INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f)
or 13d-1(g), check the following box. o
SCHEDULE 13D
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1.
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NAMES OF REPORTING PERSONS
Peter S. Pelullo
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)o
(b)o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
PF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
o
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania, USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7.
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SOLE
VOTING POWER
15,353,983
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8.
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SHARED VOTING POWER 0
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9.
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SOLE
DISPOSITIVE POWER
15,353,983
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10.
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SHARED DISPOSITIVE POWER 0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,353,983
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.76%
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14.
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TYPE OF REPORTING PERSON
IN
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EXPLANATORY NOTE
The purpose of this Amended Schedule 13D filing is to disclose
revised ownership of REGO Payment Architectures, Inc. (the “Company”) Common Stock par value $0.0001 (the “Stock”).
On or about May 1, 2020, the Reporting Person, through its affiliate, International Corporate Management, Inc., sold an aggregate
of 1,540,000 shares of Company Common Stock to a third party in satisfaction of certain payment obligations. On April 12, 2018
the Reporting Person was granted stock options to purchase 750,000 shares of Company Common Stock at an exercise price of $0.2595
per share for five years expiring April 12, 2023.
This Schedule 13D is being filed by the Reporting Person
to disclose its ownership of approximately 12.76% of the Company’s outstanding Stock.
Item 1. Security and Issuer.
The name of the issuer is REGO Payment Architectures, Inc., a Delaware
corporation which has its principal offices at 265 Sunrise Blvd., Palm Beach, FL 33480. This statement relates to the Company’s
Common Stock par value $0.0001.
Item 2. Identity and Background.
(a)-(f). This Schedule 13D is being filed by Peter S. Pelullo,
who has his principal address at 2501 S. Wharton St Building J, Philadelphia, PA 19146 (the “Reporting Person”).
During the last five years, the Reporting Person has not been
(A) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (B) a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person used his personal funds to purchase the
Stock of the Company.
Item 4. Purpose of Transaction.
On or about May 1, 2020, the Reporting Person, through its
affiliate, International Corporate Management, Inc., sold an aggregate of 1,540,000 shares of Company Common Stock to a third
party in satisfaction of certain payment obligations. On April 12, 2018, the Reporting Person was granted stock options to purchase
750,000 shares of Company Common Stock at an exercise price of $0.2595 per share for five years expiring April 12, 2023.
Item 5. Interest in Securities of the Issuer.
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(a)
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The
Reporting Person is the beneficial owner of 14,603,983 shares of Company Stock together
with options to purchase 750,000 shares, representing 12.76% of the outstanding shares
of the Company’s Stock (based on the number of outstanding shares on August 14,
2020). 4,792,858 of the shares are owned directly by Peter S. Pelullo and 9,811,125 of
the shares and options to purchase 750,000 shares are held by International Corporate
Management, Inc. (an entity of which the Reporting Person is a beneficial owner).
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Said amount includes all shares issuable to the Reporting Person
on account of Warrants held by the Reporting Person exercisable within sixty (60) days of the date of this report. Other than as
described therein, the Reporting Person does not own any other securities of the Company.
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(b)
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The
Reporting Person has the sole power to vote and dispose of the 15,353,983 shares of Company
Stock.
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(c)
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Except for the transactions described in the Explanatory Note above, the Reporting Person did not effect any transactions in
the issuer’s securities within the past 60 days.
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(d)
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No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Reporting Person’s securities.
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Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
None
SIGNATURES
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 27, 2020
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By:
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/s/ Peter S. Pelullo
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Name: Peter S. Pelullo
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