Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 16, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | REGO PAYMENT ARCHITECTURES, INC. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 123,552,213 | |
Amendment Flag | false | |
Entity Central Index Key | 0001437283 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 0-53944 | |
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 Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 2,564,955 | $ 553,131 |
Prepaid expenses | 22,005 | 108,131 |
Deposits | 341 | 341 |
TOTAL CURRENT ASSETS | 2,587,301 | 661,603 |
OTHER ASSETS | ||
Patents and trademarks, net of accumulated amortization of $263,971 and $253,262 | 470,138 | 379,401 |
Total Other Assets | 470,138 | 379,401 |
TOTAL ASSETS | 3,057,439 | 1,041,004 |
CURRENT LIABILITIES | ||
Accounts payable and accrued expenses | 6,367,629 | 6,108,019 |
Accounts payable and accrued expenses - related parties | 9,808 | 141,522 |
Loans payable | 42,600 | 42,600 |
10% secured convertible notes payable - stockholders | 3,316,357 | 3,316,357 |
Notes payable - stockholders | 595,000 | 595,000 |
4% secured convertible notes payable - stockholders | 14,981,250 | 14,781,250 |
Preferred stock dividend liability | 8,215,549 | 7,928,199 |
TOTAL CURRENT LIABILITIES | 33,528,193 | 32,912,947 |
CONTINGENCIES | ||
Preferred stock, $.0001 par value; 2,000,000 preferred shares | ||
Preferred stock, $.0001 par value; 2,000,000 preferred shares authorized; 195,500 preferred shares Series A authorized; 101,350 shares issued and outstanding at March 31, 2022 and 102,350 shares issued and outstanding at December 31, 2021 | 10 | 10 |
Preferred stock, $.0001 par value; 2,000,000 preferred shares authorized; 222,222 preferred shares Series B authorized; 75,478 shares issued and outstanding at March 31, 2022 and 35,879 issued and outstanding at December 31, 2021 | 8 | 4 |
Preferred stock, $.0001 par value; 2,000,000 preferred shares authorized; 300,000 preferred shares Series C authorized; 0 shares issued and outstanding at March 31, 2022 and December 31, 2021 | ||
Common stock, $ .0001 par value; 230,000,000 shares authorized; 123,552,213 shares issued and outstanding at March 31, 2022 and 123,441,102 shares issued and outstanding at December 31, 2021 | 12,355 | 12,344 |
Additional paid in capital | 71,707,683 | 67,740,012 |
Accumulated deficit | (102,108,106) | (99,546,710) |
Noncontrolling interests | (82,704) | (77,603) |
STOCKHOLDERS' DEFICIT | (30,470,754) | (31,871,943) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 3,057,439 | $ 1,041,004 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Patents and trademarks, accumulated amortization (in Dollars) | $ 263,971 | $ 253,262 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 230,000,000 | 230,000,000 |
Common stock, shares issued | 123,552,213 | 123,441,102 |
Common stock, shares outstanding | 123,552,213 | 123,441,102 |
Preferred Stock Series A | ||
Preferred stock, shares authorized | 195,500 | 195,500 |
Preferred stock, shares issued | 101,350 | 102,350 |
Preferred stock, shares outstanding | 101,350 | 102,350 |
Preferred Stock Series B | ||
Preferred stock, shares authorized | 222,222 | 222,222 |
Preferred stock, shares issued | 75,478 | 35,879 |
Preferred stock, shares outstanding | 75,478 | 35,879 |
Preferred Stock Series C | ||
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 | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
NET REVENUE | $ 1,397 | $ 533 |
OPERATING EXPENSES | ||
Transaction expense | 62,531 | 37,314 |
Sales and marketing | 636,608 | 457,016 |
Product development | 435,366 | 830,358 |
General and administrative | 893,554 | 3,068,957 |
Total operating expenses | 2,028,059 | 4,393,645 |
NET OPERATING LOSS | (2,026,662) | (4,393,112) |
OTHER INCOME (EXPENSE) | ||
Interest income | 38 | 251 |
Forgiveness of debt | 81,500 | |
Interest expense | (252,523) | (334,440) |
Total other income (expense) | (252,485) | (252,689) |
NET LOSS | (2,279,147) | (4,645,801) |
LESS: Accrued preferred dividends | (287,350) | (267,114) |
Net loss attributable to noncontrolling interests | 101 | 101 |
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (2,566,396) | $ (4,912,814) |
BASIC AND DILUTED NET LOSS PER | ||
COMMON SHARE (in Dollars per share) | $ (0.02) | $ (0.04) |
BASIC AND DILUTED WEIGHTED AVERAGE | ||
COMMON SHARES OUTSTANDING (in Shares) | 123,444,806 | 121,255,150 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders’ Deficit - USD ($) | Series APreferred Stock | Series BPreferred Stock | Series CPreferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Noncontrolling Interests | Total |
Balance (in Shares) at Dec. 31, 2020 | 107,850 | 28,378 | 120,096,866 | |||||
Balance at Dec. 31, 2020 | $ 11 | $ 3 | $ 12,010 | $ 61,447,232 | $ (87,783,083) | $ (57,502) | $ (26,381,329) | |
Conversion of Series A Preferred stock into common stock | $ (1) | $ 61 | (60) | |||||
Conversion of Series A Preferred stock into common stock (in Shares) | (5,500) | 611,111 | ||||||
Issuance of common stock to board members and employees (in Shares) | 1,800,000 | |||||||
Issuance of common stock to board members and employees | $ 180 | 1,929,820 | 1,930,000 | |||||
Issuance of common stock for accounts payable (in Shares) | 150,000 | |||||||
Issuance of common stock for accounts payable | $ 15 | 134,985 | 135,000 | |||||
Exercise of options (in Shares) | 80,000 | |||||||
Exercise of options | $ 8 | 19,992 | 20,000 | |||||
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 (in Shares) at Mar. 31, 2021 | 102,350 | 28,378 | 122,737,977 | |||||
Balance at Mar. 31, 2021 | $ 10 | $ 3 | $ 12,274 | 65,061,411 | (92,690,897) | (62,603) | (27,679,802) | |
Balance (in Shares) at Dec. 31, 2021 | 102,350 | 35,879 | 123,441,102 | |||||
Balance at Dec. 31, 2021 | $ 10 | $ 4 | $ 12,344 | 67,740,012 | (99,546,710) | (77,603) | (31,871,943) | |
Conversion of Series A Preferred stock into common stock | $ 11 | (11) | ||||||
Conversion of Series A Preferred stock into common stock (in Shares) | (1,000) | 111,111 | ||||||
Sale of Series B Preferred stock | $ 4 | 3,563,996 | 3,564,000 | |||||
Sale of Series B Preferred stock (in Shares) | 39,599 | |||||||
Fair value of options for services | 403,686 | 403,686 | ||||||
Accrued preferred dividends | (282,350) | (5,000) | (287,350) | |||||
Net loss | (2,279,046) | (101) | (2,279,147) | |||||
Balance (in Shares) at Mar. 31, 2022 | 101,350 | 75,478 | 123,552,213 | |||||
Balance at Mar. 31, 2022 | $ 10 | $ 8 | $ 12,355 | $ 71,707,683 | $ (102,108,106) | $ (82,704) | $ (30,470,754) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (2,279,147) | $ (4,645,801) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Fair value of common stock issued in exchange for services | 1,930,000 | |
Fair value of options issued in exchange for services | 403,686 | 1,417,626 |
Impairment loss | 111,817 | |
Depreciation and amortization | 10,709 | 7,381 |
Forgiveness of debt | (81,500) | |
Decrease in assets | ||
Prepaid expenses | 86,126 | 147,245 |
Increase (decrease) in liabilities | ||
Accounts payable and accrued expenses | 259,610 | 314,067 |
Accounts payable and accrued expenses - related parties | (131,714) | (60,324) |
Net cash used in operating activities | (1,650,730) | (859,489) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Investment in patents | (101,446) | |
Net cash used in investing activities | (101,446) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Exercise of options | 20,000 | |
Proceeds from sale of Series B Preferred stock | 3,564,000 | |
Proceeds from 4% secured notes payable - stockholders | 200,000 | |
Proceeds from convertible notes payable - stockholders | 2,425,000 | |
Net cash provided by financing activities | 3,764,000 | 2,445,000 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 2,011,824 | 1,585,511 |
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | 553,131 | 273,176 |
CASH AND CASH EQUIVALENTS - END OF PERIOD | 2,564,955 | 1,858,687 |
Cash paid during year for: | ||
Interest | 576 | |
Income taxes | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: | ||
Accrued preferred dividends | 287,350 | 267,114 |
Options issued for software | 111,817 | |
Issuance of common stock for accounts payable | 135,000 | |
Conversion of Series A Preferred stock to common stock | $ 11 | 61 |
Adoption of new accounting principle for embedded derivative liabilities | ||
affecting accumulated deficit | $ 10,987,578 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parentheticals) | 3 Months Ended |
Mar. 31, 2022 | |
Statement of Cash Flows [Abstract] | |
Secured notes payable | 4.00% |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
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® Management believes that building on its COPPA advantage the future of REGO Payment Architectures, Inc. will be based on the foundational architecture of its technology platform (the “Platform”) that will allow its use across multiple financial markets where secure controlled payments are needed. The Company intends to license in each alternative field of use the ability for its partners, distributors and/or value added resellers to private label each of the alternative markets. These partners 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 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 months ended March 31, 2022 and 2021. 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 months ended March 31, 2022 and 2021. 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 months ended March 31, 2022 and 2021. 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 months ended March 31, 2022 and 2021. 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 months ended March 31, 2022 and 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 financial 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 2021 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, 2021 as filed with the SEC. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. 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 May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt – Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40), Issuer’s Accounting for Certain Modifications or Exchanges or Freestanding Equity – Classified Written Call Options. The amendments in this Update clarify an issuer’s accounting for modifications or exchanges of freestanding equity – classified written call options (for example, warrants) that remain equity classified after modification or exchange. This was adopted January 1, 2022 and there was no material impact to the financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted As of March 31, 2022, 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 | 3 Months Ended |
Mar. 31, 2022 | |
Management Plans Disclosure [Abstract] | |
MANAGEMENT PLANS | NOTE 2 – MANAGEMENT PLANS The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred significant losses and experienced negative cash flow from operations since inception. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Since inception, the Company has focused on developing and implementing its business plan. The Company believes that its existing cash resources will not be sufficient to sustain operations during the next twelve months. The Company currently needs to generate revenue in order to sustain its operations. In the event that the Company cannot generate sufficient revenue to sustain its operations, the Company will need to reduce expenses or obtain financing through the sale of debt and/or equity securities. The issuance of additional equity would result in dilution to existing shareholders. If the Company is unable to obtain additional funds when they are needed or if such funds cannot be obtained on terms acceptable to the Company, the Company would be unable to execute upon the business plan or pay costs and expenses as they are incurred, which would have a material, adverse effect on the business, financial condition and results of operations. The Company’s current monetization model is to derive revenues from levels of service fees, transaction fees and in some cases revenue sharing with banking and distribution partners. As these bases of revenues grow, the Company expects to generate additional revenue to support operations. The Covid-19 pandemic caused a significant economic slowdown that adversely affected the demand for services. While the Company expects this matter to negatively impact its results of operations, cash flow and financial position, the future financial impact cannot be reasonably estimated at this time. As of May 16, 2022, the Company has a cash position of approximately $1.9 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 November 2022 |
Impairment of Long-Lived Assets
Impairment of Long-Lived Assets | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [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. The Company determined that the carrying value of the asset acquired from Chore Check, LLC exceeded its fair value and has recorded an impairment loss in the amount of $111,817 as of March 31, 2021, which was included in general and administrative expenses. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses - Related Parties | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - RELATED PARTIES | NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES - RELATED PARTIES As of March 31, 2022 and December 31, 2021, the Company owed the Chief Executive Officer, who is also a more than 5% beneficial owner, a total of $5,962 and $95,185, consisting of $5,962 and $95,185 in unpaid salary. Additionally, as of March 31, 2022 and December 31, 2021, the Company owed the son of a more than 5% beneficial owner, Chief Executive Officer, President and Board member, $0 and $10,349, pursuant to a consulting agreement. As of March 31, 2022 and December 31, 2021, the Company owed the Chief Financial Officer $3,846 and $35,988 in unpaid salary. |
Loans Payable
Loans Payable | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
LOANS PAYABLE | NOTE 5 – LOANS PAYABLE Loans payable as of March 31, 2022 and December 31, 2021 were $42,600. Interest accrued on the loans at 6% and 10% was $4,536 and $3,806 as of March 31, 2022 and December 31, 2021. Interest expense related to these loans payable was $730 and $251 for the three months ended March 31, 2022 and 2021. |
10% Secured Convertible Notes P
10% Secured Convertible Notes Payable - Stockholders | 3 Months Ended |
Mar. 31, 2022 | |
Convertible Notes Payable To Stockholders Disclosure [Abstract] | |
10% SECURED CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS | NOTE 6 – 10% SECURED CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS On March 6, 2015, the Company, pursuant to a Securities Purchase Agreement (the “Purchase Agreement”), issued $2,000,000 aggregate principal amount of its 10% Secured Convertible Promissory Notes due March 5, 2016 (the “Notes”) to certain stockholders. On May 11, 2015, the Company issued an additional $940,000 of Notes to stockholders. The maturity dates of the Notes have been extended most recently 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. The Notes are recorded as a current liability as of March 31, 2022 and December 31, 2021 in the amount of $3,316,357. Interest accrued on the Notes was $2,262,511 and $2,179,602 as of March 31, 2022 and December 31, 2021. Interest expense related to these Notes payable was $82,909 and $77,909 for the three months ended March 31, 2022 and 2021. |
Notes Payable _ Stockholders
Notes Payable – Stockholders | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE – STOCKHOLDERS | NOTE 7 – NOTES PAYABLE – STOCKHOLDERS These notes payable have no formal repayment terms and $370,000 of the notes bear interest at 10% per annum and the remaining $225,000 of the notes bear interest at 20% per annum. These notes payable are recorded as a current liability as of March 31, 2022 and December 31, 2021 in the amount of $595,000. Interest accrued on the notes, as of March 31, 2022 and December 31, 2021 was $216,017 and $195,626. Interest expense was $20,391 and $155,205 for the three months March 31, 2022 and 2021. |
4% Secured Convertible Notes Pa
4% Secured Convertible Notes Payable - Stockholders | 3 Months Ended |
Mar. 31, 2022 | |
Secured Convertible Promissory Notes Payable [Abstract] | |
4% SECURED CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS | NOTE 8 – 4% SECURED CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS On August 26, 2016, the Company, pursuant to a Securities Purchase Agreement, issued $600,000 aggregate principal amount of its 4.0% Secured Convertible Promissory Notes due June 30, 2019 (the “New Secured Notes”) to certain accredited investors (“investors”). The Company issued additional New Secured Notes during 2016, 2017, 2018, 2019 2020, 2021 and 2022. During the three months ended March 31, 2022, the Company issued $200,000 aggregate principal amount of its New Secured Notes to a member of the Board of Directors and his son. The New Secured Notes are convertible by the holders, at any time, into shares of the Company’s authorized Series C Cumulative Convertible Preferred Stock (“Series C Preferred Stock”) at a conversion price of $90.00 per share, subject to adjustment for stock splits, stock dividends and similar transactions with respect to the Series C Preferred Stock only. Each share of Series C Preferred Stock is currently convertible into 100 shares of the Company’s common stock at a current conversion price of $0.90 per share, subject to full ratchet anti-dilution adjustment for one year and weighted average anti-dilution adjustment thereafter, as described in the Certificate of Designation of the Series C Preferred Stock. Upon a liquidation event, the Company shall first pay to the holders of the Series C Preferred Stock, on a pari passu basis with the holders of the Company’s outstanding Series A Preferred Stock and Series B Preferred Stock, an amount per share equal to 700% of the conversion price (i.e., $630.00 per share of Series C Preferred Stock), plus all accrued and unpaid dividends on each share of Series C Preferred Stock (the “Series C Preference Amount”). The Series C Preference Amount shall be paid prior and in preference to payment of any amounts to the Common Stock. After the payment of all preferential amounts required to be paid to the holders of shares of Series C Preferred Stock, Series A Preferred Stock, Series B Preferred Stock and any additional senior preferred stock, the Series C Preferred Stock participates in further distributions subject to an aggregate cap of seven and one-half times (7.5x) the original issue price thereof, plus all accrued and unpaid dividends. The maturity dates of the New Secured Notes were extended by the investors to October 31, 2022. The New Secured Notes are recorded as a current liability in the amount of $14,981,250 and $14,781,250 as of March 31, 2022 and December 31, 2021. Interest accrued on the New Secured Notes was $1,701,011 and $1,552,519 as of March 31, 2022 and December 31, 2021. Interest expense related to these notes payable was $148,492 and $100,449 for the three months ended March 31, 2022 and 2021. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 9 – INCOME TAXES Income tax expense was $0 for the three months ended March 31, 2022 and 2021. As of January 1, 2022, the Company had no unrecognized tax benefits, and accordingly, the Company did not recognize interest or penalties during 2022 related to unrecognized tax benefits. There has been no change in unrecognized tax benefits during the three months ended March 31, 2022, and there was no accrual for uncertain tax positions as of March 31, 2022. Tax years from 2018 through 2021 remain subject to examination by major tax jurisdictions. There is no income tax benefit for the losses for the three months ended March 31, 2022 and 2021, since management has determined that the realization of the net tax deferred asset is not assured and has created a valuation allowance for the entire amount of such benefits. |
Convertible Preferred Stock
Convertible Preferred Stock | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Text Block Supplement [Abstract] | |
CONVERTIBLE PREFERRED STOCK | NOTE 10 – CONVERTIBLE PREFERRED STOCK REGO Payment Architectures, Inc. Series A Preferred Stock The Series A Preferred Stock has a preference in liquidation equal to two times its original issue price, or $20,270,000, to be paid out of assets available for distribution prior to holders of common stock and thereafter participates with the holders of common stock in any remaining proceeds subject to an aggregate cap of 2.5 times its original issue price. The Series A Preferred Stockholders may cast the number of votes equal to the number of whole shares of common stock into which the shares of Series A Preferred Stock can be converted. The Series A Preferred Stock also contains customary approval rights with respect to certain matters. The Series A Preferred Stock accrues dividends at the rate of 8% per annum or $8.00 per Series A Preferred Share. The conversion price of Series A Preferred Stock is currently $0.90 per share. The Series A Preferred Stock is subject to mandatory conversion if certain registration or related requirements are satisfied and the average closing price of the REGO’s common stock exceeds 2.5 times the conversion price over a period of twenty consecutive trading days. During the three months ended March 31, 2022, a Series A Preferred stockholder converted 1,000 Series Preferred A shares into 111,111 shares of common stock. REGO Payment Architectures, Inc. Series B Preferred Stock The Series B Preferred Stock is pari passu with the Series A Preferred Stock and has a preference in liquidation equal to two times its original issue price, or $13,586,040 as of March 31, 2022, to be paid out of assets available for distribution prior to holders of common stock and thereafter participates with the holders of common stock in any remaining proceeds subject to an aggregate cap of 2.5 times its original issue price. The Series B Preferred Stockholders may cast the number of votes equal to the number of whole shares of common stock into which the shares of Series B Preferred Stock can be converted. The Series B Preferred Stock also contains customary approval rights with respect to certain matters. The Series B Preferred Stock accrues dividends at the rate of 8% per annum. The conversion price of the Series B Preferred Stock is currently $0.90 per share. The Series B Preferred Stock is subject to mandatory conversion if certain registration or related requirements are satisfied and the average closing price of the Company’s common stock exceeds 2.5 times the conversion price over a period of twenty consecutive trading days. During the three months ended March 31, 2022 and 2021, the Company sold 39,599 and 0 shares of the Company’s Series B Preferred Stock in private placements to accredited investors and received proceeds of $3,564,000 and $0. 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 March 31, 2022, none of the Series C Preferred Stock was issued or outstanding. After the date of issuance of Series C Preferred Stock, dividends at the rate of $7.20 per share will begin accruing and will be cumulative. The Series C Preferred Stock is pari passu with the Series A Preferred Stock and Series B Preferred Stock and has a preference in liquidation equal to seven times its original issue price to be paid out of assets available for distribution prior to holders of common stock and thereafter participates with the holders of common stock in any remaining proceeds subject to an aggregate cap of 7.5 times its original issue price. The Series C Preferred Stockholders may cast the number of votes equal to the number of whole shares of common stock into which the shares of Series C Preferred Stock can be converted. The Series C Preferred Stock also contains customary approval rights with respect to certain matters. There are no outstanding Series C Preferred Shares, therefore the current per annum dividend per share is $0. As of March 31, 2022, the value of the cumulative 8% dividends for all REGO preferred stock was $8,147,216. Such dividends will be paid when and if declared payable by REGO’s board of directors or upon the occurrence of certain liquidation events. In accordance with FASB ASC 260-10-45-11, the Company has recorded these accrued dividends as a current liability. ZS Series A Preferred Stock In November 2018, ZS pursuant to a Securities Purchase Agreement (the “ZS Series A Purchase Agreement”), issued in a private placement to an accredited investor, 83,334 units at an original issue price of $3 per unit (the “ZS Original Series A Issue Price”), which includes one share of ZS’ Series A Cumulative Convertible Preferred Stock (the “ZS Series A Preferred Stock”) and one warrant to purchase one share of ZS’ common stock with an exercise price of $3.00 per share expiring in three years (the “Series A Warrants”). ZS raised $250,000 with respect to this transaction. Dividends on the ZS Series A Preferred Stock accrue at a rate of 8% per annum and are cumulative. The ZS Series A Preferred Stock has a preference in liquidation equal to two times the ZS Original Series A Issue Price to be paid out of assets available for distribution prior to holders of ZS common stock and thereafter participates with the holders of ZS common stock in any remaining proceeds subject to an aggregate cap of 2.5 times the ZS Original Series A Issue Price. The ZS Series A Preferred Stockholders may cast the number of votes equal to the number of whole shares of ZS common stock into which the shares of ZS Series A Preferred Stock can be converted. As of March 31, 2022, the value of the cumulative 8% dividends for ZS preferred stock was $68,333. 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 | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 11 – STOCKHOLDERS’ EQUITY The Company entered into a financial advisory agreement in November 2018 whereby generally the Company will pay a financial advisor a success fee equal to 6% of the capital committed in a capital transaction involving the sale of the Company. Issuance of Restricted Shares A restricted stock award (“RSA”) is an award of common shares that is subject to certain restrictions during a specified period. Restricted stock awards are independent of option grants and are generally subject to forfeiture if employment terminates prior to the release of the restrictions. The grantee cannot transfer the shares before the restricted shares vest. Shares of nonvested restricted stock have the same voting rights as common stock, are entitled to receive dividends and other distributions thereon and are considered to be currently issued and outstanding. The Company’s restricted stock awards generally vest over a period of one year. The Company expenses the cost of the restricted stock awards, which is determined to be the fair market value of the shares at the date of grant, straight-line over the period during which the restrictions lapse. For these purposes, the fair market value of the restricted stock is determined based on the closing price of the Company’s common stock on the grant date. |
Stock Options and Warrants
Stock Options and Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK OPTIONS AND WARRANTS | NOTE 12 – STOCK OPTIONS AND WARRANTS During 2008, the Board of Directors (“Board”) of the Company adopted the 2008 Equity Incentive Plan (“2008 Plan”) that was approved by the stockholders. Under the 2008 Plan, the Company was authorized to grant options to purchase up to 25,000,000 shares of common stock to any officer, other employee or director of, or any consultant or other independent contractor who provides services to the Company. The 2008 Plan was intended to permit stock options granted to employees under the 2008 Plan to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (“Incentive Stock Options”). All options granted under the 2008 Plan, which are not intended to qualify as Incentive Stock Options are deemed to be non-qualified options (“Non-Statutory Stock Options”). As of March 31, 2022, under the 2008 Plan, options to purchase 1,250,000 shares of common stock have been issued and are unexercised, and no shares are available for grants under the 2008 Plan. The 2008 Plan expired on March 3, 2019. During 2013, the Board adopted the 2013 Equity Incentive Plan (“2013 Plan”), which was approved by stockholders at the 2013 annual meeting of stockholders. Under the 2013 Plan, the Company is authorized to grant awards of stock options, restricted stock, restricted stock units and other stock-based awards of up to an aggregate of 5,000,000 shares of common stock to any officer, employee, director or consultant. The 2013 Plan is intended to permit stock options granted to employees under the 2013 Plan to qualify as Incentive Stock Options. All options granted under the 2013 Plan, which are not intended to qualify as Incentive Stock Options are deemed to be Non-Statutory Stock Options. As of March 31, 2022, 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. The Company also grants stock options outside the 2013 Plan on terms determined by the Board. In connection with Incentive Stock Options, the exercise price of each option may not be less than 100% of the fair market value of the common stock on the date of the grant (or 110% of the fair market value in the case of a grantee holding more than 10% of the outstanding stock of the Company). Prior to January 1, 2014, volatility in all instances presented is the Company’s estimate of volatility that is based on the volatility of other public companies that are in closely related industries to the Company. Beginning January 1, 2014, volatility in all instances presented is the Company’s estimate of volatility that is based on the historical volatility of the Company’s common stock. The following table presents the weighted-average assumptions used to estimate the fair values of the stock options granted by REGO during the three months ended March 31, 2022: Risk Free Interest Rate 1.5 % Expected Volatility 112.9 % Expected Life (in years) 2.9 Dividend Yield 0 % Weighted average estimated fair value of options during the period $ 0.53 During the three months ended March 31, 2022, the Company issued options to purchase 3,725,000 shares of the Company’s common stock to various consultants and employees. The options were valued at $1,991,450 fair value, using the Black-Scholes option pricing model to calculate the grant-date fair value of the options. The fair value of options was expensed immediately. The following table summarizes the activities for REGO’s stock options for the three months ended March 31, 2022: Options Outstanding Weighted - Average Remaining Aggregate Weighted- Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance, December 31, 2021 11,317,500 $ 0.57 2.1 $ 2,145 Granted 3,725,000 $ 0.90 2.8 $ 1,378 Expired/Cancelled (200,000 ) $ 0.90 - - Exercisable at March 31, 2022 14,842,500 $ 0.65 2.1 $ 9,192 Exercisable at March 31, 2022 and expected to vest thereafter 14,842,500 $ 0.65 2.1 $ 9,192 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the closing stock price of $1.27 for REGO’s common stock on March 31, 2022. REGO expensed $403,686 and $1,417,624 for the three months months ended March 31, 2022 and 2021 with respect to options. As of March 31, 2022, there was $1,587,763 of unrecognized compensation cost related to outstanding stock options. The difference, if any, between the stock options exercisable at March 31, 2022 and the stock options exercisable and expected to vest relates to management’s estimate of options expected to vest in the future. The following table summarizes the activities for REGO’s warrants for the three months ended March 31, 2022: Weighted- Average Remaining Aggregate Weighted- Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance, December 31, 2021 1,500,000 $ 0.90 0.5 $ - Expired/Cancelled (500,000 ) $ 0.90 - $ - Balance, March 31, 2022 1,000,000 $ 0.90 0.2 $ 370 Exercisable at March 31, 2022 1,000,000 $ 0.90 0.2 $ 370 Exercisable at March 31, 2022 and expected to vest thereafter 1,000,000 $ 0.90 0.2 $ 370 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $1.27 for REGO’s common stock on March 31, 2022. REGO expensed $0 for the three months ended March 31, 2022 and 2021 with respect to warrants. All warrants were vested on the date of grant. The following table summarizes the activities for ZS’s stock options for the three months ended March 31, 2022: Options Outstanding Weighted - Average Remaining Aggregate Weighted- Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance, December 31, 2021 1,600,000 $ 5.00 2.0 $ - Balance, March 31, 2022 1,600,000 $ 5.00 1.7 $ - Exercisable at March 31, 2022 1,600,000 $ 5.00 1.7 $ - Exercisable at and March 31, 2022 and expected to vest thereafter 1,600,000 $ 5.00 1.7 $ - (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 March 31, 2022. For the three months ended March 31, 2022 and 2021, ZS expensed $0 with respect to options. The following table summarizes the activities for ZCS’s stock options for the three months ended March 31, 2022: Options Outstanding Weighted - Average Remaining Aggregate Weighted- Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance, December 31, 2021 1,600,000 $ 5.00 2.0 $ - Balance, March 31, 2022 1,600,000 $ 5.00 1.7 $ - Exercisable at March 31, 2022 1,600,000 $ 5.00 1.7 $ - Exercisable at and March 31, 2022 and expected to vest thereafter 1,600,000 $ 5.00 1.7 $ - (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 March 31, 2022. For the three months ended March 31, 2022 and 2021, ZCS expensed $0 with respect to options. |
Noncontrolling Interests
Noncontrolling Interests | 3 Months Ended |
Mar. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
NONCONTROLLING INTERESTS | NOTE 13 – NONCONTROLLING INTERESTS Losses incurred by the noncontrolling interests for the three months ended March 31, 2022 and 2021 were $101. |
Operating Leases
Operating Leases | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Text Block [Abstract] | |
OPERATING LEASES | NOTE 14 – OPERATING LEASES For the three months ended March 31, 2022 and 2021, total rent expense under leases amounted to $800 and $761. 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 March 31, 2022. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 15 – RELATED PARTY TRANSACTIONS On January 20, 2022, the Board members received cash bonuses of $50,000 each, or a total of $100,000. On January 26, 2022, the Board approved a salary increase raising the Chief Executive Officer’s salary to $310,000 per year. On February 22, 2022, a Board member and his son each purchased a 4% Secured Note Payable for $100,000. During the three months ended March 31, 2022, the Company paid a consultant who is also a shareholder of $10,800 for marketing services. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16 – SUBSEQUENT EVENTS Between April 1, 2022 and May 16, 2022, the Company sold 1,556 shares of the Company’s Series B Preferred Stock in a private placement to an accredited investor and received proceeds of $140,000. In April 2022, the Chief Executive Officer received a cash bonus of $50,000 and the Chief Financial Officer received a cash bonus of $75,000. During April, 2022, the Company issued options to purchase 225,000 shares of the Company’s common stock to various consultants with 2 year terms and exercise prices between $1.28 and $1.31 per share. In May 2022, the Company extended the term of options to purchase 200,000 shares of the Company’s common stock with an exercise price of $0.2595 and options to purchase 400,000 shares of the Company’s common stock with an exercise price of $0.90. All of these options were extended to June 15, 2023. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
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® Management believes that building on its COPPA advantage the future of REGO Payment Architectures, Inc. will be based on the foundational architecture of its technology platform (the “Platform”) that will allow its use across multiple financial markets where secure controlled payments are needed. The Company intends to license in each alternative field of use the ability for its partners, distributors and/or value added resellers to private label each of the alternative markets. These partners 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 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 months ended March 31, 2022 and 2021. 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 months ended March 31, 2022 and 2021. 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 months ended March 31, 2022 and 2021. 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 months ended March 31, 2022 and 2021. 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 months ended March 31, 2022 and 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 financial 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 2021 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, 2021 as filed with the SEC. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. 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 May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt – Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40), Issuer’s Accounting for Certain Modifications or Exchanges or Freestanding Equity – Classified Written Call Options. The amendments in this Update clarify an issuer’s accounting for modifications or exchanges of freestanding equity – classified written call options (for example, warrants) that remain equity classified after modification or exchange. This was adopted January 1, 2022 and there was no material impact to the financial statements. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted As of March 31, 2022, 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) | 3 Months Ended |
Mar. 31, 2022 | |
Stock Options and Warrants (Tables) [Line Items] | |
Schedule of Weighted-average Assumptions Used to Estimate the Fair Values of Stock Options Granted | Risk Free Interest Rate 1.5 % Expected Volatility 112.9 % Expected Life (in years) 2.9 Dividend Yield 0 % Weighted average estimated fair value of options during the period $ 0.53 |
Schedule of Stock Option Activity | Options Outstanding Weighted - Average Remaining Aggregate Weighted- Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance, December 31, 2021 11,317,500 $ 0.57 2.1 $ 2,145 Granted 3,725,000 $ 0.90 2.8 $ 1,378 Expired/Cancelled (200,000 ) $ 0.90 - - Exercisable at March 31, 2022 14,842,500 $ 0.65 2.1 $ 9,192 Exercisable at March 31, 2022 and expected to vest thereafter 14,842,500 $ 0.65 2.1 $ 9,192 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the closing stock price of $1.27 for REGO’s common stock on March 31, 2022. |
Schedule of Warrant Activity | Weighted- Average Remaining Aggregate Weighted- Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance, December 31, 2021 1,500,000 $ 0.90 0.5 $ - Expired/Cancelled (500,000 ) $ 0.90 - $ - Balance, March 31, 2022 1,000,000 $ 0.90 0.2 $ 370 Exercisable at March 31, 2022 1,000,000 $ 0.90 0.2 $ 370 Exercisable at March 31, 2022 and expected to vest thereafter 1,000,000 $ 0.90 0.2 $ 370 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $1.27 for REGO’s common stock on March 31, 2022. |
ZS [Member] | |
Stock Options and Warrants (Tables) [Line Items] | |
Schedule of Stock Option Activity | Options Outstanding Weighted - Average Remaining Aggregate Weighted- Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance, December 31, 2021 1,600,000 $ 5.00 2.0 $ - Balance, March 31, 2022 1,600,000 $ 5.00 1.7 $ - Exercisable at March 31, 2022 1,600,000 $ 5.00 1.7 $ - Exercisable at and March 31, 2022 and expected to vest thereafter 1,600,000 $ 5.00 1.7 $ - (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 March 31, 2022. |
ZCS [Member] | |
Stock Options and Warrants (Tables) [Line Items] | |
Schedule of Stock Option Activity | Options Outstanding Weighted - Average Remaining Aggregate Weighted- Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in 000's) (1) Balance, December 31, 2021 1,600,000 $ 5.00 2.0 $ - Balance, March 31, 2022 1,600,000 $ 5.00 1.7 $ - Exercisable at March 31, 2022 1,600,000 $ 5.00 1.7 $ - Exercisable at and March 31, 2022 and expected to vest thereafter 1,600,000 $ 5.00 1.7 $ - (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 March 31, 2022. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) | Mar. 31, 2022 |
ZsSubsidiaryMember | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Ownership percentage | 100.00% |
ZBS [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Ownership percentage | 85.00% |
ZCS [Member] | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Ownership percentage | 85.00% |
Secured Debt [Member] | ZsSubsidiaryMember | |
Summary of Significant Accounting Policies (Details) [Line Items] | |
Interest rate | 10.00% |
Management Plans (Details)
Management Plans (Details) $ in Millions | May 16, 2022USD ($) |
Subsequent Event [Member] | |
Management Plans (Details) [Line Items] | |
Cash position | $ 1.9 |
Impairment of Long-Lived Asse_2
Impairment of Long-Lived Assets (Details) - USD ($) | Jan. 02, 2021 | Mar. 31, 2022 |
Impairment of Long-Lived Assets (Details) [Line Items] | ||
Impairment loss | $ 111,817 | |
Chore Check, LLC [Member] | ||
Impairment of Long-Lived Assets (Details) [Line Items] | ||
Valued for software | $ 111,817 | |
Purchase of common stock (in Shares) | 100,000 | |
Exercise price (in Dollars per share) | $ 0.9 | |
Term | 3 years |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses - Related Parties (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Chief Executive Officer [Member] | ||
Accounts Payable and Accrued Expenses - Related Parties (Details) [Line Items] | ||
Beneficial owner, percentage | 5.00% | |
Beneficial owner amount | $ 5,962 | $ 95,185 |
Unpaid salary | $ 5,962 | 95,185 |
Chief Executive Officer [Member] | President and Board [Member] | ||
Accounts Payable and Accrued Expenses - Related Parties (Details) [Line Items] | ||
Beneficial owner, percentage | 5.00% | |
Unpaid salary | $ 0 | 10,349 |
Chief Financial Officer [Member] | Unpaid payroll [Member] | ||
Accounts Payable and Accrued Expenses - Related Parties (Details) [Line Items] | ||
Unpaid salary | $ 3,846 | $ 35,988 |
Loans Payable (Details)
Loans Payable (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Loans Payable (Details) [Line Items] | |||
Loans payable | $ 42,600 | $ 42,600 | |
Loans Payable [Member] | |||
Loans Payable (Details) [Line Items] | |||
Interest accrued on the loans, percentage | 6.00% | 10.00% | |
Interest accrued loans | $ 4,536 | $ 3,806 | |
Interest expense | $ 730 | $ 251 |
10% Secured Convertible Notes_2
10% Secured Convertible Notes Payable - Stockholders (Details) - USD ($) | May 11, 2015 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Mar. 05, 2016 | Mar. 06, 2015 |
10% Secured Convertible Notes Payable - Stockholders (Details) [Line Items] | ||||||
Additional shares | $ 940,000 | |||||
Loans payable | $ 42,600 | $ 42,600 | ||||
Preferred Class B [Member] | ||||||
10% Secured Convertible Notes Payable - Stockholders (Details) [Line Items] | ||||||
Conversion price (in Dollars per share) | $ 0.9 | |||||
Convertible shares (in Shares) | 100 | |||||
Securities Purchase Agreement [Member] | ||||||
10% Secured Convertible Notes Payable - Stockholders (Details) [Line Items] | ||||||
Debt Instrument, Maturity Date | Oct. 31, 2022 | Oct. 31, 2022 | ||||
10% Secured Convertible Note [Member] | ||||||
10% Secured Convertible Notes Payable - Stockholders (Details) [Line Items] | ||||||
Interest expense | $ 82,909 | $ 77,909 | ||||
Purchase Agreement [Member] | ||||||
10% Secured Convertible Notes Payable - Stockholders (Details) [Line Items] | ||||||
Aggregate principal amount | $ 2,000,000 | |||||
Promissory notes due, percentage | 10.00% | |||||
Convertible Notes Payable [Member] | Preferred Class B [Member] | ||||||
10% Secured Convertible Notes Payable - Stockholders (Details) [Line Items] | ||||||
Conversion price (in Dollars per share) | $ 90 | |||||
Conversion per share (in Dollars per share) | $ 0.9 | |||||
Secured Convertible Promissory Notes [Member] | ||||||
10% Secured Convertible Notes Payable - Stockholders (Details) [Line Items] | ||||||
Loans payable | $ 3,316,357 | $ 3,316,357 | ||||
Secured Convertible Promissory Notes [Member] | Subsidiaries [Member] | ||||||
10% Secured Convertible Notes Payable - Stockholders (Details) [Line Items] | ||||||
Interest accrued (in Shares) | 2,262,511 | 2,179,602 |
Notes Payable _ Stockholders (D
Notes Payable – Stockholders (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Notes Payable – Stockholders (Details) [Line Items] | |||
Notes payable | $ 370,000 | ||
Interest rate | 10.00% | ||
Notes payable remaining amount | $ 225,000 | ||
Notes payable remaining | 20.00% | ||
Notes payable [Member] | |||
Notes Payable – Stockholders (Details) [Line Items] | |||
Notes payable | $ 595,000 | $ 595,000 | |
Interest accrued | 216,017 | $ 195,626 | |
Interest expense | $ 20,391 | $ 155,205 |
4% Secured Convertible Notes _2
4% Secured Convertible Notes Payable - Stockholders (Details) | May 11, 2015 | Mar. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Aug. 26, 2016USD ($) |
Series C Preferred Stock [Member] | |||||
10% Secured Convertible Notes Payable - Stockholders (Details) [Line Items] | |||||
Conversion price, percentage | 7 | ||||
Conversion price per share (in Dollars per share) | $ / shares | $ 630 | ||||
Board of Directors [Member] | |||||
10% Secured Convertible Notes Payable - Stockholders (Details) [Line Items] | |||||
Aggregate principal amount | $ 200,000 | ||||
4.0% Secured Convertible Note [Member] | |||||
10% Secured Convertible Notes Payable - Stockholders (Details) [Line Items] | |||||
Interest expense, notes payable | $ 148,492 | $ 100,449 | |||
4.0% Secured Convertible Note [Member] | Series C Preferred Stock [Member] | |||||
10% Secured Convertible Notes Payable - Stockholders (Details) [Line Items] | |||||
Conversion price (in Dollars per share) | $ / shares | $ 90 | ||||
Convertible shares (in Shares) | shares | 100 | ||||
Current conversion price (in Dollars per share) | $ / shares | $ 0.9 | ||||
Securities Purchase Agreement [Member] | |||||
10% Secured Convertible Notes Payable - Stockholders (Details) [Line Items] | |||||
Maturity date | Oct. 31, 2022 | Oct. 31, 2022 | |||
New Secured Notes [Member] | |||||
10% Secured Convertible Notes Payable - Stockholders (Details) [Line Items] | |||||
Current liability in the amount | $ 14,981,250 | $ 14,781,250 | |||
Interest accrued | $ 1,701,011 | $ 1,552,519 | |||
Convertible Promissory Notes due June 30, 2018, Issued on August 26, 2016 [Member] | |||||
10% Secured Convertible Notes Payable - Stockholders (Details) [Line Items] | |||||
Aggregate principal amount | $ 600,000 | ||||
Convertible promissory notes percentage | 4.00% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 0 | $ 0 |
Convertible Preferred Stock (De
Convertible Preferred Stock (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Nov. 30, 2018 | Aug. 31, 2016 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Aug. 23, 2021 | |
Convertible Preferred Stock (Details) [Line Items] | ||||||
Authorized shares (in Shares) | 2,000,000 | 2,000,000 | ||||
Preferred stock | $ 287,350 | $ 267,114 | ||||
Common Stock [Member] | ||||||
Convertible Preferred Stock (Details) [Line Items] | ||||||
Shares converted (in Shares) | 111,111 | |||||
Authorized shares (in Shares) | ||||||
Preferred Stock [Member] | ||||||
Convertible Preferred Stock (Details) [Line Items] | ||||||
Preferred stock | $ 8,147,216 | |||||
Preferred Class A [Member] | ||||||
Convertible Preferred Stock (Details) [Line Items] | ||||||
Original issue price | $ 20,270,000 | |||||
Dividends rate, percentage | 8.00% | |||||
Per share price (in Dollars per share) | $ 8 | |||||
Conversion price (in Dollars per share) | $ 0.9 | |||||
Series A Preferred Stock [Member] | ||||||
Convertible Preferred Stock (Details) [Line Items] | ||||||
Shares converted (in Shares) | 1,000 | |||||
Authorized shares (in Shares) | 195,500 | 195,500 | ||||
Series A Preferred Stock [Member] | Preferred Stock [Member] | ||||||
Convertible Preferred Stock (Details) [Line Items] | ||||||
Authorized shares (in Shares) | ||||||
Preferred Class B [Member] | ||||||
Convertible Preferred Stock (Details) [Line Items] | ||||||
Original issue price | $ 13,586,040 | |||||
Dividends rate, percentage | 8.00% | |||||
Conversion price (in Dollars per share) | $ 0.9 | |||||
Sold preferred stock | $ 39,599 | 0 | ||||
Received proceeds | $ 3,564,000 | $ 0 | ||||
Series C Preferred Stock [Member] | ||||||
Convertible Preferred Stock (Details) [Line Items] | ||||||
Authorized shares (in Shares) | 150,000 | |||||
Authorized shares (in Shares) | 300,000 | 300,000 | ||||
Dividends per share (in Dollars per share) | $ 7.2 | |||||
Dividend per share (in Dollars per share) | $ 0 | |||||
Series C Preferred Stock [Member] | Preferred Stock [Member] | ||||||
Convertible Preferred Stock (Details) [Line Items] | ||||||
Authorized shares (in Shares) | ||||||
Series C Preferred Stock [Member] | Minimum [Member] | ||||||
Convertible Preferred Stock (Details) [Line Items] | ||||||
Authorized shares (in Shares) | 150,000 | |||||
Series C Preferred Stock [Member] | Maximum [Member] | ||||||
Convertible Preferred Stock (Details) [Line Items] | ||||||
Authorized shares (in Shares) | 300,000 | |||||
Preferred Stock [Member] | ||||||
Convertible Preferred Stock (Details) [Line Items] | ||||||
Dividends rate, percentage | 8.00% | |||||
ZS Series A Preferred Stock [Member] | ||||||
Convertible Preferred Stock (Details) [Line Items] | ||||||
Dividends rate, percentage | 8.00% | 8.00% | ||||
Preferred stock | $ 68,333 | |||||
Original issue price (in Shares) | 83,334 | |||||
Original issue price per share (in Dollars per share) | $ 3 | |||||
Exercise per share (in Dollars per share) | $ 3 | |||||
Expire term | 3 years | |||||
Raised capital | $ 250,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | Mar. 31, 2022 |
Consultant [Member] | |
Stockholders' Equity (Details) [Line Items] | |
Capital transaction percentage | 6.00% |
Stock Options and Warrants (Det
Stock Options and Warrants (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Stock Options and Warrants (Details) [Line Items] | ||
Exercise price (in Dollars per share) | $ 1.27 | |
Warrant [Member] | ||
Stock Options and Warrants (Details) [Line Items] | ||
Exercise price (in Dollars per share) | $ 1.27 | |
Share-based compensation | $ 0 | $ 3 |
2008 Equity Incentive Plan [Member] | ||
Stock Options and Warrants (Details) [Line Items] | ||
Shares authorized under plan (in Shares) | 25,000,000 | |
Number of shares of common stock (in Shares) | 1,250,000 | |
2013 Equity Incentive Plan [Member] | ||
Stock Options and Warrants (Details) [Line Items] | ||
Shares authorized under plan (in Shares) | 5,000,000 | |
Number of shares of common stock (in Shares) | 4,700,000 | |
Shares available for grant (in Shares) | 300,000 | |
Subsidiaries [Member] | ||
Stock Options and Warrants (Details) [Line Items] | ||
Share-based compensation | $ 403,686 | 1,417,624 |
ZS [Member] | ||
Stock Options and Warrants (Details) [Line Items] | ||
Exercise price (in Dollars per share) | $ 4 | |
Share-based compensation | $ 0 | |
ZCS [Member] | ||
Stock Options and Warrants (Details) [Line Items] | ||
Exercise price (in Dollars per share) | $ 0.01 | |
Share-based compensation | $ 0 | $ 0 |
Various consultants and employees [Member] | ||
Stock Options and Warrants (Details) [Line Items] | ||
Number of shares purchase of common stock (in Shares) | 3,725,000 | |
Fair value of option | $ 1,991,450 | |
Unrecognized compensation | $ 1,587,763 |
Stock Options and Warrants (D_2
Stock Options and Warrants (Details) - Schedule of Weighted-average Assumptions Used to Estimate the Fair Values of Stock Options Granted - Share-Based Payment Arrangement, Option [Member] | 3 Months Ended |
Mar. 31, 2022$ / shares | |
Stock Options and Warrants (Details) - Schedule of Weighted-average Assumptions Used to Estimate the Fair Values of Stock Options Granted [Line Items] | |
Risk Free Interest Rate | 1.50% |
Expected Volatility | 112.90% |
Expected Life (in years) | 2 years 10 months 24 days |
Dividend Yield | 0.00% |
Weighted average estimated fair value of options during the period (in Dollars per share) | $ 0.53 |
Stock Options and Warrants (D_3
Stock Options and Warrants (Details) - Schedule of Stock Option Activity - Share-Based Payment Arrangement, Option [Member] $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022USD ($)$ / sharesshares | ||
Stock Options and Warrants (Details) - Schedule of Stock Option Activity [Line Items] | ||
Number of Shares Balance, | shares | 11,317,500 | |
Weighted- Average Exercise Price Balance, | $ / shares | $ 0.57 | |
Weighted - Average Remaining Contractual Term in years Balance, | 2 years 1 month 6 days | |
Aggregate Intrinsic Value Balance, | $ | $ 2,145 | [1] |
Number of Shares Granted | shares | 3,725,000 | |
Weighted- Average Exercise Price Granted | $ / shares | $ 0.9 | |
Weighted - Average Remaining Contractual Term in years Granted | 2 years 9 months 18 days | |
Aggregate Intrinsic Value Granted | $ | $ 1,378 | [1] |
Number of Shares Expired/Cancelled | shares | (200,000) | |
Weighted- Average Exercise Price Expired/Cancelled | $ / shares | $ 0.9 | |
Aggregate Intrinsic Value Expired/Cancelled | $ | [1] | |
Number of Shares Exercisable at March 31, 2022 | shares | 14,842,500 | |
Weighted- Average Exercise Price Exercisable at March 31, 2022 | $ / shares | $ 0.65 | |
Weighted - Average Remaining Contractual Term in years Exercisable at March 31, 2022 | 2 years 1 month 6 days | |
Aggregate Intrinsic Value Exercisable at March 31, 2022 | $ | $ 9,192 | [1] |
Number of Shares, Exercisable at March 31, 2022 and expected to vest thereafter | shares | 14,842,500 | |
Weighted- Average Exercise Price Exercisable at March 31, 2022 and expected to vest thereafter | $ / shares | $ 0.65 | |
Weighted - Average Remaining Contractual Term in years Exercisable at March 31, 2022 and expected to vest thereafter | 2 years 1 month 6 days | |
Aggregate Intrinsic Value Exercisable at March 31, 2022 and expected to vest thereafter | $ | $ 9,192 | [1] |
[1] | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the closing stock price of $1.27 for Rego’s common stock on March 31, 2022. |
Stock Options and Warrants (D_4
Stock Options and Warrants (Details) - Schedule of Warrant Activity - ZPS [Member] $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022USD ($)$ / sharesshares | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares Balance, December 31, 2021 | shares | 1,500,000 | |
Weighted- Average Exercise Price Balance, December 31, 2021 | $ / shares | $ 0.9 | |
Weighted- Average Remaining Contractual Term (in years) Balance, December 31, 2021 | 6 months | |
Aggregate Intrinsic Value Balance, December 31, 2021 | $ | [1] | |
Number of Shares Expired/Cancelled | shares | (500,000) | |
Weighted- Average Exercise Price Expired/Cancelled | $ / shares | $ 0.9 | |
Aggregate Intrinsic Value Expired/Cancelled | $ | [1] | |
Number of Shares Balance, March 31, 2022 | shares | 1,000,000 | |
Weighted- Average Exercise Price Balance, March 31, 2022 | $ / shares | $ 0.9 | |
Weighted- Average Remaining Contractual Term (in years) Balance, March 31, 2022 | 2 months 12 days | |
Aggregate Intrinsic Value Balance, March 31, 2022 | $ | $ 370 | [1] |
Number of Shares Exercisable at March 31, 2022 | shares | 1,000,000 | |
Weighted- Average Exercise Price Exercisable at March 31, 2022 | $ / shares | $ 0.9 | |
Weighted- Average Remaining Contractual Term (in years) Exercisable at March 31, 2022 | 2 months 12 days | |
Aggregate Intrinsic Value Exercisable at March 31, 2022 | $ | $ 370 | [1] |
Number of Shares Exercisable at March 31, 2022 and expected to vest thereafter | shares | 1,000,000 | |
Weighted- Average Exercise Price Exercisable at March 31, 2022 and expected to vest thereafter | $ / shares | $ 0.9 | |
Weighted- Average Remaining Contractual Term (in years) Exercisable at March 31, 2022 and expected to vest thereafter | 2 months 12 days | |
Aggregate Intrinsic Value Exercisable at March 31, 2022 and expected to vest thereafter | $ | $ 370 | [1] |
[1] | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $1.27 for Rego’s common stock on March 31, 2022. |
Stock Options and Warrants (D_5
Stock Options and Warrants (Details) - Schedule of Stock Option Activity - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | ||
Schedule of Stock Option Activity [Abstract] | |||
Number of Shares Balance, December 31, 2021 | 1,600,000 | ||
Weighted- Average Exercise Price Balance, December 31, 2021 | $ 5 | ||
Weighted - Average Remaining Contractual Term (in years) Balance, December 31, 2021 | 2 years | ||
Aggregate Intrinsic Value Balance, December 31, 2021 | [1] | ||
Number of Shares Balance, March 31, 2022 | 1,600,000 | ||
Weighted- Average Exercise Price Balance, March 31, 2022 | $ 5 | ||
Weighted - Average Remaining Contractual Term (in years) Balance, March 31, 2022 | 1 year 8 months 12 days | ||
Aggregate Intrinsic Value Balance, March 31, 2022 | [1] | ||
Number of Shares Exercisable at March 31, 2022 | 1,600,000 | ||
Weighted- Average Exercise Price Exercisable at March 31, 2022 | $ 5 | ||
Weighted - Average Remaining Contractual Term (in years) Exercisable at March 31, 2022 | 1 year 8 months 12 days | ||
Aggregate Intrinsic Value Exercisable at March 31, 2022 | [1] | ||
Number of Shares Exercisable at and March 31, 2022 and expected to vest thereafter | 1,600,000 | ||
Weighted- Average Exercise Price Exercisable at and March 31, 2022 and expected to vest thereafter | $ 5 | ||
Weighted - Average Remaining Contractual Term (in years) Exercisable at and March 31, 2022 and expected to vest thereafter | 1 year 8 months 12 days | ||
Aggregate Intrinsic Value Exercisable at and March 31, 2022 and expected to vest thereafter | [1] | ||
[1] | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the value of $0.01 for ZCS’s common stock on March 31, 2022. |
Stock Options and Warrants (D_6
Stock Options and Warrants (Details) - Schedule of Stock Option Activity - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | ||
Schedule of Stock Option Activity [Abstract] | |||
Number of Shares Balance, December 31, 2021 | 1,600,000 | ||
Weighted- Average Exercise Price Balance, December 31, 2021 | $ 5 | $ 5 | |
Weighted - Average Remaining Contractual Term (in years) Balance, December 31, 2021 | 2 years | ||
Aggregate Intrinsic Value Balance, December 31, 2021 | [1] | ||
Number of Shares Balance, March 31, 2022 | 1,600,000 | ||
Weighted- Average Exercise Price Balance, March 31, 2022 | $ 5 | $ 5 | |
Weighted - Average Remaining Contractual Term (in years) Balance, March 31, 2022 | 1 year 8 months 12 days | ||
Aggregate Intrinsic Value Balance, March 31, 2022 | [1] | ||
Number of Shares Exercisable at March 31, 2022 | 1,600,000 | ||
Weighted- Average Exercise Price Exercisable at March 31, 2022 | $ 5 | ||
Weighted - Average Remaining Contractual Term (in years) Exercisable at March 31, 2022 | 1 year 8 months 12 days | ||
Aggregate Intrinsic Value Exercisable at March 31, 2022 | [1] | ||
Number of Shares Exercisable at and March 31, 2022 and expected to vest thereafter | 1,600,000 | ||
Weighted- Average Exercise Price Exercisable at and March 31, 2022 and expected to vest thereafter | $ 5 | ||
Weighted - Average Remaining Contractual Term (in years) Exercisable at and March 31, 2022 and expected to vest thereafter | 1 year 8 months 12 days | ||
Aggregate Intrinsic Value Exercisable at and March 31, 2022 and expected to vest thereafter | [1] | ||
[1] | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the value of $0.01 for ZCS’s common stock on March 31, 2022. |
Noncontrolling Interests (Detai
Noncontrolling Interests (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Noncontrolling Interest [Abstract] | ||
Noncontrolling interests | $ (101) | $ (101) |
Operating Leases (Details)
Operating Leases (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disclosure Text Block [Abstract] | ||
Total rent expense under leases | $ 800 | $ 761 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Jan. 26, 2022 | Jan. 20, 2022 | Mar. 31, 2022 | Feb. 22, 2022 | |
Related Party Transactions (Details) [Line Items] | ||||
Cash bonus | $ 50,000 | |||
Nature of Common Ownership or Management Control Relationships | $100,000 | |||
Beneficial Owner [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Marketing services | $ 10,800 | |||
Chief Executive Officer [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Salary | $ 310,000 | |||
Secured note payable, percentage | 4.00% | |||
Secured note payable | $ 100,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | 1 Months Ended | 2 Months Ended | |
May 31, 2022 | Apr. 30, 2022 | May 16, 2022 | |
Subsequent Events (Details) [Line Items] | |||
Shares issued | 200,000 | 1,556 | |
Sold preferred stock value | $ 140,000 | ||
Exercise prices | $ 0.2595 | ||
June 15, 2023 [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Shares issued | 400,000 | ||
Exercise prices | $ 0.9 | ||
Chief Executive Officer [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Received bonus | $ 50,000 | ||
Chief Financial Officer [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Received bonus | $ 75,000 | ||
Consultant [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Shares issued | 225,000 | ||
Term period | 2 years | ||
Consultant [Member] | Minimum [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Exercise prices | $ 1.28 | ||
Consultant [Member] | Maximum [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Exercise prices | $ 1.31 |