Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 15, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-53574 | |
Entity Registrant Name | Basanite, Inc. | |
Entity Central Index Key | 0001448705 | |
Entity Tax Identification Number | 20-4959207 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 2041 NW 15th Avenue | |
Entity Address, City or Town | Pompano Beach | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33069 | |
City Area Code | (954) | |
Local Phone Number | 532-4653 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 248,520,598 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash | $ 1,308,227 | $ 259,505 |
Accounts receivable, net | 35,963 | 1,907 |
Inventory | 654,128 | 446,575 |
Prepaid expenses | 76,546 | 40,283 |
Deposits and other current assets | 266,199 | 75,995 |
TOTAL CURRENT ASSETS | 2,341,063 | 824,265 |
Lease right-of-use asset | 816,703 | 1,004,167 |
Fixed assets, net | 2,611,376 | 1,020,035 |
Total long term assets | 3,428,079 | 2,024,202 |
TOTAL ASSETS | 5,769,142 | 2,848,467 |
CURRENT LIABILITIES | ||
Accounts payable | 150,184 | 249,353 |
Accrued expenses | 210,413 | 197,350 |
Accrued legal liability | 165,000 | 809,127 |
Notes payable | 478,704 | 128,021 |
Notes payable – related party | 300,000 | 0 |
Notes payable - convertible, net | 0 | 10,000 |
Notes payable - convertible - related party, net | 1,689,746 | 1,025,000 |
Subscription liability | 40,000 | |
Lease liability - current portion | 308,697 | 267,289 |
TOTAL CURRENT LIABILITIES | 3,302,744 | 2,726,140 |
Lease liability - net of current portion | 587,972 | 826,388 |
TOTAL LIABILITIES | 3,890,716 | 3,552,528 |
STOCKHOLDERS’ EQUITY (DEFICIT) | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized, none issued and outstanding | ||
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 248,520,598 and 224,836,785 shares issued and outstanding, respectively as of September 30, 2021, and December 31, 2020 | 248,522 | 224,838 |
Additional paid-in capital | 41,936,255 | 28,714,488 |
Accumulated deficit | (40,306,351) | (29,643,387) |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | 1,878,426 | (704,061) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 5,769,142 | $ 2,848,467 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 248,520,598 | 224,836,785 |
Common stock, shares outstanding | 248,520,598 | 224,836,785 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue | ||||
Products Sales - rebar | $ 155,477 | $ 2,408 | $ 175,162 | $ 4,626 |
Total Cost of goods sold | 176,994 | 919 | 194,687 | 3,065 |
Gross (loss) profit | (21,517) | 1,489 | (19,525) | 1,561 |
OPERATING EXPENSES | ||||
Professional fees | 382,233 | 127,294 | 575,320 | 290,168 |
Payroll, taxes and benefits | 301,732 | 107,284 | 856,530 | 507,170 |
Consulting | 173,050 | 71,260 | 403,675 | 170,198 |
General and administrative | 775,941 | 402,217 | 2,309,878 | 903,279 |
Total operating expenses | 1,632,956 | 708,055 | 4,145,403 | 1,870,815 |
NET LOSS FROM OPERATIONS | (1,654,473) | (706,566) | (4,164,928) | (1,869,254) |
OTHER INCOME (EXPENSE) | ||||
Gain on settlement of legal contingency | 94,127 | 40,838 | 438,649 | 40,838 |
Miscellaneous income | 70,817 | |||
Gain on settlement of payable | 8,131 | 292,112 | 8,131 | 292,112 |
Loss on extinguishment of debt | (63,914) | (6,743,015) | (62,934) | |
Loan forgiveness | 124,143 | |||
Interest expense | (120,070) | (550,094) | (325,944) | (801,925) |
Total other expense | (17,812) | (281,058) | (6,498,036) | (461,092) |
NET LOSS | $ (1,672,285) | $ (987,624) | $ (10,662,964) | $ (2,330,346) |
Net loss per share - basic and diluted | $ (0.007) | $ (0.005) | $ (0.046) | $ (0.011) |
Weighted average number of shares outstanding - basic and diluted | 238,136,804 | 213,142,631 | 233,829,833 | 207,868,768 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY (DEFICIT) (UNAUDITED) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 200,736 | $ 24,216,042 | $ (25,444,056) | $ (1,027,278) | |
Beginning balance, Shares at Dec. 31, 2019 | 200,735,730 | ||||
Net loss | (561,305) | (561,305) | |||
Ending balance, value at Mar. 31, 2020 | $ 200,736 | 24,216,042 | (26,005,361) | (1,588,583) | |
Ending balance, Shares at Mar. 31, 2020 | 200,735,730 | ||||
Beginning balance, value at Dec. 31, 2019 | $ 200,736 | 24,216,042 | (25,444,056) | (1,027,278) | |
Beginning balance, Shares at Dec. 31, 2019 | 200,735,730 | ||||
Ending balance, value at Sep. 30, 2020 | $ 214,404 | 26,674,521 | (27,774,402) | (885,477) | |
Ending balance, Shares at Sep. 30, 2020 | 214,403,145 | ||||
Beginning balance, value at Mar. 31, 2020 | $ 200,736 | 24,216,042 | (26,005,361) | (1,588,583) | |
Beginning balance, Shares at Mar. 31, 2020 | 200,735,730 | ||||
Stock issued for cash | $ 6,041 | 610,626 | 616,667 | ||
Stock issued for cash, shares | 6,040,614 | ||||
Return of shares issued as loan committee fee | $ (1,300) | (128,700) | (130,000) | ||
Return of shares issued as loan committee fee, Shares | (1,300,000) | ||||
Conversion of convertible debt and debt discount | $ 3,125 | 761,932 | 765,057 | ||
Conversion of convertible debt and debt discount, shares | 3,125,201 | ||||
Net loss | (781,417) | (781,417) | |||
Ending balance, value at Jun. 30, 2020 | $ 208,602 | 25,459,900 | (26,786,778) | (1,118,276) | |
Ending balance, Shares at Jun. 30, 2020 | 208,601,545 | ||||
Warrants exercised for cash | $ 500 | 37,000 | 37,500 | ||
Warrants exercised for cash, Shares | 500,000 | ||||
Stock issued for cash | $ 163 | 29,837 | 30,000 | ||
Stock issued for cash, shares | 163,043 | ||||
Conversion of convertible debt and debt discount | $ 5,139 | 1,147,784 | 1,152,923 | ||
Conversion of convertible debt and debt discount, shares | 5,138,557 | ||||
Net loss | (987,624) | (987,624) | |||
Ending balance, value at Sep. 30, 2020 | $ 214,404 | 26,674,521 | (27,774,402) | (885,477) | |
Ending balance, Shares at Sep. 30, 2020 | 214,403,145 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 224,838 | 28,714,488 | (29,643,387) | (704,061) | |
Beginning balance, Shares at Dec. 31, 2020 | 224,836,785 | ||||
Warrants exercised for cash | $ 1,000 | 122,500 | 123,500 | ||
Warrants exercised for cash, Shares | 1,000,000 | ||||
Stock-based compensation | $ 600 | 173,400 | 174,000 | ||
Stock-based compensation, shares | 600,000 | ||||
Stock issued for cash | $ 450 | 89,550 | 90,000 | ||
Stock issued for cash, shares | 450,000 | ||||
Warrants issued | 3,686,123 | 3,686,123 | |||
Net loss | (4,672,205) | (4,672,205) | |||
Ending balance, value at Mar. 31, 2021 | $ 226,888 | 32,786,061 | (34,315,592) | (1,302,643) | |
Ending balance, Shares at Mar. 31, 2021 | 226,886,785 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 224,838 | 28,714,488 | (29,643,387) | (704,061) | |
Beginning balance, Shares at Dec. 31, 2020 | 224,836,785 | ||||
Ending balance, value at Sep. 30, 2021 | $ 248,522 | 41,936,255 | (40,306,351) | 1,878,426 | |
Ending balance, Shares at Sep. 30, 2021 | 248,520,598 | ||||
Beginning balance, value at Mar. 31, 2021 | $ 226,888 | 32,786,061 | (34,315,592) | (1,302,643) | |
Beginning balance, Shares at Mar. 31, 2021 | 226,886,785 | ||||
Stock-based compensation | $ 900 | 554,625 | 555,525 | ||
Stock-based compensation, shares | 900,000 | ||||
Stock issued for cash | $ 735 | 241,041 | 241,776 | ||
Stock issued for cash, shares | 735,669 | ||||
Warrants issued | 3,362,091 | 3,362,091 | |||
Net loss | (4,318,474) | (4,318,474) | |||
Ending balance, value at Jun. 30, 2021 | $ 228,523 | 36,943,818 | (38,634,066) | (1,461,725) | |
Ending balance, Shares at Jun. 30, 2021 | 228,522,454 | ||||
Stock-based compensation | $ 600 | 288,950 | 289,550 | ||
Stock-based compensation, shares | 600,000 | ||||
Stock issued for cash | $ 19,399 | 4,703,487 | 4,722,886 | ||
Stock issued for cash, shares | 19,398,144 | ||||
Net loss | (1,672,285) | (1,672,285) | |||
Ending balance, value at Sep. 30, 2021 | $ 248,522 | $ 41,936,255 | $ (40,306,351) | $ 1,878,426 | |
Ending balance, Shares at Sep. 30, 2021 | 248,520,598 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (10,662,964) | $ (2,330,346) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Lease right-of-use asset amortization | 187,464 | 160,856 |
Depreciation | 96,355 | 85,875 |
Amortization of debt discount | 674,202 | |
Gain on settlement of legal contingency | (438,649) | (40,838) |
Gain on settlement payable | (8,131) | |
Loss on extinguishment of debt | 6,743,015 | 62,934 |
Loan forgiveness | (124,143) | |
Stock-based compensation | 1,019,075 | 78,590 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (36,263) | (14,499) |
Inventory | (207,553) | (46,173) |
Accounts receivable | (34,056) | |
Other current assets | (9,004) | 4,955 |
Accounts payable and accrued expenses | (167,424) | (174,174) |
Subscription liability | (40,000) | 90,000 |
Lease liability | (197,008) | (164,310) |
Net cash used in operating activities | (3,879,286) | (1,612,928) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of equipment | (1,687,696) | (115,956) |
Deposits on machinery and equipment | (181,200) | |
Net cash used in investing activities | (1,868,896) | (115,956) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of common stock | 5,054,662 | 684,167 |
Proceeds from warrants exercised for cash | 123,500 | |
Repayment of convertible notes payable and convertible notes payable related party | (35,000) | (348,000) |
Proceeds from notes payable and notes payable related party | 1,491,194 | 166,727 |
Proceeds from convertible notes payable and convertible notes payable related party | 579,741 | 1,720,000 |
Repayment of notes payable and notes payable related party | (417,193) | (47,250) |
Net cash provided by financing activities | 6,796,904 | 2,175,644 |
NET INCREASE IN CASH | 1,048,722 | 446,760 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 259,505 | 129,152 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 1,308,227 | 575,912 |
Supplemental cash flow information: | ||
Cash paid for interest | 34,747 | |
Forgiveness of Paycheck Protection Program loan and accrued interest | 124,143 | |
Supplemental disclosure of non-cash investing and financing activities: | ||
Conversion of notes payable into common stock | 1,487,386 | 150,000 |
Return of loan commitment shares | (130,000) | |
Issuance of warrants for services | 143,595 | |
Recording of debt discount on convertible notes | 685,000 | |
Conversion of convertible notes payable into common stock | 961,373 | |
Conversion of note payable in exchange for cash | $ 300,000 |
ORGANIZATION, NATURE OF BUSINES
ORGANIZATION, NATURE OF BUSINESS AND GOING CONCERN | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION, NATURE OF BUSINESS AND GOING CONCERN | NOTE 1 – ORGANIZATION, NATURE OF BUSINESS AND GOING CONCERN (A) Description of Business Basanite, Inc., a Nevada corporation (the “Company”, “Basanite”, “we”, “us”, “our” or similar terminology), through our wholly owned subsidiary, Basanite Industries, LLC, a Delaware limited liability company (“BI”), manufactures a range of “green” (environmentally friendly), sustainable, non-corrosive, lightweight, composite products used in concrete reinforcement by the construction industry. Our core product is BasaFlex™, a basalt fiber reinforced polymer reinforcing bar (“rebar”) which we believe is a stronger, lighter, sustainable, non-conductive and corrosion-proof alternative to traditional steel. Our two other main product lines are BasaMix™, which are fine denier basalt fibers available in various chopped sizes, and BasaMesh™, a line of Basalt Geogrid Mesh Rolls, intended to replace welded wire mesh (made of steel) and other fiber reinforced polymer (“FRB”) grids and mesh. BasaMix™ is designed to help absorb the stresses associated with early-aged plastic shrinkage and settlement cracking in concrete, as well as providing an increased toughness for enhanced reinforcement in Slab-on-Grade ("SOG”) and precast elements. BasaMix™ also serves in a “system approach” for optimum performance of a concrete element when used in conjunction with our BasaFlex™ rebar. BasaMesh™ is designed for secondary and temperature shrinkage reinforcement. BasaMesh™ can also work in conjunction with the BasaFlex™ rebar or BasaMix™ for a total reinforcement program. Each of our products is specifically designed to extend the lifecycle of concrete products by eliminating “concrete spalling.” Spalling results from the steel reinforcing materials embedded within the concrete member rusting (contrary to popular belief, concrete is porous and water can permeate into concrete). Rusting leads to the steel expanding and eventually causing the surrounding concrete to delaminate, crack, or even break off, resulting in potential structural failure. We believe that each Basanite product addresses this important need along with other key requirements in today’s construction market. We believe that the following attributes of BasaFlex™ provide it with a competitive advantage in the marketplace: · BasaFlex™ never corrodes · BasaFlex™ is sustainable: · BasaFlex™ is “green”: BasaFlex™ · BasaFlex™ has a lower in-place cost (B) Liquidity and Management Plans · an accumulated deficit of $ 40,306,351 29,643,387 · a working capital deficiency of $ 961,681 1,901,875 · cash used in operations of $ 3,879,286 2,799,499 Losses have principally occurred as a result of the substantial resources required for product research and development and for marketing of the Company’s products; including the general and administrative expenses associated with the organization. While we have generated relatively little revenue to date, we continue to receive inquiries from a range of customers for our products, indicating what we believe is a significant level of market interest for BasaFlex™. Based on our current limited manufacturing capacity there is no guarantee that orders will actually be received. We have historically satisfied our working capital requirements through the sale of restricted common stock and the issuance of warrants and promissory notes. Until we are able to internally generate meaningful revenue and positive cash flow, we will attempt to fund working capital requirements through third party financing, including through potential private or public offerings of our securities as well as bridge or other loan arrangements. However, a number of factors continue to hinder the Company’s ability to attract new capital investment. We cannot provide any assurances that the required capital will be obtained at all, or that the terms of such required capital may be acceptable to us. If we are unable to obtain adequate financing, we may reduce our operating activities to reduce our cash use until sufficient funding is secured. If we are unable to secure funding when needed, our results of operations may suffer, and our business may fail. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. At September 30, 2021, the Company had cash of $ 1,308,227 259,505 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (A) Use of Estimates in Financial Statements The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 those estimates. Stock-based compensation and stock awards related to convertible debt instruments are recognized based on the fair value of the awards granted. The fair value of each award or conversion feature is typically estimated on the grant date using the Black-Scholes pricing model. The Black-Scholes pricing model requires the input of highly subjective assumptions, including the fair value of the underlying common stock, the expected term of the option, the expected volatility of the price of our common stock, risk-free interest rates and the expected dividend yield of our common stock. The assumptions used to determine the fair value of the stock awards represent management’s best estimates. These estimates involve inherent (B) Principles of Consolidation The condensed consolidated financial statements include the accounts of Basanite, Inc. and its wholly owned subsidiaries, Basanite Industries, LLC and Basalt America, LLC. All intercompany balances have been eliminated in consolidation. The Company’s operations are conducted primarily through Basanite Industries, LLC. Basalt America, LLC is currently inactive. (C) Cash The Company considers all highly liquid temporary cash instruments with an original maturity of three months or less to be cash equivalents. The Company places its cash, cash equivalents and restricted cash on deposit with financial institutions in the United States, which are insured by the Federal Deposit Insurance Company “("FDIC") up to $ 250,000 (D) Inventories The Company’s inventories consist of raw materials, work in process and finished goods, both purchased and manufactured. Inventories are stated at lower of cost or net realizable value. Cost is determined on the first-in, first-out basis. Raw materials inventory The Company’s inventory at September 30, 2021 and December 31, 2020 was comprised of: Schedule of Inventory September 30, December 31, (Unaudited) Finished goods $ 515,077 $ 305,550 Work in process 47,233 35,286 Raw materials 91,818 105,739 Total inventory $ 654,128 $ 446,575 (E) Fixed assets Fixed assets consist of the following: Schedule of Fixed Assets September 30, December 31, (Unaudited) Computer equipment $ 117,141 $ 15,780 Machinery 686,237 667,536 Leasehold improvements 163,882 161,579 Office furniture and equipment 71,292 71,292 Land improvements 7,270 7,270 Website development 2,500 2,500 Construction in process 1,800,281 234,950 2,848,603 1,160,907 Accumulated depreciation (237,227 ) (140,872 ) $ 2,611,376 $ 1,020,035 Depreciation expense for the three and nine months ended September 30, 2021 was $ 32,430 96,355 30,102 85,875 (F) Deposits and other current assets The Company’s deposits and other current assets consist of the deposits made on equipment, security deposits, utility deposits and other receivables. The deposits are reclassified as part of the fixed asset cost when received and placed into service. (G) Loss Per Share The basic loss per share is calculated by dividing the Company's net loss available to common shareholders by the weighted average number of common shares during the period. The diluted loss per share is calculated by dividing the Company's net loss by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. The following are potentially dilutive shares not included in the loss per share computation: Schedule of Dilutive Shares Not Included in Loss Per Share Computation September 30, December 31, (Unaudited) Options 4,727,778 4,542,500 Warrants 117,691,666 38,920,378 Convertible securities 182,403,859 112,233,406 Total 304,823,303 155,696,284 (H) Stock-Based Compensation The Company recognizes compensation costs to employees under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation – Stock Compensation. Under FASB ASC Topic 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the grant. The Company entered into a consulting agreement with Bridgeview Capital on July 9, 2020, for strategic planning and financial markets services in exchange for shares of restricted common stock as compensation. The term of the agreement is for six months with the option for renewal quarterly. Upon execution of the agreement, 600,000 0.29 350,000 350,000 0.35 122,500 The Company entered into a consulting agreement with Seth Shaw on October 13, 2020, for strategic planning and financial markets services in exchange for shares of restricted common stock. The term of the agreement is for six months with the option for renewal quarterly. Upon execution of the agreement, no shares were due to be issued. If the Company agrees to renew each quarter, 250,000 250,000 0.35 87,500 The Company entered into a renewed consulting agreement with Frederick Berndt on September 3, 2021, for strategic planning and financial markets services in exchange for shares of restricted common stock and cash compensation of $ 12,500 250,000 250,000 0.256 64,045 Upon execution of the renewed agreement, 275,000 0.29 79,550 (I) Revenue Recognition We recognize revenue when control of the promised goods or services is transferred to The Company’s customers in an amount that reflects the consideration we expected to be entitled to in exchange for those goods or services. The timing of revenue recognition largely is dependent on shipping terms. Revenue is recorded at the time of shipment for terms designated free on board (“FOB”) shipping point. For sales transactions designated FOB destination, revenue is recorded when the product is delivered to the customer’s delivery site. All revenues recognized are net of trade allowances, cash discounts, and sales returns. Trade allowances are based on the estimated obligations. Adjustments to earnings resulting from revisions to estimates on discounts and returns have been immaterial for each of the reported periods. Shipping and handling amounts billed to a customer as part of a sales transaction are included in revenues, and the related costs are included in cost of goods sold. Shipping and handling is treated as a fulfillment activity, rather than a promised service, and therefore is not considered a separate performance obligation. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and other Options (Subtopic 70-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s instruments by removing major separation models required under current accounting principles generally accepted in the United States of America (“U.S. GAAP”). ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exceptions and also simplifies the diluted earnings per share calculation in certain areas. The standard is effective for public business entities, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years and interim periods within those fiscal years beginning after December 15, 2021. The Company early adopted this standard on January 1, 2021. By no longer recording embedded conversion features separately from the convertible debt instrument, and instead as a single liability, the Company’s financial statements reflect a more simplified view of convertible debt instruments and cash interest expense that is believed to be more relevant than an imputed interest expense that results from the separation of conversion features previously required by U.S. GAAP. The adoption of this standard had no material effect on the Company's condensed consolidated financial statements as of September 30, 2021. |
OPERATING LEASE
OPERATING LEASE | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
OPERATING LEASE | NOTE 4 – OPERATING LEASE On January 18, 2019, the Company entered into an agreement to lease approximately 25,470 square feet of office and manufacturing space in Pompano Beach, Florida through March 2024. On March 25, 2019, the Company entered into an amendment to the agreement to increase the square footage of leased premises to 36,900 square feet, increasing the Company’s base rent obligation to be approximately $ 33,825 The right-of-use asset is composed of the sum of all remaining lease payments plus any initial direct costs and is amortized over the life of the expected lease term. For the expected term of the lease, the Company used the initial term of the five-year lease. If the Company does elect to exercise its option to extend the lease for another five years, which election will be treated as a lease modification and the lease will be reviewed for remeasurement. The future minimum lease payments to be made under the operating lease as of September 30, 2021, are as follows: Schedule of Maturity of Operating Lease Liability 2021 $ 104,520 2022 427,484 2023 440,308 2024 110,888 Total minimum lease payments 1,083,196 Discount (186,527 ) Operating lease liability $ 896,669 Operating lease liabilities are based on the net present value of the remaining lease payments over the remaining lease term. In determining the present value of lease payments, the Company used the incremental borrowing rate based on the information available at the lease commencement date. As of September 30, 2020, the weighted-average remaining lease term is 3.5 15.0 107,117 106,920 321,153 322,103 |
NOTES PAYABLE _ CONVERTIBLE
NOTES PAYABLE – CONVERTIBLE | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE – CONVERTIBLE | NOTE 5 – NOTES PAYABLE – CONVERTIBLE Convertible Notes payable, net of the related debt discounts, totaled $ 0 10,000 On August 3, 2020, the Company issued an unsecured convertible promissory note to an investor in exchange for $ 10,000 18 6 500,000 0.01 10,000 1,007 Interest expense for the Company’s convertible notes payable for the three and nine months ended September 30, 2021, was $ 0 161 184,182 460,787 Accrued interest for the Company’s convertible notes payable on September 30, 2021, and December 31, 2020 was $ 0 760 |
NOTES PAYABLE _ CONVERTIBLE _ R
NOTES PAYABLE – CONVERTIBLE – RELATED PARTY | 9 Months Ended |
Sep. 30, 2021 | |
Notes Payable Convertible Related Party | |
NOTES PAYABLE – CONVERTIBLE – RELATED PARTY | NOTE 6 – NOTES PAYABLE – CONVERTIBLE – RELATED PARTY Convertible Notes payable – related party, net of the related debt discounts, totaled 1,689,746 1,025,000 On August 3, 2020, the Company issued a secured convertible promissory note to certain investors in exchange for $ 1,000,000 20 6 0.275 This note contains a negative covenant that requires the Company to obtain consent prior to incurring any additional equity or debt investments and is secured by all of the assets of the Company. The Richard A. LoRicco Sr. and Lucille M. LoRicco Irrevocable Insurance Trust DTD 4/28/95, Louis Demaio as Trustee (the “Trust”) is the holder of $ 750,000 Ronald J. LoRicco Sr. does not have voting or investment control of or power over the Trust but is an anticipated, partial beneficiary of the Trust. On February 12, 2021, the Company exchanged the original debt for a newly issued amended and restated secured convertible promissory note with a new principal balance of $ 1,610,005 20 3 1,000,000 110,005 15,000,000 0.20 3,686,136 On May 12, 2021, the Company extended the debt for a newly issued amended and restated secured convertible promissory note with a new principal balance of $ 1,689,746 20 9 1,610,005 79,742 7,500,000 5 0.35 1,874,705 0.275 Interest expense for the Company’s convertible notes payable – related parties for the three and nine months ended September 30, 2021, was $ 88,244 239,766 71,803 314,582 Accrued interest for the Company’s convertible notes payable – related parties on September 30, 2021, and December 31, 2020, was $134,292 $86,574 |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 7 – NOTES PAYABLE Notes payable totaled $ 478,704 128,021 9.67 17,957 On February 25, 2021, the Company entered a promissory note agreement with its bank for $ 165,747 1.0 On April 2, 2021, the Company issued a promissory note with an investor in exchange for $ 200,000 18 1 2,000,000 0.20 5 On April 9, 2021, the Company issued a promissory note with an investor in exchange for $ 50,000 18 1 500,000 0.20 5 On April 16, 2021, the Company issued a promissory note with an investor in exchange for $ 25,000 18 1 250,000 0.25 5 On April 16, 2021, the Company issued a promissory note with an investor in exchange for $ 20,000 18 1 200,000 0.25 5 Interest expense for the Company’s notes payable for the three and nine months ended September 30, 2021, was $ 23,666 53,784 1,405 6,110 Accrued interest for the Company’s notes payable on September 30, 2021, and December 31, 2020, was $ 27,760 0 |
NOTES PAYABLE - RELATED PARTY
NOTES PAYABLE - RELATED PARTY | 9 Months Ended |
Sep. 30, 2021 | |
Notes Payable - Related Party | |
NOTES PAYABLE - RELATED PARTY | NOTE 8 – NOTES PAYABLE - RELATED PARTY Related party notes payable totaled $ 300,000 0 On July 7, 2021, the Company issued a promissory note with an entity managed by Ronald J. LoRicco, Sr., a member of our Board of Directors, in exchange for $ 50,000 10 July 23, 2021 On July 7, 2021, the Company issued a promissory note with Michael V. Barbera, our Chairman of the Board, in exchange for $ 50,000 10 July 23, 2021 On July 15, 2021, the Company issued a promissory note with David Anderson, our Chief Operating Officer, in exchange for $ 20,000 10 July 23, 2021 On July 26, 2021, the Company issued a promissory note with David Anderson, our Chief Operating Officer, in exchange for $ 30,500 10 August 2, 2021 On July 27, 2021, the Company issued a promissory note with Simon Kay, our Interim Acting Chief Executive Officer and Principal Financial Officer, in exchange for $ 10,000 10 August 3, 2021 On August 6, 2021, the Company issued a promissory note with an entity managed by Ronald J. LoRicco, Sr., a member of our Board of Directors, in exchange for $ 100,000 10 August 24, 2021 Interest expense for the Company’s notes payable – related party for the three and nine months ended September 30, 2021, was $ 16,635 27,648 0 2,455 Accrued interest for the Company’s notes payable - related party on September 30, 2021, and December 31, 2020, was $ 27,648 0 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 – COMMITMENTS AND CONTINGENCIES On October 28 , 500,000 Supplier Agreement -- MEP Consulting Engineers, Inc. On July 23, 2020, the Company entered into an Exclusive Supplier Agreement with MEP Consulting Engineers, Inc. (“MEP”) of Miami, Florida. MEP engaged the Company as its sole and exclusive supplier and producer of basalt fiber reinforced polymer (“BFRP”) rebar, with the intent of developing a proprietary rebar to be named “Hurricane Bar.” The agreement also provides MEP with exclusive distribution rights to the Company’s BasaFlex™ BFRP rebar and other Company products in Miami-Dade County. The agreement is targeting substantial volumes of South Florida construction projects in the works, which is expected to generate material revenues over the 5 5,000,000 5 tion shall automatically expire after the end of the option period. An extension period is available through specific clauses in the agreement. The Company did produce product under this contract for the period ending September 30, 2021. The Company generated $ 31,141 Supplier Agreement -- CR Business Consultants, Inc On October 22, 2020, the Company entered into an Exclusive Supplier Agreement with CR Business Consultants, Inc. (“CRBC”). CRBC agreed to utilize the Company as its exclusive supplier for all Company products, and the Company has granted CRBC exclusive distribution rights of the Company’s products in the Republic of Costa Rica and the Republic of Panama. Furthermore, CRBC has key relationships that could be a source of additional customers for the Company in other territories with no geographic restrictions. The agreement is targeting multiple large projects in Costa Rica, to include the rebuilding of the Port of Limon, which Basanite has been specified. The recognized construction projects are expected to produce material revenues over the 5 5,000,000 5 The Company has not generated revenue under this contract for the period ending September 30, 2021. |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 10 – STOCKHOLDERS’ DEFICIT On July 9, 2021, 600,000 210,000 On August 17, 2021, the Company conducted the closing of a private placement offering to accredited investors of the Company’s units at a price of $0.275 per unit, with each unit consisting of: (i) one share of the Company’s common stock, (ii) a five-year, immediately exercisable warrant (“Warrant A”) to purchase one share of common stock at an exercise price of $0.33 per share (“Exercise Price”) and (iii) an additional five-year, immediately exercisable warrant to purchase one share of common stock at the Exercise Price (“Warrant B”). The Warrant A and Warrant B are identical, except that the Warrant B has a call feature in favor of the Company, as defined in the offering agreements. In connection with the closing, the Company entered into definitive securities purchase agreements with 19 accredited investors and issued an aggregate of 19,398,144 shares of common stock, Warrant A to purchase up to an aggregate of 19,398,144 shares of common stock, and Warrant B to purchase up to an aggregate of 19,398,144 shares of Common Stock (for an aggregate of 38,796,288 Warrant Shares), for aggregate gross proceeds to the Company of approximately $5,334,490. The Company expensed a total of $611,603 in related costs to the offering which has been capitalized and offset to the gross proceeds recorded in additional paid in capital. The Company sold 19,398,144 20,583,813 4,722,886 5,054,662 163,043 6,203,657 30,000 646,667 |
OPTIONS AND WARRANTS
OPTIONS AND WARRANTS | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
OPTIONS AND WARRANTS | NOTE 11 – OPTIONS AND WARRANTS Stock Options: The following table summarizes all option grants outstanding to consultants, directors and employees as of September 30, 2021, and December 31, 2020 and the related changes during these periods are presented below. Schedule of Summary of Options and Warrants Assumptions to Estimate Fair Value of Options Granted September 30, December 31, Options outstanding and exercisable 4,227,778 4,542,500 Weighted-average exercise price $ 0.33 $ 0.41 Aggregate intrinsic value $ 98,556 $ 118,148 Weighted-average remaining contractual term (years) 2.00 3.86 The Company chose the “straight-line” attribution method for allocating compensation costs of each stock option over the requisite service period using the Black-Scholes Option Pricing Model to calculate the grant date fair value. During the three months ended September 30, 2021, 500,000 1,592,500 1,277,778 Stock Warrants: The following table summarizes all warrant grants outstanding to consultants, directors and employees as well as investors as of September 30, 2021, and December 31, 2020 and the related changes during these periods are presented below. Schedule of Summary of Options and Warrants Assumptions to Estimate Fair Value of Options Granted September 30, December 31, Warrants outstanding and exercisable 117,691,666 38,920,378 Weighted-average exercise price $ 0.28 $ 0.28 Aggregate intrinsic value $ 5,176,833 $ 2,785,075 Weighted-average remaining contractual term (years) 4.03 3.37 During the three months ended September 30, 2021, 39,071,288 1,000,000 During the three months ended September 30, 2021 and 2020, total stock-based compensation expense amounted to $ 327,431 78,590 983,803 78,590 As of September 30, 2021, $ 43,682 |
RELATED PARTIES
RELATED PARTIES | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 12 – RELATED PARTIES In addition to those transactions discussed in Notes 6 and 8, the Company had no further related party transactions. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q, and determined that there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements as of September 30, 2021 contained herein. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates in Financial Statements | (A) Use of Estimates in Financial Statements The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 those estimates. Stock-based compensation and stock awards related to convertible debt instruments are recognized based on the fair value of the awards granted. The fair value of each award or conversion feature is typically estimated on the grant date using the Black-Scholes pricing model. The Black-Scholes pricing model requires the input of highly subjective assumptions, including the fair value of the underlying common stock, the expected term of the option, the expected volatility of the price of our common stock, risk-free interest rates and the expected dividend yield of our common stock. The assumptions used to determine the fair value of the stock awards represent management’s best estimates. These estimates involve inherent |
Principles of Consolidation | (B) Principles of Consolidation The condensed consolidated financial statements include the accounts of Basanite, Inc. and its wholly owned subsidiaries, Basanite Industries, LLC and Basalt America, LLC. All intercompany balances have been eliminated in consolidation. The Company’s operations are conducted primarily through Basanite Industries, LLC. Basalt America, LLC is currently inactive. |
Cash | (C) Cash The Company considers all highly liquid temporary cash instruments with an original maturity of three months or less to be cash equivalents. The Company places its cash, cash equivalents and restricted cash on deposit with financial institutions in the United States, which are insured by the Federal Deposit Insurance Company “("FDIC") up to $ 250,000 |
Inventories | (D) Inventories The Company’s inventories consist of raw materials, work in process and finished goods, both purchased and manufactured. Inventories are stated at lower of cost or net realizable value. Cost is determined on the first-in, first-out basis. Raw materials inventory The Company’s inventory at September 30, 2021 and December 31, 2020 was comprised of: Schedule of Inventory September 30, December 31, (Unaudited) Finished goods $ 515,077 $ 305,550 Work in process 47,233 35,286 Raw materials 91,818 105,739 Total inventory $ 654,128 $ 446,575 |
Fixed assets | (E) Fixed assets Fixed assets consist of the following: Schedule of Fixed Assets September 30, December 31, (Unaudited) Computer equipment $ 117,141 $ 15,780 Machinery 686,237 667,536 Leasehold improvements 163,882 161,579 Office furniture and equipment 71,292 71,292 Land improvements 7,270 7,270 Website development 2,500 2,500 Construction in process 1,800,281 234,950 2,848,603 1,160,907 Accumulated depreciation (237,227 ) (140,872 ) $ 2,611,376 $ 1,020,035 Depreciation expense for the three and nine months ended September 30, 2021 was $ 32,430 96,355 30,102 85,875 |
Deposits and other current assets | (F) Deposits and other current assets The Company’s deposits and other current assets consist of the deposits made on equipment, security deposits, utility deposits and other receivables. The deposits are reclassified as part of the fixed asset cost when received and placed into service. |
Loss Per Share | (G) Loss Per Share The basic loss per share is calculated by dividing the Company's net loss available to common shareholders by the weighted average number of common shares during the period. The diluted loss per share is calculated by dividing the Company's net loss by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. The following are potentially dilutive shares not included in the loss per share computation: Schedule of Dilutive Shares Not Included in Loss Per Share Computation September 30, December 31, (Unaudited) Options 4,727,778 4,542,500 Warrants 117,691,666 38,920,378 Convertible securities 182,403,859 112,233,406 Total 304,823,303 155,696,284 |
Stock-Based Compensation | (H) Stock-Based Compensation The Company recognizes compensation costs to employees under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation – Stock Compensation. Under FASB ASC Topic 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the grant. The Company entered into a consulting agreement with Bridgeview Capital on July 9, 2020, for strategic planning and financial markets services in exchange for shares of restricted common stock as compensation. The term of the agreement is for six months with the option for renewal quarterly. Upon execution of the agreement, 600,000 0.29 350,000 350,000 0.35 122,500 The Company entered into a consulting agreement with Seth Shaw on October 13, 2020, for strategic planning and financial markets services in exchange for shares of restricted common stock. The term of the agreement is for six months with the option for renewal quarterly. Upon execution of the agreement, no shares were due to be issued. If the Company agrees to renew each quarter, 250,000 250,000 0.35 87,500 The Company entered into a renewed consulting agreement with Frederick Berndt on September 3, 2021, for strategic planning and financial markets services in exchange for shares of restricted common stock and cash compensation of $ 12,500 250,000 250,000 0.256 64,045 Upon execution of the renewed agreement, 275,000 0.29 79,550 |
Revenue Recognition | (I) Revenue Recognition We recognize revenue when control of the promised goods or services is transferred to The Company’s customers in an amount that reflects the consideration we expected to be entitled to in exchange for those goods or services. The timing of revenue recognition largely is dependent on shipping terms. Revenue is recorded at the time of shipment for terms designated free on board (“FOB”) shipping point. For sales transactions designated FOB destination, revenue is recorded when the product is delivered to the customer’s delivery site. All revenues recognized are net of trade allowances, cash discounts, and sales returns. Trade allowances are based on the estimated obligations. Adjustments to earnings resulting from revisions to estimates on discounts and returns have been immaterial for each of the reported periods. Shipping and handling amounts billed to a customer as part of a sales transaction are included in revenues, and the related costs are included in cost of goods sold. Shipping and handling is treated as a fulfillment activity, rather than a promised service, and therefore is not considered a separate performance obligation. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Inventory | Schedule of Inventory September 30, December 31, (Unaudited) Finished goods $ 515,077 $ 305,550 Work in process 47,233 35,286 Raw materials 91,818 105,739 Total inventory $ 654,128 $ 446,575 |
Schedule of Fixed Assets | Schedule of Fixed Assets September 30, December 31, (Unaudited) Computer equipment $ 117,141 $ 15,780 Machinery 686,237 667,536 Leasehold improvements 163,882 161,579 Office furniture and equipment 71,292 71,292 Land improvements 7,270 7,270 Website development 2,500 2,500 Construction in process 1,800,281 234,950 2,848,603 1,160,907 Accumulated depreciation (237,227 ) (140,872 ) $ 2,611,376 $ 1,020,035 |
Schedule of Dilutive Shares Not Included in Loss Per Share Computation | Schedule of Dilutive Shares Not Included in Loss Per Share Computation September 30, December 31, (Unaudited) Options 4,727,778 4,542,500 Warrants 117,691,666 38,920,378 Convertible securities 182,403,859 112,233,406 Total 304,823,303 155,696,284 |
OPERATING LEASE (Tables)
OPERATING LEASE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Schedule of Maturity of Operating Lease Liability | Schedule of Maturity of Operating Lease Liability 2021 $ 104,520 2022 427,484 2023 440,308 2024 110,888 Total minimum lease payments 1,083,196 Discount (186,527 ) Operating lease liability $ 896,669 |
OPTIONS AND WARRANTS (Tables)
OPTIONS AND WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement, Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Summary of Options and Warrants Assumptions to Estimate Fair Value of Options Granted | Schedule of Summary of Options and Warrants Assumptions to Estimate Fair Value of Options Granted September 30, December 31, Options outstanding and exercisable 4,227,778 4,542,500 Weighted-average exercise price $ 0.33 $ 0.41 Aggregate intrinsic value $ 98,556 $ 118,148 Weighted-average remaining contractual term (years) 2.00 3.86 |
Warrant [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Summary of Options and Warrants Assumptions to Estimate Fair Value of Options Granted | Schedule of Summary of Options and Warrants Assumptions to Estimate Fair Value of Options Granted September 30, December 31, Warrants outstanding and exercisable 117,691,666 38,920,378 Weighted-average exercise price $ 0.28 $ 0.28 Aggregate intrinsic value $ 5,176,833 $ 2,785,075 Weighted-average remaining contractual term (years) 4.03 3.37 |
ORGANIZATION, NATURE OF BUSIN_2
ORGANIZATION, NATURE OF BUSINESS AND GOING CONCERN (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accumulated deficit | $ 40,306,351 | $ 29,643,387 | |
Working capital deficiency | 961,681 | 1,901,875 | |
Net cash used in operations | 3,879,286 | $ 1,612,928 | 2,799,499 |
Cash | $ 1,308,227 | $ 259,505 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Inventory) (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Finished goods | $ 515,077 | $ 305,550 |
Work in process | 47,233 | 35,286 |
Raw materials | 91,818 | 105,739 |
Total inventory | $ 654,128 | $ 446,575 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Fixed assets) (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total fixed assets | $ 2,848,603 | $ 1,160,907 |
Accumulated depreciation | (237,227) | (140,872) |
Total fixed assets, net | 2,611,376 | 1,020,035 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total fixed assets | 117,141 | 15,780 |
Machinery [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total fixed assets | 686,237 | 667,536 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total fixed assets | 163,882 | 161,579 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total fixed assets | 71,292 | 71,292 |
Land and Land Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total fixed assets | 7,270 | 7,270 |
Website Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total fixed assets | 2,500 | 2,500 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total fixed assets | $ 1,800,281 | $ 234,950 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Dilutive Shares Not Included in Loss Per Share Computation) (Details) - shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive shares not included in loss per share computation | 304,823,303 | 155,696,284 |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive shares not included in loss per share computation | 4,727,778 | 4,542,500 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive shares not included in loss per share computation | 117,691,666 | 38,920,378 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive shares not included in loss per share computation | 182,403,859 | 112,233,406 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Jul. 09, 2021 | May 12, 2021 | Jan. 09, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Oct. 13, 2020 | Jul. 09, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Federal Deposit Insurance Company | $ 250,000 | $ 250,000 | |||||||
Depreciation expense | 32,430 | $ 30,102 | 96,355 | $ 85,875 | |||||
Cash compensation | $ 12,500 | 12,500 | |||||||
warrant | $ 79,550 | ||||||||
Consulting Agreement [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares due | 250,000 | 250,000 | 600,000 | ||||||
Fair falue of shares | $ 0.35 | $ 0.29 | |||||||
Shares to be issued | 350,000 | ||||||||
Restricted common shares issued | 350,000 | ||||||||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | $ 122,500 | ||||||||
Consulting Agreement 1 [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Fair falue of shares | $ 0.256 | $ 0.35 | |||||||
Restricted common shares issued | 250,000 | 250,000 | |||||||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | $ 64,045 | $ 87,500 | |||||||
Options [Member] | Chairman [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 275,000 | 275,000 | |||||||
Share Price | $ 0.29 | $ 0.29 |
OPERATING LEASE (Schedule of Fu
OPERATING LEASE (Schedule of Future Minimum Lease Payments under Operating Lease) (Details) | Sep. 30, 2021USD ($) |
Leases [Abstract] | |
2021 | $ 104,520 |
2022 | 427,484 |
2023 | 440,308 |
2024 | 110,888 |
Total minimum lease payments | 1,083,196 |
Discount | (186,527) |
Operating lease liability | $ 896,669 |
OPERATING LEASE (Details Narrat
OPERATING LEASE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Mar. 25, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | |||||
Base rent obligation | $ 33,825 | ||||
Lease term | 3 years 6 months | 3 years 6 months | |||
Weighted average discount rate | 15.00% | 15.00% | |||
Operating lease rent expense | $ 107,117 | $ 106,920 | $ 321,153 | $ 322,103 |
NOTES PAYABLE _ CONVERTIBLE (De
NOTES PAYABLE – CONVERTIBLE (Details Narrative) - USD ($) | Aug. 03, 2020 | Feb. 16, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Short-term Debt [Line Items] | |||||||
Note payable - convertible | $ 0 | $ 0 | $ 10,000 | ||||
Proceeds from convertible debt | 579,741 | $ 1,720,000 | |||||
Repayments of convertible debt | 35,000 | 348,000 | |||||
Convertible Notes Payable 1 [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Interest expense | 0 | $ 184,182 | 161 | 460,787 | |||
Convertible Notes Payable [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Interest expense | 88,244 | $ 71,803 | 239,766 | $ 314,582 | |||
Accrued interest | $ 0 | $ 0 | $ 760 | ||||
Unsecured Convertible Promissory Note With Investor [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Amount of debt conversion | $ 10,000 | ||||||
Interest rate | 18.00% | ||||||
Debt Instrument, Term | 6 months | ||||||
Proceeds from convertible debt | $ 500,000 | ||||||
Conversion price | $ 0.01 | ||||||
Repayments of convertible debt | $ 10,000 | ||||||
Accrued interest paid | $ 1,007 |
NOTES PAYABLE _ CONVERTIBLE __2
NOTES PAYABLE – CONVERTIBLE – RELATED PARTY (Details Narrative) - USD ($) | May 12, 2021 | Feb. 12, 2021 | Aug. 03, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Aug. 17, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | |||||||||
Notes payable - convertible - related party | $ 1,689,746 | $ 1,689,746 | $ 1,025,000 | ||||||
Repayments of Convertible Debt | 35,000 | $ 348,000 | |||||||
Gain (Loss) on Extinguishment of Debt | $ (63,914) | (6,743,015) | (62,934) | ||||||
Price per share | $ 0.275 | ||||||||
Convertible Notes Payable [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Interest expense | 88,244 | $ 71,803 | 239,766 | $ 314,582 | |||||
Accrued interest | 0 | 0 | 760 | ||||||
Convertible Promissory Note Investors [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Amount of debt conversion | $ 1,000,000 | ||||||||
Interest rate | 20.00% | 20.00% | 20.00% | ||||||
Debt Instrument, Term | 9 months | 3 months | 6 months | ||||||
Conversion price | $ 0.275 | ||||||||
Debt principal amount | $ 1,689,746 | $ 1,610,005 | $ 750,000 | ||||||
Repayments of Convertible Debt | 1,610,005 | 1,000,000 | |||||||
Accrued interest paid | $ 79,742 | $ 110,005 | |||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 7,500,000 | 15,000,000 | |||||||
Extinguishment of Debt, Gain (Loss), Net of Tax | $ 3,686,136 | ||||||||
Warrants term | 5 years | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.35 | ||||||||
Gain (Loss) on Extinguishment of Debt | $ 1,874,705 | ||||||||
Convertible Notes Payable Related Party [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Accrued interest | $ 134,292 | $ 134,292 | $ 86,574 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Jul. 09, 2021 | Apr. 09, 2021 | Apr. 02, 2021 | Apr. 16, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Mar. 30, 2021 | Feb. 25, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||||||||||
Notes Payable | $ 478,704 | $ 478,704 | $ 128,021 | ||||||||
Notes Payables [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest Expense, Debt | 23,666 | $ 1,405 | 53,784 | $ 6,110 | |||||||
Accrued interest | 27,760 | 27,760 | $ 0 | ||||||||
Financing Arrangements [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Notes Payable | $ 17,957 | $ 17,957 | |||||||||
Interest rate | 9.67% | ||||||||||
Promissory Note Agreement 1 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate | 1.00% | ||||||||||
Debt principal amount | $ 165,747 | ||||||||||
Promissory Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate | 18.00% | 18.00% | 18.00% | ||||||||
Debt principal amount | $ 50,000 | $ 200,000 | $ 25,000 | ||||||||
Debt Instrument, Term | 1 year | 1 year | 1 year | ||||||||
Common stock warrants issued | 600,000 | 500,000 | 2,000,000 | 250,000 | |||||||
Warrants exercise price | $ 0.20 | $ 0.25 | |||||||||
Warrant expire term | 5 years | 5 years | |||||||||
Promissory Note 0 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Warrants exercise price | $ 0.20 | ||||||||||
Warrant expire term | 5 years | ||||||||||
Promissory Note 1 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate | 18.00% | ||||||||||
Debt principal amount | $ 20,000 | ||||||||||
Debt Instrument, Term | 1 year | ||||||||||
Common stock warrants issued | 200,000 |
NOTES PAYABLE - RELATED PARTY (
NOTES PAYABLE - RELATED PARTY (Details Narrative) - USD ($) | Aug. 06, 2021 | Jul. 15, 2021 | Jul. 07, 2021 | Jul. 27, 2021 | Jul. 26, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Apr. 16, 2021 | Apr. 09, 2021 | Apr. 02, 2021 | Dec. 31, 2020 |
Offsetting Assets [Line Items] | |||||||||||||
Notes payable - related party | $ 300,000 | $ 300,000 | $ 0 | ||||||||||
Interest Expense, Related Party | 16,635 | $ 0 | 27,648 | $ 2,455 | |||||||||
Notes Payables Related Party [Member] | |||||||||||||
Offsetting Assets [Line Items] | |||||||||||||
Accrued interest | $ 27,648 | $ 27,648 | $ 0 | ||||||||||
Promissory Note [Member] | |||||||||||||
Offsetting Assets [Line Items] | |||||||||||||
Debt Instrument, Face Amount | $ 25,000 | $ 50,000 | $ 200,000 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 18.00% | 18.00% | 18.00% | ||||||||||
Promissory Note [Member] | Ronald J Lo Ricco [Member] | |||||||||||||
Offsetting Assets [Line Items] | |||||||||||||
Debt Instrument, Face Amount | $ 100,000 | $ 50,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | |||||||||||
Maturity date | Aug. 24, 2021 | Jul. 23, 2021 | |||||||||||
Promissory Note [Member] | Michael V Barbera [Member] | |||||||||||||
Offsetting Assets [Line Items] | |||||||||||||
Debt Instrument, Face Amount | $ 50,000 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||
Maturity date | Jul. 23, 2021 | ||||||||||||
Promissory Note [Member] | David Anderson [Member] | |||||||||||||
Offsetting Assets [Line Items] | |||||||||||||
Debt Instrument, Face Amount | $ 20,000 | $ 30,500 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | |||||||||||
Maturity date | Jul. 23, 2021 | Aug. 2, 2021 | |||||||||||
Promissory Note [Member] | Simon Kay [Member] | |||||||||||||
Offsetting Assets [Line Items] | |||||||||||||
Debt Instrument, Face Amount | $ 10,000 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||
Maturity date | Aug. 3, 2021 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Oct. 22, 2020 | Jul. 23, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Oct. 28, 2021 | |
Product Liability Contingency [Line Items] | |||||
settlement | 500,000 | ||||
Options to purchase restricted common shares | 39,071,288 | 39,071,288 | |||
Rebar [Member] | |||||
Product Liability Contingency [Line Items] | |||||
Revenue | $ 31,141 | $ 31,141 | |||
Agreement With M E P [Member] | |||||
Product Liability Contingency [Line Items] | |||||
Agreement period | 5 years | ||||
Options to purchase restricted common shares | 5,000,000 | ||||
Options to purchase restricted common shares, period | 5 years | ||||
Agreement With C R B C [Member] | |||||
Product Liability Contingency [Line Items] | |||||
Agreement period | 5 years | ||||
Options to purchase restricted common shares | 5,000,000 | ||||
Options to purchase restricted common shares, period | 5 years |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | Jul. 09, 2021 | Apr. 09, 2021 | Apr. 02, 2021 | Apr. 16, 2021 | Oct. 16, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Offsetting Assets [Line Items] | ||||||||||||
Gain (Loss) on Extinguishment of Debt | $ (63,914) | $ (6,743,015) | $ (62,934) | |||||||||
[custom:DefinitiveSecuritiesPurchaseAgreementsDescription] | the Company entered into definitive securities purchase agreements with 19 accredited investors and issued an aggregate of 19,398,144 shares of common stock, Warrant A to purchase up to an aggregate of 19,398,144 shares of common stock, and Warrant B to purchase up to an aggregate of 19,398,144 shares of Common Stock (for an aggregate of 38,796,288 Warrant Shares), for aggregate gross proceeds to the Company of approximately $5,334,490. The Company expensed a total of $611,603 in related costs to the offering which has been capitalized and offset to the gross proceeds recorded in additional paid in capital. | |||||||||||
Stock Issued During Period, Value, New Issues | $ 4,722,886 | $ 241,776 | $ 90,000 | $ 30,000 | $ 616,667 | |||||||
Investor [Member] | Restricted Common Stock [Member] | ||||||||||||
Offsetting Assets [Line Items] | ||||||||||||
Stock Issued During Period, Shares, New Issues | 19,398,144 | 163,043 | 20,583,813 | 6,203,657 | ||||||||
Stock Issued During Period, Value, New Issues | $ 4,722,886 | $ 30,000 | $ 5,054,662 | $ 646,667 | ||||||||
Promissory Note [Member] | ||||||||||||
Offsetting Assets [Line Items] | ||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 210,000 | |||||||||||
Promissory Note [Member] | ||||||||||||
Offsetting Assets [Line Items] | ||||||||||||
Common stock warrants issued | 600,000 | 500,000 | 2,000,000 | 250,000 |
OPTIONS AND WARRANTS (Summary o
OPTIONS AND WARRANTS (Summary of Options and Warrants Grants to Consultants, Directors and Employees) (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options and Warrants outstanding and exercisable | 4,227,778 | 4,542,500 |
Weighted-average exercise price | $ 0.33 | $ 0.41 |
Aggregate intrinsic value | $ 98,556 | $ 118,148 |
Weighted-average remaining contractual term (years) | 2 years | 3 years 10 months 9 days |
Warrant [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options and Warrants outstanding and exercisable | 117,691,666 | 38,920,378 |
Weighted-average exercise price | $ 0.28 | $ 0.28 |
Aggregate intrinsic value | $ 5,176,833 | $ 2,785,075 |
Weighted-average remaining contractual term (years) | 4 years 10 days | 3 years 4 months 13 days |
OPTIONS AND WARRANTS (Details N
OPTIONS AND WARRANTS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 500,000 | |||
Option cancelled | 1,592,500 | |||
Option granted | 1,277,778 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 39,071,288 | 39,071,288 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised | 1,000,000 | |||
Share-based Payment Arrangement, Expense | $ 327,431 | $ 78,590 | $ 983,803 | $ 78,590 |
Stock issued | $ 43,682 |