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, 2023

 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.

 (Exact Name of Registrant as Specified in Its Charter)

 Delaware

 35-2327649

 (State or Other Jurisdiction of
 Incorporation or Organization)

 (I.R.S. Employer

Identification No.)

 325 Sentry Parkway, Suite 200
 Blue Bell, PA

 19422

 (Address of Principal Executive Offices)

 (Zip Code)

 (267) 465-7530

 (Registrant's Telephone Number, Including
Area Code)

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

 Title of Each Class

 Trading Symbol(s)

 Name of Each Exchange on Which Registered

 None

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

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

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

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

 Indicate by
check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report.

 If securities
are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included
in the filing reflect the correction of an error to previously issued financial statements.

 Indicate by
check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received
by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 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 $ 122,312,307 as of June 30, 2023, based on the price at 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 135,848,105 shares of common stock
outstanding as of the close of business on April 1, 2024.

 DOCUMENTS INCORPORATED
BY REFERENCE

 NONE

 REGO PAYMENT ARCHITECTURES,
INC.

 FORM 10-K ANNUAL REPORT

 Year Ended December 31,
2023

 Page

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 [Reserved]

 Item 7

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibits and Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 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 1A — Risk Factors" 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,"
"REGO," "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 325 Sentry Parkway, Suite 200, Blue Bell, PA 19422
and our telephone number is (267) 465-7530.

 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 software 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 was 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 March 2016, we discontinued our prior Oink product offering.

 Our focus currently is
monetizing the Mazoola Digital Wallet Platform in the Financial Technology ("FinTech") industry through white label,
licensing and partnership agreements. We have successfully launched the Mazoola App and are focused on improving and monetizing
the existing Platform and App that will act as the foundation for the strategic alignment with the 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. With our Children's Online Privacy Protection Act ("COPPA") and GDPRkids TM Trustmark
compliant technology as an added feature, we believe we may have better market success.

 Overview

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

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

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

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

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

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

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

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

 In November 2020, California went even further
by passing the California Privacy Rights Act ("CPRA") of 2020. The CPRA is the strongest consumer privacy law ever enacted
in the United States and achieves broad general parity with the most comprehensive laws in other jurisdictions including Europe (GDPR),
Japan, Israel, New Zealand, and Canada. Protection of children is a key component of the CPRA with significant expansion to enforcement
also included. CPRA empowers the Attorney General, California's 62 different district attorneys, and a brand-new California Privacy
Protection Agency ("CPPA") to enforce it, The CPPA began enforcement on July 1, 2023. Additional states such as Colorado,
Connecticut, Utah and Virginia have also enacted state privacy laws in 2023. Montana, Oregon, and Texas have privacy laws scheduled for
enactment in 2024. Delaware, Iowa, and Tennessee have privacy laws scheduled for enactment in 2025.

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

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

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

 Requiring the consent of subjects for data processing

 Anonymizing collected data to protect privacy

 Providing data breach notifications

 Safely handling the transfer of data across borders

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

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

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

 Industry Background

 In 2022, it was estimated
that approximately 25% of the world's population, estimated at 8 billion, or approximately 2 billion people were under age 15. This
is primarily Generation Z ("Gen Z") and Generation Alpha ("Gen Alpha").

 Gen Z are those born
between 1997 and 2010 and are characterized by growing up in a highly sophisticated media and computer environment with greater internet
savvy than any previous generation. They have been coined with the names "True Gen," the "iGeneration," "Homelanders,"
"Generation Connected," and "Dot Com Kids." Gen Z has an estimated spending power of $323 billion per year, while
it is estimated that Gen Z influences $600 billion in family spending per year.

 They use the mobile internet
more than any other generation on a daily basis as a communication tool and a method to stay connected with the people and things that
are important to them. Studies have shown that Gen Z spends over 8 hours per week online on average, 4.5 hours per day on their mobile
phones and 3.5 hours per day on their laptops. They are online for 10 or more hours per day with the use of smartphones, tablets, laptops,
desktops and TV's. Gen Z are 2 times more likely to shop online than Millennials. Additionally, 62 percent of Gen Z have reported
worrying about the use of their personal information by companies.

 Gen Alpha are those born
since the year 2010. They are the children of the Millennials and are sometimes referred to as mini-Millennials. They will be the first
generation entirely born and shaped in the 21 st century. They have become known as "Digital Natives." They
are the most materially endowed and technologically literate generation on Earth. While not much information has been observed as of yet,
Gen Alpha has been projected to be the best-educated, the most technologically immersed, the wealthiest and the generation most likely
to spend some or all of their childhood in living arrangements without both of their biological parents. Millennials tend to provide mini
versions of what they have themselves to Gen Alpha. Thus, Gen Alpha is more likely to seek out the best brands and best products and have
the ability to differentiate knockoff brands. This is the next generation to watch as they have already begun to spend and influence spending.

 Because there is no direct
financial solution for these generations, 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 children's "spending" market, which is separate
from the dollars spent on children. Marketers and regulators have taken note of the change and made a shift to a more "digital"
approach to their overall strategy. Additionally, children's 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 and Gen Alpha
in mind, the Company is focusing on the FinTech industry. There are several fields affected by FinTech including banking, insurance,
loans, personal finance, electronic payments, venture capital and wealth management. The brands that appear in the FinTech industry include
Apple, Goldman Sachs, PWC, JP Morgan, Samsung, Amazon and Paypal to name a few.

 The key metrics to the
FinTech industry are as follows:

 The U.S. Fintech market has achieved a $4 trillion
market size in 2023 and projects a Compound Annual Growth Rate (CAGR) of 11% over the next 5 years.

 In the U.S., the leading FinTech segment is digital
payment, valued at over $2.6 trillion in 2023.

 60% of credit unions and 49% of banks believe
partnerships with FinTech companies are important.

 By 2025, the U.S. will account for more than
62% of the global FinTech transaction value.

 The worth of the global financial sector is expected
to be $28.5 trillion by 2025 with a 6% CAGR.

 75% of global consumers have used at least one
fintech service to pay online or using a mobile application.

 78% of U.S. consumers prefer to bank via a mobile
app or website.

 By the end of 2022, about 9 out of 10 Americans
were using digital payments.

 Global digital payments revenue is projected
to reach $14.79 trillion by 2027.

 FinTech companies are
not restricted to the same degree by regulatory compliance nor antiquated systems with which the established financial services companies
contend, although governments at all levels are increasing their interest in the industry. These companies can concentrate
on single purpose solutions, which are designed to enhance the user's experience. In 2023, over three quarters (78 percent) of the
U.S. population used a digital banking service. Additionally, in 2023, 99% of Gen Z and 98% of millennials indicated that they use mobile
banking.

 The innovations taking
place in FinTech can be summarized in four categories:

 1.
 Peer-to-Peer ("P2P") value exchanges – Growth of applications has been stimulated by
the popularity and use of social networks.

 2.
 Applications with machine intelligence – Automation becoming a necessity in the do-it-yourself environment.

 3.
 Data-driven services – The ability to access data and data analytics is leading to more individualized
products and lower pricing of financial services.

 4.
 Less definition between physical and virtual worlds – People are using financial services more in
the virtual arena than in visiting physical locations.

 Digital-only banking is growing. These banks
offer virtual global payments, P2P transfers and opportunities to buy and exchange Bitcoin and other cryptocurrencies.

 Blockchain, a distributed ledger technology, is
also having a substantial impact on global finance. The two fastest-growing segments of FinTech are blockchain and regulatory technology
("regtech"). It is anticipated that blockchain technology will increase the global economy by $1.76 trillion by 2030. The
largest economic impact will be tracking and tracing products and services estimated at $962 billion. Payments and financial services
will be impacted by an approximate $433 billion. The sectors benefiting the most will be public administration, education and healthcare.
The countries that will benefit the most are anticipated to be China ($440 billion) and the US ($407 billion).

 The global P2P market
size was valued at $2.2 trillion in 2022 and is projected to grow to almost $12 trillion by 2032. In 2022, the largest P2P money transfer
service has an estimated transaction volume of $1.5 trillion with 431 million users.

 Artificial intelligence
("AI") is projected to reduce bank operating costs by 22% by the year 2030. This could mean savings of approximately $1 trillion.
AI in the banking industry is well positioned to combat cybercrimes and financial fraud. Customer service in financial institutions is
now being conducted by AI chatbots and other smart systems. Chatbot interactions saved operational costs in the banking industry $7.3
billion globally in 2023. By 2025, Robo-advisors are expected to manage $16 trillion in assets. In the next 10 years, AI is anticipated
to handle 95% of all customer interactions.

 Global mobile payments
were approximately $2.1 trillion in 2022. The number of unique contactless mobile payment users will reach 1 billion globally by 2024.
In 2022, there were approximately 3.4 billion mobile wallet users with this number expected to exceed 5.2 billion in 2026. As of 2023,
mobile payments are used by more than 2 billion people globally, growing by millions each year and mobile transactions comprised 89% of
all banking transactions. App store spending was $171 billion worldwide in 2023.

 With this as a backdrop,
REGO Payment Architectures, Inc. has identified an emerging need to market a financial platform that provides Gen Z and Gen Alpha 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. Mazoola is that platform and along with providing the
solution it teaches financial responsibility.

 The Company's Relationship to the Children's
Online Privacy Protection Act

 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 have a complete inter-state commerce view of the regulations that assure compliance for all participants in the system.

 To be compliant the Company has renewed its COPPA
certification and has received the GDPRkids TM Trustmark from PRIVO. PRIVO is an online privacy compliance company and
with the certification and Trustmark the Company has joined Privo's Kids Privacy Assured Program, which helps
companies navigate the online privacy landscape from COPPA and GDPR to the numerous student digital privacy laws,
in addition to offering compliant technology solutions that include youth registration, age verification, parental consent and account
management.

 Other Consumer Privacy
Protection Enforcement

 The Federal Trade Commission
("FTC") has been very active, since as far back as 2003, in penalizing companies for non-compliance with privacy promises,
with COPPA at the core of the settlements. Possible penalties under COPPA provide for civil penalties of $42,350 per violation, however,
the FTC considers many factors when levying penalties. Among these are the ability of the company to stay in business after the penalty
is imposed. Google and YouTube paid a record $170 million in 2019 to settle civil penalties brought by the FTC. Musical.ly (TikTok) agreed
to a settlement of $5.7 million in February 2019. TechCrunch's Verizon-owned parent, Oath, created from the merging of AOL and Yahoo,
has agreed to pay approximately $5 million for violating COPPA in December 2018. The New York Attorney General has targeted Viacom, Mattel,
JumpStart and Hasbro for investigations related to COPPA compliance issues. In July 2021, Kuuhuub, Inc. was fined $3 million for violating
COPPA. Epic Games, Inc., the creator of the popular video game Fortnite, was recently fined in December 2022 $275 million for COPPA violations.
In June 2023, Microsoft was fined $20 million for illegally collecting personal information from children without their parents'
consent.

 A number of foreign governments
also have itherr adopted or are considering data privacy and security regulations. For example, the EU has adopted GDPR, as was previously
discussed. The Company's initial target is the U.S. However, the Company has been performing research on compliance issues
in European countries and is expanding its focus into the European market. With the GDPR Trustmark the Company is positioned to rapidly
adapt to these new markets.

 In 2022 there were 511
GDPR fines that totaled over 835 million. Among the top violators in 2022 were Meta/Facebook twice (totaling 670 million)
and Clearview AI, Inc. several times (totaling 68 million). In 2023, TikTok was fined 345 million in relation to its processing
of personal data relating to child users of the platform.

 The Opportunity

 Gen Z and Gen Alpha are
the core target users of our mobile payment app, Mazoola

 As consumers, Gen
Z and Gen Alpha have deep pockets, but lack direct access to funds.

 Their spending power
is significant and growing. As of 2023, Gen Z has approximately of $360 billion in disposable income. Over 70% of Gen Z say they influence
family decisions around furniture, household goods, food and beverages purchases. They are 2 times more likely to shop on mobile
devices than Millennials.

 Social and digital
learning is key to Gen Z.

 85% of Gen Z uses social
media to learn about new products.

 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. As of 2023, 25 states have enacted personal finance requirement for high schoolers. 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 our Platform 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 mobile payment
platform.

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

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

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

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

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

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

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

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

 REGO addresses hard industry problems such as:

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

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

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

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

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

 We are seeking partners that will leverage our
Platform to:

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

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

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

 The REGO Mazoola app
and associated digital wallet technology is designed to enable our partners to engage families with Gen Z and Gen Alpha youths through
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 Mazoola app enables a
new way for individual users to own and monetize their purchasing behavior that is currently unavailable to them.

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

 Other markets for potential
licensed applications are:

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

 Closed network consumer
to business (C2B) and business to business (B2B). An example is school lunch programs where the consumer can make direct mobile
payments to the provider's point of sale (POS) terminal without the need to traverse the traditional merchant payment system.
This reduces the cost per transaction for the vendor and provides instant non-repudiated settlement. Many school lunch programs
are now provided by large catering companies. This is particularly valuable as credit card fees, transaction fees and service fees
can exceed 3% in overhead costs per transaction dependent on the negotiated rate. Removing this overhead can have a significant
positive financial impact on profitability. 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 "Parent Match," "System and Method for Verifying the Age of an Internet User," "System and
Method for Virtual Piggy Bank Wish-List" 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, one of which is pending,
four of which have been allowed, and seven 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 our patents:

 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.

 System and Method
for 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.

 System and Method
for 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.

 System and Method
for Virtual Piggybank Wish-List. 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.

 Until such time as the
remaining pending patents are awarded, if ever, we intend to also rely on trade secret protection and/or confidentiality agreements with
our employees, customers, business partners and others to protect our intellectual property rights.

 Furthermore, we have
filed trademark applications pertaining to our service with the USPTO, the European Community, and Canada and a service mark application
for Mazoola 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 additional patent and copyright protection is appropriate for us. We have no
guarantee that any such 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 2023 and 2022,
our research and product development expenses were approximately $2.9 million and $2.1 million, all of which were borne by us.

 Our Revenue Model

 Our ability to generate and grow revenue is affected
by consumer spending patterns, merchants and consumer adoption of digital payment methods. We are relying on the growth of mobile
devices and the applications that will be used by merchants and consumers on those devices, and the transition from cash and checks to
digital forms of payment, including cryptocurrencies. Our strategy to drive revenue in our business includes the following:

 Utilize our COPPA compliant platform to capitalize
on mobile device applications

 License or enter into revenue sharing agreements
around our technology for use with compatible technologies focusing on digital forms of payment

 Utilize the blockchain component of the platform
in conjunction with cryptocurrencies

 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 2024, we expect to seek additional revenue streams as follows:

 Private labeling licenses for: financial institutions,
FinTech companies, 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

 On March 8, 2023, we entered into a Partner Acceleration
Program Agreement with Q2 Software, Inc. ("Q2"). Pursuant to this agreement, we will integrate our certified COPPA-compliant
white label Family Wallet Banking-as-a-Platform into Q2's digital banking platform. The agreement will make our family wallet available
to Q2's network of 450 financial institution customers to allow end-user customers of subscribing financial institutions to utilize
our family wallet. This integration was completed on October 23, 2023.

 Our Plan of Operation

 We launched our Mazoola app in 2021.
In 2023, the following enhancements were made:

 Fractional Stock Investing (live trading and
practice mode) for both adults and children

 Enhancement of white label customization capabilities

 Updated the.net environment

 Updated the react native environment

 Enhancements to the White Label admin panel

 Child Request Funds Feature

 App Generated Messaging

 Fraud Prevention Enhancements

 Completed Q2 Integration

 Feature Flags

 Geolocation Based Security

 In addition to expanding the existing payment
solution to a growing US and global customer base, management believes there is robust demand for:

 1.
 A digital ecosystem for children embedded within a marketplace of service offerings, delivered via in-house
technology and through third party integrations ("super app"). The inherent fenced design and systems architecture of the
Mazoola digital wallet aligns well with the overall purpose and approach of a "super app"— to offer a wide array
of services within a controlled environment on mobile operating systems, such as iOS and Android.

 2.
 Expanded in-application service modules such as investments, charitable giving, and financial literacy,
as well as, the inclusion of new marketplaces, health centers, and logistics/inventory management systems.

 3.
 Predictive analytic products and services based on REGO's anonymized data collection techniques.

 4.
 A two-sided platform of the REGO offering, MazoolaPay, which is currently in later stage development.
This provides a way for retailers to offer families a compliant payment offering when engaging in e-commerce transactions.

 Sales and Marketing
Strategy

 In 2024, we are working
with small and large banks, credit unions and other channel providers for the adoption of our unique wallet for their family clients.
Additionally, we are also 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 and Gen Alpha population through the FinTech industry. The Company maintains its view that these
channels are most likely to provide rapid adoption of its technology across a broader industry segment.

 Seasonality

 Our new model should
not be subject to seasonality.

 Competition

 The global payments industry is highly competitive.
There is a continuous introduction of new entrants into the market and the development of new technologies and product offerings in the
global payments industry, which is already highly competitive. It is continuously changing, highly innovative, and increasingly
subject to regulatory scrutiny and oversight. We compete against a wide range of businesses. Most of our current and potential competitors
may be larger than we are, have larger customer bases, greater brand recognition, longer operating histories, a dominant or more secure
position, or broader geographic scope than we do, or offer products and services that we do not offer. Although payment services such
as Zelle, Venmo, 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, while being 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 will
compete against many companies that are larger than we are in a wide range of businesses, including banks, credit card providers, technology
and ecommerce companies and traditional retailers. We will compete against various forms of payment methods including cash and checks,
credit and debit cards, automated clearing house, mobile payments and other online payment services.

 To compete effectively, we will focus a majority
of our 2024 resources on product distribution and licensing and 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, such as GDPR, 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 added
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.

 Human Capital Resources

 As of December 31, 2023,
we had 4 employees, who were working in the areas of marketing, programming and product development, web development, 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.

 We outsource our marketing
efforts and most of our product development costs. Our relationship with all of these vendors is good.

 Company Information

 Our website can be found
on the Internet at www.regopayments.com. The website contains information about the Company and our operations, however, the contents
of our website are not incorporated into this Form 10-K. 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 Relations and then clicking on SEC filings.

 ITEM 1A. RISK FACTORS.

 An investment in our
common stock involves a high degree of risk. You should carefully consider the following risk factors in addition to other
information in this Annual Report on Form 10-K before purchasing our common stock. The risks and uncertainties described below are those
that we currently deem to be material and that we believe are specific to our company and our industry. In addition to these
risks, our business may be subject to risks currently unknown to us. If any of these or other risks actually occurs, our business
may be adversely affected, the trading price of our common stock may decline, and you may lose all or part of your investment.

 RISKS RELATED TO
OUR BUSINESS

 We have a history
of losses, have yet to begin generating significant revenue, will require additional capital, and our auditors have raised substantial
doubt about our ability to continue as a going concern.

 We have experienced net
losses in each fiscal year since our inception and as of December 31, 2023, have an accumulated deficit of approximately $136.0 million. We
incurred net losses to common shareholders of approximately $18.9 million during the year ended December 31, 2023 and approximately
$17.6 million during the year ended December 31, 2022. As of April 1, 2024 we had a cash position of approximately $4.3 million.
Depending on the speed at which we begin to generate revenue, and to the degree we continue to accelerate spending to take advantage of
our market opportunity, we will need additional capital to execute our business plan. As a result of these conditions, the
report of our independent accountants issued in connection with the audit of our financial statements as of and for our fiscal year ended
December 31, 2023 contained a qualification raising a substantial doubt about our ability to continue as a going concern.

 In order to execute
our business plan and pay expenses in connection with unforeseen events, we will need to raise additional capital, which may not be available
on terms acceptable to us, if at all.

 In order to execute our
current business plan, we will need to raise additional capital. The amount of funding required will be determined by many factors,
some of which are beyond our control, and we may require such funds sooner than currently anticipated or to cover unforeseen expenses.
We expect that any such funding will be raised through sales of our debt or equity securities. When raising additional funding, general
market conditions or the then-current market price of our common stock may not support capital-raising transactions. We have not made
arrangements to obtain additional financing and we can provide no assurance that additional financing will be available in an amount or
on terms acceptable to us, if at all. If we cannot raise funds when they are needed or if such funds cannot be obtained on acceptable
terms, we may not be able to (a) pay our costs and expenses as they are incurred, (b) execute our business plan, (c) take advantage of
future opportunities, or (d) respond to competitive pressures or unanticipated requirements, which may in the extreme case, require us
to liquidate the Company. This may seriously harm our business, financial condition and results of operations.

 We are essentially
a start-up company with an unproven business model which makes it difficult to evaluate our current business and future prospects.

 We are essentially a
start-up company introducing new services and technologies. We are completing the development and rollout of our enhanced Platform,
however, we have not generated significant revenue. We expect to generate all of our future revenues from the development and
marketing of our COPPA compliant payment solution Platform to financial institutions and merchants. However, we have only a very limited
operating history and have not generated significant revenue upon which to base an evaluation of our current business and future prospects. Although
our management team has substantial experience in developing and managing businesses, they have never developed or offered such a technology
and there can be no assurance that we will be able to successfully develop and market such technology. If we are unable to
fully develop and commercialize our Platform, or manage other challenges facing development stage companies, such as raising additional
capital, managing existing and expanding operations, and hiring qualified personnel, we may continue to be unprofitable or, in the extreme
case, be forced to cease operations. Before purchasing our common stock, you should consider an investment in our common stock in light
of the risks, uncertainties and difficulties frequently encountered by early-stage companies in new and evolving markets such as ours,
including those described herein. We may not be able to successfully address any or all of these risks. Failure to adequately
address such risks would have a material adverse effect on our financial condition and results of operation and could cause our business
to fail.

 Our management has
limited experience in our relatively new industry, which may make it difficult for you to evaluate our business prospects.

 Our senior management
does not have direct experience in the online payment or retail industries. There can be no assurance that our management team
will be successful in working together to develop and market our Platform. In addition, the online payment industry is a relatively
new industry. Although there a number of online payment solutions, relatively few are directed specifically to the "Under
18" market segment. You must consider our business prospects in light of the risks and difficulties we will encounter
in the future in a new and rapidly evolving industry. We may not be able to successfully address these risks and difficulties, which could
materially harm our business prospects, financial condition and results of operations.

 We are developing
a service platform which is new to the market and there is substantial uncertainty regarding the level of consumer and industry acceptance,
if any, of our platform.

 Our Platform is intended
to provide a solution to certain financial institutions, website operators and online merchants. As we do not believe any provider
is currently offering such a solution, it is very difficult for us to predict the level of demand and market acceptance of our Platform
by consumers or online retailers. As regulations, consumer and industry preferences and trends evolve, there is a high degree
of uncertainty about whether users will value some or all of the key features which we are incorporating into the Platform. The failure
of the marketplace to deem our features desirable may discourage use of our Platform and limit our ability to generate any meaningful
revenues or profits which would have a material adverse effect on our business, operating results, and financial condition.

 Fluctuations in demand
for our Platform may have a material adverse effect on our business, operating results and financial condition.

 We are subject to fluctuations
in demand for our Platform due to a variety of factors, including general economic conditions, including the possibility of a prolonged
period of limited economic growth or possible economic decline in the U.S.; competition; disruptions to the credit and financial markets
in Europe, the U.S., and elsewhere; contractions or limited growth in consumer spending or consumer credit; and adverse economic conditions
that may be specific to the Internet, ecommerce and payments industries.

 We are also subject to
product obsolescence, technological change, shifts in buying patterns, financial difficulties and budget constraints of current and potential
customers, levels of demand for virtual goods, awareness of security threats to IT systems, and other factors. While such factors
may, in some periods, increase revenues, fluctuations in demand can also negatively impact our revenues.

 If we do not remain
proactive with technological development to provide new products and services, the use of our services may not be adopted.

 Technological changes
impact the industries in which we operate, including developments in payment card tokenization, ecommerce through social networks, authentication
and virtual currencies. We cannot predict the effects of technological changes on our business. We expect that new services and technologies
applicable to the industries in which we operate will continue to emerge and may be superior to, or render obsolete, the technologies
we currently use in our products and services. Developing and incorporating new technologies into our products and services may require
substantial expenditures, take considerable time, and ultimately may not be successful. In addition, our ability to adopt new products
and services and to develop new technologies may be inhibited by industry-wide standards, payments networks, changes to laws and regulations,
resistance to change from consumers or merchants, third-party intellectual property rights, or other factors. Our success will depend
on our ability to develop and incorporate new technologies and adapt to technological changes and evolving industry standards; if we are
unable to do so in a timely or cost-effective manner, our business could be harmed.

 Weak consumer spending
may adversely affect our business prospects, financial condition and results of operations.

 Our ability to attract
new users, and encourage users to purchase items through our website, and use our payment services in times where consumer spending is
weak could materially and adversely affect our business, financial condition and results of operations.

 Undetected programming
errors or flaws in our Platform could harm our reputation or prevent market acceptance of the Platform which would materially and adversely
affect our business prospects, reputation, financial condition and results of operations.

 The Platform may contain
programming errors or flaws, which may become apparent only after sustained use in the market. In addition, the Platform was
developed using programs and engines developed by and/or licensed from third party vendors, which may include programming errors or flaws
over which we have no control. If our users or partners have a negative experience with the Platform, related to or caused
by undetected programming errors or flaws, they may be less inclined to continue or resume use of the Platform or recommend the Platform
to other potential users. Undetected programming errors in the Platform can also cause our users or partners to cease using the Platform
or delay market acceptance of the Platform, either of which could materially and adversely affect our business, financial condition and
results of operations.

 Our future growth
is largely dependent upon our ability to develop technologies that achieve market acceptance with acceptable margins.

 The markets for our products
and services are characterized by constant technological changes, frequent introductions of new products and services and evolving industry
standards. Our ability to execute our business depends upon a number of factors, including our ability to identify emerging technological
and market trends in our target end-markets, develop and maintain competitive products, develop our Platform that differentiates our services
from those of our competitors, and develop and bring services to market quickly and cost-effectively. In addition, we will need to effectively
manage risks associated with new products and production ramp issues as well as risks that new products may have quality or other defects
in the early stages of introduction. The process of developing new high technology products, services and solutions and enhancing our
existing products is complex, costly and uncertain. Our ability to continually refine and successfully commercialize the Platform will
require substantial technological innovation and requires the investment of significant resources. These development efforts may not lead
to the ongoing evolution of the Platform on a timely basis or meet the needs of our customers as fully as competitive offerings. Any
failure by us to anticipate customers' changing needs and emerging technology trends accurately could significantly harm our market
share and results of operations. In addition, the markets for our services may not develop or grow as we anticipate. The failure of our
products to gain market acceptance or their obsolescence due to more attractive offerings by competitors could significantly impact our
revenues and adversely affect our business, operations and financial results.

 Security breaches
and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer.

 The techniques used to
attempt to obtain unauthorized or illegal access to systems and information (including customers' personal data), disable or degrade
service, exploit vulnerabilities, or sabotage systems are constantly evolving, and in some circumstances may not be recognized or detected
until after they have been launched against a target. Unauthorized parties have attempted, and we expect that they will continue to attempt,
to gain access to our systems or facilities through various means, including, but not limited to, hacking into our systems or facilities
or those of our customers, partners, or vendors, and attempting to fraudulently induce users of our systems (including employees and customers)
into disclosing user names, passwords, payment card information, or other sensitive information used to gain access to such systems or
facilities. This information may in turn be used to access our customers' personal or proprietary information and payment data that
are stored on or accessible through our information technology systems and those of third parties with whom we partner. Numerous and evolving
cybersecurity threats, including advanced and persisting cyberattacks, cyberextortion, distributed denial-of-service attacks, ransomware,
spear phishing and social engineering schemes, the introduction of computer viruses or other malware, and the physical destruction of
all or portions of our information technology and infrastructure and those of third parties with whom we partner could compromise the
confidentiality, availability, and integrity of the data in our systems. Any such access, disclosure or other loss of information could
result in legal claims or proceedings, liability under laws that protect the privacy of personal information, and regulatory penalties,
disrupt our operations and the services we provide to customers, and damage our reputation, and cause a loss of confidence in our products
and services, which could adversely affect our business/operating margins, revenues and competitive position.

 Our plans are dependent
upon key individuals and the ability to attract qualified personnel, as well as our relationship with outside developers.

 In order to execute our
business plan, we will be dependent upon senior executives, as well as other key development personnel. The loss of any of
the foregoing individuals could have a material adverse effect upon our business prospects. Moreover, our success continues to depend
to a significant extent on our ability to identify, attract, hire, train and retain qualified professional, creative, technical and managerial
personnel. Competition for such personnel is intense, and there can be no assurance that we will be successful in identifying, attracting,
hiring, training and retaining such personnel in the future. The competition for software developers, and technical directors is especially
intense because the software market has significantly expanded over the past several years. If we are unable to hire, assimilate
and retain such qualified personnel in the future, our business, operating results, and financial condition could be materially adversely
affected. We may also depend on third party contractors and other partners, to develop our Platform as well as any
future enhancements thereto. There can be no assurance that we will be successful in either attracting and retaining qualified personnel
or creating arrangements with such third parties. The failure to succeed in these endeavors would have a material adverse effect on our
ability to consummate our business plans.

 RISKS RELATED TO
INTELLECTUAL PROPERTY, TECHNOLOGY AND REGULATION

 Our lack of patent
and/or copyright protection and any unauthorized use of the Platform by third parties may adversely affect our business.

 We have patents and have
made patent applications with the United States Patent and Trademark Office related to our Platform, which we rely on for protection to
our technology. We also rely on a combination of protections provided by contracts, including confidentiality and nondisclosure
agreements, and common law rights, such as trade secrets, to protect our intellectual property. However, we cannot assure you
that we will be able to adequately protect our technology or other intellectual property from misappropriation in the U.S. and abroad. This
risk may be increased due to the lack of complete patent and/or copyright protection. Any patent issued to us could be challenged,
invalidated or circumvented or rights granted thereunder may not provide a competitive advantage to us. Furthermore, patent applications
that we file may not result in issuance of a patent or, if a patent is issued, the patent may not be issued in a form that is advantageous
to us. Despite our efforts to protect our intellectual property rights, others may independently develop similar products, duplicate our
products or design around our patents and other rights. In addition, it is difficult to monitor compliance with, and enforce, our intellectual
property rights on a worldwide basis in a cost-effective manner. In jurisdictions where foreign laws provide less intellectual property
protection than afforded in the U.S. and abroad, our technology or other intellectual property may be compromised, and our business would
be materially adversely affected. 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. We can provide no assurance that we will have the
financial resources to oppose any actual or threatened infringement by any third party. Furthermore, any patents 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.

 We may be subject
to claims with respect to the infringement of intellectual property rights of others, which could result in substantial costs and diversion
of our financial and management resource s.

 Third parties may claim
that we are infringing on their intellectual property rights. We may violate the rights of others without our knowledge. We may expose
ourselves to additional liability if we agree to indemnify our clients against third party infringement claims. 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. Additionally, most patent applications are kept confidential for twelve to eighteen
months, or longer, and we would not be aware of potentially conflicting claims that they make. 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. In addition, in the event that we recruit employees from other technology companies, including certain potential
competitors, and these employees are used in the development of portions of the Platform which are similar to the development in which
they were involved at their former employers, we may become subject to claims that such employees have improperly used or disclosed trade
secrets or other proprietary information. If any such claims were to arise in the future, litigation or other dispute resolution
procedures might be necessary to retain our ability to offer our current and future services, which could result in substantial costs
and diversion of our financial and management resources. Successful infringement or licensing claims against us may result in substantial
monetary damages, which may materially disrupt the conduct of our business and have a material adverse effect on our reputation, business,
financial condition and results of operations. Even if intellectual property claims brought against us are without merit, they could result
in costly and time-consuming litigation, and may divert our management and key personnel from operating our business.

 The impact of laws
regulating financial institutions may adversely impact our business.

 The impact of laws regulating
financial institutions, including the Dodd-Frank Wall Street Reform and Consumer Protection Act may adversely impact our business as a
result of our reliance on merchants to provide services for our Platform.

 Changes to payment
card networks or bank fees, rules, or practices could harm our business and, if we do not comply with the rules, could result in the termination
of our ability to accept credit cards. If we are unable to accept credit cards, our competitive position would be seriously
damaged.

 We may belong to or directly
access payment card networks, such as Visa, MasterCard and the National Automated Clearing House Association ("NACHA"), in
order to accept or facilitate the processing of credit cards and debit cards (including some types of prepaid cards) for merchants. We
also expect to rely on banks or other payment processors to process transactions and must pay fees for this service. From time
to time, payment card networks have increased, and may increase in the future, the interchange fees and assessments that they charge for
each transaction using one of their cards. Generally, payment card processors have the right to pass any increases in interchange fees
and assessments on to payment systems like ours as well as increase their own fees for processing. Changes in interchange fees and assessments
could increase our operating costs and reduce profit margins, if any. In addition, in some markets, governments have required
Visa and MasterCard to reduce interchange fees or have opened investigations as to whether Visa or MasterCard's interchange fees and practices
violate antitrust law. The financial reform law enacted in 2010 authorizes the Federal Reserve Board to regulate debit card
interchange rates and debit card network exclusivity provisions, and the Federal Reserve Board has proposed rules that include caps on
debit card interchange fees at significantly lower rates than Visa or MasterCard currently charge. We expect to be required
by our processors to comply with payment card network operating rules, which generally include the obligation to reimburse processors
for any fines they are assessed by payment card networks as a result of any rule violations by users of our Platform. The payment
card networks set and interpret the card rules which could be more difficult or expensive to comply with. We also expect to
be required to comply with payment card networks' special operating rules for Internet payment services. Some of these rules may be difficult
or even impossible for us to comply with. If we are unable to comply with these rules, we may be subject to fines for any failure to comply
with such rules or we may lose our ability to gain access to the credit card associations or NACHA.

 Any capacity constraints
or system disruptions, including natural disasters could have a material adverse effect on our business.

 Our business will rely
significantly on Internet technologies and infrastructure. Therefore, the performance and reliability of our Internet sites and network
infrastructure will be critical to our ability to attract and retain users, merchants and strategic partners. Any system error,
outage or failure, or a sudden and significant increase in traffic, may result in the unavailability of sites and significantly delay
response times. Individual sustained or repeated occurrences could result in a loss of potential or existing users. Our
systems and operations will be vulnerable to interruption or malfunction due to certain events beyond our control, including natural disasters,
international diseases, telecommunications failures and computer hacking. We will also rely on Web browsers and online service
providers to provide Internet access to our sites. There can be no assurance that we will be able to expand our network infrastructure,
either alone or through the use of third-party hosting systems or service providers, on a timely basis sufficient to meet demand. Our
operations and services depend on the extent to which our computer equipment and the computer equipment of our third-party network providers
is protected against damage from fire, earthquakes, terrorist acts, natural disasters, computer viruses, unauthorized entry, power loss,
telecommunications failures, and similar events. Despite precautions taken by us and our third-party network providers, over
which we have no control, a natural disaster, infectious disease, or other unanticipated problems at our headquarters or a third-party
provider could cause interruptions in the services that we provide. If disruptions occur, we may have no means of replacing these
network elements on a timely basis or at all. Any accident, incident, system failure, or discontinuance of operations involving
our network or a third-party network that causes interruptions in our operations could have a material adverse effect on our ability to
provide services to our partners and customers and, in turn, on our business, financial condition, and results of operations.

 Our business will
be dependent upon broadband carriers.

 We will rely on broadband
providers to provide high speed data communications capacity to our customers. We may experience disruptions or capacity constraints in
these broadband services. If disruptions or capacity constraints occur, we may have no means of replacing these services, on
a timely basis or at all. In addition, broadband access may be limited or unavailable in certain areas, thereby reducing our
potential market.

 Use of our services
for illegal purposes could be detrimental to our business.

 Our payment system is
susceptible to potentially illegal use. Use of our payment system for illegal or improper purposes could subject us to claims, such
as individual and class action lawsuits, and government and regulatory investigations, inquiries or requests that could result in potential
liability. Increased penalties for intermediaries providing payment services for certain illegal activities have become more prevalent.
Any threatened or resulting claims could result in a material adverse effect on our business.

 We may be subject
to credit card transaction fraud.

 Our business model depends
upon the processing of credit cards and may include the sale of gift cards. In cases where we are the merchant of record on
a gift card sale, we could be held financially responsible for the value of gift cards which are purchased using a fraudulent or stolen
credit card. While we use software and safeguards to ensure that credit cards we accept are valid, there can be no assurance that credit
card fraud will not occur. In addition, in the case of transactions where our merchant is in the United States and is the merchant
of record, we are not generally responsible for credit card fraud. However, given that our business will be dependent on the
successful processing of credit cards and payment solutions, fraudulent processing could have an adverse effect on our merchant relationships
and could result in liability. Additionally, other countries have varying rules on who the responsible party would be in certain
variations of credit card or other payment fraud. While we are researching such international policies and rules, as necessary,
and are implementing safeguards to minimize risk, there can be no assurance that we will not incur liability relating to credit card or
other payment fraud.

 If we are unable to
effectively protect our intellectual property rights on a worldwide basis, we may not be successful in the planned international expansion
of our Platform.

 Access to worldwide markets
depends in part on the strength of our intellectual property portfolio. There can be no assurance that, as our business expands into new
areas, we will be able to independently develop the technology, software or know-how necessary to conduct our business or that we can
do so without infringing the intellectual property rights of others. To the extent that we have to rely on licensed technology from others,
there can be no assurance that we will be able to obtain licenses at all or on terms we consider reasonable. The lack of a necessary license
could expose us to claims for damages and/or injunction from third parties, as well as claims for indemnification by our customers in
instances where we have a contractual or other legal obligation to indemnify them against damages resulting from infringement claims.
Regarding our own intellectual property, we intend to actively enforce and protect our rights to the extent practicable. However, there
can be no assurance that our efforts will be adequate to prevent the misappropriation or improper use of our protected technology in international
markets.

 RISKS RELATED TO
OUR COMMON STOCK

 If we are unable successfully
to manage growth, our operations could be adversely affected.

 Our progress is expected
to require the full utilization of our management, financial and other resources, which to date has occurred with limited working capital.
Our ability to manage growth effectively will depend on our ability to improve and expand operations, including our financial and management
information systems, and to recruit, train and manage sales personnel. There can be no assurance that we will be able to manage
growth effectively. If we do not properly manage the growth of our business, we may experience significant strains on our management
and operations and disruptions in our business. Various risks arise when companies and industries grow quickly. If our business or industry
grows too quickly, our ability to meet customer demand in a timely and efficient manner could be challenged. We may also experience development
delays as we seek to meet increased demand for our products. Our failure to properly manage the growth that we or our industry
might experience could negatively impact our ability to execute on our operating plan and, accordingly, could have an adverse impact on
our business, our cash flow and results of operations, and our reputation with our current or potential customers.

 As a public company,
we are required to incur substantial expenses.

 We are subject to the
periodic reporting requirements of the Exchange Act, which requires, among other things, review, audit, and public reporting of our financial
results, business activities, and other matters. SEC regulations, including regulations enacted as a result of the Sarbanes-Oxley Act
of 2002, have also substantially increased the accounting, legal, and other costs related to compliance with SEC reporting obligations.
If we do not have current information about our Company available to market makers, they will not be able to trade our stock. The public
company costs of preparing and filing annual and quarterly reports, and other information with the SEC will cause our expenses to
be higher than they would be if we were privately held. These increased costs may be material and may include the hiring of
additional employees and/or the retention of additional advisors and professionals. Our failure to comply with the federal securities
laws could result in private or governmental legal action against us and/or our officers and directors, which could have a detrimental
effect on our business and finances, the value of our stock, and the ability of stockholders to resell their stock.

 We operate in a highly
competitive industry and compete against many large companies.

 Many companies worldwide
are dedicated to providing online payment solutions including mobile payments, electronic funds transfer networks, cross-border access
to networks, prepaid cards, bill pay networks and other online and offline payment methods. The market in which we operate
is characterized by numerous and larger competitors, including PayPal, credit card companies, and credit card processors that offer services
to online retailers, rapid technological changes, and intense competition. We expect more companies to enter the online payment
business, particularly the segment aimed at serving the "Under 18" demographic. Most if not all of these competitors
have longer operating histories, significantly greater financial, technical, marketing, customer service and other resources, and greater
name recognition than us. As a result, they may respond to new or emerging technologies and changes in customer requirements
faster and more effectively than we can. If any current online payment solution develops a COPPA compliant service, it would
be substantially more difficult for us to introduce and distribute our Platform to the market, and our business, financial condition and
results of operations would be materially and adversely affected.

 Our strategic alternatives
process may not result in a successful corporate transaction or liquidity event.

 Our Board of
 Directors is continually exploring our strategic alternatives. Any process of exploring strategic alternatives includes
 market risk and other uncertainties. There can be no assurance that an exploration of strategic alternatives will result
 in the successful consummation of a liquidity event, capital raise or other corporate transaction, on a basis that will provide any
 specific level of value to our common stockholders or other security holders, or at all. On September 22, 2022 the
 Company engaged an investment banking firm to explore a potential sale of the Company. The Company and this investment banking firm
 mutually agreed to terminate their agreement on February 22, 2024 and a merchant bank was simultaneously engaged in a consultative
 capacity to advise on capital funding and strategic initiatives. We remain committed to
 the exploration and assessment of our strategic alternatives.

 Trading in our common
stock has been limited, there is no significant trading market for our common stock, and purchasers of our common stock may be unable
to sell their shares.

 Our common stock is currently
eligible for quotation on the OTC QB, however trading to date has been limited. If activity in the market for shares of our common
stock does not increase, purchasers of our shares may find it difficult to sell their shares. We currently do not meet the
initial listing criteria for any registered securities exchange, including the Nasdaq Stock Market. The OTC Bulletin Board
is a less recognized market than the foregoing exchanges and is often characterized by low trading volume and significant price fluctuations. These
and other factors may further impair our stockholders' ability to sell their shares when they want to and/or
could depress our stock price. As a result, stockholders may find it difficult to dispose of, or obtain accurate quotations of the
price of our securities because smaller quantities of shares could be bought and sold, transactions could be delayed, and security analyst
and news coverage of our Company may be limited. These factors could result in lower prices and larger spreads in the bid and
ask prices for our shares of common stock.

 We may not be able
to qualify to have our common stock listed on a national stock exchange.

 The Company's common
stock currently trades on the Over-the-Counter Market ("OTC QB") in the United States. Listing requirements for
exchanges such as NASDAQ include financial and trading requirements that, as of December 31, 2023 the Company does not meet. The
listing process can be lengthy, discretionary, and ultimately must include meeting financial and trading requirements. There
can be no assurance that the Company will ever be listed on a national stock exchange. Currently, the Company does not qualify
for listing based on its stock price, among other things. Therefore, certain institutional investors may not be able to purchase the Company's
common stock as a result of their own ownership guidelines and liquidity in the Company's common stock would remain more limited. Further,
the Company's ability to raise money through subsequent offerings of its common stock will be more limited if the Company is not
able to list on a national exchange.

 Applicable SEC rules
governing the trading of "penny stocks" may limit the trading and liquidity of our common stock which may affect the trading
price of our common stock.

 Our common stock is a
"penny stock" as defined under Rule 3a51-1 of the Exchange Act and is accordingly subject to SEC rules and regulations that
impose limitations upon the manner in which our common stock can be publicly traded. Penny stocks generally are equity
securities with a per share price of less than $5.00 (other than securities registered on some national securities exchanges or quoted
on NASDAQ). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules,
to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the
penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation
of the broker-dealer and its salesperson in the transaction, and, if the broker-dealer is the sole market maker, the broker-dealer must
disclose this fact and the broker-dealer's presumed control over the market, and monthly account statements showing the market value
of each penny stock held in the customer's account. In addition, broker-dealers who sell these securities to persons
other than established customers and "accredited investors" must make a special written determination that the penny stock
is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. Consequently,
these requirements may have the effect of reducing the level of trading activity, if any, of our common stock and reducing the liquidity
of an investment in our common stock.

 We have outstanding
shares of preferred stock with rights and preferences superior to those of our common stock.

 The issued and outstanding
shares of Series A Cumulative Convertible Preferred Stock and Series B Cumulative Convertible Preferred Stock, and the authorized but
unissued shares of Series C Cumulative Convertible Preferred Stock, grant the holders of such preferred stock anti-dilution, voting, dividend
and liquidation rights (including liquidation multiples) that are superior to those held by the holders of our common stock. In
addition, upon the issuance or deemed issuance of additional shares of common stock in the future for a price below the applicable preferred
stock conversion price (currently $0.90 per share), the conversion price of the Series A and Series B Cumulative Convertible Preferred
Stock will be lowered based on a weighted average formula, and the conversion price of the Series C Cumulative Convertible Preferred Stock
will be lowered based on a full-ratchet formula for twelve months from the original authorization date and pursuant to a weighted average
formula thereafter, all of which will have the effect of immediately diluting the holders of our common stock.

 Sales of a substantial
number of shares of our common stock in the public market originally issued through the conversion of preferred stock, exercise of options
or warrants, or additional financing transactions could adversely affect the market price of our common stock and would have a dilutive
effect upon our shareholders.

 Historically, our common stock has been thinly
traded. This low trading volume may have had a significant effect on the market price of our common stock, which may not be indicative
of the market price in a more liquid market. As of April 1, 2024, options for the purchase of 13,710,000 shares of our common stock were
outstanding and 61,165,005 shares of common stock were issuable upon conversion of our outstanding Series A and B Cumulative Convertible
Preferred Stock and 10% Secured Convertible Notes Payable convertible into Series B and 4% Secured Convertible Notes Payable convertible
into Series C Cumulative Convertible Preferred Stock. Sales of a substantial number of shares of our common stock in the public
market originally issued through the conversion of convertible notes, preferred stock, exercise of options or warrants, or additional
financing transactions could adversely affect the market price of our common stock.

 We intend to raise
additional funds in the future through issuances of securities and such additional funding may be dilutive to shareholders or impose operational
restrictions.

 We intend to raise additional
capital in the future to help fund our operations through sales of shares of our common stock or securities convertible into shares of
our common stock, as well as issuances of debt. Such additional financing may be dilutive to our shareholders, and debt financing,
if available, may involve the pledge of security interests in our assets, and restrictive covenants, which may limit our operating flexibility. If
additional capital is raised through the issuances of shares of our common stock or securities convertible into shares of our common stock,
the percentage ownership of existing shareholders will be reduced. These shareholders may experience additional dilution in net book value
per share and any additional equity securities may have rights, preferences and privileges senior to those of the holders of our common
stock.

 Because we do not
expect to pay dividends in the foreseeable future, investors seeking cash dividends should not purchase shares of common stock.

 We have never declared or paid any cash
dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result,
we do not anticipate paying any cash dividends in the foreseeable future. Our payment of any future dividends will be at the discretion
of our board of directors after taking into account various factors, including but not limited to our financial condition, operating results,
cash needs, growth plans and the terms of any credit agreements that we may be a party to at the time. Accordingly, investors
must rely on sales of their shares, after price appreciation, which may never occur, as the only way to realize any return on their
investment. Investors seeking cash dividends should not purchase our shares.

 We are not subject
to certain corporate governance provisions of the Sarbanes-Oxley Act of 2002 and without voluntary compliance with such provisions, our
shareholders will not receive the benefits and protections they were enacted to provide.

 Since our common stock
is not listed for trading on a national securities exchange, we are not subject to certain of the corporate governance requirements established
by the national securities exchanges pursuant to the Sarbanes-Oxley Act of 2002. These include rules relating to independent directors,
and independent director nomination, audit and compensation committees. Unless we voluntarily elect to comply with those obligations,
investors in our shares will not have the protections offered by those corporate governance provisions.

 We will be required
to remain current in our filings with the SEC or our securities will not be eligible for continued quotation on the OTC QB.

 We are required to remain
current in our filings with the SEC in order for our shares of common stock to continue to be eligible for quotation on the OTC QB. In
the event that we become delinquent in our required filings with the SEC, quotation of shares of our common stock will be terminated following
a 30-day grace period if we do not make our required filing during that time. In such an event purchasers of our common stock
may find it difficult to sell their common stock.

 If we issue shares
of preferred stock with superior rights to the shares of common stock, it could result in a decrease in the value of our common stock
and delay or prevent a change in control of us.

 Our board of directors
is authorized to issue up to 2,000,000 shares of preferred stock with such rights, designation, and preferences as determined by our board
of directors. As of the date of this report, we have 332,753 shares of preferred stock outstanding (consisting of 98,350 shares
of Series A Cumulative Convertible Preferred Stock and 234,403 shares of Series B Cumulative Convertible Preferred Stock), authorized
the issuance of up to 300,000 shares of Series C Cumulative Convertible Preferred Stock, and 1,667,247 preferred shares remain unissued.
Our board of directors has the power to establish the dividend rates, liquidation preferences, voting rights, redemption and conversion
terms and privileges with respect to any series of preferred stock without shareholder approval. Depending upon our future financial needs,
our board may, in the exercise of its business discretion, determine to issue additional shares of preferred stock having rights superior
to those of our common stock which may result in a decrease in the value or market price of such shares. Holders of such preferred stock
may have the right to receive dividends, certain preferences in liquidation and conversion rights. The issuance of preferred stock could,
under certain circumstances, have the effect of delaying, deferring or preventing a change in control of us without further vote or action
by the stockholders and may adversely affect the voting and other rights of the holders of the shares of our common stock.

 Provisions of our
certificate of incorporation, bylaws and Delaware law may make a contested takeover of our Company more difficult.

 Certain provisions of
our certificate of incorporation, bylaws and the General Corporation Law of the State of Delaware ("DGCL") could deter a change
in our management or render more difficult an attempt to obtain control of us, even if such a proposal is favored by a majority of our
stockholders. For example, we are subject to the provisions of the DGCL that prohibit a public Delaware corporation from engaging in a
broad range of business combinations with a person who, together with affiliates and associates, owns 15% or more of the corporation's
outstanding voting shares (an "interested stockholder") for three years after the person became an interested stockholder, unless
the business combination is approved in a prescribed manner. Our certificate of incorporation also includes undesignated preferred
stock, which may enable our board of directors to discourage an attempt to obtain control of us by means of a tender offer, proxy contest,
merger or otherwise. Finally, our bylaws include an advance notice procedure for stockholders to nominate directors or submit proposals
at a stockholders' meeting. Delaware law and our charter may therefore inhibit a takeover.

 The influx of additional
shares of our common stock onto the market pursuant to SEC Rule 144 may create downward pressure on the trading price of our common
stock.

 A material percentage
of the currently outstanding shares of our common stock were issued as "restricted securities" within the
meaning of Rule 144 under the Securities Act of 1933, as amended. As restricted securities, these shares may be resold only pursuant
to an effective registration statement, under the requirements of Rule 144, or other applicable exemptions from registration under the
Act and applicable state securities laws. Generally, Rule 144 provides that a person who has held restricted securities for
a prescribed period may, under certain conditions, publicly resell such shares. Under Rule 144, a non-affiliate (i.e., a stockholder who
has not been an officer, director or control person for at least 90 consecutive days) may freely resell restricted securities issued by
a reporting company so long as such securities have been held by the owner for a period of at least one year, or under certain circumstances
six months. The availability of a large number of shares for sale to the public under Rule 144 and the sale of such shares
in public markets could have an adverse effect on the market price of our common stock.

 We may require shareholders
to authorize additional shares for us to properly finance our business.

 Upon the Company's
formation, and through a subsequent approval, our shareholders authorized and approved 230,000,000 shares of common stock. Currently,
only approximately 19 million of such shares remain available for issuance. To finance and continue to grow our business, we will require
additional capital and have historically relied upon the issuance of common stock, or securities convertible into common stock, for such
financing. Should our shareholders be unwilling to approve a sufficient increase in the number of our authorized shares of common
stock, we would be required to finance our business with debt or other instruments, which may be difficult or impossible to secure on
terms acceptable to us. If that were to occur, we may not be able to (a) pay our costs and expenses as they are incurred, (b) execute
our business plan, (c) take advantage of future opportunities, or (d) respond to competitive pressures or unanticipated requirements,
which may in the extreme case, require us to liquidate the Company.

 RISKS RELATED TO
OUR FINANCIAL STATEMENTS

 Management's
judgment could impact the amount of non-cash compensation expense.

 To estimate the fair
value of our stock option awards we currently use the Black-Scholes options pricing model. The determination of the fair value of equity-based
awards on the date of grant using an options pricing model is affected by our current stock price as well as assumptions regarding a number
of complex and subjective variables. Management is required to make certain judgments for these variables which include the expected stock
price volatility over the term of the awards, the expected term of options based on employee exercise behaviors, and the risk-free interest
rate. One of the factors used in determining such value is stock volatility. Because of the limited trading activity of our
common stock, prior to January 1, 2014, we used the stock volatility of four peer companies. To the extent that we used different
peer companies to measure volatility, a different stock volatility factor may have resulted which would have caused a different stock
valuation and a related increase or decrease in non-cash compensation expense. Beginning January 1, 2014, volatility in all instances
presented is the Company's estimate of volatility that is based on the historical volatility of the Company's stock price.
If actual results are not consistent with our assumptions and judgments used in estimating key assumptions, in future periods, the stock
option expense that we record for future grants may differ significantly from what we have recorded in the current period.

 ITEM 1B. UNRESOLVED
STAFF COMMENTS.

 None.

 ITEM 1C. CYBERSECURITY

 Risk Management and Strategy

 Our corporate information technology, communication
networks, enterprise applications, accounting and financial reporting platforms, and related systems, and those that we offer to our customers
are necessary for the operation of our business. We use these systems, among others, to manage our customer and vendor relationships,
for internal communications, for accounting to operate record-keeping functions, and for many other key aspects of our business. Our business
operations rely on the secure collection, storage, transmission, and other processing of proprietary, confidential, and sensitive data.

 We have implemented and maintain various
information security processes designed to identify, assess and manage material risks from cybersecurity threats to our critical
computer networks, third-party hosted services, communications systems, hardware and software, and our critical data, including
intellectual property, confidential information that is proprietary, strategic or competitive in nature, and tenant data
("Information Systems and Data"). We identify and assess risks from cybersecurity threats by monitoring and evaluating
our threat environment and our risk profile using various methods.

 Depending on the environment, we implement
and maintain various technical, physical, and organizational measures, processes, standards, and/or policies designed to manage and
mitigate material risks from cybersecurity threats to our Information Systems and Data, including risk assessments and incident
detection and response. We work with third parties from time to time that assist us to identify, assess, and manage cybersecurity
risks, including professional services firms and consulting firms.

 To operate our business, we utilize certain third-party
service providers to perform a variety of functions. We seek to engage reliable, reputable service providers that maintain cybersecurity
programs.

 We are not aware of any risks from cybersecurity
threats, including as a result of any cybersecurity incidents, which have materially affected or are reasonably likely to materially affect
our Company, including our business strategy, results of operations, or financial condition.

 Governance

 Our full Board oversees the Company's enterprise
risk management process, including the management of risks arising from cybersecurity threats. The Board receives prompt and timely information
regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates regarding any such incident
until it has been addressed.

 Management plays a crucial role in assessing and
managing material risks from cybersecurity threats. At the management level, the Company's cybersecurity risk management and strategy
is led by its Head of Product and Operations, who reports to the CEO. The qualifications of the Head of Product and Operations include
over 20 years of IT management, cybersecurity, and information governance experience. The Head of Product and Operations is regularly
informed about the latest developments in cybersecurity, including emerging threats and technologies to adapt security measures accordingly.
This ongoing knowledge acquisition is crucial for the effective prevention, detection, mitigation, and remediation of cybersecurity incidents.
Management's role includes:

 Risk Assessment: Management conducts annual
cybersecurity risk assessments to identify and evaluate potential threats and vulnerabilities. Management considers the likelihood and
potential impact of various cybersecurity risks, considering the Company's assets, systems, and operations, to prioritize mitigation
efforts.

 Compliance with Regulations: Management
implements and maintains compliance with relevant cybersecurity regulations and standards applicable to the Company.

 The Head of Product and Operations is promptly
informed of potential cybersecurity risks, threats, and vulnerabilities by any employees or consultants. Once an incident has been identified,
the Head of Product and Operations and the security consulting team assess the criticality and impact of the incident on the Company's
business operations. The Head of Product and Operations then formulates and oversees a response to contain, eradicate and resolve incidents
in accordance with the Company's incident response plan. Management is responsible for reporting incidents to the appropriate authorities
as necessary and engaging the senior leadership on all material incidents.

 ITEM 2. PROPERTIES.

 Our principal offices
are currently located at 325 Sentry Parkway, Blue Bell, PA 19422, and are leased on a month- to-month basis at $400 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 has been 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 "RPMT.OB". There was only sporadic and intermittent trading activity of our
common stock. The quoted prices on the OTC QB 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.

 Common Stockholders

 As of April 1, 2024 our
shares of Common Stock were held by 141 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 2023.

 Sales of unregistered

 During the fourth quarter
of 2023, the Company issued 1,666 shares of the Company's Series B Preferred Stock and received proceeds of $149,940 in a private
placement to accredited investors under Section 4(a)(2) of the Securities Act. See Note 10 of the financial statements contained herein
for a description of the terms of the Series B Preferred Stock.

 Transfer Agent

 Our Transfer Agent is Securities Transfer Corporation,
and their address and phone number are 2901 N. Dallas Parkway, Suite 380, Plano, Texas 75093, (469) 633-0101.

 ITEM 6. [RESERVED]

 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 in Item 1A – Risk Factors herein. The following should be read in conjunction with
our annual financial statements contained elsewhere in this report.

 Overview

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

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

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

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

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

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

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

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

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

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

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

 Requiring the consent of subjects for data processing

 Anonymizing collected data to protect privacy

 Providing data breach notifications

 Safely handling the transfer of data across borders

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

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

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

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

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

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

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

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

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

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

.

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

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

 REGO addresses hard industry problems such as:

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

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

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

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

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

 We are seeking partners that will leverage our
Platform to:

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

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

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

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

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

 Other markets for potential licensed applications
are:

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

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

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

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

 Results of Operations

 Comparison of the
Years Ended December 31, 2023 and 2022

 The following discussion
analyzes our results of operations for the years ended December 31, 2023 and 2022. The following information should be considered together
with our financial statements for such periods and the accompanying notes thereto.

 Revenue/Net Loss

 Revenue

 We have not generated
significant revenue since our inception. For the years ended December 31, 2023 and 2022, we generated revenues of $0 and $2,073.
Our revenue is generated from transactional sources with customers.

 Net Loss

 Our net loss attributable
to common stockholders increased $1.3 million to $18.9 million for the year ended December 31, 2023 when compared to $17.6 million for
the year ended December 31, 2022. This was a result of an increase in product development costs ($0.8 million), an increase in sales and
marketing costs ($0.1 million), and an increase in accrued preferred dividends stemming from a prior period adjustment ($1.0 million).These
increases were offset by forgiveness of debt attributable to the dissolution of a subsidiary ($0.1 million) and a decrease in general
and administrative expenses ($0.5 million) in 2023.

 Transaction Expense

 Transaction
expense for the year ended December 31, 2023 was $0.2 million compared to $0.3 million for year ended December 31, 2022. These are transactional
charges primarily for the operation of the Mazoola app, and the Chore Check app.

 Sales and Marketing Expenses

 Sales and marketing expenses increased by $0.1
million in 2023 to $1.8 million compared to $1.7 million in 2022. In 2023 we invested in product awareness initiatives for our B2B channel
and hired additional consultants to develop and execute the marketing plan.

 Product Development

 Product development expenses increased by $0.8
million in 2023 to $2.9 million compared to $2.1 million in 2022. The increase was due to additional
payroll and programming costs associated with the ramp-up of the Platform integration.

 General and Administrative
Expenses

 The total 2023 general
and administrative expenses decreased by $0.6 million in 2023 to $10.8 million compared to $11.4 million in 2022. There was a reduction
in 2023 to the following expenses: incentive compensation ($1.6 million); consulting fees-options ($0.6 million); and legal fees ($0.4
million). These reductions were offset by increases to the following expenses in 2023: gross payroll ($0.8 million); professional fees
($0.6 million); payroll-options ($0.4 million); and consultant fees ($0.2 million).

 Interest Expense

 Interest expense remained
unchanged at $1.0 million for 2023 and 2022.

 Forgiveness of Debt

 The Company incurred
$0.1 million in forgiveness of debt during 2023 related to the dissolution of a subsidiary. In 2022, $0.1 million of vendor debt was forgiven.

 Liquidity and Capital
Resources

 Net cash used in operating
activities increased $0.9 million to $7.2 million for the year ended 2023 compared to $6.3 million for the year ended December 31, 2022. The
increase resulted primarily from the increase in the fair value of common stock issued in exchange for services, offset by a decrease
in the common stock to be issued liability in 2023. These changes were associated with common stock awarded to officers and directors
for the successful completion of strategic initiatives.

 Net cash used in investing
activities was $0.01 million and $0.01 million for the years ended December 31, 2023 and 2022. The Company maintained the current patents
in 2023.

 Net cash provided by
financing activities decreased by $4.2 million to $7.5 million for the year ended December 31, 2023 compared to $11.7 million for the
year ended December 31, 2022. The decrease is primarily attributed to $4.8 million less in proceeds received from the sale
of Series B Preferred Stock in 2023 offset by an increase in 2023 of proceeds received from the exercise of options.

 Subsequent to December
31, 2023, the Company did not raise any proceeds through the issuance of the Company's Series B Preferred stock.

 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.

 On March 13, 2023, Company
entered into an Investor Private Line of Credit agreement (the "LOC Agreement") with James Davison (the "Lender").
The Lender is an existing shareholder of the Company. Pursuant to the LOC Agreement, the Lender may extend unsecured loans to the Company
in the amount of up to twenty million dollars ($20,000,000) which may be drawn upon by the Company for a period of one year in order to
provide additional capital to facilitate the Company's operations. Drawings may be made by the Company as long as there has not
been any material change in the operations of the Company. Loans under the LOC Agreement bear interest at the rate of 7% per annum. Drawings
under the LOC Agreement must be repaid in full: (i) upon the execution and completion of a sale, merger or other transaction of the Company
whereby the Company transfers its ownership and/or its assets to a third party within thirty (30) days of the completion of the transaction
(a "Change of Control") or (ii) if a Change of Control does not occur within one year from the date hereof, the Company will
repay any amounts outstanding within sixty (60) days. This LOC Agreement was extended for one year on March 13, 2024. There have been
no draws on this LOC Agreement as of December 31, 2023.

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

 Even if we are successful
in generating sufficient revenue or in raising sufficient capital in order to commercialize the Platform, our ability to continue in business
as a viable going concern can only be achieved when our revenues reach a level that sustains our business operations. We do not project
that significant revenue will be developed until at the earliest the second quarter of 2024. There can be no assurance that we will raise
sufficient proceeds, or any proceeds, for us to implement fully our proposed business plan. Moreover, there can be no assurance
that even if the Platform is fully developed and successfully commercialized, that we will generate revenues sufficient to fund our operations. In
either such situation, we may not be able to continue our operations and our business might fail.

 As of April 1, 2024,
the Company has a cash position of approximately $4.3 million. Based upon the current cash position and the Company's planned
expense run rate, management believes the Company will be able to finance its operations through December 2024.

 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 elements 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, 2023,
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.

 Stock-based Compensation

 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"),
which provides supplemental FASB ASC 718 application guidance based on the views of the SEC. Under FASB ASC 718, compensation
cost recognized includes compensation cost for all share-based payments granted, based on the grant date fair value estimated in accordance
with the provisions of FASB ASC 718.

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

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

 Revenue Recognition

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

 Recently Issued Accounting
Pronouncements

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

 ITEM 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, 2023, 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, 2023 using criteria established in Internal Control
— Integrated Framework (2013) 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, 2023.

 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, 2023 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.

 ITEM 9B. OTHER
INFORMATION.

 None.

 ITEM 9C. DISCLOSURE
REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

 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

 Chairman of the Board

 Director, Chief Executive Officer

 Chief Financial Officer

 Our directors serve annual
terms. 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:

 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.
As a result of these and other professional experiences, Mr. Hannahs possesses particular knowledge and experience in investing, finance
and accounting, SEC reporting, sales and marketing that strengthen the board's collective qualifications, skills, and experience.

 Peter S. Pelullo, has been an entrepreneur for
the past 20 years and has been Chief Executive Officer since August 2020. While his career has focused on the media and telecommunications
industries, Mr. Pelullo has had extensive experience in both the construction and food and beverage industries. Mr. Pelullo founded Clariti
Telecommunications International, LTD, a NASDAQ Small Cap listed company that developed proprietary digital wireless technology. Mr. Pelullo
identified and organized through European banks, asset managers, and portfolio managers approximately $90 million in equity for such company's
technology and business development. Mr. Pelullo has extensive experience in corporate finance, operating a public company, strategic
planning, cash flow management and international business development. Mr. Pelullo was also the founder of Alpha International Recording
Studios which he merged with the world-renowned Sigma Sound Studio which created the "Sound of Philadelphia". He also created
Philly World Records (an independent record label), which he sold to MCA Records. Mr. Pelullo also has years of experience in the Real
Estate sector as well as restructuring and work out services for companies that need to return to solvency and stable operations.

 Mr. Toczydlowski was
appointed the Chief Financial Officer in August 2022. Mr. Toczydlowski has held various financial positions at Sculptz, Inc. since 1998,
most recently as Chief Financial Officer since April 2011. His other areas of expertise include taxation, business analytics and marketing.
In early 2022, Mr. Toczydlowski provided CFO consulting services to a tech startup with publicly traded shares. He previously served as
a Senior Tax Accountant at United Refrigeration, Inc. and Arthur Andersen & Co. Mr. Toczydlowski is a Certified Public Accountant
and has a B.S. in Accounting from LaSalle University.

 Committees of the
Board of Directors

 At this time, due to
the small size of the Company's Board of Directors, the Company does not have any committees of the Board of Directors and the Board
of Directors does not have an "audit committee financial expert," as defined by the SEC rules.

 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 govern 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.regopayments.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.regopayments.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 investigate instances of such conflicts.

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

 Insider Trading Policy

 The Company has not adopted
a formal Insider Trading Policy. However, the Board and management are cognizant of the need to promote compliance with applicable securities
laws, known as "insider trading" laws, which prohibit persons who receive or become aware of material non-public information
about the Company (or other companies that do business with the Company) from trading in the Company's (or such other company's)
securities or providing material non-public information to others who may trade in the Company's (or such other company's)
securities on the basis of that information.

 Delinquent Section 16(a) Reports

 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, 2023
 with the following exceptions regarding the timely filing of Form 4: Mr. Hannahs received 1,850,000 shares pursuant to stock awards
 and settlement of 2,000,000 shares pursuant to prior stock awards that were not timely filed on Form 4; Mr. Pelullo received
 2,450,000 shares pursuant to stock awards and a settlement of 2,500,000 shares pursuant to prior stock awards that were not timely
 filed on Form 4; Mr. Toczydlowski received 200,000 shares pursuant to stock awards and a settlement of 75,000 shares pursuant to
 prior stock awards that were not timely filed on Form 4.

 ITEM 11. EXECUTIVE COMPENSATION.

 Summary Compensation
Table

 The following table sets
forth the compensation earned by the Company's executive officers during the years ended December 31, 2023 and 2022:

 Stock

 Option

 All Other

 Salary

 Bonus

 Awards (1)

 Awards (1)

 Compensation

 Total

 Name and Principal Position

 Year

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 Peter S. Pelullo, Chief Executive Officer

 2023

 338,657

 253,846

 2,705,500

 -

 -

 3,298,003

 2022

 400,185

 3,021,000
 (3)

 -

 -

 3,671,185

 Joseph R. Toczydlowski, Chief Financial Officer (2)

 2023

 179,423

 -

 95,250

 -

 274,673

 2022

 62,192

 25,000

 203,850

 228,266

 -

 519,308

 (1)
 The value of the stock awards is 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 described in Note 13 to the financial statements included in this Form 10-K.

 (2)
 On August 15, 2022, Mr. Toczydlowski joined the Company as Chief Financial Officer.

 (3)
 Stock was issued to International Corporate Management, Inc., a company owned by Peter S. Pelullo.

 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, 2023:

 Option awards

 Stock awards

 Equity

 incentive

 Equity

 plan awards:

 Equity

 incentive

 Market or

 incentive

 plan awards:

 payout

 plan awards:

 Market

 value of

 value of

 unearned

 unearned

 shares or

 shares or

 shares, units

 shares, units

 underlying

 underlying

 underlying

 units of

 units of

 or other

 or other

 unexercised

 unexercised

 unexercised

 Option

 stock that

 stock that

 rights that

 rights that

 options

 options

 unearned

 Exercise

 Option

 have not

 have not

 have not

 have not

 (#)

 (#)

 options

 Price

 Expiration

 vested

 vested

 vested

 vested

 Name

 exercisable

 unexercisable

 (#)

 ($)

 Date

 (#)

 ($)

 (#)

 ($)

 (a)

 500,000

 -

 -

 0.25

 8/13/2025

 -

 -

 -

 -

 500,000

 (b)

 (c)

 -

 -

 1.21

 8/16/2027

 -

 -

 -

 -

 (b)

 (c)

 (a) Options were issued to International Corporate
Management, Inc., a company owned by Peter S. Pelullo

 (b) Option Exercise Price not currently determinable

 (c) Grant expires five years following a change of control transaction

 No named executive officers exercised stock
options or warrants during 2023.

 Narrative Disclosure to Compensation Tables

 Employment Agreements

 On August 11, 2020 the Company appointed Peter
S. Pelullo as Chief Executive Officer. In connection with his appointment, the Company also entered into an Employment Agreement
with him, pursuant to which he will be employed on an at will basis with an annual salary of $200,000 during the first year of his employment
and will be reviewed for increases thereafter. He is also eligible to receive an annual bonus.

 The Employment Agreement also provided for the
grant of a non-statutory stock option to acquire 500,000 shares of the common stock of the Company at an exercise price of $0.25 per share
(or if greater, the fair market value of such stock on the grant date), vesting immediately. In addition, upon the sale or change in control
of more than 50% of the Company, Mr. Pelullo will be granted a non-statutory stock option to acquire 500,000 shares of the common stock
of the Company at the exercise price of the closing price per share on the date of sale or change of control (or if greater, the fair
market value of such stock on the grant date), vesting immediately upon issuance.

 The Employment Agreement also provided that Mr.
Pelullo receive a grant of 250,000 shares of the common stock of the Company, vesting immediately. In addition, upon the sale of the Company
or change in control of more than 50% of the Company, Mr. Pelullo will be granted 250,000 shares of the common stock of the Company, vesting
immediately.

 On August 16, 2022, the Company appointed Joseph
R. Toczydlowski as Chief Financial Officer. Pursuant to an employment agreement effective August 16, 2022, Mr. Toczydlowski will receive
an annual salary of $165,000 for the first year of employment, which was increased to $190,000 in the second year of employment. Mr. Toczydlowski
is eligible for an annual bonus at the discretion of the Board of Directors of the Company. The employment agreement has an initial term
of two years and renews for successive one-year periods unless either party gives notice of intent to not renew the agreement at least
60 days prior to the renewal date. Notwithstanding the term, Mr. Toczydlowski's employment is "at will" and is terminable
at any time by either party, without further economic obligation beyond the termination date except as required by law. Mr. Toczydlowski
also received an option to purchase 250,000 shares of the Company's common stock upon commencement of his employment under the agreement
with an exercise price of $1.21 per share and a five-year term.

 2023 Performance Stock Awards

 On March 8, 2023, the Company secured its first
commercial distribution agreement with a financial institution software provider This milestone accomplishment resulted in incentive awards
of 600,000 shares of common stock due to certain executives and members of the board of directors as follows:

 Recipient

 # of Shares

 Value

 150,000

 $
 195,000

 Peter Pelullo

 400,000

 $
 520,000

 Joseph Toczydlowski

 50,000

 $
 65,000

 Total

 600,000

 $
 780,000

 On March 13, 2023, the Company secured a $20 million Business Line
of Credit from a private investor. This accomplishment resulted in incentive awards of 1,250,000 shares of common stock due to certain
executives and members of the board of directors as follows:

 Recipient

 # of Shares

 Value

 750,000

 $
 1,012,500

 Peter Pelullo

 500,000

 $
 675,000

 Total

 1,250,000

 $
 1,687,500

 On April 19, 2023, the Company executed an agreement
with a banking FinTech provider. This accomplishment resulted in incentive awards of 575,000 shares of common stock due to certain executives
and members of the board of directors as follows:

 Recipient

 # of Shares

 Value

 100,000

 $
 121,000

 Peter Pelullo

 450,000

 $
 544,500

 Joseph Toczydlowski

 25,000

 $
 30,250

 Total

 575,000

 $
 695,750

 On May 22, 2023, pursuant to raising an additional
$3.250 million in funding, Mr. Pelullo received a grant of 250,000 shares of the Company's common stock valued at $297,500.

 On May 30, 2023, pursuant to the successful completion
of platform enhancements that will enable fractional stock transaction capability, Mr. Pelullo received a grant of 250,000 shares of the
Company's common stock valued at $292,500.

 On June 26, 2023, the Company completed the raising
of an additional $5 million via investment in Series B Preferred Stock. This accomplishment resulted in incentive awards of 200,000 shares
of common stock due to certain executives and members of the board of directors as follows:

 Recipient

 # of Shares

 Value

 100,000

 $
 128,000

 Peter Pelullo

 100,000

 $
 128,000

 Total

 200,000

 $
 256,000

 On July 14, 2023, pursuant to raising additional
funding via investment in Series B Preferred Stock, Mr. Pelullo received a grant of 200,000 shares of the Company's common stock
valued at $248,000.

 Mr. Pelullo will receive 250,000 shares of the
Company's common stock upon the sale of the Company or a more than 50% change in control, as well as an option to purchase 500,000
shares of the Company's common stock at an exercise price of the closing price per share on the date of sale or change in control
that will vest immediately.

 Upon the sale of the Company, Mr. Toczydlowski
will receive an option to purchase 250,000 shares of the Company's common stock at an exercise price of the closing price per share
on the date of sale or a change in control that will vest immediately.

 Directors Compensation
Table

 The following table shows
all compensation paid or granted, during or with respect to the 2023 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 2023. The $155K paid to Mr. Hannahs
in 2023 is comprised of various bonuses that were awarded pursuant to successful corporate accomplishments that occurred in 2023.

 Nonqualified

 Non-equity incentive

 deferred

 Fees Earned or

 Stock

 Option

 plan

 compensation

 All Other

 paid in cash

 awards

 awards

 compensation

 earnings

 Compensation

 Total

 Name

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 ($)

 -

 1,456,500

 -

 155,000

 -

 -

 1,611,500

 Mr. Hannahs outstanding awards consist
 of options to purchase 500,000 shares exercisable at $0.25 per share.

 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 and pursuant to
non-plan grants. We did not pay an annual fee to any of our directors during 2023 as a result of our cost conservation efforts,
although Mr. Hannahs did receive an incentive-based payment as described above. Each member of our board of directors receives reimbursement
for expenses incurred in connection with his or her services as a member of our board or board committees.

 Mr. Hannahs also received
performance stock awards during 2023 described in "Narrative Disclosure to Compensation Tables – 2023 Performance Stock Awards"
above.

 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 April 1, 2024, are reflected in the charts 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 or other information provided to the Company.

 Title of

 Name and address of beneficial

 Amount and nature of beneficial

 Percent of

 class

 owner

 ownership

 class

 Common

 John Paul DeJoria

 31,751,517
 (b)

 21.1
 %

 Series A Cumulative Convertible Preferred

 109 West 7th Street, Suite 200

 10,000

 10.2
 %

 Series B Cumulative Convertible Preferred

 Georgetown, TX 78626

 125,557

 53.6
 %

 Common

 21,843,983
 (c)

 16.0
 %

 325 Sentry Parkway, Suite 200

 Blue Bell, PA 19422

 Common

 Gerald Hannahs, Jr.

 8,457,333
 (d)

 6.1
 %

 Series A Cumulative Convertible Preferred

 17710 Leatha Lane

 30,000

 30.5
 %

 Little Rock, AR 72223

 (a) This table has been
prepared based on 135,848,105 shares of our common stock, 98,350 shares of Series A Cumulative Convertible Preferred Stock and 234,403
shares of Series B Cumulative Convertible Preferred Stock outstanding on April 1, 2024.

 (b) Information herein
is derived from a Schedule 13D (the "Schedule 13D") filed by: (1) John Paul DeJoria, in his individual capacity ("Mr.
DeJoria"), (2) John Paul DeJoria Family Trust (the "Family Trust"), of which Mr. DeJoria is the settlor and the sole
trustee, (3) JP's Nevada Trust (the "Nevada Trust"), of which Mr. DeJoria is the settlor and the investment trustee,
(4) JPD Family Office Services, LLC ("Trust Services"), which is the distribution trustee of the Nevada Trust, and (5) JDP
2019 Gift Trust (the "Gift Trust"), of which Mr. DeJoria is the settlor and the sole trustee (the foregoing being collectively
referred to as the "Reporting Persons") on May 26, 2023. Mr. DeJoria has sole voting power over all of the indicated shares,
and sole dispositive power over 24,608,660 shares and shared dispositive power over 7,142,857 shares. Mr. DeJoria beneficially owns an
aggregate of 31,751,517 shares of Common Stock, of which 17,148,412 are outstanding shares of Common Stock and 14,603,105 are shares of
Common Stock that are issuable upon the conversion or exercise of other securities of the Company that are beneficially owned by Mr. DeJoria.
The Schedule 13D contains additional information with respect to the ownership breakdown among the Reporting Persons. The business address
of the Nevada Trust and Trust Services is 1701 Green Valley Parkway, Building 4, Suite A, Henderson NV 89074. The business address of
Mr. DeJoria and the other affiliated entities is 109 West 7th Street, Suite 200, Georgetown, TX 78626.

 (c) Consists of 4,792,858
shares of common stock, 16,551,125 shares of common stock held by International Corporate Management, Inc. an affiliate of Mr. Pelullo,
and 500,000 shares underlying options exercisable at $0.25 per share. The options are held by International Corporate Management, Inc.

 (d) Consists of 4,624,000
shares of common stock, 500,000 shares of underlying options exercisable at $0.25 per share, and 30,000 shares of Series A convertible
preferred stock, convertible into 3,333,333 shares of common stock held by Hannahs Value Investors, LLC an affiliate of Mr. Hannahs.

 The following table shows
beneficial ownership of the Company common stock as of April 1, 2024, 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)

 21,843,983
 (b)

 16.0
 %

 8,457,333
 (c)

 6.1
 %

 525,000
 (d)

 *

 All current directors and executive officers as a group (3 persons)

 30,826,316

 22.0
 %

 (a) This table
has been prepared based on 135,848,105 shares of our common stock outstanding on April 1, 2024. The address for each person listed above
is c/o REGO Payment Architectures, Inc., 325 Sentry Parkway, Suite 200, Blue Bell, PA 19422.

 (b) Consists of 4,792,858
shares of common stock, 16,551,125 shares of common stock held by International Corporate Management, Inc. an affiliate of Mr. Pelullo,
and 500,000 shares underlying options exercisable at $0.25 per share. The options are held by International Corporate Management, Inc.

 (c) Consists of
4,624,000 shares of common stock, 500,000 shares of underlying options exercisable at $0.25 per share, and 30,000 shares of Series A convertible
preferred stock, convertible into 3,333,333 shares of common stock held by Hannahs Value Investors, LLC an affiliate of Mr. Hannahs.

 (d) Consists of 275,000 shares of common stock
and 250,000 shares underlying options exercisable at $1.21 per share.

 * Less than 1%

 Transfer Agent

 Our Transfer Agent is Securities Transfer
Corporation, and their address and phone number are 2901 N. Dallas Parkway, Suite 380, Plano, Texas 75093, (469) 633-0101.

 Securities Authorized for Issuance Under Equity Compensation Plans

 The following table provides certain information with respect to all
of our equity compensation plans in effect as of December 31, 2023:

 EQUITY COMPENSATION PLAN INFORMATION

 remaining available

 securities to be

 for issuance under

 issued upon

 Weighted average

 equity

 exercise of

 exercise price of

 compensation plans

 outstanding

 outstanding

 (excluding

 options, warrants

 options, warrants

 securities reflected

 and rights

 and rights

 in column (a))

 Plan Category

 (col.a)

 (col. b)

 (col c)

 Equity compensation plans approved by

 security holders: (a)

 1,437,500

 $
 0.32

 -

 Equity compensation plans not approved

 by security holders: (b)

 12,882,500

 0.96

 -

 Total

 14,320,000

 $
 0.87

 -

 (a)

 Equity compensation plans approved by security holders consist of the 2008 Equity Compensation Plan and the 2013 Equity Compensation Plan.

 (b)

 Options approved by the board but not governed by an Equity Compensation Plan.

 2008 Equity Incentive Plan

 We adopted our 2008 Equity Incentive Plan as of
March 3, 2008 (the "2008 Plan"). Awards could be made under the 2008 Plan for up to 25,000,000 shares of our common stock
in the form of stock options or deferred stock awards. Awards could be given to our employees, officers or directors as well
as our consultants or advisors. The 2008 Plan is administered by our board of directors which has full and final authority
to interpret the 2008 Plan, select the persons to whom awards may be granted, and determine the amount, vesting and all other terms of
any awards.

 All stock options granted under the 2008 Plan
are exercisable for a period of up to ten years from the date of grant, are subject to vesting as determined by the board upon grant,
and have an exercise price equal to not less than the fair market value of our common stock on the date of grant (except for incentive
stock options granted to 10% stockholders, which are required to have an exercise price of not less than 110% of the fair market value
of the common stock on the date the option is granted). Unless otherwise determined by the board, awards may not be transferred
except by will or the laws of descent and distribution. The board has discretion to determine the effect on any award granted
under the 2008 Plan of the death, disability, retirement, resignation, termination or other change in employment or other status
of any participant in the 2008 Plan.

 Upon the occurrence of a "Change in Control",
as defined in the 2008 Plan, the board may take any number of actions. These actions include providing for all options outstanding
under the 2008 Plan to be assumed by the acquiring corporation or to become immediately vested and exercisable in full. The original expiration
date of March 3, 2018 was extended for one year. The 2008 Plan expired on March 3, 2019.

 2013 Equity Incentive Plan

 During 2013, the board and our stockholders adopted
the 2013 Equity Incentive Plan ("2013 Plan"). Under the 2013 Plan, we were authorized to grant awards of stock
options, restricted stock, restricted stock units and other stock-based awards of up to an aggregate of 5,000,000 shares of common stock
to any officer, employee, director or consultant. The 2013 Plan is intended to permit stock options granted to employees under
the 2013 Plan to qualify as incentive stock options. All options granted under the 2013 Plan, which are not intended to qualify
as incentive stock options, are deemed to be non-statutory stock options. The 2013 Plan expired on November 18, 2023.

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

 Related Party Transactions

 The Company entered into an employment agreement
with Peter S. Pelullo, its Chief Executive Officer, who is a more than 5% beneficial owner. As of December 31, 2023, and December 31,
2022, the Company owed the Chief Executive Officer, who is also a more than 5% beneficial owner, a total of $1,328 and $1,703 consisting
of $1,328 and $1,703 in unpaid salary.

 As of December 31, 2023, and December 31, 2022,
the Company owed the Chief Financial Officer $731 and $907 in unpaid salary.

 The Company has entered
into a consulting agreement with the son of Mr. Pelullo, at a cost of $10,000 per month, plus expenses. As of December 31, 2023
and 2022, the Company owed the consultant $0 and $0. For each of the years ended December 31, 2023 and 2022, the Company expensed $120,000
to this consultant.

 The amounts owed have
been included in accounts payable and accrued expenses – related parties.

 Director Independence

 Our Board of Directors consists of two people.
The Board has determined that Gerald Hannahs is an "independent director" within the meaning of the Nasdaq Listing Rules.
Peter Pelullo, who is a member of the Board of Directors and also our Chief Executive Officer is not independent within the meaning of
the NASDAQ Listing Rules. Our common stock is not listed on Nasdaq, however, we have chosen Nasdaq's independence rules solely for
purposes of this disclosure in accordance with the applicable rules of the Securities and Exchange Commission.

 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, 2023 and 2022 and the review of the financial statements included in each of our quarterly reports during the fiscal years
ended December 31, 2023 and 2022 were $82,498 and $78,552, respectively.

 Audit-Related Fees

 Fees billed for the years ended December 31, 2023
and 2022 for assurance and related services rendered by Morison Cogen LLP that are reasonably related to the performance of the audit
or review of the Company's financial statements and are not reported under the category Audit Fees described above were $0.

 Tax Fees

 During the fiscal years
ended December 31, 2023 and 2022, 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, 2023 and 2022, there were no additional fees billed for products and services provided by Morison Cogen LLP other than
those set forth above.

 All services provided
by Morison Cogen LLP are pre-approved by our Board of Directors.

 ITEM 15. EXHIBITS AND
FINANCIAL STATEMENT SCHEDULES.

 (a)

 Audited financial statements set forth herein.

 (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 Incorporation (incorporated by reference to Exhibit 3.8 to the Company's Annual Report on Form 10-K filed with the Commission on March 31, 2017.

 3.9

 Amendment
 to Certificate of Designation of Preferences, Rights and Limitations of Series C 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 August 24, 2021).

 3.10

 Amendment
 to Certificate of Designation 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 17, 2022).

 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 10.2 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*

 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).

 10.2*

 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).

 10.3

 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)

 10.4

 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)

 10.5

 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)

 10.6

 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)

 10.7

 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)

 10.8

 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)

 10.9

 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)

 10.10

 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)

 10.11

 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)

 10.12

 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)

 10.13

 ICM Consulting Agreement (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed with the Commission on May 13, 2016)

 10.14

 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)

 10.15

 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)

 10.16

 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)

 10.17

 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)

 10.18

 License Agreement between the Company and Crowd Cart, Inc. (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed with the Commission on May 15, 2018).

 10.19

 Form of Simple Agreement For Future Equity (incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q filed with the Commission on May 15, 2018).

 10.20

 Convertible Debenture dated as of December 15, 2019 issued by REGO Payment Architectures, Inc. in favor of Nehemiah Partners I, LP (incorporated by reference to the Company's Current Report on Form 8-K filed with the Commission on January 3, 2020).

 10.21

 Purchase of Business Agreement dated as of January 1, 2021 between Chore Check, LLC and the Registrant (incoprorated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Commission on January 7, 2021).

 10.22

 Nonqualified Stock Option Agreement dated January 1, 2021 between Registrant and Chore Check, LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on January 7, 2021).

 10.23*

 Employment Agreement between the Registrant and Peter S. Pelullo (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 10-Q filed with the Commission on August 14, 2020).

 10.24*

 Agreement dated August 11, 2020 between the Registrant and David Knight (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on August 12, 2020).

 10.25*

 Settlement
 Agreement dated June 1, 2021 between Registrant and Nehemiah Partners I, L.P. (incorporated by reference to Exhibit 10.1 to the Company's
 Quarterly Report on Form 10-Q filed with the Commission on August 16, 2021.

 10.26*

 Employment
 Agreement between the Registrant and Scott A. McPherson (incorporated by reference to Exhibit 10.26 to
 the Company's Annual Report on Form 10-K filed with the Commission on March 31, 2022).

 10.27*

 Employment Agreement dated August 16, 2022 between the Company and Joseph Toczydlowski (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the Commission on November 14, 2022).

 10.28

 Investor Private Line of Credit dated March 13, 2023 between Rego Payment Architectures, Inc. and James Davison (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on March 16, 2023).

 10.29

 Amendment to Investor Private Line of Credit dated March 13, 2024 between Rego Payment Architectures, Inc. and James Davison (incorporated by reference to Exhibit 10.1 to the Company's current report on Form 8-K filed with the Commission on March 19, 2024).

 21.1**

 Subsidiaries of the Registrant.

 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.SCH** Taxonomy Extension Schema Document

contained in Exhibit 101)

 * Management contract or compensatory plan
or arrangement

 **filed herewith

 ITEM 16. FORM 10-K
SUMMARY.

 Not provided.

 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 1st day of April, 2024.

 By:

 /s/ Peter S. Pelullo

 Peter S. Pelullo, Chief Executive

Officer and Principal Executive Officer

 /s/ Joseph R. Toczydlowski

 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/ Peter S. Pelullo

 Director, Chief Executive Officer and Principal Executive Officer

 April 1, 2024

 /s/Joseph R. Toczydlowski

 Chief Financial Officer and Principal Accounting Officer

 April 1, 2024

 /s/ Gerald Hannahs

 Chairman of the Board, Director

 April 1, 2024

 REGO Payment Architectures,
Inc.

 PAGE

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID# 536)

 CONSOLIDATED BALANCE SHEETS

 CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

 CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 F-8 to F-23

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Board of Directors and

Stockholders of Rego Payment Architectures, Inc.

 Opinion on the Financial Statements

 We have audited the accompanying consolidated
balance sheets of Rego Payment Architectures, Inc. (the Company) as of December 31, 2023 and 2022, and the related consolidated statements
of comprehensive loss, changes in stockholders' deficit, and cash flows for each of the two years in the period ended December 31,
2023, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial
statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results
of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles
generally accepted in the United States of America.

 Going Concern

 The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements,
the Company's losses from development activities raise substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

 Basis for Opinion

 These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide
a reasonable basis for our opinion.

 F- 2

 To the Board of Directors and

Stockholders of Rego Payment Architectures, Inc.

 (Continued)

 Critical Audit Matters

 Critical audit matters are matters arising from
the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee
and that (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially
challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

 /s/ Morison Cogen LLP

 We have served as the Company's auditor
since 2008.

 Blue Bell, Pennsylvania

 April 1, 2024

 F- 3

 Consolidated Balance Sheets

 December 31, 2023

 December 31, 2022

 ASSETS

 CURRENT ASSETS

 Cash and cash equivalents

 $
 6,256,634

 $
 6,005,667

 Prepaid expenses

 18,322

 17,758

 Deposits

 TOTAL CURRENT ASSETS

 6,275,297

 6,023,766

 OTHER ASSETS

 Patents and trademarks, net of accumulated amortization of $ 330,179 and $ 291,255

 325,150

 352,859

 325,150

 352,859

 TOTAL ASSETS

 $
 6,600,447

 $
 6,376,625

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 CURRENT LIABILITIES

 Accounts payable and accrued expenses

 $
 7,785,443

 $
 6,861,314

 Accounts payable and accrued expenses - related parties

 2,059

 2,610

 Loans payable

 42,600

 42,600

 10% secured convertible notes payable - stockholders

 3,316,357

 3,316,357

 Notes payable - stockholders

 595,000

 595,000

 4% secured convertible notes payable - stockholders

 14,981,250

 14,981,250

 Preferred stock dividend liability

 11,267,790

 9,214,850

 Common stock to be issued

 -

 5,350,000

 TOTAL CURRENT LIABILITIES

 37,990,499

 40,363,981

 CONTINGENCIES

 STOCKHOLDERS' DEFICIT

 Preferred stock, $.0001 par value; 2,000,000 preferred shares authorized; 195,500 preferred shares Series A authorized; 98,350 shares issued and outstanding at December 31, 2023 and 100,350 issued and outstanding at December 31, 2022

 Preferred stock, $.0001 par value; 2,000,000 preferred shares authorized; 347,222 preferred shares Series B authorized; 234,403 shares issued and outstanding at December 31, 2023 and 162,485 issued and outstanding at December 31, 2022

 Preferred stock, $.0001 par value; 2,000,000 preferred shares authorized; 300,000 preferred shares Series C authorized; 0 shares issued and outstanding at December 31, 2023 and December 31, 2022

 -

 -

 Common stock, $.0001 par value; 230,000,000 shares authorized; 135,848,105 shares issued and outstanding at December 31, 2023 and 124,160,885 shares issued and outstanding at December 31, 2022

 13,585

 12,416

 Additional paid in capital

 104,707,296

 83,255,319

 Accumulated deficit

 ( 136,110,967
)

 ( 117,157,414
)

 Noncontrolling interests

 -

 ( 97,704
)

 STOCKHOLDERS' DEFICIT

 ( 31,390,052
)

 ( 33,987,356
)

 TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 $
 6,600,447

 $
 6,376,625

 The accompanying notes
are an integral part of these consolidated financial statements.

 F- 4

 Consolidated Statements
of Comprehensive Loss

 For the Years Ended

 December 31,

 2023

 2022

 NET REVENUE

 $
 -

 $
 2,073

 OPERATING EXPENSES

 Transaction expense

 229,672

 258,746

 Sales and marketing

 1,822,444

 1,681,040

 Product development

 2,923,937

 2,059,890

 General and administrative

 10,815,593

 11,425,026

 Total operating expenses

 15,791,646

 15,424,702

 NET OPERATING LOSS

 ( 15,791,646
)

 ( 15,422,629
)

 OTHER INCOME (EXPENSE)

 Interest income

 -

 1,043

 Forgiveness of debt

 88,617

 92,660

 Interest expense

 ( 1,016,548
)

 ( 1,015,228
)

 ( 927,931
)

 ( 921,525
)

 NET LOSS

 ( 16,719,577
)

 ( 16,344,154
)

 LESS: Accrued preferred dividends

 ( 2,136,273
)

 ( 1,286,651
)

 Net loss attributable to noncontrolling interests

 -

 NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS

 $
 ( 18,855,850
)

 $
 ( 17,630,704
)

 BASIC AND DILUTED NET LOSS PER COMMON SHARE

 $
 ( 0.14
)

 $
 ( 0.14
)

 BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING

 131,577,880

 123,634,367

 The accompanying notes
are an integral part of these consolidated financial statements.

 F- 5

 REGO
Payment Architectures, Inc.

 Consolidated Statement
of Changes in Stockholders' Deficit

 For the years ended December
31, 2023 and 2022

 Preferred

 Preferred

 Preferred

 Common

 Stock
 Series A

 Stock
 Series B

 Stock
 Series C

 Stock

 Additional

 Paid-In

 Accumulated

 Noncontrolling

 Capital

 Deficit

 Interests

 Total

 Balance, December 31, 2021

 102,350

 $

 35,879

 $

 -

 $
 -

 123,441,102

 $
 12,344

 $
 67,740,012

 $
 ( 99,546,710
)

 $
 ( 77,603
)

 $
 ( 31,871,943
)

 Conversion of Series A Preferred Stock into common stock

 ( 2,000
)

 -

 -

 -

 -

 -

 222,221

 ( 22
)

 -

 -

 -

 Sale of Series B Preferred stock

 -

 -

 126,606

 -

 -

 -

 -

 11,394,638

 -

 -

 11,394,651

 Issuance of common stock to board members and employees

 -

 -

 -

 -

 -

 -

 367,475

 -

 -

 367,500

 Issuance of common stock to consultants

 -

 -

 -

 -

 -

 -

 75,000

 88,492

 -

 -

 88,500

 Exercise of options

 -

 -

 -

 -

 -

 -

 145,000

 130,486

 -

 -

 130,500

 Exercise of options, cashless

 -

 -

 -

 -

 -

 -

 27,562

 ( 3
)

 -

 -

 -

 Fair value of options for services

 -

 -

 -

 -

 -

 -

 -

 -

 3,534,241

 -

 -

 3,534,241

 Accrued preferred dividends

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 1,266,651
)

 ( 20,000
)

 ( 1,286,651
)

 Net loss

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 16,344,053
)

 ( 101
)

 ( 16,344,154
)

 Balance, December 31, 2022

 100,350

 $

 162,485

 $

 -

 $
 -

 124,160,885

 $
 12,416

 $
 83,255,319

 $
 ( 117,157,414
)

 $
 ( 97,704
)

 $
 ( 33,987,356
)

 Conversion of Series A Preferred Stock into common stock

 ( 2,000
)

 -

 -

 -

 -

 -

 222,220

 ( 22
)

 -

 -

 -

 Sale of Series B Preferred stock

 -

 -

 71,918

 -

 -

 -

 -

 6,472,342

 -

 -

 6,472,349

 Issuance of common stock to board members and employees

 -

 -

 -

 -

 -

 -

 8,775,000

 10,189,023

 -

 -

 10,189,901

 Issuance of common stock to consultants

 -

 -

 -

 -

 -

 -

 312,475

 -

 -

 312,500

 Exercise of options

 -

 -

 -

 -

 -

 -

 2,440,000

 986,406

 -

 -

 986,650

 Fair value of options for services

 -

 -

 -

 -

 -

 -

 -

 -

 3,491,753

 -

 -

 3,491,753

 Accrued preferred dividends

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 2,136,272
)

 -

 ( 2,136,272
)

 Elimination of noncontrolling interests upon dissolution

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 97,704
)

 97,704

 -

 Net loss

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 16,719,577
)

 -

 ( 16,719,577
)

 Balance, December 31, 2023

 98,350

 $

 234,403

 $

 -

 $
 -

 135,848,105

 $
 13,585

 $
 104,707,296

 $
 ( 136,110,967
)

 $
 -

 $
 ( 31,390,052
)

 The accompanying notes
are an integral part of these consolidated financial statements.

 F- 6

 REGO Payment Architectures,
Inc.

 Consolidated Statements
of Cash Flows

 For the Years Ended December 31,

 2023

 2022

 CASH FLOWS FROM OPERATING ACTIVITIES

 Net loss

 $
 ( 16,719,577
)

 $
 ( 16,344,154
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Fair value of common stock issued in exchange for services

 10,502,401

 456,000

 Fair value of options issued in exchange for services

 3,491,753

 3,534,241

 Depreciation and amortization

 38,924

 37,993

 Forgiveness of debt

 ( 88,617
)

 ( 92,660
)

 (Increase) decrease in assets

 Prepaid expenses

 ( 564
)

 90,373

 Increase (decrease) in liabilities

 Accounts payable and accrued expenses

 929,412

 845,955

 Accounts payable and accrued expenses - related parties

 ( 551
)

 ( 138,912
)

 Common stock to be issued

 ( 5,350,000
)

 5,350,000

 Net cash used in operating activities

 ( 7,196,817
)

 ( 6,261,164
)

 CASH FLOWS FROM INVESTING ACTIVITIES

 Investment in patents

 ( 11,215
)

 ( 11,451
)

 Net cash used in investing activities

 ( 11,215
)

 ( 11,451
)

 CASH FLOWS FROM FINANCING ACTIVITIES

 Exercise of options

 986,650

 130,500

 Proceeds from sale of Series B Preferred stock

 6,472,349

 11,394,651

 Proceeds from 4% secured notes payable - stockholders

 -

 200,000

 Net cash provided by financing activities

 7,458,999

 11,725,151

 NET INCREASE IN CASH AND CASH EQUIVALENTS

 250,967

 5,452,536

 CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR

 6,005,667

 553,131

 CASH AND CASH EQUIVALENTS - END OF YEAR

 $
 6,256,634

 $
 6,005,667

 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 Cash paid during period for:

 Interest

 $
 -

 $
 -

 Income taxes

 $
 -

 $
 -

 SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:

 Accrued preferred dividends

 $
 2,136,272

 $
 1,286,651

 Conversion of Series A Preferred stock to common stock

 $

 $

 Cashless exercise of options into common stock

 $
 -

 $

 Elimination of noncontrolling interests upon dissolution

 $
 97,704

 $
 -

 The accompanying notes
are an integral part of these consolidated financial statements.

 F- 7

 Notes to the Consolidated
Financial Statements

 NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

 Nature of the
Business
 REGO Payment Architectures,
Inc. ("REGO") was incorporated in the state of Delaware on February 11, 2008.

 REGO Payment Architectures, Inc. and its subsidiaries
(collectively, except where the context requires, the "Company") is a provider of consumer software that delivers a mobile
payment platform solution—Mazoola - a family focused mobile banking solution. Headquartered in Blue Bell, Pennsylvania, the
Company maintains a portfolio of trade secrets and four US patent awards. REGO offers an all-digital financial payments platform (the
"Platform") to enable minors, particularly under 13 years old, to purchase goods and services, complete chores and learn in
a secure online environment guided by parental permission, oversight, and control, while remaining Children's Online Privacy Protection
Act ("COPPA") and General Data Protection Regulation ("GDPR") compliant.

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

 Revenues generated from
the Platform will come from multiple sources depending on the level of service and facilities requested by the parent. The Company's
model contemplates levels of subscription revenue paid monthly, service fees, transaction fees and revenue sharing and licensing with
banking and distribution partners.

 The Company's principal office is located in Blue Bell, Pennsylvania.

 ZOOM Solutions, Inc. ("ZS")
 ZS (formerly Zoom Payment Solutions, Inc.) was
incorporated in the state of Delaware on February 16, 2018 as a subsidiary of REGO Payment Architectures, Inc. REGO owned 100 % of the
common stock of ZS. ZS was the holding company for various subsidiaries that would utilize REGO's payment platform to address
emerging markets.

 There were minimal operations
at ZS during the years 2023 and 2022. ZS was legally dissolved on November 13, 2023.

 Basis of Presentation
 The accompanying consolidated
financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States
of America ("US GAAP"). All significant intercompany transactions and balances have been eliminated in consolidation.

 The Company's activities
are subject to significant risks and uncertainties, including failing to secure additional financing to operationalize the Company's
current technology before another company develops similar technology to compete with the Company.

 Use of Estimates
 The preparation of financial
statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could
differ from these estimates.

 Fair Value of Financial Instruments
 The Company's financial
instruments consist of accounts payable and accrued expenses and notes payable. The carrying value of accounts payable and accrued expenses
approximate their fair value because of their short maturities. The Company believes the carrying amount of its notes payable approximate
fair value based on rates and other terms currently available to the Company for similar debt instruments.

 F- 8

 The Company follows FASB
ASC 820, Fair Value Measurements and Disclosures, and applies it to all assets and liabilities that are being measured and
reported on a fair value basis. The statement requires that assets and liabilities carried at fair value will be classified
and disclosed in one of the following three categories:

 Level 1: Quoted market
price in active markets for identical assets or liabilities

 Level 2: Observable market-based
inputs or unobservable inputs that are corroborated by market data

 Level 3: Unobservable
inputs that are not corroborated by market data

 The level in the fair
value hierarchy within which a fair value measurement falls is based on the lowest level input that is significant to the fair value measurement
in its entirety.

 Concentration
of Credit Risk Involving Cash
 The Company may have
deposits with a financial institution which at times exceed Federal Deposit Insurance Corporation ("FDIC") coverage. The
Company has not experienced any losses from maintaining cash accounts in excess of federally insured limits.

 Cash and Cash
Equivalents
 For purposes of reporting
cash flows, the Company considers all cash accounts, which are not subject to withdrawal restrictions or penalties, and certificates of
deposit and commercial paper with original maturities of 90 days or less to be cash or cash equivalents.

 Property and
Equipment
 Property, equipment and
leasehold improvements are stated at cost. Depreciation is computed using the straight-line method over the estimated
useful lives of the assets. Maintenance and repairs of property are charged to operations, and major improvements are capitalized. Upon
retirement, sale, or other disposition of property and equipment, the costs and accumulated depreciation are eliminated from the accounts,
and any resulting gain or loss is included in operations. The cost of leasehold improvements is amortized over the lesser of
the length of the related leases or the estimated useful lives of the assets.

 Patents and
Trademarks
 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, one of which is pending, four of which have been allowed, and seven 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.

 Long-Lived Assets
 The Company evaluates
the recoverability of its long-lived assets in accordance with FASB ASC 360 Property, Plant, and Equipment. The Company
reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may
not be recoverable. Recoverability of long-lived assets are measured by a comparison of the carrying amount of an asset to future cash
flows expected to be generated by the asset, undiscounted and without interest or independent appraisals. If such assets are considered
to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value
of the assets.

 F- 9

 Deferred Financing
Costs
 Costs incurred in securing
long-term debt are deferred and amortized, as a charge to interest expense, over the term of the related debt. In accordance with FASB
ASU No. 2015-03, Interest – Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs,
the Company presents debt issuance costs in the balance sheet as a direct deduction from the carrying amount of the debt liability, consistent
with debt discounts. In the case of long-term debt modifications, the Company follows the guidance provided by FASB ASC 470-50, Debt-Modification
and Extinguishments.

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

 Revenue for the years
ended December 31, 2023 and 2022 was $0 and $ 2,073. Revenues were derived from the operation of the Platform.

 Income Taxes
 The Company follows FASB ASC 740 when accounting
for income taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred
income tax assets and liabilities are computed annually for temporary differences between the financial statements and tax bases of assets
and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the
periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary
to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for
the period plus or minus the change during the period in deferred tax assets and liabilities. Tax years from 2020 through 2023
remain subject to examination by major tax jurisdictions.

 Stock-based
Payments
 The Company accounts
for stock-based compensation under the provisions of FASB ASC 718, Compensation—Stock Compensation, which requires
the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated
fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes
model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods
using the straight-line method. In accordance with ASU No. 2018-07, Compensation
– Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting share-based
payment transactions for acquiring goods and services from nonemployees are included. Consistent with the accounting requirement for employee
share-based payment awards, nonemployee share-based payment awards within the scope of Topic 718 are measured at grant-date fair value
of the equity instruments that an entity is obligated to issue when the good has been delivered or the service has been rendered and any
other conditions necessary to earn the right to benefit from the instruments have been satisfied.

 Advertising
Costs
 Advertising costs are
expensed as incurred. Advertising costs were $ 5,833 and $0 for the years ended December 31, 2023 and 2022. These costs when incurred are
included in sales and marketing expenses.

 Product Development
Costs
 In accordance with FASB
ASC 730, research and development costs are expensed when incurred. Product development costs were $ 2,923,937 and $ 2,059,890
for the years ended December 31, 2023 and 2022.

 Loss Per Share
 The Company follows FASB
ASC 260 when reporting Earnings (Loss) Per Share resulting in the presentation of basic and diluted earnings (loss) per share. Because
the Company reported a net loss for each of the years ended December 31, 2023 and 2022, common stock equivalents, including preferred
stock, stock options and warrants were anti-dilutive; therefore, the amounts reported for basic and diluted loss per share were the same.

 Segment Information
 The Company is organized
and operates as one operating segment. In accordance with FASB ASC 280, Segment Reporting, the chief operating decision-maker
has been identified as the Chief Executive Officer, who reviews operating results to make decisions about allocating resources and assessing
performance for the entire Company subject to Board approval. Since the Company operates in one segment and provides one group of similar
products, all financial segment and product line information required by FASB ASC 280 can be found in the consolidated financial statements.

 F- 10

 Recently Adopted Accounting Pronouncements
 In June 2016, the FASB issued Accounting Standards
Update (ASU) No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments,
as modified by FASB ASU No. 2019-10 and other subsequently issued related ASUs. The amendments in this Update affect loans, debt securities,
trade receivables, and any other financial assets that have the contractual right to receive cash. The ASU requires an entity to recognize
expected credit losses rather than incurred losses for financial assets. The amendments in this Update are effective for fiscal years
beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted this new guidance effective
January 1, 2023 utilizing the modified retrospective transition method. The adoption of this standard did not have a material impact on
the Company's financial statements, but did change how the allowance for credit losses is determined.

 Recently Issued Accounting Pronouncements
Not Yet Adopted
 As of December 31, 2023
there are no recently issued accounting standards not yet adopted which would have a material effect on the Company's consolidated
financial statements.

 NOTE 2 – GOING
CONCERN

 The accompanying consolidated
financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred
significant losses and experienced negative cash flow from operations since inception. These conditions raise substantial doubt
about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

 Since inception, the
Company has focused on developing and implementing its business plan. The Company believes that its existing cash resources
will not be sufficient to sustain operations during the next twelve months. The Company currently needs to generate
revenue in order to sustain its operations. In the event that the Company cannot generate sufficient revenue to sustain its
operations, the Company will need to reduce expenses or obtain financing through the sale of debt and/or equity securities. The
issuance of additional equity would result in dilution to existing shareholders. If the Company is unable to obtain additional
funds when they are needed or if such funds cannot be obtained on terms acceptable to the Company, the Company would be unable to execute
upon the business plan or pay costs and expenses as they are incurred, which would have a material, adverse effect on the business, financial
condition and results of operations.

 The Company's current
monetization model is to derive revenues from levels of service fees, transaction fees and in some cases, revenue sharing with banking
and distribution partners. As these bases of revenues grow, the Company expects to generate additional revenue to support operations.

 As of April 1, 2024,
the Company has a cash position of approximately $ 4.3 million. Based upon the current cash position and the Company's planned
expense run rate, management believes the Company has funds currently to finance its operations through December 2024.

 NOTE 3 - PATENTS AND
TRADEMARKS

 Costs associated with
the registration of patents have been capitalized and are amortized on a straight-line basis over the estimated lives of the patents ( 20
years). Trademarks are also being amortized on a straight-line basis over an estimated useful life of 20 years. At December
31, 2023 and 2022, capitalized patent and trademark costs, net of accumulated amortization, were $ 325,150 and $ 352,859. Amortization
expense for patents and trademarks was $ 38,924 and $ 37,992 for the years ended December 31, 2023 and 2022.

 F- 11

 NOTE 4 – ACCOUNTS
PAYABLE AND ACCRUED EXPENSES – RELATED PARTIES

 As of December 31, 2023 and 2022, the Company
owed the Chief Executive Officer, who is also a more than 5 % beneficial owner, a total of $ 1,328 and $ 1,703 in unpaid salary.

 As of December 31, 2023 and 2022, the Company
owed the Chief Financial Officer $ 731 and $ 907 in unpaid salary.

 NOTE 5 – LOANS
PAYABLE

 The
balance of the loans payable as of December 31, 2023 and 2022 was $ 42,600. Interest accrued on the loans at 6 % and 10 % was $ 9,731 and
$ 6,768 as of December 31, 2023 and 2022. Interest expense related to these loans payable was $ 2,962 for the years ended December
31, 2023 and 2022.

 NOTE 6 – 10%
SECURED CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS

 On March 6, 2015, the
Company, pursuant to a Securities Purchase Agreement (the "Purchase Agreement"), issued $ 2,000,000 aggregate principal amount
of its 10 % Secured Convertible Promissory Notes due March 5, 2016 (the "Notes") to certain stockholders. On May
11, 2015, the Company issued an additional $ 940,000 of Notes to stockholders. The maturity dates of the Notes have been extended
most recently from October 31, 2023 to June 30, 2024, with the consent of the Note holders.

 The Notes are convertible
by the holders, at any time, into shares of the Company's Series B Preferred Stock at a conversion price of $ 90.00 per share, subject
to adjustment for stock splits, stock dividends and similar transactions with respect to the Series B Preferred Stock only. Each
share of Series B Preferred Stock is currently convertible into 100 shares of the Company's common stock at a current conversion
price of $ 0.90 per share, subject to anti-dilution adjustment as described in the Certificate of Designation of the Series B Preferred
Stock. In addition, pursuant to the terms of a Security Agreement entered into on May 11, 2015 by and among the Company, the
Investors and a collateral agent acting on behalf of the Investors (the "Security Agreement"), the Notes are secured by a
lien against substantially all of the Company's business assets. Pursuant to the Purchase Agreement, the Company also
granted piggyback registration rights to the holders of the Series B Preferred Stock upon a conversion of the Notes.

 The Notes are recorded
as a current liability, in the amount of $ 3,316,357 as of December 31, 2023 and 2022. Interest accrued on the notes was $ 2,842,873
and $ 2,511,238 as of December 31, 2023 and 2022. Interest expense related to these notes payable was $ 331,635 and $ 331,636
for the years ended December 31, 2023 and 2022.

 NOTE 7 – NOTES PAYABLE - STOCKHOLDERS

 These notes payable have no formal repayment
terms and $ 370,000 of the notes bear interest at 10 % per annum and the remaining $ 225,000 of the notes bear interest at 20 % per annum.

 The notes payable are recorded as a current liability
as of December 31, 2023 and 2022 in the amount of $ 595,000. Interest accrued on the notes as of December 31, 2023 and 2022
was $ 361,026 and $ 278,326. Interest expense, including accretion of discounts, and warrants issues related to these notes payable
was $ 82,700 and $ 82,700 for the years ended December 31, 2023 and 2022.

 NOTE 8 – 4.0%
SECURED CONVERTIBLE PROMISSORY NOTES PAYABLE – STOCKHOLDERS

 On August 26, 2016, the Company, pursuant to a
Securities Purchase Agreement, issued $ 600,000 aggregate principal amount of its 4.0 % Secured Convertible Promissory Notes due June 30,
2019 (the "New Secured Notes") to certain accredited investors ("investors"). The Company issued additional
New Secured Notes during 2016, 2017, 2018, 2019, 2020, 2021 and 2022.

 F- 12

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

 The maturity dates of the New Secured Notes were
extended by the investors most recently to June 30, 2024.

 During the years ended
December 31, 2023 and 2022, the Company issued $0 and $ 200,000 aggregate principal amount of its New Secured Notes to certain investors.

 The New Secured Notes
are recorded as a current liability in the amount of $ 14,981,250 as of December 31, 2023 and 2022. Interest accrued on the
New Secured Notes was $ 2,749,699 and $ 2,150,449 as of December 31, 2023 and 2022. Interest expense, including accretion of
discounts related to these notes payable was $ 599,250 and $ 597,929 for the years ended December 31, 2023 and 2022.

 NOTE 9 - INCOME TAXES

 The Company follows FASB
ASC 740-10-10 whereby an entity recognizes deferred tax assets and liabilities for future tax consequences or events that have been previously
recognized in the Company's financial statements or tax returns. The measurement of deferred tax assets and liabilities
is based on provisions of enacted tax law. The effects of future changes in tax laws or rates are not anticipated.

 At December 31, 2023,
the Company has a net operating loss ("NOL") that approximates $ 109 million. Consequently, the Company may have NOL
carryforwards available for federal income tax purposes, which would begin to expire in 2028. Deferred tax assets would
arise from the recognition of anticipated utilization of these net operating losses to offset future taxable income.

 The income tax (benefit)
provision consists of the following:

 December 31,

 2023

 2022

 Current

 $

 ( 5,533,000

)

 $

 ( 2,155,000

)

 Deferred

 706,000

 ( 2,567,000
)

 Change in valuation allowance

 4,827,000

 4,722,000

 $
 -

 $
 -

 The reconciliation of the statutory federal
rate to the Company's effective income tax rate is as follows:

 December 31, 2023

 December 31, 2022

 %

 %

 U.S federal income tax benefit at

 Federal statutory rate

 $
 ( 3,511,000
)

 ( 21
)

 $
 ( 3,432,000
)

 ( 21
)

 State tax, net of federal tax effect

 ( 1,316,000
)

 ( 8
)

 ( 1,290,000
)

 ( 8
)

 Non-deductible share-based compensation

 -

 -

 -

 -

 Change in valuation allowance

 4,827,000

 4,722,000

 Net

 $
 -

 -

 $
 -

 -

 F- 13

 The primary components of the Company's
December 31, 2023 and 2022 deferred tax assets and related valuation allowances are as follows:

 December 31,

 2023

 2022

 Deferred tax asset for NOL carryforwards

 $
 ( 32,218,000
)

 $
 ( 26,685,000
)

 Deferred tax asset for stock based compensation

 ( 5,555,000
)

 ( 6,261,000
)

 Valuation allowance

 37,773,000

 32,946,000

 Net

 $
 -

 $
 -

 In assessing the realization
of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will
not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during
the periods in which the net operating losses and temporary differences become deductible. Management considered projected future
taxable income and tax planning strategies in making this assessment. The value of the deferred tax assets was offset by a valuation
allowance, due to the current uncertainty of the future realization of the deferred tax assets.

 The timing and manner
in which the Company can utilize operating loss carryforwards in any year may be limited by provisions of the Internal Revenue Code regarding
changes in ownership of corporations. Such limitation may have an impact on the ultimate realization of its carryforwards and future
tax deductions.

 The Company follows FASB
ASC 740.10, which provides guidance for the recognition and measurement of certain tax positions in an enterprise's financial statements.
Recognition involves a determination of whether it is more likely than not that a tax position will be sustained upon examination with
the presumption that the tax position will be examined by the appropriate taxing authority having full knowledge of all relevant information.

 The Company's policy
is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the statement of operations.
As of January 1, 2023, the Company had no unrecognized tax benefits and no charge during 2023, and accordingly, the Company did not recognize
any interest or penalties during 2023 related to unrecognized tax benefits. There is no accrual for uncertain tax positions as of December
31, 2023.

 The Company files U.S.
income tax returns and a state income tax return. With few exceptions, the U.S. and state income tax returns filed for the tax years ending
on December 31, 2020 and thereafter are subject to examination by the relevant taxing authorities.

 NOTE 10 – CONVERTIBLE PREFERRED STOCK

Series A Preferred Stock

 The
Series A Preferred Stock has a preference in liquidation equal to two times the Original Issue Price, or $ 19,670,000, to be paid out of
assets available for distribution prior to holders of common stock and thereafter participates with the holders of common stock in any
remaining proceeds subject to an aggregate cap of 2.5 times the Original Issue Price. The Series A Preferred Stockholders may cast the
number of votes equal to the number of whole shares of common stock into which the shares of Series A Preferred Stock can be converted. The
Series A Preferred Stock also contains customary approval rights with respect to certain matters. The Series A Preferred Stock
accrues dividends at the rate of 8 % per annum, or $ 8.00 per Series A Preferred share.

 The conversion price
of Series A Preferred Stock is currently $ 0.90 per share. The Series A Preferred Stock is subject to mandatory conversion if certain
registration or related requirements are satisfied and the average closing price of Rego's common stock exceeds 2.5 times the conversion
price over a period of twenty consecutive trading days.

 The conversion feature
of the Series A Preferred Stock issued in January 2014 is an embedded derivative, which is classified as a liability in accordance with
FASB ASC 815 and was valued in accordance with FASB ASC 470 as a beneficial conversion feature at a fair market value of $ 1,648,825 at
January 27, 2014, and $ 3,481,050 at December 31, 2020. This was classified as an embedded derivative liability and a discount to Series
A Preferred Stock. Since the Series A Preferred Stock can be converted at any time, the full amount of the discount was accreted
and reflected as a deemed distribution.

 F- 14

 The conversion feature
of the Series A Preferred Stock issued in April 2014 is an embedded derivative, which is classified as a liability in accordance with
FASB ASC 815 and was valued in accordance with FASB ASC 470 as a beneficial conversion feature at a fair market value of $ 3,489,000 at
April 30, 2014, and $ 5,349,800 at December 31, 2020. This was classified as an embedded derivative liability and a discount to Series
A Preferred Stock. Since the Series A Preferred Stock can be converted at any time, the full amount of the discount was accreted
and reflected as a deemed distribution.

 The Warrants associated
with the Series A Preferred Stock were classified as equity, in accordance with FASB ASC 480-10-25. Therefore, it was not necessary
to bifurcate these Warrants from the Series A Preferred Stock.

 On January 1, 2021, upon adoption of FASB ASU
No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts
in Entity's Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contracts in an Entity's Own Equity,
the Company reclassified the embedded derivative value of the beneficial conversion feature of the Series A Preferred Stock issued in
January 2014 valued at $ 3,481,050 as of December 31, 2020, to accumulated deficit. The Company also reclassified the embedded derivative
value of the beneficial conversion feature of the Series A Preferred Stock issued in April 2014 valued at $ 5,349,800 as of December
31, 2020, to accumulated deficit.

 During the years ended December 31, 2023 and 2022,
certain holders of the Series A Preferred Stock converted 2,000 and 2,000 shares of the Series A Preferred Stock into 222,222 and 222,222
shares of the Company's common stock. The Company reversed the cumulative accrued dividends associated with the shares upon conversion
in the amount of $ 140,289 and $ 131,266, respectively.

 REGO Payment
Architectures, Inc. Series B Preferred Stock

 The Series B Preferred
Stock is pari passu with the Series A Preferred Stock and has a preference in liquidation equal to two times the Original Issue Price,
or $ 42,192,540 as of December 31, 2023, to be paid out of assets available for distribution prior to holders of common stock and thereafter
participates with the holders of common stock in any remaining proceeds subject to an aggregate cap of 2.5 times the Original Issue Price.
The Series B Preferred Stockholders may cast the number of votes equal to the number of whole shares of common stock into which the shares
of Series B Preferred Stock can be converted. The Series B Preferred Stock also contains customary approval rights with respect
to certain matters. The Series B Preferred Stock accrues dividends at the rate of 8 %
per annum, or $ 7.20 per Series B Preferred share.

 The conversion price
of the Series B Preferred Stock is currently $ 0.90 per share. The Series B Preferred Stock is subject to mandatory conversion if
certain registration or related requirements are satisfied and the average closing price of the Company's common stock exceeds 2.5
times the conversion price over a period of twenty consecutive trading days.

 The conversion feature
of the Series B Preferred Stock is an embedded derivative, which is classified as a liability in accordance with FASB ASC 815 and was
valued in accordance with FASB ASC 470 as a beneficial conversion feature at a fair market value of $ 375,841 at October 30, 2014, and
$ 2,156,728 at December 31, 2020. This was classified as an embedded derivative liability and a discount to Series B Preferred Stock. Since
the Series B Preferred Stock can be converted at any time, the full amount of the discount was accreted and reflected as a deemed distribution.

 The Warrants associated
with the Series B Preferred Stock were classified as equity, in accordance with FASB ASC 480-10-25. Therefore, it was not necessary
to bifurcate these Warrants from the Series B Preferred Stock.

 On January 1, 2021, upon
adoption of FASB ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and
Hedging – Contracts in Entity's Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contracts in
an Entity's Own Equity, the Company reclassified the embedded derivative liability relative to the beneficial conversion feature
of the Series B Preferred Stock issued in October 2014 valued at $ 2,156,728 as of December 31, 2020, to accumulated deficit.

 F- 15

 During the years ended
December 31, 2023 and 2022, the Company sold 71,918 and 126,606 shares of the Company's Series B Preferred Stock in private placements
to accredited investors and received proceeds of $ 6,472,349 and $ 11,394,651.

 REGO Payment
Architectures, Inc. Series C Preferred Stock

 In August 2016, REGO
authorized 150,000 shares of REGO's Series C Cumulative Convertible Preferred Stock ("Series C Preferred Stock").
On August 23, 2021, REGO filed with the Delaware Secretary of State an Amendment to the Certificate of Designation of Preferences, Rights
and Limitations of Series C Cumulative Convertible Preferred Stock, pursuant to which the amount of authorized Series C Preferred Stock
was increased from 150,000 shares to 300,000 shares. As of December 31, 2023, none of the Series C Preferred Stock shares were issued
or outstanding. After the date of issuance of Series C Preferred Stock, dividends at the rate of $ 7.20 per share will begin accruing and
will be cumulative. The Series C Preferred Stock is pari passu with the Series A Preferred Stock and Series B Preferred Stock and has
a preference in liquidation equal to seven times its original issue price to be paid out of assets available for distribution prior to
holders of common stock and thereafter participates with the holders of common stock in any remaining proceeds subject to an aggregate
cap of 7.5 times its original issue price. The Series C Preferred Stockholders may cast the number of votes equal to the number of whole
shares of common stock into which the shares of Series C Preferred Stock can be converted. The Series C Preferred Stock also
contains customary approval rights with respect to certain matters.

 As of December 31, 2023,
the value of the cumulative 8 % dividends for all REGO preferred stock was $ 11,267,790. Such dividends will be paid when and if declared
payable by the Company's board of directors or upon the occurrence of certain liquidation events. In accordance with
FASB ASC 260-10-45-11, the Company has recorded these accrued dividends as a current liability.

 ZS Series A Preferred Stock

 In November 2018, ZS pursuant to a Securities
Purchase Agreement (the "ZS Series A Purchase Agreement"), issued in a private placement to an accredited investor, 83,334
units at an original issue price of $ 3 per unit (the "ZS Original Series A Issue Price"), which includes one share of ZS'
Series A Cumulative Convertible Preferred Stock (the "ZS Series A Preferred Stock") and one warrant to purchase one share
of ZS' common stock with an exercise price of $ 3.00 per share expiring in three years (the "Series A Warrants"). ZS
raised $ 250,000 with respect to this transaction. The Series A Warrants have all expired as of December 31, 2023. Dividends on the ZS
Series A Preferred Stock accrued at a rate of 8 % per annum and were cumulative. The ZS Series A Preferred Stock had a preference
in liquidation equal to two times the ZS Original Series A Issue Price to be paid out of assets available for distribution prior to holders
of ZS common stock and thereafter participates with the holders of ZS common stock in any remaining proceeds subject to an aggregate cap
of 2.5 times the ZS Original Series A Issue Price. The ZS Series A Preferred Stockholders may cast the number of votes equal to the number
of whole shares of ZS common stock into which the shares of ZS Series A Preferred Stock can be converted.

 The conversion feature of the ZS Series A Preferred
Stock is an embedded derivative, which is classified as equity in accordance with FASB ASC 815 and was valued in accordance with FASB
ASC 470 as a beneficial conversion feature at a fair market value of $ 193,377 at the date of issuance. However, in accordance with FASB
ASC 470, the value of the beneficial conversion feature is limited to the value of the ZS Series A Preferred Stock of $ 139,959 at the
date of issuance. This was classified as an embedded derivative and a discount to the ZS Series A Preferred Stock. Since the
ZS Series A Preferred Stock could be converted at any time, the full amount of the discount was accreted and reflected as a deemed distribution.

 The warrants associated with the ZS Series A Preferred
Stock were also classified as equity, in accordance with FASB ASC 480-10-25. Therefore, it is not necessary to bifurcate the
warrants from the ZS Series A Preferred Stock.

 As of December 31, 2023,
the value of the cumulative 8 % dividends for all ZS preferred stock was $ 0. ZS was legally dissolved on November 13, 2023. Accrued dividends
of $ 83,333 were recognized as Forgiveness of Debt upon dissolution.

 F- 16

 NOTE 11 – FAIR VALUE OF FINANCIAL INSTRUMENTS

 Derivative Liabilities

 For purposes of determining whether certain instruments
are derivatives for accounting treatment, the Company follows the accounting standard that provides guidance for determining whether an
equity-linked financial instrument, or embedded feature, is indexed to an entity's own stock. The standard applies to any freestanding
financial instruments or embedded features that have the characteristics of a derivative, and to any freestanding financial instruments
that are potentially settled in an entity's own common stock.

 The following table details the approximate fair
value measurements within the fair value hierarchy of the Company's derivative liabilities using Level 2 inputs:

 Total

 Balance at December 31, 2020

 $
 10,987,578

 Change in fair value of derivative liability

 $
 ( 10,987,578
)

 Balance at December 31, 2021

 $
 -

 Change in fair value of derivative liability

 $
 -

 Balance at December 31, 2022

 $
 -

 Change in fair value of derivative liability

 $
 -

 Balance at December 31, 2023

 $
 -

 NOTE 12 –
STOCKHOLDERS' EQUITY

 Option Amendments and Adjustments

 On April 28, 2022, the
Board of Directors approved amendments extending the term of certain outstanding options to purchase in the aggregate 250,000 shares of
common stock of the Company at exercise prices of $ 0.90 per share. These options were scheduled to expire on June 15, 2022 and were each
extended to June 15, 2023. The increase in fair value of this term extension was $ 109,155 which was expensed during the year ended December
31, 2022. The Company used the Black-Scholes option pricing model to calculate the increase in fair value, with the following assumptions
for the extended options: no dividend yield, expected volatility of 85.9 %, risk free interest rate of 2.16 %, and expected option life
of 1.08 years.

 On May 7, 2023, the Board
of Directors approved amendments extending the term of certain outstanding options to purchase in the aggregate 1,675,000 shares of common
stock of the Company at exercise prices ranging from $ 0.26 to $ 1.04 per share. These options were scheduled to expire in May and June
2023 and were each extended to December 31, 2025. The increase in fair value of this term extension was $ 1,490,743 which was expensed
during the twelve months ended December 31, 2023. The Company used the Black-Scholes option pricing model to calculate the increase in
fair value, with the following assumptions for the extended options: no dividend yield, expected volatility of 91.7 %, risk free interest
rate of 3.92 %, and expected option life of 2.66 years.

 On December 27, 2023
the Board of Directors approved amendments extending the term of certain outstanding options to purchase in the aggregate 125,000 shares
of common stock of the Company at an exercise price of $ 0.90 per share. These options were scheduled to expire on January 1, 2024 and
were each extended to December 31, 2025. The increase in fair value of this term extension was $ 91,011 which was expensed during the twelve
months ended December 31, 2023. The Company used the Black-Scholes option pricing model to calculate the increase in fair value, with
the following assumptions for the extended options: no dividend yield, expected volatility of 64.4 %, risk free interest rate of 4.20 %,
and expected option life of 2.00 years.

 F- 17

 Issuance of Restricted Shares

 A restricted stock award
("RSA") is an award of common shares that is subject to certain restrictions during a specified period. Restricted stock awards
are independent of option grants and are generally subject to forfeiture if employment terminates prior to the release of the restrictions.
The grantee cannot transfer the shares before the restricted shares vest. Shares of nonvested restricted stock have the same voting rights
as common stock, are entitled to receive dividends and other distributions thereon and are considered to be currently issued and outstanding.
The Company's restricted stock awards generally vest over a period of one year. The Company expenses the cost of the restricted
stock awards, which is determined to be the fair market value of the shares at the date of grant, straight-line over the period during
which the restrictions lapse. For these purposes, the fair market value of the restricted stock is determined based on the closing price
of the Company's common stock on the grant date.

 On May 20, 2022 the Company
issued 75,000 shares of common stock to a consultant in payment for marketing services with a fair market value of $ 88,500. The fair value
of the shares was expensed immediately.

 On December 5, 2022,
the Company granted the Chief Executive Officer, who is also a Board Member, 250,000 shares of the Company's common stock with an
aggregate fair value of $ 367,500 as a performance-based bonus pursuant to his two-year work anniversary. The aggregate fair value of the
shares was expensed immediately.

 During the three months
ended December 31, 2022, investors exercised options to purchase 145,000 shares of the Company's common stock at $ 0.90 per
share or $ 130,500. There was no contingency associated with these options or their exercise. The fair value of these shares was expensed
immediately.

 During the three months
ended December 31, 2022, an employee exercised an option to purchase 62,500 shares of the Company's common stock at $ 0.90 per share
on a cashless basis. This netted the employee 27,562 shares of the Company's common stock.

 On September 22, 2022
the Company engaged an investment banking firm to explore a prospective sale of the Company. The Company will pay a fee equal to 1.5 %
of the transaction value upon closing. This contingency has not yet been met. The Company and this investment banking firm mutually agreed
to terminate this agreement on February 22, 2024. A new investment banking firm was simultaneously engaged on that date.

 During the year ended
December 31, 2023, options to purchase 2,440,000 shares of the Company's common stock were exercised at prices ranging from $ 0.26
to $ 1.15 per share. The total proceeds received were $ 986,650.

 On April 11, 2023 the
Company granted 250,000 shares of the Company's common stock to a former corporate officer in exchange for 650,000 options granted
to him under the 2013 Plan at an exercise price of $ 0.2595 per share. The value of the options exchanged was higher than the value of
the shares being issued. The Company expensed $ 312,501, the fair value of the Common Stock issued, in April 2023.

 During the three months
ended June 30, 2023, the Company awarded corporate officers and directors 8,575,000 shares of the Company's common stock with an
aggregate fair value of $ 9,941,900 as performance-based bonuses. The aggregate fair value of these shares was expensed immediately.

 On July 14, 2023, the
Company granted the Chief Executive Officer, who is also a Board Member, 200,000 shares of the Company's common stock with an aggregate
fair value of $ 248,000 as a performance-based bonus award pursuant to the raising of capital. The aggregate fair value of the shares was
expensed immediately.

 NOTE 13 - STOCK OPTIONS AND WARRANTS

 During 2008, the Board of Directors ("Board")
of the Company adopted the 2008 Equity Incentive Plan ("2008 Plan") that was approved by the shareholders. Under
the 2008 Plan, the Company was authorized to grant options to purchase up to 25,000,000 shares of common stock to any officer, other employee
or director of, or any consultant or other independent contractor who provides services to the Company. The 2008 Plan was intended
to permit stock options granted to employees under the 2008 Plan to qualify as incentive stock options under Section 422 of the Internal
Revenue Code of 1986, as amended ("Incentive Stock Options"). All options granted under the 2008 Plan, which are
not intended to qualify as Incentive Stock Options are deemed to be non-qualified options ("Non-Statutory Stock Options"). As
of December 31, 2023, under the 2008 Plan, options to purchase 200,000 shares of common stock have been issued and are unexercised, and
no shares were available for grants under the 2008 Plan. The 2008 Plan expired on March 3, 2019.

 F- 18

 During 2013, the Board adopted the 2013 Equity
Incentive Plan ("2013 Plan"), which was approved by stockholders at the 2013 annual meeting of stockholders. Under
the 2013 Plan, the Company is authorized to grant awards of stock options, restricted stock, restricted stock units and other stock-based
awards of up to an aggregate of 5,000,000 shares of common stock to any officer, employee, director or consultant. The 2013
Plan is intended to permit stock options granted to employees under the 2013 Plan to qualify as Incentive Stock Options. All
options granted under the 2013 Plan, which are not intended to qualify as Incentive Stock Options, are deemed to be Non-Statutory Stock
Options. As of December 31, 2023, under the 2013 Plan grants of restricted stock and options to purchase 1,237,500 shares are
unvested or unexercised, and no shares of common stock remained available for grants under the 2013 Plan. The 2013 Plan expired on November
18, 2023.

 The Company also grants stock options outside the 2013 Plan on terms
determined by the Board.

 In connection with Incentive Stock Options, the exercise price of each
option may not be less than 100 % of the fair market value of the common stock on the date of the grant (or 110 % of the fair market value
in the case of a grantee holding more than 10 % of the outstanding stock of the Company).

 Prior to January 1, 2014, volatility in all instances
presented is REGO's estimate of volatility that is based on the volatility of other public companies that are in closely related
industries to REGO. Beginning January 1, 2014, volatility in all instances presented is REGO's estimate of volatility
that is based on the historical volatility of REGO's stock.

 The following table presents
the weighted-average assumptions used to estimate the fair values of the stock options granted by REGO during the years ended December
31, 2023 and 2022:

 2023

 2022

 Risk Free Interest Rate

 4.2
 %

 2.2
 %

 Expected Volatility

 80.0
 %

 107.0
 %

 Expected Life (in years)

 2.7

 2.7

 Dividend Yield

 %

 %

 Weighted average estimated fair value of options during the period

 $
 0.71

 $
 0.62

 The following table summarizes the activities
for REGO stock options for the years ended December 31, 2023 and 2022:

 Options Outstanding

 Weighted -

 Remaining

 Aggregate

 Weighted-

 Contractual

 Intrinsic

 Term

 Value

 Exercise Price

 (in years)

 (in 000's) (1)

 Balance, December 31, 2021

 11,317,500

 $
 0.57

 2.1

 $
 2,145

 Granted

 5,802,125

 1.02

 2.0

 1,490

 Exercised

 ( 207,500
)

 0.90

 -

 -

 Expired/Cancelled

 ( 850,000
)

 0.90

 -

 -

 Balance, December 31, 2022

 16,062,125

 $
 0.71

 1.5

 $
 8,803

 Granted

 2,497,875

 1.29

 2.7

 1,774

 Exercised

 ( 2,440,000
)

 0.40

 -

 -

 Expired/Cancelled

 ( 1,800,000
)

 0.53

 -

 -

 Balance, December 31, 2023

 14,320,000

 $
 0.90

 1.5

 $
 8,416

 Exercisable at December 31, 2023

 14,320,000

 $
 0.90

 1.5

 $
 8,416

 Exercisable at December 31, 2023 and expected to vest thereafter

 14,320,000

 $
 0.90

 1.5

 $
 8,416

 (1)
 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing
stock price of $ 1.48 and $ 1.25 for Company's common stock on December 31, 2023 and 2022.

 F- 19

 During the years ended
December 31, 2023 and 2022, the weighted average fair value per share of stock options granted during the year was $ 0.71 and $ 0.62. The
fair value of stock options for employees is expensed over the vesting term in accordance with the terms of the related stock option agreements
and for consultants is expensed over the vesting term, if that is shorter than the term of the consulting agreement, otherwise over the
term of the consulting agreement. For the years ended December 31, 2023 and 2022, the Company expensed $ 3,491,753 and $ 3,534,241 relative
to the fair value of stock options granted.

 As of December 31, 2023, there was $ 22,281 of
unrecognized compensation cost related to outstanding stock options. The difference, if any, between the stock options exercisable
at December 31, 2023 and the stock options exercisable and expected to vest relates to management's estimate of options expected
to vest in the future.

 The following table summarizes the activities for the REGO's
warrants for the years ended December 31, 2023 and 2022:

 Weighted-

 Remaining

 Aggregate

 Weighted-

 Contractual

 Intrinsic

 Term

 Value

 Exercise Price

 (in years)

 (in 000's) (1)

 Balance, December 31, 2021

 1,500,000

 $
 0.90

 0.5

 $
 -

 Expired

 ( 1,500,000
)

 0.90

 -

 -

 Balance, December 31, 2022

 -

 $
 -

 -

 $
 -

 Balance, December 31, 2023

 -

 $
 -

 -

 $
 -

 Exercisable at December 31, 2023

 -

 $
 -

 -

 $
 -

 Exercisable at December 31, 2023 and expected to vest thereafter

 -

 $
 -

 -

 $
 -

 (1)
 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing
stock price of $ 1.48 and $ 1.25 for REGO's common stock on December 31, 2023 and 2022.

 All warrants were vested on the date of grant
and there were no outstanding warrants as of December 31, 2023 and 2022.

 The following table summarizes the activities
for ZS's stock options for the years ended December 31, 2023 and 2022:

 Options Outstanding

 Weighted -

 Remaining

 Aggregate

 Weighted-

 Contractual

 Intrinsic

 Term

 Value

 Exercise Price

 (in years)

 (in 000's) (1)

 Balance, December 31, 2021

 1,600,000

 $
 5.00

 -

 $
 -

 Balance, December 31, 2022

 1,600,000

 $
 5.00

 -

 $
 -

 Cancelled (2)

 ( 1,600,000
)

 $
 5.00

 -

 $
 -

 Balance, December 31, 2023

 -

 $
 -

 -

 $
 -

 Exercisable at December 31, 2023

 -

 $
 -

 -

 $
 -

 Exercisable at December 31, 2023 and expected to vest thereafter

 -

 $
 -

 -

 $
 -

 (1)
 The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the value
of $ 4.00 for ZS's common stock on December 31, 2022.

 (2)
 Zoom Solutions, Inc. was dissolved on November 13, 2023.

 F- 20

 For the years ended December 31, 2023 and
2022, ZS expensed $ 0 relative to the fair value of stock options granted.

 As of December 31, 2023, there was $ 0 of unrecognized
compensation cost related to outstanding ZS stock options.

 NOTE 14 – NONCONTROLLING
INTERESTS

 Losses incurred by the noncontrolling interests
for the years ended December 31, 2023 and 2022 were $0 and $ 101.

 NOTE 15 - OPERATING
LEASES

 For the years ended December
31, 2023 and 2022, total rent expense under leases amounted to ($ 8,775) and $ 4,844. Rent expense for 2023 had a $ 4,185 charge attributed
to the rental of equipment for a marketing event in October 2023 which was not incurred in 2022. However, this equipment rental expense
in 2023 was offset by the write-off of $ 18,020 accrued office rental expense from a prior period. The Company has elected not to recognize
right-of-use assets and lease liabilities arising from short-term leases. The Company has no long-term lease obligations as of December
31, 2023.

 NOTE 16 – RELATED
PARTY TRANSACTIONS

 In August 2020, the Company
entered into an employment agreement with the Chief Executive Officer who is a more than 5 % beneficial owner. The Company had also
previously entered into a consulting agreement with a Company owned by the Chief Executive Officer at a cost of $ 15,000 per month. The
consulting agreement was terminated upon the execution of the Chief Executive Officer's employment agreement. As of December 31,
2023 and 2022, the Company owed the Chief Executive Officer $ 1,328 and $ 1,703 relative to the employment agreement. As of December 31,
2023 and 2022, the Company owed the consulting company $0.

 The Company entered into
a consulting agreement with the son of the Chief Executive Officer, at a cost of $ 5,000 per month, plus expenses, which was increased
to $ 10,000 per month on January 1, 2021. As of December 31, 2023 and 2022, the Company owed the consultant $ 0 and $ 0. For the years
ended December 31, 2023 and 2022, the Company has expensed $ 120,000 and $ 120,000 to this consultant.

 On January 20, 2022,
the Board Members received cash bonuses of $ 50,000 each, or a total of $ 100,000.

 On January 26, 2022,
the Board of Directors approved a salary increase raising the Chief Executive Officer's salary to $ 310,000 per year.

 On February 22, 2022,
a Board member and his son each purchased a 4 % Secured Note Payable for $ 100,000.

 On April 1, 2022, the
Chief Executive Officer was paid a bonus of $ 50,000.

 On April 7, 2022, the
Chief Financial Officer was paid a bonus of $ 75,000.

 On September 1, 2022
the Board passed a Resolution for Successful Corporate Actions Awards equity bonus program whereby the completion of any one of the following
actions result in the awarding of common stock to certain executives and members of the board of directors: commercial distribution agreement
for Rego's Digital Wallet and/or Mazoola Pay Kid Button; a branding event with Mastercard or Visa; or the adoption of the Company's
COPPA compliant wallet by a bank with assets greater than $ 4 billion. The prospective awarding of shares would be as follows: Chairman:
 1,000,000 shares; Chief Executive Officer: 1,000,000 shares; Chief Technology Officer: 200,000 shares; and Chief Financial Officer: 50,000
shares. As of December 31, 2022 none of the aforementioned
actions were completed and thus no common stock awards were granted.

 F- 21

 On September 22, 2022
the following bonus issuances of common shares were earned pursuant to the Successful Corporate Actions Awards equity bonus program (Engagement
of an Investment Banker or the sale of the Company): Chairman: 1,000,000 shares; Chief Executive Officer: 1,500,000 shares; Chief Technology
Officer: 200,000 shares; and Chief Financial Officer: 150,000 shares. The shares were distributed in the second quarter of 2023.

 Pursuant to the October
5, 2022 incentive awards for the securing of additional investment in its Series B Preferred Stock to satisfy completion of the $ 20 MM
Preferred B Raise, the Company issued shares of Common Stock as follows: Chairman: 1,000,000 shares; Chief Executive Officer: 1,000,000
shares; Chief Technology Officer: 100,000 shares and Chief Financial Officer: 50,000 shares. The Company recorded combined share-based
compensation expense and board fees of $ 2,644,500, the fair value of the Common Stock issued, in the first quarter of 2023.

 On March 8, 2023 the
following performance bonuses were earned pursuant to the securing of a commercial distribution agreement with a financial institution
software provider: 1) Shares of Common Stock: Chairman: 150,000 shares; Chief Executive Officer: 400,000 shares; Chief Technology Officer:
 200,000 shares; and Chief Financial Officer: 50,000 shares. 2) Cash Compensation: Chief Executive Officer: $ 20,000; and Chief Technology
Officer: $ 20,000. For the Common Stock awards, the Company recorded combined share-based compensation expense and board fees of $ 1,040,000,
the fair value of the Common Stock issued, in March 2023.

 On March 13, 2023 the
following performance bonuses were earned pursuant to the securing of a $ 20 million Business Line of Credit: 1) Shares of Common Stock:
Chairman: 750,000 shares; Chief Executive Officer: 500,000 shares; and Chief Technology Officer: 150,000 shares; 2) Cash Compensation:
Chairman: $ 50,000; and Chief Executive Officer: $ 50,000. For the Common Stock awards, the Company recorded combined share-based compensation
expense and board fees of $ 1,890,000, the fair value of the Common Stock issued, in March 2023.

 On April 19, 2023 the
following cash bonuses were earned pursuant to the securing of an agreement with a banking FinTech provider: Chairman: $ 20,000; Chief
Executive Officer: $ 60,000; and Chief Technology Officer: $ 20,000. Pursuant to this item, shares of common stock were also earned as follows:
Chairman: 100,000 shares; Chief Executive Officer: 450,000 shares; Chief Technology Officer: 100,000 shares; and Chief Financial Officer:
 25,000 shares. The Company recorded share-based compensation expense of $ 816,750, the fair value of the common stock issued, in April
2023.

 On May 1, 2023, the Board
of Directors approved a salary increase raising the Chief Executive Officer's salary to $ 345,360 per year.

 On May 22, 2023 the Chief
Executive Officer was paid a performance bonus pursuant to raising an additional $ 3.250 million in funding. 250,000 shares of Common Stock
were awarded. The Company recorded share-based compensation expense of $ 297,500, the fair value of the Common Stock issued, in May 2023.
This performance bonus also included a $ 15,000 cash payment.

 On May 30, 2023 the Chief
Executive Officer was paid a performance bonus pursuant to the successful completion of platform enhancements that will enable fractional
stock transaction capability. 250,000 shares of Common Stock were awarded. The Company recorded share-based compensation expense of $ 292,500,
the fair value of the Common Stock issued, in May 2023.

 On May 30, 2023, the
Board of Directors approved a salary increase raising the Chief Financial Officer's salary to $ 190,000 per year.

 On June 26, 2023 the
following performance bonuses were earned pursuant to the completion of raising an additional $ 5 million via investment in Series B Preferred
Stock: 1) Shares of Common Stock: Chairman: 100,000 shares; Chief Executive Officer: 100,000 shares. 2) Cash Compensation: Chairman: $ 50,000;
and Chief Executive Officer: $ 50,000. For the Common Stock awards, the Company recorded combined share-based compensation expense and
board fees of $ 256,000, the fair value of the Common Stock issued, in June 2023.

 F- 22

 On July 14, 2023 the
Chief Executive Officer was paid a performance bonus pursuant to raising additional funding via investment in Series B Preferred Stock:
 200,000 shares of Common Stock were awarded. The Company recorded share-based compensation expense of $ 248,000, the fair value of the
Common Stock issued, in July 2023.

 On October 24, 2023 the
following cash bonuses were paid pursuant to the successful integration with a channel provider enabling distribution of the Platform
into 450+ banks and credit unions: Chairman: $ 35,000; and Chief Executive Officer: $ 35,000.

 NOTE
17 – COMMON STOCK TO BE ISSUED

 On September 22, 2022
the Company engaged an investment banker for advisory services to explore a prospective sale of the Company. The successful engagement
of this investment banker resulted in an incentive award of 2,850,000 shares of common stock due to certain executives and board of director
members. The Company accrued compensation expense of $ 2,705,000, the fair value of the common stock to be issued, for the year ended December
31, 2022. These shares were issued in 2023 and the fair value of the common stock was reclassed to additional paid in capital.

 On October 5, 2022 the
Company secured additional investment in its Series B Preferred Stock to satisfy completion of the $ 20 MM Preferred B Raise – Successful
Corporate Action Award. This resulted in an incentive award of 2,150,000 shares of common stock due to certain executives and board of
director members. The Company accrued compensation expense of $ 2,645,000 the fair value of the common stock to be issued, for the year
ended December 31, 2022. These shares were issued in 2023 and the fair value of the common stock was reclassed to additional paid in capital.

 NOTE
18 – INVESTOR PRIVATE LINE OF CREDIT

 On March
13, 2023, the Company entered into an Investor Private Line of Credit agreement (the "LOC Agreement") with an existing shareholder
of the Company (the "Lender"). Pursuant to this agreement, the Lender may extend unsecured loans to the Company in the amount
of up to twenty million dollars ($ 20,000,000) which may be drawn upon by the Company for a period of one year in order to provide additional
capital to facilitate the Company's operations. Drawings may be made by the Company as long as there has not been any material change
in the operations of the Company. Loans under the LOC Agreement bear interest at the rate of 7 % per annum. Drawings under the LOC Agreement
must be repaid in full:(i) upon the execution and completion of a sale, merger or other transaction of the Company whereby the Company
transfers its ownership and/or its assets to a third party within thirty (30) days of the completion of the transaction (a "Change
of Control") or (ii) if a Change of Control does not occur within one year from the date of the LOC Agreement, the Company will
repay any amounts outstanding within sixty (60) days. As of December 31, 2023 the outstanding balance on this LOC is $ 0.

 On March
13, 2024, this LOC Agreement was extended for one year to March 13, 2025 (See Note 19).

 NOTE 19 – SUBSEQUENT
EVENTS

 On January 1, 2024 a
 10 % Secured Convertible Noteholder converted a Note consisting of $ 280,120 plus accrued interest of $ 205,773 into 5,399 shares of the
Company's Series B Preferred Stock at a conversion price of $ 90.00 per share. The Company reversed the $ 205,733 cumulative accrued
interest associated with the Note upon conversion.

 On February 22, 2024
the Company and Raymond James & Associates, Inc. mutually agreed to terminate their agreement.

 On February 22, 2024
the Company engaged merchant bank Wind River Capital, LLC in a consultative capacity to advise on capital funding and strategic initiatives.

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

 On March 13, 2024, the
Company entered into an Amendment to Investor Private Line of Credit (the "Amendment") with an existing shareholder of the
Company (the "Lender") (See Note 18). The Amendment extended the maturity date of the existing Investor Private Line of Credit
Agreement (the "Existing Agreement") with the Lender by one year, from March 13, 2024 to March 13, 2025.

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