OTC: RPMT

Our focus currently is
monetizing the Mazoola® Digital Wallet Platform in the Financial Technology (“FinTech”) industry and mainstream financial
services 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 and mainstream financial services 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 GDPRkidsTM Trustmark compliant technology
as an added feature, we believe we may have better market success.

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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 new California Privacy Protection
Agency (“CPPA”) to enforce it, The CPPA began enforcement on July 1, 2023. In 2023 privacy laws in Colorado, Connecticut,
Utah, and Virginia went into effect. In 2024, Montana, Oregon, and Texas also put privacy laws into effect. In 2025, Delaware, Iowa, Maryland,
Minnesota, Nebraska New Hampshire, New Jersey, and Tennessee all enacted privacy laws. Indiana, Kentucky, and Rhode Island are expected
to enact privacy laws in 2026.

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

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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 GDPRkidsTM
Trustmark from PRIVO.

We anticipate that revenues generated from the
Platform will come from multiple sources depending on the level of service and facilities requested. There would 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 2025, global population data indicate that
approximately 25% of the world’s population is under age 15. With the global population now estimated to be around 8.2 billion,
that equates to roughly 2.0 billion children under age 15. These children mostly belong to two demographic groups of interest: Generation
Z (“Gen Z”) and Generation Alpha (“Gen Alpha”).

Gen Z, those born between 1997 and 2010, continues
to be distinguished by growing up in a deeply digital environment. As younger consumers, they remain among the most internet-savvy generations.
While authoritative, public “global spending power” estimates for Gen Z vary significantly, recent studies highlight sustained
digital-first consumption patterns. Younger consumers increasingly rely on smartphones and digital wallets for purchases, accelerating
a broader shift away from cash. A 2025 report observed that roughly half of global consumers now use a digital wallet - with younger users,
especially under 24, disproportionately likely to use mobile payments for everyday spending.

Gen Alpha, those born since 2010, continues to
grow as a group shaped entirely by 21st-century digital technologies. They stand to be the most technologically native generation yet,
likely to demand high-quality digital products and show brand discernment from an early age. As they mature into teenagers and young adults
over the coming years, their influence on family spending, peer consumption, and digital-first financial habits is expected to rise.

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),
technology, and then providing them with the increasingly easy opportunity to do so.

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From a market perspective, the FinTech industry
continues to expand significantly. The global fintech market was valued at approximately $340 billion (USD) in 2024 and is expected to
be approximately $395 billion (USD) for 2025, with a long-range forecast exceeding $1 trillion (USD) by 2032.

Digital payments, one of FinTech’s largest
segments, remain a key growth driver. Recent data suggest the global digital payment market is expected to reach about $122 billion (USD)
in 2025, with robust growth through the decade. Meanwhile, digital wallets are becoming increasingly abundant. A 2025 industry report
estimates there are approximately 4.5 billion global digital wallet users this year, with forecasts pointing to about 6 billion
by 2030.

Moreover, mobile payments continue to scale dramatically.
Studies from 2024–2025 show that the number of mobile-payments users has surpassed 2 billion globally, reinforcing the trend
toward mobile-first financial behavior.

The key metrics to the FinTech industry are as
follows:

·
The U.S. Fintech market has achieved a $4.56 trillion
market size in 2025 and projects a Compound Annual Growth Rate (CAGR) of 11.2% over the next 10 years.

·
In the U.S., the leading FinTech segment is digital
payment, which exceeded $3 trillion in 2025 and projects an increase to approximately $7 trillion by 2029.

·
Mobile POS Payments comprise the largest digital
payment sector with a total transaction value of approximately $2 trillion in 2025.

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

·
In 2025, the U.S. accounted for more than 62% of
the global FinTech transaction value.

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

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

·
In 2025, 9 out of 10 Americans were using digital
payments.

FinTech companies are not restricted to the same
degree by regulatory compliance or antiquated systems as the established financial services companies are. However, 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 2025, over three quarters (77%) of the U.S. population used a digital banking service. Additionally,
a recent study found that 99% of Gen Z and 98% of millennials indicated that they use mobile banking.

Given these shifting demographics and rapid FinTech
adoption, the opportunity for a financial platform tailored to younger generations remains compelling. With Gen Z already entrenched in
mobile-first habits and Gen Alpha growing up in an entirely digital world, there is a growing need for financial solutions that address
their unique behaviors and preferences.

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).

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The global P2P payment market was valued at $4.3
trillion in 2025 and is projected to grow to almost $13 trillion by 2032. In 2025, the largest P2P money transfer service has an estimated
annual transaction volume of $1 trillion with over 430 million users worldwide.

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 of $7.3 billion globally
in 2023. In 2025, Robo-advisors managed $16 trillion in assets. In the next 10 years, AI is anticipated to handle 95% of all customer
interactions.

The global mobile payment market size was valued
as high as $7 trillion in 2024 and is projected to grow to $28 trillion by 2032. Through 2024, mobile payment apps are used by more than
2 billion people globally, growing by millions each year. The number of unique contactless mobile payment users worldwide surpassed 1
billion in 2024.

In 2025 there were over 5 billion digital wallet
users worldwide. This number is projected to increase by 35% over the next five years. Global digital wallet spending is projected to
be approximately $15 trillion in 2025. In 2024, 81% of customers in the US used mobile devices to manage their bank accounts at least
once per month.

Against this backdrop, REGO believes the market
is primed for its unique digital family life cycle platform. This platform is designed to give Gen Z and Gen Alpha a safe, modern, and
responsible alternative to traditional banking. It also solves current limitations on their ability to safely transact using mobile payment
solutions for both brick & mortar retail outlets and online shopping. Furthermore, it includes the added benefit of teaching financial
responsibility.

In 2024 the Company expanded its product offerings
to address another vulnerable demographic: aging parents. There is an emerging demand for tools that help families manage and protect
elder finances. A report published by Cornerstone Advisors states that in 2023, Americans over the age of 60 incurred more than $38 billion
in losses due to financial exploitation, triple the amount they lost in 2022. Investment scams against the elderly in 2023 exceeded $1
billion for the first time. To that end, the percentage of consumers involved in managing their parents’ financial lives is poised
to explode. Surveys indicate that management of parental finances will grow to approximately 40% of the population within the next 10
years. The Cornerstone report estimates parental financial management to be a $1 billion opportunity for financial institutions.

In summary, demographic trends plus accelerating
FinTech adoption underscore a generational shift in how people, young and old, access and manage money. REGO’s strategic positioning
and product suite align with that shift, potentially placing the Company at the forefront of a multi-decade movement toward digital, inclusive,
and generation-aware financial services.

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 Company’s products 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 has 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 GDPRkidsTM 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.

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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 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. In August 2024, the US Department of Justice filed a lawsuit against TikTok for several COPPA related violations. Among the violations,
the lawsuit mentions failure to comply with COPPA for accounts specifically administered in the platform’s “Kids Mode”
and for improperly amassing profiles on “Kids Mode” users. The complaint seeks civil penalties of up to $51,744 per violation
per day from January 10, 2024 to present for the improper collection of children’s data, as well as permanent injunctive relief
to prevent future violations of the COPPA Rule.

A number of foreign governments
also have either 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 doing 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 Walt Disney Company was fined $10 million in 2025 for COPPA violations associated
with YouTube.

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 2025, Gen Z has approximately $450 billion globally in purchasing power. Over 70% of Gen Z say they
influence family decisions around furniture, household goods, food and beverages purchases. They are two 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 2025, 35 states have enacted a 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.

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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 and Gen Alpha, a digital native population of post-millennial youth.

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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.

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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. In 2024, the Company sold the Oink.com domain name in a private sale to a
third party for $60,000. 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). All European trademarks associated with Virtual Piggy were not renewed and expired in 2024. 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 2025 and 2024,
our research and product development expenses were approximately $3.3 million and $3.3 million, all of which were borne by us.

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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 2026, 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 June 13, 2024, we executed a strategic partnership
agreement with Computer Services, Inc. (“CSI”). Pursuant to this agreement, we will integrate our certified COPPA-compliant
white label Family Wallet Banking-as-a-Platform into CSI’s digital banking platform. The agreement will make our family wallet available
to CSI’s network of over 500 financial institution customers to allow end-user customers of subscribing financial institutions to
utilize our family wallet. On November 14, 2024, we announced collaboration with Jack Henry & Associates to offer our family wallet
to their network of approximately 7,500 financial institutions.

Our Plan of Operation

We launched our direct-to-consumer Mazoola® app
in 2021. In 2025, we built upon this to launch our Family Wallet white-label solution for banks and credit unions, which included:

·
Launched our first Family Wallet white-label solution
for a $7 billion AUM bank with over 160,000 customers

·
Advanced our second Family Wallet white-label solution
integration to Beta stage for a $6 billion AUM credit union with expected launch in Q1 2026

·
Created core integrations to support white-label
clients which can be reused with other financial institutions

·
Updated our database architecture to cost-effectively
support separate table sets for banks of all sizes

·
Created a child-only version of our mobile app for
use by our white-label clients

·
Passed both SOC 2 Type I and SOC 2 Type II audits

·
Implemented systems for tracking and updating SOC
requirements going forward to streamline annual SOC 2 Type II audits

·
Implemented systems allowing us to send emails from
domains belonging to our white-label clients

·
Established strategic partnerships for staff-scaling
to meet white-label client demand

·
Worked with partners to create card controls integration

·
Finished the prototype of the Senior Guard product

·
Created a standard library of over 500 test cases
to be used for automated frontend testing

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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.

Sales
and Marketing Strategy

Brand Positioning:

Rego will position itself
as the premier platform for family-focused financial solutions, with a unique value proposition that emphasizes ease of use, security,
and customization. The brand will highlight its white-label capabilities, making it attractive to financial institutions seeking to provide
innovative solutions to their customers.

Customer Acquisition:

Partnerships with Financial
Institutions: By positioning Rego as an essential tool for family banking, Rego will seek partnerships with a wide range of financial
institutions, from small credit unions to large national banks.

Digital Marketing: Targeted
digital marketing campaigns will focus on families, specifically those with children, aging parents, or young adults starting to manage
their finances. Social media, content marketing, and email campaigns will drive awareness and adoption.

Customer Retention:

Value-Added Features:
Rego will offer personalized insights and educational content to engage users and keep them coming back to the platform.

Family-Focused Events
& Webinars: Offering family-oriented financial education webinars and events will further cement Rego’s role as a trusted advisor
for family finances.

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 2026 resources on product distribution and integration costs associated with the rollout of the Platform to subscribing financial
institutions.

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Government
Regulation

The industry which we
serve is subject to regulation by the FTC, laws such as COPPA, and other laws relating to data 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, 2025,
we had 5 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.