,125 | |||||||
Fair value of options for services | 1,161,089 | 1,161,089 | ||||||
Accrued preferred dividends | (262,113) | (5,000) | (267,113) | |||||
Net loss | (3,271,565) | (3,271,565) | ||||||
Balance at Jun. 30, 2021 | $ 10 | $ 3 | $ 12,337 | 66,843,437 | (96,224,575) | (67,603) | (29,436,391) | |
Balance, shares at Jun. 30, 2021 | 102,350 | 28,378 | 123,366,102 | |||||
Sale of Series B Preferred stock | 475,020 | 475,020 | ||||||
Sale of Series B Preferred stock, share | 5,278 | |||||||
Fair value of options for services | 13,320 | 13,320 | ||||||
Accrued preferred dividends | 77,219 | (5,000) | 72,219 | |||||
Net loss | (1,308,769) | (1,308,769) | ||||||
Balance at Sep. 30, 2021 | $ 10 | $ 3 | $ 12,337 | $ 67,331,777 | $ (97,456,125) | $ (72,603) | $ (30,184,601) | |
Balance, shares at Sep. 30, 2021 | 102,350 | 33,656 | 123,366,102 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (9,226,135) | $ (2,697,006) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Fair value of options issued for interest on notes payable | 14,760 | |
Fair value of common stock issued in exchange for services | 2,551,000 | 187,500 |
Fair value of options and warrants issued in exchange for services | 2,592,035 | 888,405 |
Change in fair value of embedded derivative liabiilty | 232,600 | |
Accretion of discount on notes payable | 40,031 | |
Impairment loss | 111,817 | |
Depreciation and amortization | 22,602 | 21,123 |
Forgiveness of debt | (95,425) | 422,419 |
Increase in assets | ||
Prepaid expenses | 54,683 | (213,905) |
Increase (decrease) in liabilities | ||
Accounts payable and accrued expenses | 382,187 | 131,737 |
Accounts payable and accrued expenses - related parties | (120,106) | (386,612) |
Net cash used in operating activities | (3,727,342) | (1,358,948) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Investment in patents | (41,196) | |
Net cash used in investing activities | (41,196) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Exercise of options | 20,000 | |
Proceeds from sale of Series B Preferred stock | 475,020 | |
Proceeds from notes payable - stockholders | 15,000 | |
Repayment of notes payable - stockholders | (50,000) | (15,000) |
Proceeds from convertible notes payable - stockholders | 4,770,000 | 1,860,000 |
Proceeds from paycheck protection program loan | 81,500 | |
Net cash provided by financing activities | 5,215,020 | 1,941,500 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 1,446,482 | 582,552 |
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 273,176 | 430,076 |
CASH AND CASH EQUIVALENTS - END OF PERIOD | 1,719,658 | 1,012,628 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid during year for: Interest | 71,606 | |
Cash paid during year for: Income taxes | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: | ||
Accrued preferred dividends | 462,008 | 815,341 |
Exchange of notes payable - stockholders for 4% secured convertible notes payable | 107,000 | |
Forfeited common stock | 25 | |
Options issued for software | 111,817 | |
Issuance of common stock for accounts payable | 135,000 | |
Conversion of Series A Preferred stock to common stock | 61 | |
Adoption of new accounting principle for embedded derivative liabilities affecting accumulated deficit | 10,987,578 | |
Exchange of deferred revenue for 10% convertible notes payable | 200,000 | |
Cashless conversion of options into common stock | 3 | |
Exchange of note payable - stockholder and accrued interest for 4% convertible note payable | $ 517,000 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
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 provider of consumer software that delivers a mobile payment platform solution—Mazoola SM Management believes that building on its COPPA advantage, the future of REGO Payment Architectures, Inc. will be based on the foundational architecture of the Platform that will allow its use across multiple financial markets where secure controlled payments are needed. The Company intends to license in each alternative field of use the ability for its partners, distributors and/or value-added resellers to private label each of the alternative markets. These partners would 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 the Platform will 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 and licensing 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. During the year ended December 31, 2020, the minority common shareholders of ZS exchanged their shares in ZS for REGO 10% secured convertible notes payable. REGO now owns 100% 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. There were minimal operations at ZS during the three and nine months ended September 30, 2021 and 2020. 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 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. There were minimal operations at ZPS during the three and nine months ended September 30, 2021 and 2020. 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 was focused on blockchain as a business solution for the retail and Consumer Packaged Goods (“CPG”) industries. There were minimal operations at ZBS during the three and nine months ended September 30, 2021 and 2020. 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 was focused on providing a highly secure cloud storage as a service. There were minimal operations at ZCS during the three and nine months ended September 30, 2021 and 2020. 10 Table of Contents 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. There were minimal operations at ZAS during the three and nine months ended September 30, 2021 and 2020. REGO Data Solutions, Inc. (“RDS”) RDS was incorporated in the State of Delaware on February 25, 2021 as a wholly-owned subsidiary of REGO for the purpose of maintaining data collected by Mazoola SM There were minimal operations at RDS during the three and nine months ended September 30, 2021. 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 2020 Annual Report on Form 10-K (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, 2020 as filed with the SEC. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional financing to operationalize the Company’s current technology before another company develops similar technology to compete with the Company. Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes 11 Table of Contents In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. Recently Issued Accounting Pronouncements Not Yet Adopted As of September 30, 2021, 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 | 9 Months Ended |
Sep. 30, 2021 | |
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 currently needs to generate revenue in order to sustain its operations. In the event that the Company cannot generate sufficient revenue to sustain its operations, the Company will need to reduce expenses or obtain financing through the sale of debt and/or equity securities. The issuance of additional equity would result in dilution to existing shareholders. If the Company is unable to obtain additional funds when they are needed or if such funds cannot be obtained on terms acceptable to the Company, the Company would be unable to execute upon the business plan or pay costs and expenses as they are incurred, which would have a material, adverse effect on the business, financial condition and results of operations. The Company’s current monetization model is to derive revenues from levels of 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. The Covid-19 pandemic caused a significant economic slowdown that adversely affected the demand for services. While the Company expects this matter to negatively impact its results of operations, cash flow and financial position, the future financial impact cannot be reasonably estimated at this time. As of November 15, 2021, the Company has a cash position of approximately $1.2 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 January 2022. |
IMPAIRMENT OF LONG-LIVED ASSETS
IMPAIRMENT OF LONG-LIVED ASSETS | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
IMPAIRMENT OF LONG-LIVED ASSETS | NOTE 3 – IMPAIRMENT OF LONG-LIVED ASSETS On January 1, 2021, REGO entered into a Purchase of Business Agreement (“Agreement”) with Chore Check, LLC pursuant to which it purchased the assets of Chore Check, LLC, consisting primarily of a software application, valued at $111,817, fair value. The consideration for the acquisition consisted of the issuance of an option to purchase 100,000 shares of the Company’s common stock, with an exercise price of $0.90, vesting immediately and with a term of three years. Long-lived assets are tested for impairment by performing a qualitative assessment to determine whether it is more likely than not that the fair value is less than the carrying value. Long-lived assets are considered impaired if the carrying value exceeds its fair value. We determined that the carrying value of the asset acquired from Chore Check, LLC exceeded its fair value and have recorded an impairment loss in the amount of $111,817 as of March 31, 2021, which is included in general and administrative expenses. |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - RELATED PARTIES | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - RELATED PARTIES | NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES - RELATED PARTIES As of September 30, 2021 and December 31, 2020, the Company owed the Chief Executive Officer, who is also a more than 5% beneficial owner, a total of $127,877 and $184,507, consisting of $127,877 and $78,462 in unpaid salary and consulting fees to a company owned by the Chief Executive Officer of $0 and $106,045. Additionally, as of September 30, 2021 and December 31, 2020, the Company owed the son of a more than 5% beneficial owner, Chief Executive Officer, President and Board member, $10,349 and $21,549, pursuant to a consulting agreement. As of September 30, 2021 and December 31, 2020, the Company owed the Chief Financial Officer $31,373 and $83,648 in unpaid salary. |
PAYCHECK PROTECTION PROGRAM LOA
PAYCHECK PROTECTION PROGRAM LOAN PAYABLE | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
PAYCHECK PROTECTION PROGRAM LOAN PAYABLE | NOTE 5 – 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 On January 28, 2021, the Company received notification from the lender that its Paycheck Protection Program loan had been forgiven in full by the Small Business Administration in the amount of $79,500, and that no further payments were required. Therefore, the Company recorded derecognition of the liability in accordance with FASB ASC 405-20, Liabilities-Extinguishment of Liabilities Additionally, the Economic Injury Disaster Loan of $2,000 ($1,000 per employee) does not require repayment and was also recognized as forgiveness of debt. |
LOANS PAYABLE
LOANS PAYABLE | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
LOANS PAYABLE | NOTE 6 – LOANS PAYABLE Loans payable as of September 30, 2021 and December 31, 2020 were $42,600. Interest accrued on the loans at 0% and 10% was $3,550 and $2,790 as of September 30, 2021 and December 31, 2020. Interest expense related to these loans payable was $256 and $760 for the three and nine months ended September 30, 2021 and $1,465 and $4,366 for the three and nine months ended September 30, 2020. |
DEFERRED REVENUE
DEFERRED REVENUE | 9 Months Ended |
Sep. 30, 2021 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
DEFERRED REVENUE | NOTE 7 – DEFERRED REVENUE The Company received $200,000 in May 2018 as a down payment to develop software for the automotive industry. During the nine months ended September 30, 2021, the Company exchanged $200,000 of deferred revenue for a 10% Secured Convertible Note Payable in the amount of $200,000 (Note 8). |
10% SECURED CONVERTIBLE NOTES P
10% SECURED CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS | 9 Months Ended |
Sep. 30, 2021 | |
Convertible Debt [Abstract] | |
10% SECURED CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS | NOTE 8 – 10% SECURED CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS On March 6, 2015, the Company, pursuant to a Securities Purchase Agreement (the “Purchase Agreement”), issued $2,000,000 aggregate principal amount of its 10% Secured Convertible Promissory Notes due March 5, 2016 (the “Notes”) to certain stockholders. On May 11, 2015, the Company issued an additional $940,000 of Notes to stockholders. The maturity dates of the Notes have been extended most recently to October 31, 2022, with the consent of the Note holders. The Notes are convertible by the holders, at any time, into shares of the Company’s Series B Preferred Stock at a conversion price of $90.00 per share, subject to adjustment for stock splits, stock dividends and similar transactions with respect to the Series B Preferred Stock only. Each share of Series B Preferred Stock is currently convertible into 100 shares of the Company’s common stock at a current conversion price of $0.90 per share, subject to anti-dilution adjustment as described in the Certificate of Designation of the Series B Preferred Stock. In addition, pursuant to the terms of a Security Agreement entered into on May 11, 2015 by and among the Company, the Note holders and a collateral agent acting on behalf of the Note holders (the “Security Agreement”), the Notes are secured by a lien against substantially all of the Company’s business assets. Pursuant to the Purchase Agreement, the Company also granted piggyback registration rights to the holders of the Series B Preferred Stock upon a conversion of the Notes. During the nine months ended September 30, 2021, the Company exchanged $200,000 of deferred revenue for a 10% Secured Convertible Note Payable in the amount of $200,000 (Note 7). The Notes are recorded as a long-term liability as of September 30, 2021 and a current liability as of December 31, 2020 in the amount of $3,316,357 and 3,116,357. Interest accrued on the Notes was $2,096,693 and $1,855,368 as of September 30, 2021 and December 31, 2020. Interest expense related to these Notes payable was $82,909 and $241,325 for the three and nine months ended September 30, 2021 and $70,329 and $210,987 for three and nine months ended September 30, 2020. |
NOTES PAYABLE - STOCKHOLDERS
NOTES PAYABLE - STOCKHOLDERS | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE - STOCKHOLDERS | NOTE 9 – NOTES PAYABLE – STOCKHOLDERS During the nine months ended September 30, 2021 and 2020, the Company issued $100,000 and $0 aggregate principal amount of its notes payable - stockholders with no formal repayment terms and 10% interest. This loan also included an option to purchase 100,000 shares of the Company’s common stock with an exercise price of $1.20 and a term of two years. The option was valued at $74,518 fair value, using the Black-Scholes option pricing model to calculate the grant-date fair value of the option, with the following assumptions: no dividend yield, expected volatility of 124.3%, risk free interest rate of 0.11% and expected life of 2 years. The relative fair value of the option of $42,699 was recorded as a discount to the loan payable in accordance with FASB ASC 835-30-25, Recognition, During the nine months ended September 30, 2021, the Company repaid $50,000 principal of one of the loans outstanding and then later exchanged the remaining $450,000 principal of that loan for a 4% Secured Convertible Note in the amount of $517,000, which included accrued interest of $67,000 (Note 10). The holder of this Note was given an option to purchase a total of 88,889 shares of the Company’s Series B Preferred Stock, which requires all cash purchases of Series B Preferred Stock at $90.00 per share, as detailed below, to be made to the Company by the due dates in order to prevent the termination of the option as follows: 1. $200,000 on or before July 20, 2021, unless the option has previously terminated. 2. $250,000 on or before August 23, 2021, unless the option has previously terminated. 3. $300,000 on or before October 4, 2021, unless the option has previously terminated. 4. $350,000 on or before November 5, 2021, unless the option has previously terminated. 5. $400,000 on or before December 6, 2021, unless the option has previously terminated. 6. $500,000 on or before January 3, 2022, unless the option has previously terminated. 7. In order to prevent the termination of the option, unless it has previously terminated, the Holder of the option must purchase $500,000 of the Company’s Series B Preferred Stock (5,556 shares) on or before February 7, 2022 and continuing on the first Monday of every subsequent month, until a total of $8 million of the Company’s Series B Preferred Stock has been purchased. 14 Table of Contents 8. In addition to the other termination clauses, the option will terminate and be of no further force or effect ten days after the occurrence of any of the following events, however nothing will prevent the holder from purchasing up to $8 million in the aggregate of the Company’s Series B Preferred Stock during the ten day period: a. Execution by the Company of an engagement letter with a “major bracket” investment banking firm. b. Upon the Company entering into a definitive agreement with respect to a specified Norway white label transaction. c. Upon the MazoolaPay SM i. Demandware ii. Magento iii. WooCommerce iv. Shopify v. BigCommerce vi. Wix vii. Squarespace viii. Square Online d. Upon the Company entering into a definitive agreement to white label the MazoolaPay SM The option to purchase $8 million of the Company’s Series B Preferred Stock with an exercise price of $90.00, a term of 1.5 months and fully vested was valued at $0, fair value. The option was valued using the Black-Scholes option pricing model to calculate the grant-date fair value of the option, with the following assumptions: no dividend yield, expected volatility of 0%, risk free interest rate of 0.04% and expected life of 1.5 months. The options to purchase Series B Preferred Stock on July 20, 2021 and August 23, 2021, were exercised by the holder of the note payable and the Company issued 5,000 shares of Series B Preferred Stock (Note 12). On September 30, 2021, the Company extended the deadline date for the exercise of the option expiring on October 4, 2021 to November 1, 2021 related to the $517,000 note payable (Note 9) and revalued the option accordingly. The option to purchase $8 million of the Company’s Series B Preferred Stock with an exercise price of $90.00, a term of 1.5 months and fully vested was revalued at $0, fair value. The option was valued using the Black-Scholes option pricing model to calculate the grant-date fair value of the option, with the following assumptions: no dividend yield, expected volatility of 0%, risk free interest rate of 0.07% and expected life of 1.5 months. These notes payable are recorded as a current liability as of September 30, 2021 and December 31, 2020 in the amount of $595,000 and $1,095,000. Interest accrued on the notes, as of September 30, 2021 and December 31, 2020 was $174,781 and $115,917. Interest expense including accretion of discount was $20,844 and $204,411 for the three and nine months ended September 30, 2021 and $21,727 and $104,740 for the three and nine months ended September 30, 2020. |
4% SECURED CONVERTIBLE NOTES PA
4% SECURED CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS | 9 Months Ended |
Sep. 30, 2021 | |
Convertible Debt [Abstract] | |
4% SECURED CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS | NOTE 10 – 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. 15 Table of Contents The maturity dates of the New Secured Notes were extended by the investors to October 31, 2022. During the nine months ended September 30, 2021, the Company issued $4,770,000 aggregate principal amount of its New Secured Notes to certain investors. In addition, during the nine months ended September 30, 2021, the Company exchanged the remaining $450,000 principal of a Note Payable and accrued interest of $67,000 for a for 4% Secured Convertible Note in the amount of $517,000 (Note 9). The New Secured Notes are recorded as a long-term liability in the amount of $14,781,250 as of September 30, 2021 and a current liability in the amount of $9,494,250 as of December 31, 2020. Interest accrued on the New Secured Notes was $1,404,707 and $1,019,180 as of September 30, 2021 and December 31, 2020. Interest expense related to these notes payable was $148,036 and $385,527 for the three and nine months ended September 30, 2021 and $88,405 and $237,711 for the three and nine months ended September 30, 2020. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 11 – INCOME TAXES Income tax expense was $0 for the three and nine months ended September 30, 2021 and 2020. As of January 1, 2021, the Company had no unrecognized tax benefits, and accordingly, the Company did not recognize interest or penalties during 2021 related to unrecognized tax benefits. There has been no change in unrecognized tax benefits during the three and nine months ended September 30, 2021, and there was no accrual for uncertain tax positions as of September 30, 2021. Tax years from 2017 through 2020 remain subject to examination by major tax jurisdictions. There is no income tax benefit for the losses for the three and nine months ended September 30, 2021 and 2020, 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 | 9 Months Ended |
Sep. 30, 2021 | |
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |
CONVERTIBLE PREFERRED STOCK | NOTE 12 – CONVERTIBLE PREFERRED STOCK Rego Payment Architectures, Inc. Series A Preferred Stock The Series A Preferred Stock has a preference in liquidation equal to two times its original issue price, or $20,470,000, 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. On January 1, 2021, upon adoption of FASB ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity During the nine months ended September 30, 2021, certain holders of the Series A Preferred Stock converted 5,500 shares of the Series A Preferred Stock into 611,111 shares of the Company’s common stock. The Company reversed the cumulative accrued dividends associated with the shares upon conversion in the amount of $342,167. 16 Table of Contents 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 $6,058,080, 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. On January 1, 2021, upon adoption of FASB ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity During the third quarter of 2021, the Company sold 5,278 shares of the Company’s Series B Preferred Stock in private placements to accredited investors and received proceeds of $475,020, of which $450,000 was from the exercise of options issued with notes payable – stockholders (Note 9). Rego Payment Architectures, Inc. Series C Preferred Stock In August 2016, Rego authorized 150,000 shares of Rego’s Series C Cumulative Convertible Preferred Stock (“Series C Preferred Stock”). On August 23, 2021, Rego filed with the Delaware Secretary of State an Amendment to Certificate of Designation of Preferences, Rights and Limitations of Series C Cumulative Convertible Preferred Stock, pursuant to which the amount of authorized Series C Preferred Stock was increased from 150,000 shares to 300,000 shares. As of September 30, 2021, none of the Series C Preferred Stock was issued or outstanding. After the date of issuance of Series C Preferred Stock, dividends at the rate of $7.20 per share will begin accruing and will be cumulative. The Series C Preferred Stock is pari passu with the Series A Preferred Stock and Series B Preferred Stock and has a preference in liquidation equal to seven times its original issue price to be paid out of assets available for distribution prior to holders of common stock and thereafter participates with the holders of common stock in any remaining proceeds subject to an aggregate cap of 7.5 times its original issue price. The Series C Preferred Stockholders may cast the number of votes equal to the number of whole shares of common stock into which the shares of Series C Preferred Stock can be converted. The Series C Preferred Stock also contains customary approval rights with respect to certain matters. There are no outstanding Series C Preferred Shares, therefore the current per annum dividend per share is $0. As of September 30, 2021, the value of the cumulative 8% dividends for all Rego preferred stock was $7,598,918. 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. 17 Table of Contents As of September 30, 2021, the value of the cumulative 8% dividends for ZS preferred stock was $58,333. 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 | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 13 – 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. Option Amendments and Adjustments On June 3, 2021, the Board of Directors approved amendments extending the term of certain outstanding options to purchase in the aggregate 600,000 shares of common stock of the Company at exercise prices of $0.90 per share. These options were scheduled to expire at various dates during 2021 and were each extended to June 15, 2022. The increase in fair value of this term extension was $258,622 which was expensed during the nine months ended September 30, 2021. The Company used the Black-Scholes option pricing model to calculate the increase in fair value, with the following assumptions for the extended options: no dividend yield, expected volatility of 116.9%, risk free interest rate of 0.04%, and expected option life of 1.03 years. Issuance of Restricted Shares A restricted stock award (“RSA”) is an award of common shares that is subject to certain restrictions during a specified period. Restricted stock awards are independent of option grants and are generally subject to forfeiture if employment terminates prior to the release of the restrictions. The grantee cannot transfer the shares before the restricted shares vest. Shares of nonvested restricted stock have the same voting rights as common stock, are entitled to receive dividends and other distributions thereon and are considered to be currently issued and outstanding. The Company’s restricted stock awards generally vest over a period of one year. The Company expenses the cost of the restricted stock awards, which is determined to be the fair market value of the shares at the date of grant, straight-line over the period during which the restrictions lapse. For these purposes, the fair market value of the restricted stock is determined based on the closing price of the Company’s common stock on the grant date. During the three months ended March 31, 2021, the Company issued 150,000 shares of the Company’s common stock with a value of $0.90 at the time of issuance, with a fair value of $135,000, to a vendor in settlement of $135,000 of accounts payable. During the three months ended March 31, 2021, the Company issued a Board Member and the Chief Financial Officer 400,000 shares of the Company’s common stock each, with an aggregate fair value of $920,000 upon the launch of the Mazoola SM During the three months ended March 31, 2021, the Company issued the Chief Executive Officer, who is also a Board Member, 500,000 shares of the Company’s common stock with an aggregate fair value of $435,000, upon the Company raising $2,000,000. During the three months ended March 31, 2021, an employee exercised an option to purchase 80,000 shares of the Company’s common stock at $0.25 per share or $20,000. During the three months ended June 30, 2021, the Company issued the Chief Executive Officer, who is also a Board Member, 600,000 shares of the Company’s common stock with an aggregate fair value of $621,000, upon the Company raising funds above the previous $2 million requirement. During the three months ended June 30, 2021, an employee exercised an option to purchase 37,500 shares of the Company’s common stock at $0.25 per share on a cashless basis. This netted the employee 28,125 shares of the Company’s common stock. |
STOCK OPTIONS AND WARRANTS
STOCK OPTIONS AND WARRANTS | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK OPTIONS AND WARRANTS | NOTE 14 – STOCK OPTIONS AND WARRANTS During 2008, the Board of Directors (“Board”) of the Company adopted the 2008 Equity Incentive Plan (“2008 Plan”) that was approved by the stockholders. Under the 2008 Plan, the Company was authorized to grant options to purchase up to 25,000,000 shares of common stock to any officer, other employee or director of, or any consultant or other independent contractor who provides services to the Company. The 2008 Plan was intended to permit stock options granted to employees under the 2008 Plan to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (“Incentive Stock Options”). All options granted under the 2008 Plan, which are not intended to qualify as Incentive Stock Options are deemed to be non-qualified options (“Non-Statutory Stock Options”). As of September 30, 2021, under the 2008 Plan, options to purchase 1,250,000 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 September 30, 2021, under the 2013 Plan, grants of restricted stock and options to purchase 4,700,000 shares of common stock have been issued and are unexercised, and 300,000 shares of common stock remain available for grants under the 2013 Plan. The 2013 Plan is administered by the Board or its compensation committee, which determines the persons to whom awards will be granted, the number of awards to be granted, and the specific terms of each grant, including the vesting thereof, subject to the terms of the 2013 Plan. In connection with Incentive Stock Options, the exercise price of each option may not be less than 100% of the fair market value of the common stock on the date of the grant (or 110% of the fair market value in the case of a grantee holding more than 10% of the outstanding stock of the Company). Prior to January 1, 2014, volatility in all instances presented is the Company’s estimate of volatility that is based on the volatility of other public companies that are in closely related industries to the Company. Beginning January 1, 2014, volatility in all instances presented is the Company’s estimate of volatility that is based on the historical volatility of the Company’s common stock. The following table presents the weighted-average assumptions used to estimate the fair values of the stock options granted by REGO during the nine months ended September 30, 2021: Risk Free Interest Rate 0.3 % Expected Volatility 138.7 % Expected Life (in years) 3.1 Dividend Yield 0 % Weighted average estimated fair value of options during the period $ 0.75 During the nine months ended September 30, 2021, the Company issued options to purchase 3,147,500 shares of the Company’s common stock to various consultants and employees. The options were valued at $2,333,411 fair value, using the Black-Scholes option pricing model to calculate the grant-date fair value of the options. The fair value of options was expensed immediately. The Company also issued an option to purchase 100,000 shares of the Company’s common stock to Chore Check, LLC with a fair value of $111,817. The $111,817 was capitalized as fixed assets and subsequently deemed to be impaired in full and expensed (Note 3). 19 Table of Contents The following table summarizes the activities for REGO’s stock options for the nine months ended September 30, 2021: Options Outstanding Weighted - Average Remaining Aggregate Weighted - Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance, December 31, 2020 10,012,500 $ 0.50 2.5 $ 8,782 Granted 3,247,500 0.93 Exercised (117,500 ) 0.25 Expired (1,350,000 ) 0.75 Balance, September 30, 2021 11,792,500 $ 0.59 2.2 $ 4,804 Exercisable at September 30, 2021 11,792,500 $ 0.59 2.2 $ 4,804 Exercisable at September 30, 2021 and expected to vest thereafter 11,792,500 $ 0.59 2.2 $ 4,804 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the closing stock price of $0.99 for Rego’s common stock on September 30, 2021. Rego expensed $13,320 and $2,592,036 for the three months and nine months ended September 30, 2021 and $667,670 and $719,117 for the three and nine months ended September 30, 2020 with respect to options. As of September 30, 2021, there was $0 of unrecognized compensation cost related to outstanding stock options. The difference, if any, between the stock options exercisable at September 30, 2021 and the stock options exercisable and expected to vest relates to management’s estimate of options expected to vest in the future. 20 Table of Contents The following table summarizes the activities for REGO’s warrants for the nine months ended September 30, 2021: Warrants Outstanding Weighted - Average Remaining Aggregate Weighted - Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance, December 31, 2020 3,375,000 $ 0.90 1.1 $ 1,620 Expired (175,000 ) 0.90 - Balance, September 30, 2021 3,200,000 $ 0.90 0.4 $ 286 Exercisable at September 30, 2021 3,200,000 $ 0.90 0.4 $ 286 Exercisable at September 30, 2021 and expected to vest thereafter 3,200,000 $ 0.90 0.4 $ 286 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $0.99 for Rego’s common stock on September 30, 2021. Rego expensed $0 for the three and nine months ended September 30, 2021 and $59,563 and $184,048 for the three and nine months ended September 30, 2020 with respect to warrants. All warrants were vested on the date of grant. The following table summarizes the activities for ZS’s stock options for the nine months ended September 30, 2021: ZS Options Outstanding Weighted - Average Remaining Aggregate Weighted - Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance, December 31, 2020 1,600,000 $ 5.00 3.0 $ - Balance, September 30, 2021 1,600,000 $ 5.00 2.2 $ - Exercisable at September 30, 2021 1,600,000 $ 5.00 2.2 $ - Exercisable at September 30, 2021 and expected to vest thereafter 1,600,000 $ 5.00 2.2 $ - (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the value of $4.00 for ZS’s common stock on September 30, 2021. For the three and nine months ended September 30, 2021 and 2020, ZS expensed $0 with respect to options. 21 Table of Contents The following table summarizes the activities for ZS’s warrants for the nine months ended September 30, 2021: ZS Warrants Outstanding Weighted - Average Remaining Aggregate Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance, December 31, 2020 83,334 $ 3.00 0.9 $ 83 Balance, September 30, 2021 83,334 $ 3.00 0.1 $ 83 Exercisable at September 30, 2021 83,334 $ 3.00 0.1 $ 83 Exercisable at September 30, 2021 and expected to vest thereafter 83,334 $ 3.00 0.1 $ 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 September 30, 2021. For the three and nine months ended September 30, 2021 and 2020, ZS expensed $0 with respect to warrants. The following table summarizes the activities for ZCS’s stock options for the nine months ended September 30, 2021: ZCS Options Outstanding Weighted - Average Remaining Aggregate Weighted - Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance, December 31, 2020 1,600,000 $ 5.00 3.0 $ - Balance, September 30, 2021 1,600,000 $ 5.00 2.2 $ - Exercisable at September 30, 2021 1,600,000 $ 5.00 2.2 $ - Exercisable at September 30, 2021 and expected to vest thereafter 1,600,000 $ 5.00 2.2 $ - (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the value of $0.01 for ZCS’s common stock on September 30, 2021. For the three and nine months ended September 30, 2021 and 2020, ZCS expensed $0 with respect to options. |
NONCONTROLLING INTERESTS
NONCONTROLLING INTERESTS | 9 Months Ended |
Sep. 30, 2021 | |
Noncontrolling Interest [Abstract] | |
NONCONTROLLING INTERESTS | NOTE 15 – NONCONTROLLING INTERESTS Losses incurred by the noncontrolling interests for the three and nine months ended September 30, 2021 were $0 and $101 and for the three and nine months ended September 30, 2020 were $313 and $1,039. |
OPERATING LEASES
OPERATING LEASES | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
OPERATING LEASES | NOTE 16 – OPERATING LEASES For the three and nine months ended September 30, 2021, total rent expense under leases amounted to $805 and $3,087 and for the three and nine months ended September 30, 2020, total rent expense under leases amounted to $1,130 and $13,116. The Company has elected not to recognize right-of-use assets and lease liabilities arising from short-term leases. The Company has no long-term lease obligations as of September 30, 2021. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 17 – SUBSEQUENT EVENTS On October 29, 2021, the Company extended the deadline date for the exercise of the option expiring on November 1, 2021 to November 23, 2021 related to the $517,000 note payable (Note 9) and revalued the option accordingly. The option to purchase $8 million of the Company’s Series B Preferred Stock with an exercise price of $90.00, a term of 0.1 0.1 On November 5, 2021, the Company sold 556 shares of the Company’s Series B Preferred Stock in a private placement to an accredited investor and received proceeds of $50,000. On November 8, 2021, two Series A Preferred shareholders elected to convert a total of 750 shares of the Company’s Series A Preferred stock into 83,333 shares of the Company’s common stock. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
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 provider of consumer software that delivers a mobile payment platform solution—Mazoola SM Management believes that building on its COPPA advantage, the future of REGO Payment Architectures, Inc. will be based on the foundational architecture of the Platform that will allow its use across multiple financial markets where secure controlled payments are needed. The Company intends to license in each alternative field of use the ability for its partners, distributors and/or value-added resellers to private label each of the alternative markets. These partners would 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 the Platform will 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 and licensing 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. During the year ended December 31, 2020, the minority common shareholders of ZS exchanged their shares in ZS for REGO 10% secured convertible notes payable. REGO now owns 100% 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. There were minimal operations at ZS during the three and nine months ended September 30, 2021 and 2020. 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 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. There were minimal operations at ZPS during the three and nine months ended September 30, 2021 and 2020. 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 was focused on blockchain as a business solution for the retail and Consumer Packaged Goods (“CPG”) industries. There were minimal operations at ZBS during the three and nine months ended September 30, 2021 and 2020. 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 was focused on providing a highly secure cloud storage as a service. There were minimal operations at ZCS during the three and nine months ended September 30, 2021 and 2020. 10 Table of Contents 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. There were minimal operations at ZAS during the three and nine months ended September 30, 2021 and 2020. REGO Data Solutions, Inc. (“RDS”) RDS was incorporated in the State of Delaware on February 25, 2021 as a wholly-owned subsidiary of REGO for the purpose of maintaining data collected by Mazoola SM There were minimal operations at RDS during the three and nine months ended September 30, 2021. 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 2020 Annual Report on Form 10-K (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, 2020 as filed with the SEC. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional financing to operationalize the Company’s current technology before another company develops similar technology to compete with the Company. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes 11 Table of Contents In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted As of September 30, 2021, 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) | 9 Months Ended |
Sep. 30, 2021 | |
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 nine months ended September 30, 2021: Risk Free Interest Rate 0.3 % Expected Volatility 138.7 % Expected Life (in years) 3.1 Dividend Yield 0 % Weighted average estimated fair value of options during the period $ 0.75 |
Schedule of Stock Option Activity | The following table summarizes the activities for REGO’s stock options for the nine months ended September 30, 2021: Options Outstanding Weighted - Average Remaining Aggregate Weighted - Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance, December 31, 2020 10,012,500 $ 0.50 2.5 $ 8,782 Granted 3,247,500 0.93 Exercised (117,500 ) 0.25 Expired (1,350,000 ) 0.75 Balance, September 30, 2021 11,792,500 $ 0.59 2.2 $ 4,804 Exercisable at September 30, 2021 11,792,500 $ 0.59 2.2 $ 4,804 Exercisable at September 30, 2021 and expected to vest thereafter 11,792,500 $ 0.59 2.2 $ 4,804 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the closing stock price of $0.99 for Rego’s common stock on September 30, 2021. |
Schedule of Warrant Activity | The following table summarizes the activities for REGO’s warrants for the nine months ended September 30, 2021: Warrants Outstanding Weighted - Average Remaining Aggregate Weighted - Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance, December 31, 2020 3,375,000 $ 0.90 1.1 $ 1,620 Expired (175,000 ) 0.90 - Balance, September 30, 2021 3,200,000 $ 0.90 0.4 $ 286 Exercisable at September 30, 2021 3,200,000 $ 0.90 0.4 $ 286 Exercisable at September 30, 2021 and expected to vest thereafter 3,200,000 $ 0.90 0.4 $ 286 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $0.99 for Rego’s common stock on September 30, 2021. |
ZS [Member] | Stock Options [Member] | |
Schedule of Stock Option Activity | The following table summarizes the activities for ZS’s stock options for the nine months ended September 30, 2021: ZS Options Outstanding Weighted - Average Remaining Aggregate Weighted - Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance, December 31, 2020 1,600,000 $ 5.00 3.0 $ - Balance, September 30, 2021 1,600,000 $ 5.00 2.2 $ - Exercisable at September 30, 2021 1,600,000 $ 5.00 2.2 $ - Exercisable at September 30, 2021 and expected to vest thereafter 1,600,000 $ 5.00 2.2 $ - (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the value of $4.00 for ZS’s common stock on September 30, 2021. |
ZS [Member] | Warrant [Member] | |
Schedule of Stock Option Activity | The following table summarizes the activities for ZS’s warrants for the nine months ended September 30, 2021: ZS Warrants Outstanding Weighted - Average Remaining Aggregate Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance, December 31, 2020 83,334 $ 3.00 0.9 $ 83 Balance, September 30, 2021 83,334 $ 3.00 0.1 $ 83 Exercisable at September 30, 2021 83,334 $ 3.00 0.1 $ 83 Exercisable at September 30, 2021 and expected to vest thereafter 83,334 $ 3.00 0.1 $ 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 September 30, 2021. |
ZCS [Member] | |
Schedule of Stock Option Activity | The following table summarizes the activities for ZCS’s stock options for the nine months ended September 30, 2021: ZCS Options Outstanding Weighted - Average Remaining Aggregate Weighted - Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance, December 31, 2020 1,600,000 $ 5.00 3.0 $ - Balance, September 30, 2021 1,600,000 $ 5.00 2.2 $ - Exercisable at September 30, 2021 1,600,000 $ 5.00 2.2 $ - Exercisable at September 30, 2021 and expected to vest thereafter 1,600,000 $ 5.00 2.2 $ - (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the value of $0.01 for ZCS’s common stock on September 30, 2021. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Apr. 20, 2018 | |
Reclassification debt and accumulated deficit | $ 232,600 | $ 232,600 | $ 10,987,578 | |||
ZS [Member] | ||||||
Ownership percentage | 100.00% | |||||
ZS [Member] | Secured Debt [Member] | ||||||
Interest rate | 10.00% | |||||
ZBS [Member] | ||||||
Ownership percentage | 85.00% | |||||
ZCS [Member] | ||||||
Ownership percentage | 85.00% |
IMPAIRMENT OF LONG-LIVED ASSE_2
IMPAIRMENT OF LONG-LIVED ASSETS (Details) - Chore Check, LLC [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Acquisition fair value | $ 111,817 | |
Acquisition issuance common share | 100,000 | |
Share price | $ 0.90 | |
Awards granted vesting period | 3 years | |
Impairment loss of long-lived assets | $ 111,817 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - RELATED PARTIES (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||
Due to related party | $ 169,599 | $ 289,704 |
Chief Executive Officer [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | 127,877 | 184,507 |
Chief Executive Officer [Member] | Unpaid payroll [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | 127,877 | 78,462 |
Chief Executive Officer [Member] | Expenses [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | 0 | 106,045 |
Chief Executive Officer [Member] | President and Board [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | 10,349 | 21,549 |
Chief Financial Officer [Member] | Unpaid payroll [Member] | ||
Related Party Transaction [Line Items] | ||
Due to related party | $ 31,373 | $ 83,648 |
PAYCHECK PROTECTION PROGRAM L_2
PAYCHECK PROTECTION PROGRAM LOAN PAYABLE (Details) - USD ($) | 1 Months Ended | |||
Jan. 28, 2021 | Apr. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | |
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 | |||
Small Business Administration [Member] | ||||
Debt Instrument [Line Items] | ||||
Forgiveness of debt | $ 79,500 | |||
Economic Injury Disaster Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Forgiveness of debt | 2,000 | |||
Economic Injury Disaster Loan [Member] | Employee [Member] | ||||
Debt Instrument [Line Items] | ||||
Forgiveness of debt | $ 1,000 |
LOANS PAYABLE (Details)
LOANS PAYABLE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | |||||
Loans payable | $ 42,600 | $ 42,600 | $ 42,600 | ||
Interest accrued | $ 3,550 | $ 3,550 | $ 2,790 | ||
Loans Payable [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 0.00% | 0.00% | 10.00% | ||
Interest expense, notes payable | $ 256 | $ 1,465 | $ 760 | $ 4,366 |
DEFERRED REVENUE (Details)
DEFERRED REVENUE (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | May 31, 2018 | |
Company received as a down payment | $ 200,000 | $ 200,000 | |
Amount of deferred revenue exchanged | 200,000 | ||
10% Secured Convertible Note [Member] | |||
Amount of deferred revenue exchanged | $ 200,000 |
10% SECURED CONVERTIBLE NOTES_2
10% SECURED CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS (Details) - USD ($) | May 11, 2015 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||||||
Additional notes issued to stockholders | $ 4,770,000 | $ 1,860,000 | ||||
Accrued interest | $ 3,550 | 3,550 | $ 2,790 | |||
Amount of deferred revenue exchanged | $ 200,000 | |||||
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 | ||||
Additional Notes to stockholders [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maturity date | Oct. 31, 2022 | |||||
Additional notes issued to stockholders | $ 940,000 | |||||
10% Secured Convertible Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest expense, notes payable | $ 82,909 | $ 70,329 | $ 241,325 | $ 210,987 | ||
Accrued interest | 2,096,693 | 2,096,693 | 1,855,368 | |||
Amount of deferred revenue exchanged | 200,000 | |||||
Notes payable as long-term liability | $ 3,316,357 | $ 3,316,357 | ||||
Notes payable Short-term Liability | $ 3,116,357 |
NOTES PAYABLE - STOCKHOLDERS (D
NOTES PAYABLE - STOCKHOLDERS (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Oct. 29, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Feb. 07, 2022 | Jan. 03, 2022 | Dec. 06, 2021 | Nov. 05, 2021 | Oct. 04, 2021 | Aug. 23, 2021 | Jul. 20, 2021 | |
Debt Instrument [Line Items] | |||||||||||||
Interest accrued including commitment fee amount | $ 174,781 | $ 115,917 | |||||||||||
Notes payable current Liability | $ 595,000 | 595,000 | $ 1,095,000 | ||||||||||
Repayments of notes payable | 50,000 | $ 15,000 | |||||||||||
Debt conversion converted amount | $ 450,000 | ||||||||||||
Number of options to purchase the Company's Preferred B Stock | 88,889 | ||||||||||||
Number of options to purchase the Company's Preferred B Stock, price per share | $ 90 | ||||||||||||
Value of options to purchase the Company's Preferred B Stock | $ 250,000 | $ 200,000 | |||||||||||
Assets in excess | $ 1,500,000,000 | $ 1,500,000,000 | |||||||||||
Minimum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Extended due date of exercise of options | Oct. 4, 2021 | ||||||||||||
Maximum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Extended due date of exercise of options | Nov. 1, 2021 | ||||||||||||
Forecast [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Options to purchase common stock | 500,000 | ||||||||||||
Series B Preferred Stock [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Value of stock purchased | $ 8,000,000 | ||||||||||||
Fair value of stock purchased | $ 0 | ||||||||||||
Exercise price of options | $ 90 | ||||||||||||
Term of options | 1 month 15 days | ||||||||||||
Dividend yield | |||||||||||||
Expected volatility | 0.00% | ||||||||||||
Risk-free interest rate | 0.07% | ||||||||||||
Expected life | 1 month 15 days | ||||||||||||
Nuber of shares issued against options | 5,000 | 5,000 | |||||||||||
Series B Preferred Stock [Member] | Forecast [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Options to purchase common stock | 5,556 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt conversion converted amount, gross | $ 517,000 | ||||||||||||
Value of options to purchase the Company's Preferred B Stock | $ 500,000 | $ 400,000 | $ 350,000 | $ 300,000 | |||||||||
Extended due date of exercise of options | Nov. 23, 2021 | ||||||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Value of options to purchase the Company's Preferred B Stock | $ 8,000,000 | ||||||||||||
Value of stock purchased | $ 8,000,000 | ||||||||||||
Fair value of stock purchased | $ 0 | ||||||||||||
Exercise price of options | $ 90 | ||||||||||||
Term of options | 3 days | ||||||||||||
Dividend yield | |||||||||||||
Expected volatility | 0.00% | ||||||||||||
Risk-free interest rate | 0.05% | ||||||||||||
Expected life | 3 days | ||||||||||||
Warrant [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest expense, notes payable | $ 20,844 | $ 21,727 | $ 204,411 | 104,740 | |||||||||
4.0% Secured Convertible Note [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest expense, notes payable | $ 148,036 | $ 88,405 | 385,527 | 237,711 | |||||||||
Debt conversion converted amount, gross | 517,000 | ||||||||||||
Accrued Interest on debt conversion converted | 67,000 | ||||||||||||
Notes payable - stockholders [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Proceeds from notes payable | $ 100,000 | $ 0 | |||||||||||
Interest rate | 10.00% | 10.00% | |||||||||||
Options to purchase common stock | 100,000 | 100,000 | |||||||||||
Exercise price | $ 1.20 | $ 1.20 | |||||||||||
Term | 2 years | ||||||||||||
Fair value of warrants | $ 74,518 | $ 74,518 | |||||||||||
Fair value of options | $ 42,699 | ||||||||||||
Dividend yield | |||||||||||||
Expected volatility | 124.30% | ||||||||||||
Risk-free interest rate | 0.11% | ||||||||||||
Expected life | 2 years |
4% SECURED CONVERTIBLE NOTES _2
4% SECURED CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS (1) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Aug. 26, 2016 | |
Debt Instrument [Line Items] | ||||||
Interest accrued | $ 3,550 | $ 3,550 | $ 2,790 | |||
Amount of notes converted | 450,000 | |||||
4.0% Secured Convertible Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest accrued | 1,404,707 | 1,404,707 | 1,019,180 | |||
Interest expense, notes payable | 148,036 | $ 88,405 | 385,527 | $ 237,711 | ||
Notes payable long-term Liability | $ 14,781,250 | 14,781,250 | $ 9,494,250 | |||
Accrued Interest on debt conversion converted | 67,000 | |||||
Debt conversion converted amount, gross | $ 517,000 | |||||
4.0% Secured Convertible Note [Member] | Preferred Stock 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] | ||||||
Proceeds from notes payable | $ 4,770,000 | |||||
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 | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
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 | 9 Months Ended | 12 Months Ended | |||
Nov. 30, 2018 | Aug. 31, 2016 | Oct. 30, 2014 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Aug. 23, 2021 | |
Class of Stock [Line Items] | |||||||
Preferred stock, par value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | ||||
Preferred Class A [Member] | |||||||
Class of Stock [Line Items] | |||||||
Dividend rate | 8.00% | ||||||
Liquidation preference | $ 20,470,000 | $ 20,470,000 | |||||
Conversion of stock shares converted | 5,500 | ||||||
Cumulative accrued dividends reversed on conversion | $ 342,167 | $ 342,167 | |||||
Conversion price | $ 0.90 | $ 0.90 | |||||
Preferred stock, par value per share | $ 8 | $ 8 | |||||
Preferred Class A [Member] | January 2014 [Member] | |||||||
Class of Stock [Line Items] | |||||||
Beneficial conversion feature | $ 3,481,050 | ||||||
Preferred Class A [Member] | April 2014 [Member] | |||||||
Class of Stock [Line Items] | |||||||
Beneficial conversion feature | $ 5,349,800 | ||||||
Preferred Class A [Member] | Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Conversion of stock shares converted | 611,111 | ||||||
Preferred Class B [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of shares issued of preferred stock and warrants | 5,278 | ||||||
Proceeds from issuance of preferred stock and warrants | $ 475,020 | ||||||
Dividend rate | 8.00% | ||||||
Liquidation preference | $ 6,058,080 | $ 6,058,080 | |||||
Proceeds from exercise of options issued | $ 450,000 | ||||||
Beneficial conversion feature | $ 2,156,728 | ||||||
Conversion price | $ 0.90 | $ 0.90 | |||||
Preferred Stock Series C [Member] | |||||||
Class of Stock [Line Items] | |||||||
Issuance of shares of common stock, shares | 150,000 | ||||||
Equity issuance, price per share | $ 7.20 | ||||||
Dividend per share | $ 0 | $ 0 | |||||
Preferred stock, shares authorized | 300,000 | 300,000 | 300,000 | ||||
Preferred Stock Series C [Member] | Minimum [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized | 150,000 | ||||||
Preferred Stock Series C [Member] | Maximum [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized | 300,000 | ||||||
Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Dividend rate | 8.00% | ||||||
Cumulative dividends | $ 7,598,918 | ||||||
ZS Series A Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Dividend rate | 8.00% | ||||||
Warrant Term | 3 years | ||||||
Exercise price of warrants | $ 3 | ||||||
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 | $ 58,333 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - USD ($) | Jun. 03, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 |
Class of Stock [Line Items] | |||||
Shares issued, value | $ 475,020 | ||||
Proceeds from Issuance of Common Stock | $ 2,000,000 | $ 2,000,000 | |||
Stock exercised during period, value | $ 20,000 | ||||
Consultant [Member] | |||||
Class of Stock [Line Items] | |||||
Percentage of legal fees paid to financial advisor | 6.00% | 6.00% | |||
Vendor [Member] | |||||
Class of Stock [Line Items] | |||||
Shares issued | 150,000 | ||||
Shares issued, value | $ 135,000 | ||||
Exercise price | $ 0.90 | ||||
Vendor [Member] | Accounts Payable [Member] | |||||
Class of Stock [Line Items] | |||||
Shares issued, value | $ 135,000 | ||||
Board Member and Chief Financial Officer [Member] | |||||
Class of Stock [Line Items] | |||||
Shares issued | 400,000 | ||||
Shares issued, value | $ 920,000 | ||||
Chief Executive Officer [Member] | |||||
Class of Stock [Line Items] | |||||
Shares issued | 500,000 | ||||
Shares issued, value | $ 575,000 | ||||
Chief Executive Officer One [Member] | |||||
Class of Stock [Line Items] | |||||
Shares issued | 600,000 | 500,000 | |||
Shares issued, value | $ 621,000 | $ 435,000 | |||
Employee [Member] | |||||
Class of Stock [Line Items] | |||||
Stock exercised during period | 37,500 | 80,000 | |||
Stock exercised price per share | $ 0.25 | $ 0.25 | |||
Stock exercised during period, value | $ 28,125 | $ 20,000 | |||
Board of Directors [Member] | Option Amendments [Member] | |||||
Class of Stock [Line Items] | |||||
Options to purchase common stock | 600,000 | ||||
Exercise price of options issued | $ 0.90 | ||||
Expiry date of options issued | Jun. 15, 2022 | ||||
Fair value option expenses | $ 258,622 | ||||
Dividend yield | |||||
Expected volatility | 116.90% | ||||
Risk-free interest rate | 0.04% | ||||
Expected life | 1 year 10 days |
STOCK OPTIONS AND WARRANTS (Nar
STOCK OPTIONS AND WARRANTS (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation | $ 0 | $ 0 | ||
Share-based compensation | 13,320 | $ 667,670 | 2,592,036 | $ 719,117 |
ZCS [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | 0 | 0 | 0 | 0 |
ZS [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | $ 0 | 0 | $ 0 | 0 |
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 | 1,250,000 | 1,250,000 | ||
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 | 4,700,000 | 4,700,000 | ||
Shares available for grant | 300,000 | 300,000 | ||
Various consultants and employees [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Fair value of option | $ 2,333,411 | |||
Number of shares purchase of common stock | 3,147,500 | |||
Grant date fair value of options awarded | $ 2,333,411 | |||
Chore Check, LLC [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares purchase of common stock | 100,000 | |||
Options value capitalized as fixed assets | $ 111,817 | $ 111,817 | ||
Warrant [Member] | ZS [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | 0 | 59,563 | 0 | 184,048 |
Warrants expense | $ 0 | $ 0 | $ 0 | $ 0 |
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] | 9 Months Ended |
Sep. 30, 2021$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk Free Interest Rate | 0.30% |
Expected Volatility | 138.70% |
Expected Life (in years) | 3 years 1 month 6 days |
Dividend Yield | 0.00% |
Weighted average estimated fair value of options during the period | $ 0.75 |
STOCK OPTIONS AND WARRANTS (Sch
STOCK OPTIONS AND WARRANTS (Schedule of Stock Option Activity) (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | ||
Aggregate Intrinsic Value | |||
Closing stock price | $ 0.99 | ||
ZS [Member] | |||
Aggregate Intrinsic Value | |||
Closing stock price | $ 4 | ||
ZCS [Member] | |||
Number of Shares | |||
Balance at December 31, 2020 | 1,600,000 | ||
Balance at September 30, 2021 | 1,600,000 | 1,600,000 | |
Exercisable at September 30, 2021 | 1,600,000 | ||
Exercisable at September 30, 2021 and expected to vest thereafter | 1,600,000 | ||
Weighted-Average Exercise Price | |||
Balance at December 31, 2020 | $ 5 | ||
Balance at September 30, 2021 | 5 | $ 5 | |
Exercisable at September 30, 2021 | 5 | ||
Exercisable at September 30, 2021 and expected to vest thereafter | $ 5 | ||
Weighted - Average Remaining Contractual Term (in years) | |||
Balance at September 30, 2021 | 2 years 2 months 12 days | 3 years | |
Exercisable at September 30, 2021 | 2 years 2 months 12 days | ||
Exercisable at September 30, 2021 and expected to vest thereafter | 2 years 2 months 12 days | ||
Aggregate Intrinsic Value | |||
Balance at September 30, 2021 | [1] | ||
Exercisable at September 30, 2021 | [1] | ||
Exercisable at September 30, 2021 and expected to vest thereafter | [1] | ||
Closing stock price | $ 0.01 | ||
Stock Options [Member] | |||
Number of Shares | |||
Balance at December 31, 2020 | 10,012,500 | ||
Granted | 3,247,500 | ||
Exercised | (117,500) | ||
Expired | (1,350,000) | ||
Balance at September 30, 2021 | 11,792,500 | 10,012,500 | |
Exercisable at September 30, 2021 | 11,792,500 | ||
Exercisable at September 30, 2021 and expected to vest thereafter | 11,792,500 | ||
Weighted-Average Exercise Price | |||
Balance at December 31, 2020 | $ 0.50 | ||
Granted | 0.93 | ||
Exercised | 0.25 | ||
Expired | 0.75 | ||
Balance at September 30, 2021 | 0.59 | $ 0.50 | |
Exercisable at September 30, 2021 | 0.59 | ||
Exercisable at September 30, 2021 and expected to vest thereafter | $ 0.59 | ||
Weighted - Average Remaining Contractual Term (in years) | |||
Balance at September 30, 2021 | 2 years 2 months 12 days | 2 years 6 months | |
Exercisable at September 30, 2021 | 2 years 2 months 12 days | ||
Exercisable at September 30, 2021 and expected to vest thereafter | 2 years 2 months 12 days | ||
Aggregate Intrinsic Value | |||
Balance at September 30, 2021 | [2] | $ 4,804 | $ 8,782 |
Exercisable at September 30, 2021 | [2] | 4,804 | |
Exercisable at September 30, 2021 and expected to vest thereafter | [2] | $ 4,804 | |
Closing stock price | $ 0.99 | ||
Stock Options [Member] | ZS [Member] | |||
Number of Shares | |||
Balance at December 31, 2020 | 1,600,000 | ||
Balance at September 30, 2021 | 1,600,000 | 1,600,000 | |
Exercisable at September 30, 2021 | 1,600,000 | ||
Exercisable at September 30, 2021 and expected to vest thereafter | 1,600,000 | ||
Weighted-Average Exercise Price | |||
Balance at December 31, 2020 | $ 5 | ||
Balance at September 30, 2021 | 5 | $ 5 | |
Exercisable at September 30, 2021 | 5 | ||
Exercisable at September 30, 2021 and expected to vest thereafter | $ 5 | ||
Weighted - Average Remaining Contractual Term (in years) | |||
Balance at September 30, 2021 | 2 years 2 months 12 days | 3 years | |
Exercisable at September 30, 2021 | 2 years 2 months 12 days | ||
Exercisable at September 30, 2021 and expected to vest thereafter | 2 years 2 months 12 days | ||
Aggregate Intrinsic Value | |||
Balance at September 30, 2021 | [3] | ||
Exercisable at September 30, 2021 | [3] | ||
Exercisable at September 30, 2021 and expected to vest thereafter | [3] | ||
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 ZCS’s common stock on September 30, 2021. | ||
[2] | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the closing stock price of $0.99 for Rego’s common stock on September 30, 2021. | ||
[3] | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the value of $4.00 for ZS’s common stock on September 30, 2021. |
STOCK OPTIONS AND WARRANTS (S_2
STOCK OPTIONS AND WARRANTS (Schedule of Warrant Activity) (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | ||
Number of Shares | |||
Balance at December 31, 2020 | 3,375,000 | ||
Expired | (175,000) | ||
Balance at September 30, 2021 | 3,200,000 | 3,375,000 | |
Exercisable at September 30, 2021 | 3,200,000 | ||
Exercisable at September 30, 2021 and expected to vest thereafter | 3,200,000 | ||
Weighted Average Exercise Price | |||
Balance December 31, 2020 | $ 0.90 | ||
Expired | 0.90 | ||
Balance at September 30, 2021 | 0.90 | $ 0.90 | |
Exercisable at September 30, 2021 | 0.90 | ||
Exercisable at September 30, 2021 and expected to vest thereafter | $ 0.90 | ||
Weighted - Average Remaining Contractual Term (in Years) | |||
Balance at September 30, 2021 | 4 months 24 days | 1 year 1 month 6 days | |
Exercisable at September 30, 2021 | 4 months 24 days | ||
Exercisable at September 30, 2021 and expected to vest thereafter | 4 months 24 days | ||
Aggregate Intrinsic Value | |||
Balance at September 30, 2021 | [1] | $ 286 | $ 1,620 |
Exercisable at September 30, 2021 | [1] | 286 | |
Exercisable at September 30, 2021 and expected to vest thereafter | [1] | $ 286 | |
Closing stock price | $ 0.99 | ||
ZS [Member] | |||
Number of Shares | |||
Balance at December 31, 2020 | 83,334 | ||
Balance at September 30, 2021 | 83,334 | 83,334 | |
Exercisable at September 30, 2021 | 83,334 | ||
Exercisable at September 30, 2021 and expected to vest thereafter | 83,334 | ||
Weighted Average Exercise Price | |||
Balance December 31, 2020 | $ 3 | ||
Balance at September 30, 2021 | 3 | $ 3 | |
Exercisable at September 30, 2021 | 3 | ||
Exercisable at September 30, 2021 and expected to vest thereafter | $ 3 | ||
Weighted - Average Remaining Contractual Term (in Years) | |||
Balance at September 30, 2021 | 1 month 6 days | 10 months 24 days | |
Exercisable at September 30, 2021 | 1 month 6 days | ||
Exercisable at September 30, 2021 and expected to vest thereafter | 1 month 6 days | ||
Aggregate Intrinsic Value | |||
Balance at September 30, 2021 | [2] | $ 83 | $ 83 |
Exercisable at September 30, 2021 | [2] | 83 | |
Exercisable at September 30, 2021 and expected to vest thereafter | [2] | $ 83 | |
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 $0.99 for Rego’s common stock on September 30, 2021. | ||
[2] | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the value of $4.00 for ZS’s common stock on September 30, 2021. |
NONCONTROLLING INTERESTS (Detai
NONCONTROLLING INTERESTS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Noncontrolling Interest [Abstract] | ||||
Net loss attributable to noncontrolling interests | $ 313 | $ 101 | $ 1,039 |
OPERATING LEASES (Details)
OPERATING LEASES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | ||||
Total rent expense under leases | $ 805 | $ 1,130 | $ 3,087 | $ 13,116 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Nov. 08, 2021 | Nov. 05, 2021 | Oct. 29, 2021 | Sep. 30, 2021 |
Series B Preferred Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Value of stock purchased | $ 8,000,000 | |||
Exercise price of options | $ 90 | |||
Term of options | 1 month 15 days | |||
Fair value of stock purchased | $ 0 | |||
Dividend yield | ||||
Expected volatility | 0.00% | |||
Risk-free interest rate | 0.07% | |||
Expected life | 1 month 15 days | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Extended due date of exercise of options | Nov. 23, 2021 | |||
Notes payable | $ 517,000 | |||
Conversion of stock shares converted | 83,333 | |||
Subsequent Event [Member] | Series B Preferred Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Value of stock purchased | $ 8,000,000 | |||
Exercise price of options | $ 90 | |||
Term of options | 3 days | |||
Fair value of stock purchased | $ 0 | |||
Dividend yield | ||||
Expected volatility | 0.00% | |||
Risk-free interest rate | 0.05% | |||
Expected life | 3 days | |||
Subsequent Event [Member] | Series B Preferred Stock [Member] | Private Placement [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of shares sold to accredited investor | 556 | |||
Number of shares sold to accredited investor, value | $ 50,000 | |||
Subsequent Event [Member] | Preferred Stock Series A [Member] | ||||
Subsequent Event [Line Items] | ||||
Conversion of stock shares converted | 750 |