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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-K

 

 (Mark One)

☑	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2016

OR

☐	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. (FORMERLY VIRTUAL PIGGY, INC.)

(Exact Name of Registrant as Specified in Its Charter)

Delaware		35-2327649
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

 

	265 Sunrise Boulevard Palm Beach, Florida  33480
	(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (561) 220-0408

 

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

 

None

 

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

 

Common Stock, $0.0001 par value

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ or No ☑

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ or No ☑

 

 

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 ☑ or No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).   Yes ☑ or No ☐

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

 

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

 

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☐ (Do not check if a smaller reporting company)

Smaller reporting company ☑

 

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

 

The aggregate market value of the common stock held by non-affiliates of the registrant was $11,731,265 as of June 30, 2016 based on the price in which the common stock of the registrant was last sold as reported by the OTC Bulletin Board.  Shares of common stock held by each current executive officer and director and by each person who is known by the registrant to own 5% or more of the outstanding common stock have been excluded from this computation in that such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not a conclusive determination for other purposes.

 

We had 118,017,626 shares of common stock outstanding as of the close of business on March 31, 2017.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

NONE

 

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REGO PAYMENT ARCHITECTURES, INC.

 

FORM 10-K ANNUAL REPORT

Year Ended December 31, 2016

		Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	9
Item 1B.	Unresolved Staff Comments	9
Item 2.	Properties	9
Item 3.	Legal Proceedings	9
Item 4.	Mine Safety Disclosures	9
PART II
Item 5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	10
Item 6.	Selected Financial Data	10
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 8.	Financial Statements and Supplementary Data	15
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	15
Item 9A	Controls and Procedures	15
Item 9B.	Other Information	16
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	17
Item 11.	Executive Compensation	19
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	22
Item 13.	Certain Relationships and Related Transactions, and Director Independence	24
Item 14.	Principal Accountant Fees and Services	24
PART IV
Item 15.	Exhibits and Financial Statement Schedules	25
Item 16.	Form 10-K Summary	28

 

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report 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 fact included or incorporated by reference in this annual report on Form 10-K, 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. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expects,” “intends,” “plans,” “projects,” “estimates,” “anticipates,” or “believes” or the negative thereof or any variation thereon or similar terminology or expressions.  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, our limited revenues generated to date, our ability to attract and retain qualified personnel, our dependence on third party developers who we cannot control, our ability to develop and introduce a new service to the market in a timely manner, market acceptance of our services, our limited experience in a relatively new 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 factors set forth under “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” below.  Except as required by law, we assume no duty to update or revise our forward-looking statements.

 

 

ITEM 1.                BUSINESS.

General Development

 

Rego Payment Architectures, Inc. (the “Company,” “we”, or “us”) was incorporated in Delaware on February 11, 2008 under the name Chimera International Group, Inc.  On April 4, 2008, we amended our certificate of incorporation and changed our name to Moggle, Inc.  On August 22, 2011, we filed a Certificate of Ownership with the Secretary of State of Delaware, pursuant to which the Company’s newly-formed wholly-owned subsidiary, Virtual Piggy Incorporated was merged into and with the Company (the “Merger”). In connection with the Merger and in accordance with Section 253 of the Delaware General Corporation Law, the name of the Company was changed from “Moggle, Inc.” to “Virtual Piggy, Inc.”  On February 28, 2017, we amended our certificate of incorporation and changed our name to Rego Payment Architectures, Inc. Our principal offices are located at 265 Sunrise Boulevard, Palm Beach, Florida  33480 and our telephone number is (561) 220-0408.

On December 3, 2015, the Company incorporated a newly-formed wholly-owned Subsidiary, Finity, Inc.  On December 11, 2015, the Company filed a Statement of Correction with the Pennsylvania Department of State, to change the name of Finity, Inc. to Finitii, Inc.  The purpose of Finitii, Inc. is to teach children financial responsibility as a not for profit organization.  On November 29, 2016, Finitii, Inc. was dissolved, without having any operations since inception.

 

As of the date of this report, we have not generated significant revenues.  Our initial business plan was to develop an online game platform to allow game companies to create, monetize and distribute massive multiplayer online games (MMOG). The Company technology was the monetization component of this overall platform (our “Platform”). During 2010, we analyzed the market potential for an expanded Company solution and decided to concentrate our efforts on the delivery of a full-featured Company solution that was not restricted to online gaming. The expanded Company solution is designed to provide a complete online solution for families and parents to teach their children about financial management and spending on gaming, retail, music and entertainment. In late 2013, we rebranded our Company product under the name “Oink®”.

 

 

In the second half of 2015, the Company changed its management team.  The new team is focused on building and improving the existing platform that will act as the foundation for the strategic alignment with the Financial Technology (“FinTech”) industry.  The FinTech industry is composed primarily of startup companies that use software to provide financial services more efficiently and less costly than traditional financial service companies.  In April 2016, our former Chief Executive Officer (“CEO”) resigned and we hired a new CEO who is concentrating on the FinTech industry as well.

 

In March 2016, we discontinued our prior Oink product offering.

Overview

We are a technology company that will deliver an online and mobile payment platform solution for the family. Our system allows parents and their children to manage, allocate funds and track their expenditures, savings and charitable giving on both a mobile device and online through our web portal.   Our system is designed to allow a minor to transact both online and in traditional brick and mortar retail outlets using the telephone handset as a payment device.  The new payment platform automatically monitors regulatory compliance in real-time for all transactions; including protection of vendors from unintended regulatory infractions.  In addition utilizing the same architecture we allow individual parents to create a contract with each child that sets the rules and parameters of how the child may use the mobile payment system with as much or as little parental oversight as the parent determines is necessary.  In addition, we are including specialized technology that increases and improves the security of the system and protects the user’s identity while in use.

Management believes that building on its COPPA advantage that the future of Rego Payment Architectures, Inc. will be based on the foundational architecture of the system that will allow its use across multiple financial markets where secure controlled payments are needed.  For the under seventeen years of age market, the company will use its OINK. Com brand.  The Company will license in each alternative field of use the ability for its partners, distributors and/ or value added resellers to private label each of the alternative markets.  These partners will deploy, customize and support each implementation under their own label but with acknowledgement of the Company’s proprietary intellectual assets as the base technology.  Management believes this approach will enable the Company to reduce expenses while broadening its reach.

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

In addition, the team is analyzing specific components of our technology for individual monetization as well as exploring opportunities in the Business to Business (“B2B”) realm. The new architecture lends itself to provide closed network capability that allow B2B transactions outside of the traditional payment processing interchange services.  This reduces the cost of transacting between businesses.  Businesses that join the B2B will be able to perform instant settlements of transactions at lower fees than traditional services.

Industry Background

There are over 2 billion teens globally in the world and over 26 million teens in tour Total Addressable Market (TAM) here in the US alone, most without digital payment capability or traditional card technology.   This is Generation Z (“Gen Z”), those born after the millennials (from 1995 to present) most of whom are currently under the age of 18 and are characterized by growing up in a highly sophisticated media and computer environment with greater internet savvy than any previous generation.  They use the mobile internet more than any other generation on a daily basis. Marketers have been focused on the millennials for more than a decade. Gen Z is a generation that influences all family purchases and has disposable income. On average Gen Z receive $17/week in allowance which gives them $44 billion spending power in the US per year.

 

 

Because there is no direct financial solution for this group, they still use either cash or their parent’s funding source (credit card) and hence there is still a lack of quantification of the dollar size of the kids “spending” market, which is separate from the dollars spent on kids. Marketers and regulators have taken note of the change and made a shift to a more “digital” approach to their overall strategy.  Additionally, kids’ access to increasingly available technology has fueled concerns about security, safety and compliance with government regulations. As children march toward adulthood, parents are providing the means for children to have products (money), and technology and providing them the increasingly easy opportunity to do so.

With Gen Z in mind, the Company is focusing on the FinTech industry.  Goldman Sachs has estimated that new FinTech companies could wrestle approximately $4.7 trillion in annual revenue and $470 billion in profit, away from established financial service companies.  Additionally, in 2014 and 2015, venture capitalists infused $23.5 billion into the FinTech industry.  Of that investment, approximately 27% was invested in consumer lending, 23% in payments and 16% in business lending.  The industry is priding itself on utilizing data in more productive ways and making the consumer interface smoother.

 

The FinTech companies are not restricted by regulatory compliance nor antiquated systems with which the established financial services companies contend.  These companies can concentrate on single purpose solutions, which are designed to enhance the user’s experience.  The innovations taking place can be summarized in four categories:

 

With this as a backdrop, Rego Payment Architectures, Inc. has identified an emerging need to provide a financial platform that provides this generation with an alternative solution to traditional banking and solves current limitations on their ability to safely transact using mobile payment solutions for both brick & mortar retail outlets and online shopping.

The Company’s Relationship to the Children’s Online Privacy Protection Act (“COPPA”)

Though the Company does not target or collect the personal information of the under 13 age group, and rather targets parents and families as a whole, the products must still be compliant with COPPA. The new products will meet the requirements imposed by COPPA, including the recent amendments.  The Company has gone further than dealing with the federal rules by mapping all state by state statutes and regulations that deviate from the federal laws and thus having a complete inter-state commerce view of the regulations that assure compliance for all participants in the system.

Other Consumer Privacy Protection Legislation

In late 2010, the Federal Trade Commission (“FTC”) and the Department of Commerce (“DOC”) each issued a staff report proposing new frameworks for consumer privacy protection; the FTC report called for federal “Do Not Track” legislation. The FTC has also increased its enforcement actions against companies that fail to live up to their privacy or data security commitments to consumers. A number of privacy and data security bills have been introduced in Congress that address the collection, maintenance and use of personal information, web browsing and geolocation data, and establish data security and breach notification requirements. Some state legislatures have adopted legislation that regulates how businesses operate on the Internet, including measures relating to privacy, data security and data breaches. Several Congressional hearings have examined privacy implications for online, offline and mobile data. The DOC recently issued a “green paper” on cybersecurity, and the White House has proposed cybersecurity legislation.  Fundamental to the Company’s operating principles is to implement these regulatory conditions in its system and have the flexibility to adopt to any changes in legislation to meet federal and state compliance requirements.

 

 

A number of foreign governments also have either adopted or are considering data privacy and security regulations. For example, the EU is currently reviewing its data privacy directive, which became effective in 1998 and sets baseline standards for the collection, use, disclosure, storage, security and transfer of personal data (collectively referred to as “data processing”). Among the proposed revisions are new rules that strengthen requirements to obtain explicit consent for data processing; special rules requiring parental consent for collecting children’s personal data; data breach obligations for all industry sectors and enhanced remedies for violations of privacy. Different policy options, including new regulations, are being considered at both the EU and member state levels.  The company’s initial target is the U.S. However, the company has been performing research on compliance issues in the EU and is able to rapidly adopt to these new markets should the company choose to expand its services into those territories.

The Opportunity

 

Gen Z, the core target user of our OINK Mobile payment platform.

As consumers, Gen Z has deep pockets, but lacks direct access to funds.

 

Their spending power is significant and growing. According to the U.S. Census, Gen Z, will ultimately number close to 80 million.  In 2015, 9.7% of adults said that their children influence 100% of what they buy, which is up from 7.6% in 2014 and 93% of parents say their children influence family spending and household purchases.

Last year, the average weekly allowance of a Gen Z is $17. This is based on an average of one dollar per week per year of age.  The company’s focus group returns predict an average of $25 per week. Gen Z has a combined buying power of $44 billion in the US, representing the Company’s Total Addressable Market.

Social and digital learning is key to Gen Z.

52% of Gen Z uses YouTube or social media to research school assignments, while 85% research online and 33% watch lessons online. Sharing their knowledge is of equal importance with 60% of the Gen Z population opting to share their own knowledge with others online.  When this generation makes purchases online 70% do so from a single online source.

Gen Z’s financial future and global impact has yet to be written.

While 60% of Gen Z say ‘a lot of money’ is a sign of success and 72% of Gen Z want to start a business one day, the details of how to make smart choices about money are not being shared. Only 17 states require a course in personal finance. Financial illiteracy is an epidemic and there’s no educational or private solution that has made an impact to scale. Gen Z is primed for deep engagement around future-focused payments solutions, but the conversation and learning and introduction of new financial technologies for this generation must occur within an experience that complements their values, interests and goals.  To this end, the financial literacy facilities built within the system target both the parent and the child.  These built in guidelines will prepare children for the financial responsibilities they will have in the future and prepare them for the emerging digital economy.

 

Our Solution

 

Our goal, moving forward is to enable both incumbent and new 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 OINK mobile payment platform.

Currently, our partner profile includes 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.

 

 

OINK partners will leverage our platform to:

Buy vs. Build: Partners can license 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 & their families with a new family friendly peer to peer payments 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 OINK mobile payment platform and associated digital wallet technology is designed to enable our partners to engage families with Gen Z through the leading 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 new platform will enable 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 terminal (POS) 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.

 

Our Intellectual Property

Intellectual property is important to our business.  The Company has four issued patents with the United States Patent and Trademark Office (“USPTO”), entitled “System and Method for Verifying the Age of an Internet User,” “System and Method for Virtual Piggy Bank Wish-List,” ”Parent Match”  and “System and Method for Virtual Piggy Bank.” The Company has filed for one provisional U.S. patent application, as well as twelve non-provisional U.S. patent applications, three of which are pending, four of which have been allowed, and five of which have been abandoned.  Additionally, the Company has been granted two patents, entitled “Virtual Piggy Bank” and “Parent Match,” in each of Germany, Canada, and Australia.  The Company also has patents pending in the Republic of Korea under the Patent Cooperation Treaty (“PCT”).  Costs associated with the registration and legal defense of the patents have been capitalized and are amortized on a straight-line basis over the estimated lives of the patents.

  

The following are the names and brief descriptions of certain of our applications:

 

Virtual Piggy Bank.   A method of providing control preferences for a prospective Internet user, the method comprising the steps of establishing a first account, the settings of the first account being stored in a database; establishing a second account, the settings of the second account being stored in the database; linking the first and second accounts such that control settings of the second account are determined through the first account; and making a purchase from the second account consistent with the control settings of the second account.

 

 

Parent Match.  A method of providing control preferences set by a person for a second person who is a prospective Internet user, the method comprising the steps of establishing a first account, the settings of the first account being stored in a database; establishing a second account, the settings of the second account being stored in the database; linking the first and second accounts such that control settings of the second account are determined through the first account; and viewing Internet content from the second account consistent with the control settings of the second account.

 

Verifying the Age of an Internet User.  A system and method of verifying the age of a prospective internet user, the method comprising creating an age check account with a service requester; activating the age check system through the account; inputting into the age check system a user’s information; checking user’s information by age check system; and notifying service requester of checked user’s information by the age check system.

 

Virtual Piggy Bank Having Dashboard and Debit Card. A computer-implemented method of establishing an online account for a prospective user, the method comprising the steps of establishing a first account through direct deposit, the settings of the first account being stored in a database; establishing a second account, the settings of the second account being stored in the database, wherein the second account includes a debit card associated with the direct deposit account; linking the first and second accounts such that control settings of the second account are determined through the first account; and making a purchase from the second account using the debit card consistent with the control settings of the second account.

System and Method for Virtual Piggybank Wishlist. A non-transitory computer-readable storage medium, storing one or more programs configured for execution, the one or more programs for monitoring, transmitting, and recording usage of a computer or mobile device connected to a network, the one or more programs including instructions for establishing a first account, the settings of the first account being stored in a database; establishing a second account, the settings of the second account being stored in the database, wherein the second account includes a wish-list; linking the first and second accounts such that control settings of the second account are determined through the first account; and  making a purchase from the wish-list of the second account consistent with the control settings of the second account.

 

System and Method for Donating to Charitable Organizations. A computer-implemented method of establishing an online account for a prospective user, the method comprising the steps of establishing a first account through direct deposit, the settings of the first account being stored in a database; establishing a second account, the settings of the second account being stored in the database, wherein the second account includes a debit card associated with the direct deposit account; linking the first and second accounts such that control settings of the second account are determined through the first account; and making a donation from the second account using the debit card consistent with the control settings of the second account.

 

Until such time as the remaining pending patents are awarded, if ever, we intend to rely on trade secret protection and/or confidentiality agreements with our employees, customers, business partners and others to protect our intellectual property rights.  The Company entered into a licensing agreement for the underlying technology used to provide the contract models and real time regulatory oversight disclosed in prior filings.  The Company has also entered into licensing agreements with third party platform providers and is negotiating global license for its data management needs.

The Company is also negotiating the acquisition of particular technology inventions from university and commercial owners.  Each of these is subject to the due diligence of reviewing the content and value of each protected invention.

 

Furthermore, we have filed trademark applications pertaining to our service with the USPTO, the European Community, and Canada. The USPTO has already granted us service mark registrations for Oink, Oink (stylized), PiggyPick, Virtual Piggy, Virtual Piggy and design (horizontal), the PIG design, Parent Match, Quickconnect, Virtual Piggy Youth Empowered Parent Approved and Design, Youth Empowered. Parent Approved, and Oink.com. The European Community has already granted us registration for Virtual Piggy, Virtual Piggy and Design, Virtual Piggy Youth Empowered Parent Approved and Design, PiggyPick, Wishlist Wednesday, the PIG design, and the PIG design (alternative). The Canadian Intellectual Property Office has already granted the registration for VP Authenticate.

 

 

Despite certain precautions taken by us, it may be possible for third parties to obtain and use our intellectual property without authorization. This risk may be increased due to the lack of patent and/or copyright protection.  If any of our proprietary rights are misappropriated or we are forced to defend our intellectual property rights, we will have to incur substantial costs. Such litigation could result in substantial costs and diversion of our resources, including diverting the time and effort of our senior management, and could disrupt our business, as well as have a material adverse effect on our business, prospects, financial condition and results of operations. Management will from time to time determine whether applying for and pursuing patent and copyright protection is appropriate for us.  We have no guarantee that any applications will be granted or, if awarded, whether they will offer us any meaningful protection from other companies in our business, or that we will have the financial resources to oppose any actual or threatened infringement by any third party.  Furthermore, any patent or copyrights that we may be granted may be held by a court to infringe on the intellectual property rights of others and subject us to the payment of damage awards.

In addition, we cannot be certain that our technology will not infringe upon patents, copyrights or other intellectual property rights held by third parties. While we know of no basis for any claims of this type, the existence of and ownership of intellectual property can be difficult to verify and we have not made an exhaustive search of all patent filings. We may become subject to legal proceedings and claims from time to time relating to the intellectual property of others in the ordinary course of our business. If we are found to have violated the intellectual property rights of others, we may be enjoined from using such intellectual property, and we may incur licensing fees or be forced to develop alternative technology or obtain other licenses. In addition, we may incur substantial expenses in defending against these third party infringement claims and be diverted from devoting time to our business and operational issues, regardless of the merits of any such claim.  

 

Research and Development

During 2016 and 2015, our research and product development expenses were $830,000 and $1.6 million all of which were borne by us.

Our Revenue Model    

As of the date of this report, we have not generated significant revenue.  Our previous revenues were generated by taking a small percentage of every transaction from an online merchant. Until now this was our only revenue source. As we proceed through 2017, we expect to generate additional revenue streams by generating licensing and customization fees from our co-branding partners.

Expected revenues will be derived from:

·

Private labeling licenses for: particular phones, telecommunication vendors, distributors, and value added resellers (VAR).

·

User Subscription fees based on premium services

·

Transaction and processing fees for both closed and open network transactions.

·

Special services fees for ad hoc special requests

·

Data analytics sales – using algorithms to analyze use data for sale to data brokers (meta data)

·

Advertising revenue – for context based push messaging to subscribers

·

Shared transaction revenue or rebates from banking partners

 

 

Our Plan of Operation

A phased approach to the introduction of our improved Platform is planned. 

We plan to launch our co-branding platform in the second quarter of 2017, however, this is dependent on our ability to generate renewed capital investment for working capital and to sustain operations.  The Company will also enter into strategic partnerships where the strategic partner will provide development capital for special purpose customization or equity where appropriate.

Sales and Marketing Strategy

In 2017, we are focusing on onboarding established brands with large family-focused account bases that would enable us to co-brand our platform and reach the Gen Z population through the FinTech industry, telecommunications businesses and global consulting organizations.  The Company maintains its view that these channels will provide rapid adoption of its technology across a broader industry segment.

Seasonality

 

Our new partner-first model, should not be subject to seasonality, as it is more a matter of when our partners come on board and pay the licensing and customization fees.

Competition

 

There is a continuous introduction of new entrants into the market and the development of new technologies and product offerings.  Although payment services such as PayPal, Amex Bluebird, FamZoo and Visa Buxx can be viewed as our competitors, we do not believe that these provide the type of family friendly solution that not only teaches young people about saving, spending, and giving, but that is also compliant with COPPA, and other laws that users of all ages need to be aware of, including but not limited to privacy, data collection, and security. We believe we have built and continue to build a financial solution that is not only good for the youth market, but one that will be requested by them over other products. To compete effectively, we expect that we will focus a majority of our 2017 resources on technology and product development.

 

Government Regulation

The industry which we serve is subject to regulation by the FTC, laws such as COPPA, and other laws relating to collection, use, retention, and security. Complying with these varying U.S. and international requirements could cause us to incur substantial costs or require us to change our business practices in a manner adverse to our business. In addition, we have and post on our websites our own privacy policies and practices concerning the collection, use and disclosure of user data.  Any failure, or perceived failure, by us to comply with our posted privacy policies or with any regulatory requirements or orders or other federal, state or international privacy or consumer protection-related laws and regulations could result in proceedings or actions against us by governmental entities or others, subject us to significant penalties and negative publicity and adversely affect us. In addition, we are subject to the possibility of security breaches, which themselves may result in a violation of these laws.

The Company has put in preventative measures to reduce the risk of non-compliance and security breaches.  However, as the Company utilizes third party infrastructure, the risk of security breaches cannot be guaranteed but the Company has performed reasonable efforts to mitigate risk.

Employees

 

As of December 31, 2016, we had 8 employees, who were working in the areas of sales, marketing, programming and product development, web development, legal, finance and administration.  None of our employees are represented by a union or covered by a collective bargaining agreement.   We believe that our relations with our employees are good.

 

 

Company Information

Our website can be found on the Internet at www.oink.com. The website contains information about the Company and our operations. We make available free of charge through a link on our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, and amendments to these reports, as soon as we electronically file such material with, or furnish such material to, the Securities and Exchange Commission (SEC). These reports may be accessed on our website by following the link under Investor and then clicking on SEC filings. 

 

ITEM 1A.  RISK FACTORS.

 

Not required.

 

 ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

ITEM 2.  PROPERTIES.

 

Our principal offices are currently located at 265 Sunrise Boulevard, Palm Beach, Florida  33480, and are leased on a month to month basis at $7,000 per month.

           

ITEM 3.  LEGAL PROCEEDINGS.

 

We are not a party to any pending legal proceedings, nor are we aware of any governmental authority contemplating any legal proceeding against us.

In September 2014, the Company received a subpoena from the Securities and Exchange Commission with respect to the preservation and production of documents relating to an investigation into trading in the Company’s stock.  The subpoena states that it should not be construed as an indication by the Securities and Exchange Commission that any violation of law has occurred, nor as a reflection upon any person, entity or security.  The Company is cooperating fully with the terms of the subpoena.

ITEM 4.  MINE SAFETY DISCLOSURES.

Not applicable.

 

 

 

ITEM 5.   MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS   AND ISSUER PURCHASES OF EQUITY SECURITIES.

 

Our common stock is quoted on the OTC QB market under the trading symbol “VPIG.OB”.  The following table sets forth the range of high and low bid prices of our common stock for the periods indicated as reported by the OTC QB.  There was only sporadic and intermittent trading activity of our common stock.  The quoted prices represent only prices between dealers on each trading day as submitted from time to time by certain of the securities dealers wishing to trade in our common stock, do not reflect retail mark-ups, mark-downs or commissions, and may not represent, or differ substantially from, prices in actual transactions.

Fiscal Year Ended December 31, 2016	High	Low
Quarter ended March 31, 2016	$0.22	$0.09
Quarter ended June 30, 2016	$0.20	$0.06
Quarter ended September 30, 2016	$0.46	$0.10
Quarter ended December 31, 2016	$0.47	$0.26

Fiscal Year Ended December 31, 2015	High	Low
Quarter ended March 31, 2015	$0.63	$0.25
Quarter ended June 30, 2015	$0.46	$0.22
Quarter ended September 30, 2015	$0.40	$0.10
Quarter ended December 31, 2015	$0.45	$0.16

Common Stockholders

 

As of March 31, 2017 our shares of Common Stock were held by 161 stockholders of record.

 

Dividend Policy

 

We have never declared or paid a cash dividend. At this time, we do not anticipate paying dividends in the foreseeable future. The declaration and payment of dividends is subject to the discretion of our board of directors and will depend upon our earnings (if any), our financial condition, and our capital requirements.

Purchases of equity securities by the issuer and affiliated purchasers

The Company did not repurchase any common stock in the fourth quarter of 2016.

Transfer Agent

 

Our Transfer Agent is Island Stock Transfer and their address and phone number are 100 Second Avenue South, Suite 7055, St. Petersburg, Florida 33701; (727) 289-0010.

ITEM 6. SELECTED FINANCIAL DATA.

 

Not required.

 

 

ITEM 7.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This Management’s Discussion and Analysis of Financial Condition And Results Of Operations and other parts of this Annual Report on Form 10-K contain forward-looking statements that involve risks and uncertainties.  All forward-looking statements included in this Annual Report on Form 10-K are based on information available to us on the date hereof, and except as required by law, we assume no obligation to update any such forward-looking statements.  Our actual results may differ materially from those anticipated in these forward-looking statements as a result of a number of factors described elsewhere herein.  The following should be read in conjunction with our annual financial statements contained elsewhere in this report.

  

Overview

 

Rego Payment Architectures, Inc. (the “Company,” “we”, or “us”) was incorporated in Delaware on February 11, 2008 under the name Chimera International Group, Inc.  On April 4, 2008, we amended our certificate of incorporation and changed our name to Moggle, Inc.  On August 22, 2011, we filed a Certificate of Ownership with the Secretary of State of Delaware, pursuant to which the Company’s newly-formed wholly-owned subsidiary, Virtual Piggy Incorporated was merged into and with the Company (the “Merger”). In connection with the Merger and in accordance with Section 253 of the Delaware General Corporation Law, the name of the Company was changed from “Moggle, Inc.” to “Virtual Piggy, Inc.”  On February 28, 2017, we amended our certificate of incorporation and changed our name to Rego Payment Architectures, Inc. Our principal offices are located at 265 Sunrise Boulevard, Palm Beach, Florida  33480 and our telephone number is (561) 220-0408.

On December 3, 2016, the Company incorporated a newly-formed wholly-owned Subsidiary, Finity, Inc.  On December 11, 2015, the Company filed a Statement of Correction with the Pennsylvania Department of State, to change the name of Finity, Inc. to Finitii, Inc.  The purpose of Finitii, Inc. is to teach children financial responsibility as a not for profit organization.  On November 29, 2016, Finitii, Inc. was dissolved, without having any operations since inception.

 

As of the date of this report, we have not generated significant revenues.  Our initial business plan was to develop an online game platform to allow game companies to create, monetize and distribute massive multiplayer online games (MMOG). The Company’s technology was the monetization component of this overall platform (our “Platform”). During 2010, we analyzed the market potential for an expanded Company solution and decided to concentrate our efforts on the delivery of a full-featured Company solution that was not restricted to online gaming. The expanded Company solution is designed to provide a complete online solution for families and parents to teach their children about financial management and spending on gaming, retail, music and entertainment. In late 2013, we rebranded our Company product under the name “Oink®”.

In the second half of 2015, the Company changed its management team.  The new team is focused on building and improving the existing platform that will act as the foundation for the strategic alignment with the Financial Technology (“FinTech”) industry.  The FinTech industry is composed primarily of startup companies that use software to provide financial services more efficiently and less costly than traditional financial service companies.  In April 2016, our former Chief Executive Officer (“CEO”) resigned and we hired a new CEO who is concentrating on the FinTech industry as well.  In March 2016, we discontinued our prior Oink product offering.

Strategic Outlook

 

We believe that the virtual goods market and the FinTech industry will continue to grow over the long term.  Within the market and industry, we intend to provide services to allow transactions with children in compliance with COPPA and similar international privacy laws.  We believe that this particular opportunity is relatively untapped and intend to be a leading provider of online transactions for children.

 

Sustained spending on technology, our ability to raise additional financing, the continued growth of the FinTech industry, and compliance with regulatory and reporting requirements are all external conditions that may affect our ability to execute our business plan.  In addition, the FinTech industry is intensely competitive, and most participants have longer operating histories, significantly greater financial, technical, marketing, customer service and other resources, and greater name recognition.  In addition, certain potential customers, particularly large organizations, may view our small size and limited financial resources as a negative even if they prefer our offering to those of our competitors.

 

 

Our primary strategic objectives over the next 12-18 months are to increase our user base and the engagement level of that base. We plan to achieve that by implementing our partner-first go to market model in which established payments market leaders and vertical market participants can incorporate and integrate our platform into co-branded payments solutions targeting youth and family.  Management believes this approach will enable the Company to reduce expenses while broadening its reach.

Within this partner-first model, the Company is incorporating licensing fees and customization services.  This should enable the Company to begin creating shareholder value above and beyond consumer transaction fees. As our service grows, we intend to hire additional information technology staff to maintain our product offerings and develop new products to increase our market share.

 

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 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

The following discussion analyzes our results of operations for the years ended December 31, 2016 and 2015. The following information should be considered together with our financial statements for such periods and the accompanying notes thereto.

We have not generated significant revenue since our inception.  For the years ended December 31, 2016 and 2015, we generated revenues of $1,050 and $23,546.  We discontinued our Oink card services offering in March 2016, which is the reason for the reduction in revenue.  

Our net loss attributable to common stockholders decreased $2.8 million to $5.9 million for the year ended December 31, 2016 compared to $8.7 million for the year ended December 31, 2015, as a result of decreased operating and interest expenses as further described below.

Sales and marketing expenses decreased by $1.4 million, or 76% in 2016 to $0.4 million compared with $1.8 million in 2015. During 2016, we reduced our sales and marketing staff and consultants and decreased our spending on marketing promotions to focus on the further development of our technology platform.

 

Product development expenses decreased by $0.8 million, or 50% in 2016 to $0.8 million compared with $1.6 million in 2015. During 2016, we reduced the size of our product development team in the United States while continuing to develop and build our new mobile and other applications with the resources available.

 

 

Integration and customer support expenses decreased by $0.1 million, or 63% in 2016 to $0.1 million compared with $0.2 million in 2015. We eliminated our integration team when we terminated our prepaid card services in March 2016, as there was no product offering to integrate or support.

General and administrative expenses decreased by $0.4 million, or 13% in 2016 to $3.0 million compared with $3.4 million in 2015.  These 2016 expenses were commensurate with the 2015 expenses, based on the reduction in staff and continuing corporate overhead.

Strategic consulting expenses decreased by $0.5 million, or 100% in 2016 to $0 million compared with $0.5 million in 2015. During 2016, we did not require strategic consultants.

Liquidity and Capital Resources

Net cash used in operating activities decreased $3.6 million to $2.1 million for the year ended December 31, 2016 as compared to $5.6 million for the year ended December 31, 2015.  The decrease resulted primarily from the decrease in the net loss of approximately $2.8 million, offset in part by the revaluation of options and warrants.

Net cash used in investing activities was $0 million for the years ended December 31, 2016 and 2015.  

Net cash provided by financing activities decreased by $1.9 million to $2.1 million for the year ended December 31, 2016 from $4.0 million for the year ended December 31, 2015.  Cash provided by financing activities during the year ended December 31, 2016, consisted of issuing convertible notes payable in the amount of $1.4 million and compared to $2.9 million in the year ended December 31, 2015 and the issuance of notes payable in the amount of $0.7 million during the year ended December 31, 2016 compared to $1.0 million during the year ended December 31, 2015.

 

As we have not realized significant revenues since our inception, we have financed our operations through public and private offerings of debt and equity securities.  We do not currently maintain a line of credit or term loan with any commercial bank or other financial institution.  

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 the development of 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.  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.

 

Even if we are successful in generating sufficient revenue or in raising sufficient capital in order to complete 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 raised approximately $1.4 million through our issuance of convertible notes payable and another $0.7 million through the issuance of notes payable.  The launch of the platform is expected in the second quarter of 2017, however, we do not project that significant revenue will be developed until later in 2017. 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 platform is developed and launched, 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.

 

 

As of March 31, 2017, the Company has a cash position of approximately $21,000.  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 through April 2017.

 

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 December 31, 2016, we did not have any relationships with unconsolidated entities or financial partners, such as entities often referred to as structured finance or special purpose entities, established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.  As such, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

  

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 elsewhere herein. 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.

 

We have adopted the fair value recognition provisions 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”) in March, 2005, 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 beginning January 1, 2006, 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 service period, as if the Company had paid cash for the services.  At the end of each financial reporting period, prior to the completion of the services, the fair value of the equity based payments will be re-measured and the non-cash expense recognized during the period will be adjusted accordingly.  Since the fair value of equity based payments granted to non-employees is subject to change in the future, the amount of the future expense will include fair value re-measurements until the equity based payments are fully vested or the service is completed.

 

 

In accordance with Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin No. 104, Revenue Recognition (Codified in FASB ASC 605), we will recognize revenue when (i) persuasive evidence of a customer or distributor arrangement exists or acceptance occurs, (ii) a retailer, distributor or wholesaler receives the goods, (iii) the price is fixed or determinable, and (iv) collectability of the sales revenues is reasonably assured. Subject to these criteria, we have generally recognized revenue from Oink and ParentMatch at the time of the sale of the associated product.

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 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Not required.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 

The financial statements required to be filed pursuant to this Item 8 are appended to this report beginning on page F-1 located immediately after the signature page.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

 

ITEM 9A.  CONTROLS AND PROCEDURES.

 

Disclosure Controls and Procedures

Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15(d)-15(e) under the Exchange Act) as of the end of the period covered by this report pursuant to Rule 13a-15(b) under the Exchange Act. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2016, our disclosure controls and procedures were effective to ensure (i) that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, in order to allow timely decisions regarding required disclosure.

   

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934 as amended. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

 

Our management conducted an evaluation of the effectiveness of our internal controls over financial reporting as of December 31, 2016 using criteria established in Internal Control — Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Our management has concluded that our internal control over financial reporting was effective as of December 31, 2016.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by our registered public accounting firm pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, which permits us to provide only management’s report in this annual report.  

 

Changes in Internal Control Over Financial Reporting

There have not been any changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act) that occurred during the fiscal quarter ended December 31, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Not applicable.

 

  

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 

The current members of our board of directors and executive officers of the Company are as follows:

Name		Age		Position with Company
John Coyne		64		Chairman of the Board, Chief Executive
				Officer
Kirk Bradley		62		Director
Ernest Cimadamore		55		Director, Secretary
Gerald Hannahs		65		Director
Dale Jensen		67		Director
Scott McPherson		55		Chief Financial Officer

 

We believe that our board of directors should be composed of individuals with sophistication and experience in many substantive areas that impact our business.  We believe that experience, qualifications, or skills in the following areas are most important: software development, ecommerce, the FinTech industry, accounting and finance; strategic planning; and human resources and development practices; and board practices of other corporations.  These areas are in addition to the personal qualifications described in this section.  We believe that all of our current board members possess the professional and personal qualifications necessary for board service, and have highlighted particularly noteworthy attributes for each board member in the individual biographies below.  The principal occupation and business experience, for at least the past five years, of each current director and executive officer is as follows:

  

John Coyne

  

In 2016, Mr. Coyne was a Director and Chief Executive Officer of Biltmore Technologies, Inc. and its wholly owned subsidiary Nextgen Nano.  Biltmore Technologies, Inc. provides business and technology services in the fields of nano scale molecular technologies.  Mr. Coyne is redefining the business model, acquiring new customers and relationships with universities and research organizations.  From 2012 to 2015, Mr. Coyne was an independent technology consultant providing technology services in the fields of software development, system architecture and semantic ontological designs for systems. He also developed intellectual assets in the form of trade secrets and patents.  Mr. Coyne has a 40-year career in advanced software development, systems design, and product development.   He is the holder of patents in electronics, software, system methods and bio-reactors and has been an executive in multiple companies both private and public.  As a result of these and other professional experiences, Mr. Coyne possesses particular knowledge and experience in information technology, business development  and executive management that strengthen the board’s collective qualifications, skills and experience.

Kirk Bradley

Mr. Bradley began his career in 1974 at SDL, one of the largest timesharing companies in Canada. He then served in the IT group at William Mercer, one of the world’s largest consulting actuarial firms from the late 1970’s through the early 1980’s. In 1981, he joined Oracle Corporation as a member of the technical staff and for most of his tenure has and continues to serve as an internal consultant for the On Demand (Cloud Services) offering. As a result of these and other professional experiences, Mr. Bradley possesses particular knowledge and experience in information technology that strengthen the board’s collective qualifications, skills and experience.

Ernest Cimadamore

Mr. Cimadamore has served as our Secretary since 2008 and as a member of our board of directors since August 2010. He previously served as our Chief Financial Officer from 2008 through August 2010 and as our President and Chief Executive Officer from August 2010 through February 2012. From 2003 through 2006, Mr. Cimadamore served as the secretary to TriMedia Entertainment Group, a publicly traded company where he was also the president of their music division. Mr. Cimadamore has represented independent music companies in connection with multiple gold and platinum artist projects for numerous major record companies, including Atlantic, Elektra, Sony, Warner Bros. and Island. Over his 25 years in the music industry he has successfully worked in the areas of operations, distribution, promotion, sales and marketing. From 2003 to 2010, Mr. Cimadamore was a co-owner of Pep-Soul Entertainment, a Philadelphia based music and entertainment company. As a result of these and other professional experiences, Mr. Cimadamore possesses particular knowledge and experience in finance and accounting, SEC reporting, sales and marketing that strengthen the board’s collective qualifications, skills, and experience.

 

 

Gerald Hannahs

  

Mr. Hannahs served as an Account Executive and First Vice President for EF Hutton, Prudential and Paine Webber from 1982 to 1986. Mr. Hannahs co-founded Texarkoma Crude & Gas Company in 1983. Mr. Hannahs has over 30 years of experience in the investment business and the oil and gas industry.
  

Dale Jensen

   

Mr. Jensen has been retired over the last five years, but has performed consulting services for The Book Patch, a print on demand provider to self-publishing authors and H2X, LLC that has a patented process for infusing wood toothpicks with a controlled amount of any substance, eg. Nicotine, Caffeine, Medicine, etc.
     

Scott McPherson

Scott McPherson from April 2015 to July 2015 was the Chief Executive Officer and was the Chief Financial Officer of CannLabs, Inc. from June 2014 to July 2015.  Mr. McPherson has been the Chief Financial Officer of VerifyMe, Inc. as of December 1, 2014.  Mr. McPherson previously served as Chief Financial Officer of the VerifyMe, Inc. from December 2012 to October 2013. VerifyMe, Inc. is a public company that provides high-tech solutions in the field of authenticating people and products.  Prior to that, Mr. McPherson served as the Chief Financial Officer of Rego Payment Architectures, Inc., from August 2010 through November 2012.  Mr. McPherson formed McPherson, CPA, PLLC in January 2005, which he continues to manage today. The firm performs accounting, tax and litigation support services for numerous clients in various industries. The firm has successfully assisted small public companies by developing procedures for them to implement, in order to initially comply and maintain compliance with the Sarbanes-Oxley Act. All of these services are conducted under the direction of Mr. McPherson. Prior to the formation of McPherson, CPA, PLLC, Mr. McPherson was a partner in the Merger and Acquisition and SEC departments and Co-Chairman of the Litigation Support department of a regional certified public accounting firm.

Code of Ethics

Our board of directors approved a Code of Ethics and Rules of Conduct in accordance with the rules of the Securities and Exchange Commission that governs the conduct of each of our directors, officers, consultants and employees.  Our Code of Ethics and Rules of Conduct is maintained on our website at www.oink.com.  Any amendments to, or waivers of the Code of Ethics and Rules of Conduct that apply to our principal executive officer, principal financial officer, or principal accounting officer and that relates to any element of the definition of the term “code of ethics,” as the term is defined by the Securities and Exchange Commission, will be posted on our website at www.oink.com.  There are currently no such amendments or waivers.

  

We recognize the importance of preventing both actual conflicts of interest and the appearance of such conflicts in dealings between the Company and “related persons” (our directors, director nominees, executive officers, stockholders beneficially owning 5% or greater of our common stock, or the immediate family members of any of the foregoing).  The Board of Directors will regularly review our corporate policies with respect to conflicts of interest including related party transactions and investigates instances of such conflicts.

  

Each matter described below under “Item 13. Certain Relationships and Related Transactions, and Director Independence – Certain Relationships and Related Transactions” was vetted and pre-approved by a majority of the disinterested members of our Board of Directors.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Exchange Act requires that our officers and directors and persons who beneficially own more than 10% of our common stock file initial reports of ownership and reports of changes in beneficial ownership of our common stock with the SEC. They are also required to furnish us with copies of all Section 16(a) forms that they file with the SEC. Based solely on our review of the copies of such forms received by us, or written representations from such persons that no reports were required for those persons, we believe that all Section 16(a) filing requirements were satisfied during our fiscal year ended December 31, 2016, except Gerald Hannahs and Ernest Cimadamore failed to file two Form 4s on a timely basis, Kirk Bradley, Edwin Manning, Scott McPherson, Dale Jensen and Kathleen Tobia each failed to file one Form 4 on a timely basis.

  

 

ITEM 11.  EXECUTIVE COMPENSATION.

 Summary Compensation Table

The following table sets forth the compensation earned by the Company’s principal executive officers during the

years ended December 31, 2016 and 2015.

 

											Stock				Option				All Other
			Salary				Bonus				Awards (1)				Awards (1)				Compensation				Total
Name and Principal Position	Year		($)				($)				($)				($)				($)				($)
John Coyne, Chairman and Chief Executive Officer (a)	2016			114,038				-				55,000				196,505				-				365,543
	2015			-				-				-				-				-				-
Kathe Anchel, Former Chief Executive Officer (b)	2016			48,077				-				-				-				-				48,077
	2015			33,654				-				165,000				577,295								775,949
Ernest Cimadamore, Corporate Secretary	2016			26,000				-				-				10,434				-				36,434
	2015			36,538				-				-				106,925				-				143,463
Scott McPherson, Chief Financial Officer (c)	2016			128,310				-				-				10,434				3,200				141,944
	2015			60,577				-				-				97,046				30,063				187,686

 

(1)

– The value of the stock awards were based on the closing stock price on the date that the stock awards were issued.  The option awards were based on the Black-Scholes option pricing model with assumptions for dividend yield, risk free interest rate, expected volatility and expected life.

 

Outstanding Equity Awards at Fiscal Year-End Table

The following table sets forth information with respect to outstanding equity-based awards held by the named executive officers at December 31, 2016.

		Option awards																	Stock awards
																															Equity
																															incentive
										Equity																	Equity				plan awards:
										incentive																	incentive				Market or
										plan awards:																	plan awards:				payout
						Number of				Number of													Market				Number of				value of
		Number of				securities				securities									Number of				value of				unearned				unearned
		securities				underlying				underlying									shares or				shares or				shares, units				shares, units
		underlying				unexercised				unexercised									units of				units of				or other				or other
		unexercised				options				unearned				Option					stock that				stock that				rights that				rights that
		options				(#)				options				Exercise			Option		have not				have not				have not				have not
		(#)				unexercisable				(#)				Price			Expiration		vested				vested				vested				vested
Name		exercisable				(a)				(b)				($)			Date		(#)				($)				(#)				($)
John Coyne			-				3,000,000				-				0.90		4/18/2021			250,000				80,000				-				-
			-				-				2,000,000				0.44		9/14/2021			-				-				-				-
Kathe Anchel			-				-				-				-		-			-				-				-				-
Ernest Cimadamore			250,000				-				-				0.31		11/16/2017			-				-				-				-
			250,000				-				-				0.65		3/31/2017			-				-				-				-
			25,000				-				-				1.01		11/16/2017			-				-				-				-
			66,667				133,333				-				0.27		7/20/2017			-				-				-				-
			100,000				200,000				-				0.29		9/1/2020			-				-				-				-
			250,000				-				-				0.90		5/18/2021			-				-				-				-
Scott McPherson			25,000				-				-				1.01		11/15/2017			-				-				-				-
			83,333				166,667				-				0.22		7/31/2020			-				-				-				-
			250,000				-				-				0.29		9/1/2020			-				-				-				-
			250,000				-				-				0.90		5/18/2021

 

(a)

Each unvested option in the table above is vesting in three equal installments from the original date of grant.

(b)

The unvested option will vest immediately upon the proven capabilities of the Rego Payment Architectures, Inc. platform.

 

 

No named officers exercised stock options or warrants during 2016 and only Kathe Anchel held 250,000 shares of restricted stock that vested during 2016.

Narrative Disclosure to Compensation Tables

On November 16, 2015, the Company entered into an employment agreement with Kathe Anchel as President and Chief Executive Officer and as a member of its Board of Directors.  Her employment agreement provided for an annual base salary of (i) $250,000 during the first year of employment, (ii) $287,500 during the second year of employment and (iii) $325,000 during the third year of employment and thereafter, subject to further increase in the Board’s discretion.  The Company agreed within 60 days, to place into escrow an amount sufficient to fund Ms. Anchel’s base salary during the first of year of employment, however, due to lack of funding, this obligation was not met by the Company.  Ms. Anchel was also to receive stock options to acquire 2,500,000 shares of the common stock of the Company at an exercise price of $0.90 per share (or if greater, the fair market value of such stock on the grant date) vesting in three equal annual installments, however a signed option agreement was never received by the Company.  She was also granted 500,000 shares of restricted common stock of the Company vesting in the following manner: (i) 250,000 shares shall vest immediately upon grant and (ii) 250,000 shares shall vest on the first anniversary of the initial date of employment; provided she was then still employed by the Company.  Kathe Anchel resigned from her positions as Chief Executive Officer, President and member of the Board of Directors on April 9, 2016.

 

On July 16, 2015, the Company entered into an employment agreement with Scott McPherson as Chief Financial Officer.  His employment agreement provides for a base salary of $150,000 until such time as the Company raises $3 million in either debt or equity, at which time his compensation will be renegotiated to a higher level.  Additional increases will be at the discretion of the Board of Directors.

On April 14, 2016, the Company appointed John Coyne as Chief Executive Officer and Chairman of the Board, with such appointments effective April 18, 2016.  In connection with his appointment, the Company also simultaneously entered into an Employment Agreement with him, pursuant to which he will be employed on an at will basis with an annual salary of $240,000 during the first year of his employment.  He also received options to purchase 3,000,000 shares of the Company’s common stock at an exercise price of $0.90 per share, vesting over three years and 250,000 restricted stock units.

In April 2015, the Company extended by two years options previously granted to Ernest Cimadamore, which included 250,000 options exercisable at $0.75 per share and 250,000 options exercisable at $0.90 per share. The increase in fair value of this term extension was $25,175.

In November 2015, the Company extended by two years and reduced the exercise price of options previously granted to Ernest Cimadamore, which included 250,000 options exercisable at $1.01 per share and are now exercisable at $0.31 per share.

On April 30, 2015, the Company issued Ernest Cimadamore options to purchase 200,000 shares of the Company’s common stock at an exercise price of $0.27 per share that vest over three years, beginning on the first anniversary of the issuance.  The options expire on April 30, 2020.  The fair value of the options was $40,497.

On July 31, 2015, the Company issued Scott McPherson options to purchase 250,000 shares of the Company’s common stock at an exercise price of $0.22 per share that vest over three years, beginning on the first anniversary of the issuance.  The options expire on July 31, 2020.  The fair value of the options was $41,689.

 

 

On September 1, 2015, the Company issued Scott McPherson options to purchase 250,000 shares of the Company’s common stock at an exercise price of $0.29 per share that vest over three years, beginning on the first anniversary of the issuance.  The options expire on September 1, 2020.  The fair value of the options was $55,356.

On September 1, 2015, the Company issued Ernest Cimadamore options to purchase 300,000 shares of the Company’s common stock at an exercise price of $0.29 per share that vest over three years, beginning on the first anniversary of the issuance.  The options expire on September 1, 2020.  The fair value of the options was $66,428.

On May 18, 2016, the Company issued Ernest Cimadamore options to purchase 250,000 shares of the Company’s common stock at an exercise price of $0.90 per share that vest over three years, beginning on the first anniversary of the issuance.  The options expire on September 1, 2021.  The fair value of the options was $10,434.

On May 18, 2016, the Company issued Scott McPherson options to purchase 250,000 shares of the Company’s common stock at an exercise price of $0.90 per share that vest over three years, beginning on the first anniversary of the issuance.  The options expire on September 1, 2021.  The fair value of the options was $10,434.

DIRECTOR COMPENSATION

Directors Compensation Table

The following table shows all compensation paid or granted, during or with respect to the 2016 fiscal year, to each of our directors (other than those who are also our named executive officers) for services rendered to Rego Payment Architectures, Inc. during 2016.

Nonqualified

Non-equity incentive

deferred

Fees Earned or

Stock

Option

plan

compensation

All Other

paid in cash

awards

awards

compensation

earnings

Compensation

Total

Name

($)

($)

($)

($)

($)

($)

($)

Kirk Bradley (a)

-

-

-

-

-

-

-

Gerald Hannahs (b)

-

-

-

-

-

-

-

Dale Jensen (c)

-

-

-

-

-

-

-

Ernest Cimadamore (d)

-

-

-

-

-

-

-

Martha McGeary Snider (e)

-

-

-

-

-

-

-

Kathe Anchel (f)

-

-

-

-

-

-

-

 

Narrative Disclosure to Directors Compensation Table

Our non-employee directors are eligible to receive options, restricted stock, and other equity-linked grants under our 2013 Equity Incentive Plan.  We did not pay an annual fee to any of our directors during 2016 as a result of our cost conservation efforts.  Each member of our board of directors receives reimbursement of expenses incurred in connection with his or her services as a member of our board or board committees.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND   RELATED STOCKHOLDER MATTERS

The persons or groups known to us to be beneficial owners of more than 5% of our outstanding common stock, Series A Cumulative Convertible Preferred Stock or Series B Cumulative Convertible Preferred Stock as of March 31, 2017, are reflected in the chart below.  The following information is based upon Schedules 13D and 13G filed with the Securities and Exchange Commission by the persons and entities shown as of the respective dates appearing below or other information obtained by the Company.

 

  

Title of		Name and address of beneficial		Amount and nature of beneficial				Percent of
class		owner		ownership				class
Common		John Paul DeJoria Family Trust		22,406,901		(b)		17.9%
Series A Cumulative Convertible Preferred		1888 Century Park East		10,000				9.2%
Series B Cumulative Convertible Preferred		Suite 1600		22,223				78.3%
		Century City, CA  90067
Common		Peter S. Pelullo		16,802,340		(c)		14.2%
		417 Primrose Drive Gwynedd, PA 19346

(a) This table has been prepared based on 118,017,626 shares of our common stock, 108,600 shares of Series A Cumulative Convertible Preferred Stock and 28,378 shares of Series B Cumulative Convertible Preferred Stock outstanding on March 31, 2017.

(b) Consists of 8,310,555 shares of common stock, 277,778 shares underlying warrants exercisable at $3.00 per share, 1,000,000 shares underlying warrants exercisable at $1.00 per share, 100,000 shares underlying options exercisable at $1.55 per share, 2,222,300 shares underlying warrants exercisable at $1.00 per share, 20,000 shares underlying warrants exercisable at $0.90 per shares, 10,000 shares of Series A convertible preferred stock, convertible into 1,111,111 shares of common stock and 22,223 shares of Series B convertible preferred stock, convertible into 2,222,300 shares of common stock.  Also consists of 7,142,857 shares of common stock held in the name of The JP’s Nevada Trust.  John Paul DeJoria is the settlor of The JP’s Nevada Trust and, pursuant to the terms of such trust, may be deemed to have beneficial ownership of such shares.   

 

(c) Consists of 4,792,858 shares of common stock held in the name of Mr. Pelullo, 11,401,125 shares held in the name of International Corporate Management, Inc., an affiliate of Mr. Pelullo, 342,857 shares underlying warrants exercisable at $0.75 per share, 250,000 shares underlying options exercisable at $0.70 per share held in the name of International Corporate Management, Inc., an affiliate of Mr. Pelullo and 15,500 shares underlying warrants exercisable at $0.90 per share held in the name of International Corporate Management, Inc.

 

 

The following table shows beneficial ownership of the Compamy common stock as of March 31, 2017, by our directors and our executive officers and by all current directors and executive officers as a group.

		Number of shares of common stock				Percentage of
Name of beneficial owner		beneficially owned (a)				shares outstanding (a)
John Coyne		250,000		(b)		*
Ernest Cimadamore		1,441,667		(c)		1.2%
Kirk Bradley		1,759,968		(d)		1.5%
Gerald Hannahs		1,012,523		(e)		*
Dale Jensen		166,667		(f)		*
Scott McPherson		441,666		(g)		*
All current directors and executive officers as a group (6 persons)		5,072,491				4.2%

 

*Represents beneficial ownership of less than one percent of the Company common stock outstanding.

(a) This table has been prepared based on 118,017,626 shares of our common stock outstanding on March 31, 2017.  The address for each person listed above is c/o Rego Payment Architectures, Inc., 265 Sunrise Boulevard, Palm Beach, Florida  33480.

(b) Consists of 250,000 shares of common stock.

(c) Consists of 500,000 shares of common stock held by Toria, Inc., an affiliate of Mr. Cimadamore, 500,000 shares underlying options exercisable at $0.90 per share, 250,000 shares underlying options exercisable at $0.65 per share, 25,000 shares underlying options exercisable at $1.01, 66,667 shares underlying options exercisable at $0.27 per share, and 100,000 shares underlying options exercisable at $0.29 per share.

(d)  Consists of 1,433,302 shares of common stock, 250,000 shares underlying options exercisable at $1.85 per share, 66,666 shares underlying options exercisable at $0.46 per share and 10,000 shares underlying warrants exercisable at $0.90 per share.

 

(e) Includes 855,856 shares of common stock, 70,000 shares underlying warrants exercisable at $1.00 per share, 20,000 shares underlying warrants exercisable at $0.90 per share, and 66,667 shares underlying options exercisable at $0.29 per share.

(f) Includes 100,000 shares underlying options exercisable at $1.17 per share and 66,667 shares underlying options exercisable at $0.29 per share.

(g) Includes 25,000 shares underlying options exercisable at $1.01 per share, 83,333 shares underlying options exercisable at $0.22 per share, 83,333 shares underlying options exercisable at $0.29 per share and 250,000 shares underlying options exercisable at $0.90 per share.

 

Transfer Agent

Our Transfer Agent is Island Stock Transfer and their address and phone number are 100 Second Avenue South, Suite 7055, St. Petersburg, Florida 33701; (727) 289-0010.

 

 

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

  

 

On December 8, 2015, the Company entered into an agreement with Martha McGeary Snider that includes a note payable in the amount of $100,100, and two-year warrants to purchase 20,000 shares of the Company’s common stock at $0.90 (see Note 6 to the audited financial statements contained in this Form 10-K).

During November and December 2015, Martha McGeary Snider paid expenses totalling $45,008 on behalf of the Company, which were included in accounts payable and outstanding at December 31, 2015.  During the year ended December 31, 2016, Ms. Snider incurred an additional $98,785 of additional expenses on behalf of the Company.  The total amount of $143,793 in accounts payable was converted into the same value of 10% Secured Convertible Notes (see Note 6 to the audited financial statements contained in this Form 10-K).

 

On August 26, 2016, the Company issued $100,000 aggregate principal amount of its 3.5% Secured Convertible Promissory Notes due June 30, 2018 to Kirk Bradley.

The Company has entered into a consulting agreement with International Corporate Management, LLC owned by Peter Pelullo, at a cost of $12,500 per month, plus expenses.  As of December 31, 2016, the Company has paid $106,204 to the consulting company.

The Company has entered into a consulting agreement with Luke Pelullo, the son of Peter Pelullo, at a cost of $5,000 per month, plus expenses.  As of December 31, 2016, the Company has paid $38,570 to this consultant.

The Company has entered into a consulting agreement with the Chris Coyne the brother of John Coyne, at a cost of $500 per week.  As of December 31, 2016, the Company has paid $7,500 and owed the consultant $1,500, which is included in accounts payable – related parties.

During the years ended December 31, 2016 and 2015, McPherson, CPA, PLLC, the certified public accounting firm owned by Scott McPherson billed $3,200 and $30,063 for accounting services of which was all paid as of December 31, 2016.

 

ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees

 

The fees billed for professional services rendered by our principal accountant, Morison Cogen, LLP, for the audit of our annual financial statements for the years ended December 31, 2016 and 2015 and the review of the financial statements included in each of our quarterly reports during the fiscal years ended December 31, 2016 and 2015 were $67,000 and $77,000, respectively.

 

Audit-Related Fees

 

During the fiscal years ended December 31, 2016 and 2015, there were no fees billed for audit-related services by Morison Cogen, LLP.

 

Tax Fees

During the fiscal years ended December 31, 2016 and 2015, there were no fees billed for tax compliance, tax advice and/or tax planning by Morison Cogen, LLP.

 

All Other Fees

 

During the fiscal years ended December 31, 2016 and 2015, there were no additional fees billed for products and services provided by Morison Cogen, LLP other than those set forth above.

 

 

 

ITEM 15.   EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

 

(a)	Audited financial statements.

(b)	The following exhibits are filed as part of this report.

 

Exhibit Number	Description
3.1	Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s registration statement on Form S-1 (Reg. # 333-152050) filed with the Commission on July 1, 2008).
3.2	Certificate of Ownership (incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K filed with the Commission on August 30, 2011).
3.3	Certificate of Amendment of Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K filed with the Commission on December 19, 2013).
3.4	Certificate of Amendment of Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K filed with the Commission on August 20, 2014).
3.5	Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K filed with the Commission on March 7, 2012).
3.6	Certificate of Designations of Preferences, Rights and Limitations of Series A Cumulative Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K filed with the Commission on January 29, 2014).
3.7	Certificate of Designations of Preferences, Rights and Limitations of Series B Cumulative Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K filed with the Commission on October 31, 2014).
3.8**	Certificate of Amendment of Certificate of Incorporation.
4.1	Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s registration statement on Form S-1/A (Reg. # 333-152050) filed with the Commission on August 13, 2008).
4.2	Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the Commission on February 13, 2012).
4.3	Form of Warrant (incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K filed with the Commission on February 13, 2012).
4.4	Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the Commission on April 3, 2013).
4.5	Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the Commission on May 29, 2013).

 

 

4.6	Form of Warrant to Purchase Common Stock (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed with the Commission on May 29, 2013).
4.7	Form of Note and Warrant Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the Commission on December 31, 2013).
4.8	Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the Commission on January 29, 2014).
4.9	Form of Warrant (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed with the Commission on January 29, 2014).

 

4.10	Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the Commission on October 31, 2014).
4.11	Form of Warrant (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed with the Commission on October 31, 2014).
10.1*	Employment Agreement between the Company and Ernest Cimadamore  (incorporated by reference to Exhibit 10.2 to the Company’s registration statement on Form S-1 (Reg. # 333-152050) filed with the Commission on July 1, 2008).
10.2*	Offer Letter, dated February 2, 2012, by and between the Company and Jo Webber (incorporated by reference to Exhibit 10.2 to the Company’s annual report on Form 10-K filed with the Commission on March 15, 2013).
10.3*	Offer Letter, dated November 26, 2012, by and between the Company and Joseph Dwyer (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the Commission on November 28, 2012).

 

10.4*	Offer Letter, dated November 16, 2011, by and between the Company and Tom Keefer (incorporated by reference to Exhibit 10.2 to the Company’s annual report on Form 10-K filed with the Commission on March 15, 2013).
10.5*	2008  Equity Incentive Plan (incorporated by reference to Exhibit 4.2 to the Company’s registration statement on Form S-1 (Reg. # 333-152050) filed with the Commission on July 1, 2008).
10.6*	2013 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the Commission on March 8, 2013).

 

10.7	Form of Securities Purchase Agreement (March 2015 Secured Convertible Notes) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 12, 2015)
10.8	Form of Secured Convertible Promissory Note (March 2015 Secured Convertible Notes) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on March 12, 2015)
10.9	Form of Security Agreement (March 2015 Secured Convertible Notes) (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on March 12, 2015)
10.10	Form of Securities Purchase Agreement (May 2015 Secured Convertible Notes) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 11, 2015)
10.11	Form of Secured Convertible Promissory Note (May 2015 Secured Convertible Notes) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on May 11, 2015)

 

 

10.12	Form of Security Agreement (May 2015 Secured Convertible Notes) (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on May 11, 2015)
10.13	Form of Promissory Note Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on November 6, 2015)
10.14	Form of Promissory Note Agreement (including commitment fee) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on November 6, 2015)
10.15	Form of Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on November 6, 2015)
10.16	Form of Amendment to Promissory Note Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on February 25, 2016)
10.17	Coyne Employment Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 10-Q filed with the Commission on May 13, 2016)
10.18	ICM Consulting Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 10-Q filed with the Commission on May 13, 2016)
10.19	Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on August 29, 2016)
10.20	Form of Secured Convertible Promissory Note (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on August 29, 2016)
10.21	Form of Amended and Restated Security Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Commission on August 29, 2016)
10.22	Form of Note Exchange Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Commission on August 29, 2016)

 

23.1**	Consent of Independent Registered Public Accounting Firm
31.1**	Certification of the principal executive officer of the Company, pursuant to Securities Exchange Act Rule 13a-14(a)

 

31.2**	Certification of the principal financial officer of the Company, pursuant to Securities Exchange Act Rule 13a-14(a)
32.1**	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, signed by the chief executive officer of the Company
32.2**	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, signed by the chief financial officer of the Company

 

101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	XBRL Taxonomy Extension Label Linkbase
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

 

* Management contract or compensatory plan or arrangement 

**filed herewith

 

 

ITEM 16.   FORM 10-K SUMMARY

 

Not provided.

Rego Payment Architectures, Inc. (formerly Virtual Piggy, Inc.)

 

	PAGE
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-1
BALANCE SHEETS	F-2
STATEMENTS OF OPERATIONS	F-3
STATEMENTS OF COMPREHENSIVE LOSS	F-4
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT	F-5
STATEMENTS OF CASH FLOWS	F-6
NOTES TO THE FINANCIAL STATEMENTS	F-7 to F-24

 

  

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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, on this 31st day of March, 2017.

 

	Rego Payment Architectures, Inc.
	By:	/s/ John Coyne
		John Coyne, Chairman, Chief Executive Officer and Principal Executive Officer
		/s/ Scott A McPherson
		Chief Financial Officer and Principal Accounting Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

 

Signature		Title	Date
/s/ John Coyne		Chairman, Chief Executive Officer and Principal	March 31, 2017
John Coyne		Executive Officer
/s/ Ernest Cimadamore		Secretary and Director	March 31, 2017
Ernest Cimadamore
/s/Scott A. McPherson		Chief  Financial Officer and Principal Accounting Officer	March 31, 2017
Scott A. McPherson
/s/Kirk Bradley		Director	March 31, 2017
Kirk Bradley
/s/ Gerald Hannahs		Director	March 31, 2017
Gerald Hannahs

/s/ Dale Jensen		Director		March 31, 2017
Dale Jensen