UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2024
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 0-53944

REGO PAYMENT ARCHITECTURES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware	35-2327649
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
325 Sentry Parkway, Suite 200
Blue Bell, PA	19422
(Address of Principal Executive Offices)	(Zip Code)
(267) 465-7530
(Registrant’s Telephone Number, Including Area Code)
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
None

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

1

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ☐	Accelerated filer  ☐
Non-accelerated filer  ☒	Smaller reporting company  ☒
Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 136,148,105 shares of common stock outstanding at August 14, 2024.

2

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION
Cautionary Note Regarding Forward-Looking Statements		4
ITEM 1.	Financial Statements	5
Condensed Consolidated Balance Sheets (Unaudited)		6
Condensed Consolidated Statements of Comprehensive Loss (Unaudited)		7
Condensed Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited)		8
Condensed Consolidated Statements of Cash Flows (Unaudited)		9
Notes to Condensed Consolidated Financial Statements (Unaudited)		10
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	23
ITEM 4.	Controls and Procedures	23
PART II - OTHER INFORMATION
ITEM 1.	Legal Proceedings	24
ITEM 1A.	Risk Factors	24
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
ITEM 3.	Defaults Upon Senior Securities	24
ITEM 4.	Mine Safety Disclosures	24
ITEM 5.	Other Information	24
ITEM 6.	Exhibits	24
SIGNATURES		25

3

PART I - FINANCIAL INFORMATION

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts included or incorporated by reference in this Quarterly Report on Form 10-Q, including without limitation, statements regarding our future financial position, business strategy, budgets, projected revenues, projected costs and plans and objectives of management for future operations, are forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expects,” “intends,” “plans,” “projects,” “estimates,” “anticipates,” “believes,” “contemplates,” “targets,” “could,” “would” or “should” or the negative thereof or any variation thereon or similar terminology or expressions. Management cautions readers not to place undue reliance on any of the Company’s forward-looking statements, which speak only as of the date made.

We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are not guarantees and are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to: our ability to raise additional capital, the absence of any material operating history or revenue, our ability to attract and retain qualified personnel, our ability to develop and introduce a new service and products to the market in a timely manner, market acceptance of our services and products, our limited experience in the industry, the ability to successfully develop licensing programs and generate business, rapid technological change in relevant markets, unexpected network interruptions or security breaches, changes in demand for current and future intellectual property rights, legislative, regulatory and competitive developments, intense competition with larger companies, general economic conditions, and other risks discussed in Part I – Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the Securities and Exchange Commission (the “SEC”), and the Company’s other subsequent filings with the SEC.

All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the foregoing. The Company has no obligation to and does not undertake to update, revise, or correct any of these forward-looking statements after the date of this report.

4

ITEM 1. FINANCIAL STATEMENTS

Rego Payment Architectures, Inc.

CONTENTS

	PAGE
CONDENSED CONSOLIDATED BALANCE SHEETS	6
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS	7
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT	8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	9
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	10 to 16

5

Rego Payment Architectures, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

	June 30, 2024			December 31, 2023
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	6,335,372		$	6,256,634
Prepaid expenses		-			18,322
Deposits		341			341
TOTAL CURRENT ASSETS		6,335,713			6,275,297
OTHER ASSETS
Patents and trademarks, net of accumulated amortization of $349,846 and $330,179		305,482			325,150
		305,482			325,150
TOTAL ASSETS	$	6,641,195		$	6,600,447
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	8,015,344		$	7,785,443
Accounts payable and accrued expenses - related parties		2,173			2,059
Loans payable		42,600			42,600
10% secured convertible notes payable - stockholders		3,036,237			3,316,357
Notes payable - stockholders		595,000			595,000
4% secured convertible notes payable - stockholders		14,981,250			14,981,250
Preferred stock dividend liability		12,564,224			11,267,790
TOTAL CURRENT LIABILITIES		39,236,828			37,990,499
CONTINGENCIES
STOCKHOLDERS' DEFICIT
Preferred stock, $.0001 par value; 2,000,000 preferred shares authorized; 195,500 preferred shares Series A authorized; 98,350 shares issued and outstanding at June 30, 2024 and December 31, 2023		10			10
Preferred stock, $.0001 par value; 2,000,000 preferred shares authorized; 347,222 preferred shares Series B authorized; 281,169 shares issued and outstanding at June 30, 2024 and 234,403 shares issued and outstanding at December 31, 2023		29			24
Preferred stock, $.0001 par value; 2,000,000 preferred shares authorized; 300,000 preferred shares Series C authorized; 0 shares issued and outstanding at June 30, 2024 and December 31, 2023		-			-
Common stock, $ .0001 par value; 230,000,000 shares authorized; 136,148,105 shares issued and outstanding at June 30, 2024 and 135,848,105 shares issued and outstanding at December 31, 2023		13,615			13,585
Additional paid in capital		109,733,260			104,707,296
Accumulated deficit		(142,342,547	)		(136,110,967	)
STOCKHOLDERS' DEFICIT		(32,595,633	)		(31,390,052	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	6,641,195		$	6,600,447

See the accompanying notes to the condensed consolidated financial statements.

6

Rego Payment Architectures, Inc.

Condensed Consolidated Statements of Comprehensive Loss

(Unaudited)

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2024			2023			2024			2023
NET REVENUE	$	-		$	-		$	-		$	-
OPERATING EXPENSES
Transaction expense		87,132			58,678			200,333			114,962
Sales and marketing		187,237			653,363			409,460			1,007,343
Product development		683,949			605,658			1,680,290			1,292,406
General and administrative		1,438,287			4,570,440			2,150,910			8,628,485
Total operating expenses		2,396,605			5,888,139			4,440,993			11,043,196
NET OPERATING LOSS		(2,396,605	)		(5,888,139	)		(4,440,993	)		(11,043,196	)
OTHER EXPENSE
Interest expense		(247,076	)		(254,078	)		(494,151	)		(507,922	)
		(247,076	)		(254,078	)		(494,151	)		(507,922	)
NET LOSS		(2,643,681	)		(6,142,217	)		(4,935,144	)		(11,551,118	)
LESS: Accrued preferred dividends		(666,296	)		(645,063	)		(1,296,434	)		(911,927	)
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(3,309,977	)	$	(6,787,280	)	$	(6,231,578	)	$	(12,463,045	)
BASIC AND DILUTED NET LOSS PER COMMON SHARE	$	(0.02	)	$	(0.05	)	$	(0.05	)	$	(0.10	)
BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING		135,996,457			130,599,494			135,922,691			127,466,744

See the accompanying notes to the condensed consolidated financial statements.

7

Rego Payment Architectures, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Deficit

For the Three and Six Months Ended June 30, 2024 and June 30, 2023

(Unaudited)

	Preferred				Preferred				Preferred				Common
	Stock Series A				Stock Series B				Stock Series C				Stock				Additional
	Number of				Number of				Number of				Number of				Paid-In		Accumulated			Noncontrolling
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Interests		Total
Balance, December 31, 2023		98,350	$	10		234,403	$	24		-	$	-		135,848,105	$	13,585	$	104,707,296	$	(136,110,967	)	$	-	$	(31,390,052	)
Conversion of 10% secured convertible notes into Series B Preferred Stock		-		-		5,399		1		-		-		-		-		485,893		-			-		485,894
Fair value of options for services		-		-		-		-		-		-		-		-		114,522		-			-		114,522
Accrued preferred dividends		-		-		-		-		-		-		-		-		-		(630,140	)		-		(630,140	)
Net loss		-		-		-		-		-		-		-		-		-		(2,291,463	)		-		(2,291,463	)
Balance, March 31, 2024		98,350	$	10		239,802	$	25		-	$	-		135,848,105	$	13,585	$	105,307,711	$	(139,032,570	)	$	-	$	(33,711,239	)
Sale of Series B Preferred Stock		-		-		41,367		4		-		-		-		-		3,723,016		-			-		3,723,020
Issuance of common stock to board members and employees		-		-		-		-		-		-		300,000		30		307,470		-			-		307,500
Fair value of options for services		-		-		-		-		-		-		-		-		395,063		-			-		395,063
Accrued preferred dividends		-		-		-		-		-		-		-		-		-		(666,296	)		-		(666,296	)
Net loss		-		-		-		-		-		-		-		-		-		(2,643,681	)		-		(2,643,681	)
Balance, June 30, 2024		98,350	$	10		281,169	$	29		-	$	-		136,148,105	$	13,615	$	109,733,260	$	(142,342,547	)	$	-	$	(32,595,633	)

	Preferred					Preferred				Preferred				Common
	Stock Series A					Stock Series B				Stock Series C				Stock				Additional
	Number of					Number of				Number of				Number of				Paid-In			Accumulated			Noncontrolling
	Shares			Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Interests			Total
Balance, December 31, 2022		100,350		$	10		162,485	$	17		-	$	-		124,160,885	$	12,416	$	83,255,319		$	(117,157,414	)	$	(97,704	)	$	(33,987,356	)
Conversion of Series A Preferred Stock into common stock		(2,000	)		-		-		-		-		-		222,220		22		(22	)		-			-			-
Sale of Series B Preferred Stock		-			-		8,444		-		-		-		-		-		759,999			-			-			759,999
Issuance of common stock to board members and employees		-			-		-		-		-		-		7,200,000		720		8,278,430			-			-			8,279,150
Exercise of options		-			-		-		-		-		-		80,000		8		79,592			-			-			79,600
Fair value of options for services		-			-		-		-		-		-		-		-		504,862			-			-			504,862
Accrued preferred dividends		-			-		-		-		-		-		-		-		-			(261,966	)		(4,898	)		(266,864	)
Net loss		-			-		-		-		-		-		-		-		-			(5,408,901	)		-			(5,408,901	)
Balance, March 31, 2023		98,350		$	10		170,929	$	17		-	$	-		131,663,105	$	13,166	$	92,878,180		$	(122,828,281	)	$	(102,602	)	$	(30,039,510	)
Sale of Series B Preferred Stock		-			-		56,585		6		-		-		-		-		5,092,494			-			-			5,092,500
Issuance of common stock to board members and employees		-			-		-		-		-		-		1,375,000		138		1,662,613			-			-			1,662,751
Issuance of common stock to consultants		-			-		-		-		-		-		250,000		25		312,475			-			-			312,500
Exercise of options		-			-		-		-		-		-		1,960,000		196		546,854			-			-			547,050
Fair value of options for services		-			-		-		-		-		-		-		-		1,907,746			-			-			1,907,746
Accrued preferred dividends		-			-		-		-		-		-		-		-		-			(640,063	)		(5,000	)		(645,063	)
Net loss		-			-		-		-		-		-		-		-		-			(6,142,217	)		-			(6,142,217	)
Balance, June 30, 2023		98,350		$	10		227,514	$	23		-	$	-		135,248,105	$	13,525	$	102,400,362		$	(129,610,561	)	$	(107,602	)	$	(27,304,243	)

See the accompanying notes to the condensed consolidated financial statements.

8

Rego Payment Architectures, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	For the Six Months Ended June 30,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(4,935,144	)	$	(11,551,118	)
Adjustments to reconcile net loss to net cash used in operating activities:
Fair value of common stock issued in exchange for services		307,500			10,254,401
Fair value of options issued in exchange for services		509,585			2,412,608
Depreciation and amortization		19,668			19,293
Decrease (increase) in assets
Receivables		-			(18,000	)
Prepaid expenses		18,322			867
Increase (decrease) in liabilities
Accounts payable and accrued expenses		435,672			400,112
Accounts payable and accrued expenses - related parties		114			67,981
Common stock to be issued		-			(5,350,000	)
Net cash used in operating activities		(3,644,283	)		(3,763,856	)
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in patents		-			(3,826	)
Net cash used in investing activities		-			(3,826	)
CASH FLOWS FROM FINANCING ACTIVITIES
Exercise of options		-			626,650
Proceeds from sale of Series B Preferred Stock		3,723,021			5,852,499
Net cash provided by financing activities		3,723,021			6,479,149
NET INCREASE IN CASH AND CASH EQUIVALENTS		78,738			2,711,467
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD		6,256,634			6,005,667
CASH AND CASH EQUIVALENTS - END OF PERIOD	$	6,335,372		$	8,717,134
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during period for:
Interest	$	-		$	-
Income taxes	$	-		$	-
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
Accrued preferred dividends	$	1,296,434		$	911,927
Conversion of Series A Preferred stock to common stock	$	-		$	22
Conversion of 10% secured convertible note payable and accrued interest into 5,399 shares of Series B Preferred Stock	$	485,893		$	-

See the accompanying notes to the condensed consolidated financial statements.

9

Rego Payment Architectures, Inc.

Notes to Condensed Consolidated Financial Statements

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® - a family focused mobile banking solution. Headquartered in Blue Bell, Pennsylvania, the Company maintains a portfolio of trade secrets and four US patent awards. REGO offers an all-digital financial payments platform to enable minors, particularly under 13 years old, to purchase goods and services, complete chores and learn in a secure online environment guided by parental permission, oversight, and control, while remaining Children’s Online Privacy Protection Act (“COPPA”) and General Data Protection Regulation (“GDPR”) compliant.

Management believes that building on its COPPA advantage that 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.

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 2023 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, 2023 as filed with the SEC. Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

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 or markets similar technology to compete with the Company.

Recently Issued Accounting Pronouncements Not Yet Adopted

As of June 30, 2024, there are no recently issued accounting standards not yet adopted which would have a material effect on the Company’s financial statements.

10

NOTE 2 – MANAGEMENT PLANS

The accompanying condensed 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.

As of August 14, 2024, the Company has a cash position of approximately $5.5 million. Based upon the current cash position and the Company’s planned expense run rate, management believes the Company has funds currently to finance its operations through March 2025.

NOTE 3 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES - RELATED PARTIES

As of June 30, 2024 and December 31, 2023, the Company owed the Chief Executive Officer, who is also a more than 5% beneficial owner, a total of $1,442 and $1,328 in unpaid salary.

As of June 30, 2024 and December 31, 2023, the Company owed the Chief Financial Officer $731 in unpaid salary.

NOTE 4 – LOANS PAYABLE

Loans payable as of June 30, 2024 and December 31, 2023 were $42,600. Interest accrued on the loans at 6% and 10% was $11,208 and $9,731 as of June 30, 2024 and December 31, 2023. Interest expense related to these loans payable was $739 and $1,477 for the three and six months ended June 30, 2024 and $739 and $1,469 for the three and six months ended June 30, 2023.

NOTE 5 – 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 December 31, 2024, 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.

11

The Notes are recorded as a current liability as of June 30, 2024 and December 31, 2023 in the amount of $3,036,237 and $3,316,357. Interest accrued on the Notes was $2,788,912 and $2,842,873 as of June 30, 2024 and December 31, 2023. Interest expense related to these Notes payable was $75,906 and $151,812 for the three months and six months ended June 30, 2024 and $82,909 and $165,818 for the three and six months ended June 30, 2023.

During the six months ended June 30, 2024, a 10% Secured Convertible Noteholder converted $280,120 of principal plus $205,773 of accrued interest into 5,399 shares of Series B Preferred Stock.

NOTE 6 – 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 June 30, 2024 and December 31, 2023 in the amount of $595,000. Interest accrued on the notes, as of June 30, 2024 and December 31, 2023 was $402,262 and $361,026. Interest expense, including accretion of discounts, and warrants issued related to these notes payable was $20,618 and $41,237 for the three and six months ended June 30, 2024 and $21,357 and $41,749 for the three and six months ended June 30, 2023.

NOTE 7 – 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 the years 2016 through 2022.

The New Secured Notes are convertible by the holders, at any time, into shares of the Company’s authorized Series C Cumulative Convertible Preferred Stock (“Series C Preferred Stock”) at a conversion price of $90.00 per share, subject to adjustment for stock splits, stock dividends and similar transactions with respect to the Series C Preferred Stock only. Each share of Series C Preferred Stock is currently convertible into 100 shares of the Company’s common stock at a current conversion price of $0.90 per share, subject to full ratchet anti-dilution adjustment for one year and weighted average anti-dilution adjustment thereafter, as described in the Certificate of Designation of the Series C Preferred Stock. Upon a liquidation event, the Company shall first pay to the holders of the Series C Preferred Stock, on a pari passu basis with the holders of the Company’s outstanding Series A Preferred Stock and Series B Preferred Stock, an amount per share equal to 700% of the conversion price (i.e., $630.00 per share of Series C Preferred Stock), plus all accrued and unpaid dividends on each share of Series C Preferred Stock (the “Series C Preference Amount”). The Series C Preference Amount shall be paid prior and in preference to payment of any amounts to the Common Stock. After the payment of all preferential amounts required to be paid to the holders of shares of Series C Preferred Stock, Series A Preferred Stock, Series B Preferred Stock and any additional senior preferred stock, the Series C Preferred Stock participates in further distributions subject to an aggregate cap of seven and one-half times (7.5x) the original issue price thereof, plus all accrued and unpaid dividends.

The maturity dates of the New Secured Notes were extended by the investors most recently to December 31, 2024.

The New Secured Notes are recorded as a current liability in the amount of $14,981,250 as of June 30, 2024 and December 31, 2023. Interest accrued on the New Secured Notes was $3,049,324 as of June 30, 2024 and $2,749,699, as of December 31, 2023. Interest expense, including the accretion of discounts related to these New Secured Notes was $149,813 and $299,625 for the three and six months ended June 30, 2024 and June 30, 2023.

NOTE 8 – INCOME TAXES

Income tax expense was $0 for the three and six months ended June 30, 2024 and 2023.

As of January 1, 2024, the Company had no unrecognized tax benefits, and accordingly, the Company did not recognize interest or penalties during 2024 related to unrecognized tax benefits. There has been no change in unrecognized tax benefits during the three and six months ended June 30, 2024, and there was no accrual for uncertain tax positions as of June 30, 2024. Tax years from 2020 through 2023 remain subject to examination by major tax jurisdictions.

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There is no income tax benefit for the losses for the three and six months ended June 30, 2024 and 2023, since management has determined that the realization of the net tax deferred asset is not assured and has created a valuation allowance for the entire amount of such benefits.

NOTE 9 – 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 $19,670,000, 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.

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 $50,610,420 as of June 30, 2024, 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 six months ended June 30, 2024 and 2023, the Company sold 41,367 and 65,029 shares of the Company’s Series B Preferred Stock in private placements to accredited investors and received proceeds of $3,723,021 and $5,852,610.

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 June 30, 2024, 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.

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As of June 30, 2024, the value of the cumulative 8% dividends for all Rego preferred stock was $12,564,224. 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.

NOTE 10 – STOCKHOLDERS’ EQUITY

On February 22, 2024, the Company engaged a merchant bank in a consultative capacity to advise on capital funding and strategic initiatives which include the prospective sale of the Company. The Company will pay a fee equal to 1.5% of the transaction value upon closing. This contingency has not yet been met as of June 30, 2024.

Option Amendments and Adjustments

On January 2, 2024, the Board of Directors approved amendments extending the term of certain outstanding options to purchase in the aggregate 300,000 shares of common stock of the Company at an exercise price of $0.90 per share. These options were scheduled to expire in January 2024 and were each extended to December 31, 2025. The increase in fair value of this term extension was $66,705 which was expensed during the three months ended March 31, 2024. 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 62.8%, risk free interest rate of 4.33%, and expected option life of 2.0 years.

On March 29, 2024, the Board of Directors approved amendments extending the term of certain outstanding options to purchase in the aggregate 125,000 shares of common stock of the Company at an exercise price of $1.31 per share. These options were scheduled to expire in April 2024 and were each extended to December 31, 2025. The increase in fair value of this term extension was $17,806 which was expensed during the three months ended March 31, 2024. 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 58.7%, risk free interest rate of 4.59%, and expected option life of 2.0 years.

On June 10, 2024, the Board of Directors approved amendments extending the term of certain outstanding options to purchase in the aggregate 900,000 shares of common stock of the Company at exercise prices ranging from $0.90 to $1.25 per share. These options were scheduled to expire in the second and third quarter of 2024 and were each extended to December 31, 2025. The increase in fair value of this term extension was $220,647 which was expensed during the three months ended June 30, 2024. 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 61.5%, risk free interest rate of 4.87%, and expected option life of 1.5 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.

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NOTE 11 – STOCK OPTIONS AND WARRANTS

During 2008, the Board of Directors (“Board”) of the Company adopted the 2008 Equity Incentive Plan (“2008 Plan”) that was approved by the stockholders. Under the 2008 Plan, the Company was authorized to grant options to purchase up to 25,000,000 shares of common stock to any officer, other employee or director of, or any consultant or other independent contractor who provides services to the Company. The 2008 Plan was intended to permit stock options granted to employees under the 2008 Plan to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (“Incentive Stock Options”). All options granted under the 2008 Plan, which are not intended to qualify as Incentive Stock Options are deemed to be non-qualified options (“Non-Statutory Stock Options”). As of June 30, 2024, under the 2008 Plan, options to purchase 200,000 shares of common stock remain outstanding 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 was 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 was intended to permit stock options granted to employees under the 2013 Plan to qualify as Incentive Stock Options. All options granted under the 2013 Plan, which are not intended to qualify as Incentive Stock Options are deemed to be Non-Statutory Stock Options. As of June 30, 2024, under the 2013 Plan, grants of restricted stock and options to purchase 1,200,000 shares of common stock remain outstanding and are unexercised, and no shares of common stock remained available for grants under the 2013 Plan. The 2013 Plan expired on November 18, 2023.

The Company also grants stock options outside the option plans 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 six months ended June 30, 2024:

Risk Free Interest Rate		4.8	%
Expected Volatility		60.7	%
Expected Life (in years)		2.0
Dividend Yield		0	%
Weighted average estimated fair value of options during the period	$	0.38

During the six months ended June 30, 2024, the Company issued options to purchase 496,150 shares of the Company’s common stock to various consultants and employees. The options were valued at $204,427 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 six months ended June 30, 2024:

	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, 2023		14,320,000		$	0.90	1.5	$	8,416
Granted		496,150			1.04	1.9		-
Exercised		-			-	-		-
Expired/Cancelled		(747,500	)		0.90	-		-
Balance, June 30, 2024		14,068,650		$	0.90	1.2	$	1,640
Exercisable at June 30, 2024 and expected to vest thereafter		14,068,650		$	0.90	1.2	$	1,640

(1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $0.82 for the Company’s common stock on June 30, 2024.

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REGO expensed $395,063 and $509,585 for the three and six months ended June 30, 2024 and $1,907,746 and $2,412,608 for the three and six months ended June 30, 2023 with respect to stock options.

As of June 30, 2024, there was $0 of unrecognized compensation cost related to outstanding stock options. The difference, if any, between the stock options exercisable at June 30, 2024 and the stock options exercisable and expected to vest relates to management’s estimate of options expected to vest in the future.

NOTE 12 – OPERATING LEASES

For the three and six months ended June 30, 2024, total rent expense under leases amounted to $1,316 and $2,655 and for the three and six months ended June 30, 2023 total rent under leases amounted to $1,252 and $2,483. The Company has elected not to recognize right-of-use assets and lease liabilities arising from short-term leases. The Company has no long-term lease obligations as of June 30, 2024.

NOTE 13 – RELATED PARTY TRANSACTIONS

On March 1, 2024, the Chief Executive Officer and the Chief Financial Officer each received cash bonuses of $30,000 for a total of $60,000 in aggregate.

On May 16, 2024 the following performance bonuses were earned pursuant the successful completion of the Series B Preferred financing accomplished via a final $3.5 million private placement: 1) Shares of Common Stock: Chief Executive Officer: 300,000 shares; 2) Cash Compensation: Chairman: $50,000; Chief Executive Officer: $50,000; and Chief Financial Officer: $30,000. For the Common Stock award, the Company recorded share-based compensation expense of $307,500, the fair value of the Common Stock issued, in May 2024.

NOTE 14 - INVESTOR PRIVATE LINE OF CREDIT

On March 13, 2023, the Company entered into an Investor Private Line of Credit agreement (the “LOC Agreement”) with an existing shareholder of the Company (the “Lender”). Pursuant to this agreement, the Lender may extend unsecured loans to the Company in the amount of up to twenty million dollars ($20,000,000) which may be drawn upon by the Company for a period of one year in order to provide additional capital to facilitate the Company’s operations. Drawings may be made by the Company as long as there has not been any material change in the operations of the Company. Loans under the LOC Agreement bear interest at the rate of 7% per annum. Drawings under the LOC Agreement must be repaid in full: (i) upon the execution and completion of a sale, merger or other transaction of the Company whereby the Company transfers its ownership and/or its assets to a third party within thirty (30) days of the completion of the transaction (a “Change of Control”) or (ii) if a Change of Control does not occur within one year from the date of the LOC Agreement, the Company will repay any amounts outstanding within sixty (60) days.

On March 13, 2024, the Company entered into an Amendment to Investor Private Line of Credit (the “Amendment”) with the Lender. The Amendment extended the maturity date of the existing Investor Private Line of Credit Agreement with the Lender by one year, from March 13, 2024 to March 13, 2025.

As of June 30, 2024 the outstanding balance on this LOC is $0.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Overview

REGO Payment Architectures, Inc. is a provider of consumer software that delivers a mobile payment platform—Mazoola® - a family focused mobile banking solution. Headquartered in Blue Bell, Pennsylvania, the Company maintains a portfolio of trade secrets and four US patent awards. REGO offers an all-digital financial payments platform to enable minors, particularly under 13 years old, to transact, complete chores and learn in a secure online environment guided by parental permission, oversight, and control, while remaining COPPA and GDPR compliant.

COPPA applies not only to websites and mobile apps. It can apply to a growing list of connected devices that is included in the Internet of Things. Some of these include toys and products that could collect personal information, such as voice recordings or geolocation information. Non-compliance with COPPA has meant substantial fines for many violators.

Management believes that by building on its COPPA compliance advantage, the future of REGO Payment Architectures, Inc. will be based on the foundational architecture of its software platform (the “Platform”) that will allow its use across multiple financial markets where secure controlled payments are needed. The Company intends to license in each alternative field of use the ability for its partners, distributors and/or value-added resellers to private label each of the alternative markets. These partners will deploy, customize and support each implementation under their own label, but with acknowledgement of the Company’s proprietary intellectual assets as the base technology. Management believes this approach will enable the Company to reduce marketing expenses while broadening its reach.

Further, California passed the California Consumer Privacy Act of 2018 (“CCPA”) on June 28, 2018. CCPA gives consumers (defined as natural citizens who are California residents) four rights relative to their personal information as follows:

● the right to know, through a general privacy policy and with more specifics available upon request, what personal information a business has collected about them, where it was sourced from, what it is being used for, whether it is being disclosed or sold, and to whom it is being disclosed or sold;

● the right to “opt out” of allowing a business to sell their personal information to third parties (or, for consumers who are under 16 years old, the right not to have their personal information sold absent their, or their parent’s, opt-in);

● the right to have a business delete their personal information, with some exceptions; and

● the right to receive equal service and pricing from a business, even if they exercise their privacy rights under the CCPA.

With respect to the evolving CCPA, the Company has designed its Platform and app to be in compliance.

Additionally, the European Parliament and Council agreed upon the General Data Protection Regulation (“GDPR”) in April 2016, to replace the Data Protection Directive 95/46/EC. This is the primary law regulating how companies protect European Union (“EU”) citizens’ personal data. GDPR became effective on May 25, 2018. Companies that fail to achieve GDPR compliance are subject to severe fines and penalties.

GDPR requirements apply to each member state of the European Union, aiming to create more consistent protection of consumer and personal data across EU nations. Some of the key privacy and data protection requirements of the GDPR include:

● Requiring the consent of subjects for data processing

● Anonymizing collected data to protect privacy

● Providing data breach notifications

● Safely handling the transfer of data across borders

● Requiring certain companies to appoint a data protection officer to oversee GDPR compliance

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In short, the handling of EU citizens’ data is mandated by GDPR using a baseline set of standards for companies that are designed to better safeguard the processing and movement of personal data. The Company has designed its Platform and app to be in compliance with GDPR, and has received the GDPRkidsTM Trustmark from PRIVO.

Revenues generated from the Platform will come from multiple sources depending on the level of service and facilities requested. There will be levels of subscription revenue paid monthly, service fees, transaction fees and in some cases, revenue sharing and licensing with banking and distribution partners.

Our goal, moving forward, is to enable both incumbent and new financial technology (“FinTech”) participants, as well as key verticals with a large base of ‘family accounts,’ to provide their consumers with safe and empowering youth money management and financial literacy content and tools via the mobile payment platform.

While some of the REGO Platform can be easily duplicated/commoditized, such as the app skin, APIs to retailers, APIs to financial infrastructure and cloud storage, we believe that defending our market position rests on three factors:

1. The ability to define data control settings from parent to child.

Our approach to this opportunity uses a master account to dictate purchase rules to sub-accounts via a hierarchical architecture. This approach adheres to data flow and privacy policy requirements specifically outlined for COPPA compliance. We believe other approaches based on machine learning, or other artificial intelligence methodologies are potentially viable alternatives but are likely too costly, do not meet current compliance timelines, and may defy the core of COPPA’s “opt-in” parameters. There is considerable room for next-generation automation techniques to be layered on REGO’s hierarchical approach. Given its current stability and scalability metrics, the REGO Platform strongly features these advances in its technical development roadmap without compromising any of its current data control performance.

2. The ability to (mis)attribute the child’s transaction and personal identification.

REGO has solved this issue by masking user data and maintaining separate identity and financial data flows. As a result, REGO can verify the age of the internet user through the transaction lifecycle on its Platform. Authenticating and validating the identity of the actual user on the internet remains one of the more difficult cybersecurity challenges. Current approaches are mainly not for commercial use; however, there is investment in commercial innovation in this area. REGO’s data control features and its (mis)attribution approach are inextricably linked and a key to its scalability and extensibility.

3. The ability to disseminate transactional data on minors while remaining COPPA and GDPR compliant.

The highest value data will be that which shows the most nuanced detail afforded under current regulations. Without extreme data control features, such as in the REGO Platform, any lesser data precision will be less valuable.

These three factors are all supported by REGO’s patented technology.

REGO addresses hard industry problems such as:

● COPPA compliant technology with a key component being its ability to verify the age of an internet user

● A master and sub-account architecture with the ability to administer user-specific controls

● An advanced rules engine to provide strict automated compliance of the parental rules for each child

● Near real-time buying behavior database on minors - anonymized geolocation, age range and purchases

Currently, we are targeting established brands with large family-focused account bases — including banks, telecommunication companies, faith-based organizations, media distributors, mobile device Original Equipment Manufacturers (“OEMs”), and merchants.

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We are seeking partners that will leverage our Platform to:

Buy vs. Build: Partners can license or revenue share for their specific market or field of use a safe, compliant system, instead of building one on their own.

Safety & Security: Partners can safely engage a younger consumer segment and their families with a new family friendly peer-to-peer-payment approach. Vendors will be explicitly protected from non-compliant transactions and the underlying technology protects the privacy of the user.

Youth Financial Literacy: Partners can expand their brand story around empowerment and education of youth financial literacy while engaging their ‘future customers’ with Gen Z, a digital native population of post-millennial youth.

The REGO Mazoola® app and associated digital wallet technology is designed to enable our partners to engage families with Gen Z and Gen Alpha youths through a money management, transactional and financial literacy platform that enables young people to make smart decisions about the things they value in life — including their money, their time, their ideas and their connections. The Mazoola® app enables a new way for individual users to own and monetize their purchasing behavior that is currently unavailable to them.

In addition, we are analyzing specific components of our technology for individual monetization as well as exploring opportunities in the Business to Business (“B2B”) realm.

Other markets for potential licensed applications are:

● Government social services payments where control over how benefits allowances are used is required. This is particularly necessary in some European countries where social benefits are not being used as intended by the government or where benefits are subject to fraud.

● Closed network consumer to business (C2B) and business to business (B2B). An example is school lunch programs where the consumer can make direct mobile payments to the provider’s point of sale (POS) terminal without the need to traverse the traditional merchant payment system. This reduces the cost per transaction for the vendor and provides instant non-repudiated settlement. Many school lunch programs are now provided by large catering companies. This is particularly valuable as credit card fees, transaction fees and service fees can exceed 3% in overhead costs per transaction dependent on the negotiated rate. Removing this overhead can have significant positive financial impact on profitably. It also allows the closed network to own its own behavioral use data thus obviating the need to pay a third party for the same data.

● Integration of our certified COPPA-compliant white label Family Wallet Banking-as-a-Platform into digital banking platforms. This will make the Company's family wallet available to financial institutions which will allow end-user customers of subscribing financial institutions to utilize the Company's family wallet.

We believe that our near-term success will depend particularly on our ability to develop customer awareness and confidence in our service. Since we have extremely limited capital resources, we will need to closely manage our expenses and conserve our cash by continually monitoring any increase in expenses and reducing or eliminating unnecessary expenditures. Our prospects must be considered in light of the risks, expenses and difficulties encountered by companies at an early stage of development, particularly given that we operate in new and rapidly evolving markets, that we have limited financial resources, and face an uncertain economic environment. We may not be successful in addressing such risks and difficulties.

Results of Operations

Comparison of the Three Months Ended June 30, 2024 and 2023

The following discussion analyzes our results of operations for the three months ended June 30, 2024 and 2023. The following information should be considered together with our condensed financial statements for such periods and the accompanying notes thereto.

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Net Revenue

We have not generated significant revenue since our inception. For the three months ended June 30, 2024 and 2023, we generated revenues of $0 and $0.  

Net Loss 

For the three months ended June 30, 2024 and 2023, we had a net loss of $2,643,681 and $6,142,217.

Transaction Expense

Transaction expense for the three months ended June 30, 2024 was $87,132 compared to $58,678 for the three months ended June 30, 2023. These are transactional charges primarily for the operation of the Mazoola® app, and the Chore Check app.

Sales and Marketing

Sales and marketing expenses for the three months ended June 30, 2024 were $187,237 compared to $653,363 for the three months ended June 30, 2023, a decrease of $466,126. The decrease was due to lower marketing consulting expenditures along with lower marketing options expense for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023.

Product Development

Product development expenses were $683,949 and $605,658 for the three months ended June 30, 2024 and 2023, an increase of $78,291. The Company incurred increased programming, consulting, and payroll costs for the three months ended June 30, 2024 as compared to the three months ended June 30, 2023. These increased costs were related to the integration of the Platform for potential white label channel partners.

General and Administrative Expenses

General and administrative expenses decreased $3,132,153 to $1,438,287 for the three months ended June 30, 2024 from $4,570,440 for the three months ended June 30, 2023. The Company expensed approximately $1,000,000 for stock grants to officers and directors during the three months ended June 30, 2023 which did not occur during the three months ended June 30, 2024. Additionally, there was a $1,700,000 decrease in consulting options expense, a $300,000 decrease in professional fees, and a $100,000 decrease in board compensation for the three months ended June 30, 2024 when compared to the three months ended June 30, 2023.

Interest Expense

The Company incurred interest expense of $247,076 and $254,078 for the three months ended June 30, 2024 and June 30, 2023.

Dividend Accrual

Accrued preferred dividend expense increased by $21,233 to $666,296 for the three months ended June 30, 2024 compared to $645,063 for the three months ended June 30, 2023. The expense increased as a result of the additional Series B Preferred Stock sold since June 30, 2023.

Comparison of the Six Months Ended June 30, 2024 and 2023

The following discussion analyzes our results of operations for the six months ended June 30, 2024 and 2023. The following information should be considered together with our condensed financial statements for such periods and the accompanying notes thereto.

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Net Revenue

We have not generated significant revenue since our inception. For the six months ended June 30, 2024 and 2023, we generated revenues of $0 and $0.  

Net Loss 

For the six months ended June 30, 2024 and 2023, we had a net loss of $4,935,144 and $11,551,118.

Transaction Expense

Transaction expense for the six months ended June 30, 2024 was $200,333 compared to $114,962 for the six months ended June 30, 2023. These are transactional charges primarily for the operation of the Mazoola® app, and the Chore Check app.

Sales and Marketing

Sales and marketing expenses for the six months ended June 30, 2024 were $409,460 compared to $1,007,343 for the six months ended June 30, 2023, a decrease of $597,883. The decrease was due to lower marketing consulting expenditures along with lower marketing options expense for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023.

Product Development

Product development expenses were $1,680,290 and $1,292,406 for the six months ended June 30, 2024 and 2023, an increase of $387,884. The Company incurred increased programming, consulting, and payroll costs for the six months ended June 30, 2024 as compared to the six months ended June 30, 2023. These increased costs were related to the integration of the Platform for potential white label channel partners.

General and Administrative Expenses

General and administrative expenses decreased $6,477,575 to $2,150,910 for the six months ended June 30, 2024 from $8,628,485 for the six months ended June 30, 2023. The Company expensed approximately $3,750,000 for stock grants to officers and directors during the six months ended June 30, 2023 which did not occur during the six months ended June 30, 2024. Additionally, there was a $1,900,000 decrease in consulting options expense, a $500,000 decrease in professional fees, and a $200,000 decrease in board fees for the six months ended June 30, 2024 when compared to the six months ended June 30, 2023.

Interest Expense

During the six months ended June 30, 2024, the Company incurred interest expense of $494,151, compared to $507,922 for the six months ended June 30, 2023, a decrease of $13,771. The decrease in interest expense relates to decreased levels of outstanding debt due to conversion of debt into Series B Preferred Stock.

Dividend Accrual

Accrued preferred dividend expense increased by $384,507 to $1,296,434 for the six months ended June 30, 2024 compared to $911,927 for the six months ended June 30, 2023. The expense increased as a result of the additional Series B Preferred Stock sold since June 30, 2023.

Liquidity and Capital Resources

As of August 14, 2024 we had cash on hand of approximately $5.5 million.

Net cash used in operating activities decreased $119,573 to $3,644,283 for the six months ended June 30, 2024 as compared to $3,763,856 for the six months ended June 30, 2023. The decrease resulted primarily from the change in the fair value of options and the fair value of common stock issued in exchange for services compared to that of the same period in the prior year.

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Net cash used in investing activities decreased to $0 for the six months ended June 30, 2024 from $3,826 for the six months ended June 30, 2023 as a result of a decrease in patents and trademarks expense.

Net cash provided by financing activities decreased to $3,723,021 for the six months ended June 30, 2024 from $6,479,149 for the six months ended June 30, 2023. Proceeds from the sale of Series B Preferred Stock and the exercise of options decreased when compared to the prior year. 

As we have not realized significant revenues since our inception, we have financed our operations through offerings of debt and equity securities.  On March 13, 2023, the Company entered into a $20 million Investor Private Line of Credit agreement with an existing shareholder of the Company. On March 13, 2024, the Company entered into an Amendment to the LOC (the “Amendment”) with the Lender. The Amendment extended the maturity date of the existing LOC with the Lender by one year, from March 13, 2024 to March 13, 2025. As of June 30, 2024 the outstanding balance on this LOC is $0.

Since our inception, we have focused on developing and implementing our business plan.  We believe that our existing cash resources will not be sufficient to sustain our operations during the next twelve months.  We currently need to generate sufficient revenues to support our cost structure to enable us to pay ongoing costs and expenses as they are incurred, finance enhancements to our Platform, and execute the business plan.  If we cannot generate sufficient revenue to fund our business plan, we intend to seek to raise such financing through the sale of debt and/or equity securities.  The issuance of additional equity would result in dilution to existing shareholders. The issuance of convertible debt may also result in dilution to existing stockholders. If we are unable to obtain additional funds when they are needed or if such funds cannot be obtained on terms acceptable to us, we will be unable to execute upon the business plan or pay costs and expenses as they are incurred, which would have a material, adverse effect on our business, financial condition and results of operations. See Note 2, to our consolidated financial statements included in this Form 10-Q. 

Even if we are successful in generating sufficient revenue or in raising sufficient capital in order to commercialize the Platform, our ability to continue in business as a viable going concern can only be achieved when our revenues reach a level that sustains our business operations.  We do not project that significant revenue will be developed at the earliest until the first quarter of 2025. There can be no assurance that we will raise sufficient proceeds, or any proceeds, for us to implement fully our proposed business plan.  Moreover, there can be no assurance that even if the Platform is fully developed and successfully commercialized, that we will generate revenues sufficient to fund our operations.  In either such situation, we may not be able to continue our operations and our business might fail.

Based upon the current cash position and the Company’s planned expense run rate, management believes the Company will not be able to finance its operations beyond March 2025.

The foregoing forward-looking information was prepared by us in good faith based upon assumptions that we believe to be reasonable. No assurance can be given, however, regarding the attainability of the projections or the reliability of the assumptions on which they are based. The projections are subject to the uncertainties inherent in any attempt to predict the results of our operations, especially where new products and services are involved. Certain of the assumptions used will inevitably not materialize and unanticipated events will occur. Actual results of operations are, therefore, likely to vary from the projections and such variations may be material and adverse to us. Accordingly, no assurance can be given that such results will be achieved. Moreover, due to changes in technology, new product announcements, competitive pressures, system design and/or other specifications we may be required to change the current plans. 

Off-Balance Sheet Arrangements

As of June 30, 2024, we do not have any off-balance sheet arrangements.

Critical Accounting Policies

Our financial statements are impacted by the accounting policies used and the estimates and assumptions made by management during their preparation. A complete summary of these policies is included in Note 1 of the Notes to Financial Statements included in the Company’s Form 10-K for the year ended December 31, 2023. We have identified below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows and which require the application of significant judgment by management.

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Stock-based Compensation

We have adopted the fair value recognition provisions of Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 718. In addition, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 107 “Share-Based Payment” (“SAB 107”), which provides supplemental FASB ASC 718 application guidance based on the views of the SEC. Under FASB ASC 718, compensation cost recognized includes compensation cost for all share-based payments granted, based on the grant date fair value estimated in accordance with the provisions of FASB ASC 718.

We have used the Black-Scholes option-pricing model to estimate the option fair values. The option-pricing model requires a number of assumptions, of which the most significant are, expected stock price volatility, the expected pre-vesting forfeiture rate and the expected option term (the amount of time from the grant date until the options are exercised or expire).

All issuances of stock options or other equity instruments to non-employees as consideration for goods or services received by the Company are accounted for based on the fair value of the equity instruments issued.  Non-employee equity-based payments that do not vest immediately upon grant are recorded as an expense over the vesting period.

Revenue Recognition

In accordance with FASB ASC 606, Revenue from Contracts with Customers, the Company recognizes revenue when it satisfies performance obligations, by transferring promised goods or services to customers, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for fulfilling those performance obligations.

Recently Issued Accounting Pronouncements

Recently issued accounting pronouncements are discussed in Note 1 of the Notes to Financial Statements contained elsewhere in this report. 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required.

ITEM 4. CONTROLS AND PROCEDURES.

As of June 30, 2024 we carried out the evaluation of the effectiveness of our disclosure controls and procedures required by Rule 13a-15(e) under the Exchange Act under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2024, our disclosure controls and procedures were effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

There has been no change in our internal control over financial reporting that occurred during our fiscal quarter ended June 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

There have been no material developments since the disclosure provided in the Company’s Form 10-K for the year ended December 31, 2023.

ITEM 1A. RISK FACTORS.

Not required. 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

During the three months ended June 30, 2024, the Company sold 41,367 shares of the Company’s Series B Preferred stock in a private placement to accredited investors and received proceeds of $3,723,030.

Each of the foregoing issuances were exempt from registration pursuant to Section 4(a)(2) of the Securities Act. See the footnotes to the financial statements contained herein for additional detail on the applicable securities issued.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS

31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 101.INS	XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
Exhibit 101.SCH	Inline XBRL Taxonomy Extension Schema Document.
Exhibit 101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
Exhibit 101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
Exhibit 101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
Exhibit 101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
Exhibit 104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	REGO PAYMENT ARCHITECTURES, INC.
	By:	/s/ Joseph R. Toczydlowski
		Joseph R. Toczydlowski
		Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)
Date: August 14, 2024

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