0001553350-19-001210.txt : 20191118 0001553350-19-001210.hdr.sgml : 20191118 20191118163329 ACCESSION NUMBER: 0001553350-19-001210 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20191118 DATE AS OF CHANGE: 20191118 GROUP MEMBERS: EAC MANAGEMENT, LLC GROUP MEMBERS: EDWARD A. CESPEDES GROUP MEMBERS: EDWARD A. CESPEDES REVOCABLE TRUST DATED AUGUST 22, 2007 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BASANITE, INC. CENTRAL INDEX KEY: 0001448705 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 204959207 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86117 FILM NUMBER: 191227971 BUSINESS ADDRESS: STREET 1: 2041 NW 15THAVENUE CITY: POMPANO BEACH STATE: FL ZIP: 33069 BUSINESS PHONE: 855-232-3282 MAIL ADDRESS: STREET 1: 2041 NW 15THAVENUE CITY: POMPANO BEACH STATE: FL ZIP: 33069 FORMER COMPANY: FORMER CONFORMED NAME: PayMeOn, Inc. DATE OF NAME CHANGE: 20130627 FORMER COMPANY: FORMER CONFORMED NAME: MMAX MEDIA, INC. DATE OF NAME CHANGE: 20100426 FORMER COMPANY: FORMER CONFORMED NAME: Nevada Processing Solutions DATE OF NAME CHANGE: 20081024 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EDWARD A. CESPEDES REVOCABLE TRUST DATED AUGUST 22, 2007 CENTRAL INDEX KEY: 0001516625 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2688 NW 29TH TERRACE STREET 2: BLDG 13 CITY: OAKLAND PARK STATE: FL ZIP: 33311 BUSINESS PHONE: (844) 422-7258 MAIL ADDRESS: STREET 1: 2688 NW 29TH TERRACE STREET 2: BLDG 13 CITY: OAKLAND PARK STATE: FL ZIP: 33311 SC 13D/A 1 cespedes_13d.htm SC 13D/A SC 13D


 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

———————

SCHEDULE 13D

———————

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)*


BASANITE, INC.

(Name of Issuer)


Common Stock - $0.001 Par Value

(Title of Class of Securities)

 

70438T101

(CUSIP Number)

 

Edward A. Cespedes

5961 NE 18th Terrace

Fort Lauderdale, Fl.  33308

844-422-7258

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

———————


November 11, 2019

(Date of Event which Requires Filing of this Statement)


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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨


Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule.13d-7 for other parties to whom copies are to be sent.



*

The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


(Continued on following pages)

  

     




CUSIP No.  70438T101

13D

Page 2 of 6 Pages

 

1

NAME OF REPORTING PERSONS


EAC Management, LLC (1)


I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

26-4029214

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)   ¨

(b)   þ

 

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

PF, WC

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

¨

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Florida

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH:

 

7

SOLE VOTING POWER

 

8,914,848 (1)

 

 

8

SHARED VOTING POWER


0

 

 

9

SOLE DISPOSITIVE POWER

 

8,914,848 (1)

 

 

10

SHARED DISPOSITIVE POWER


0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


8,914,848 (1)

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES


¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)


4.487% (2)

 

14

TYPE OF REPORTING PERSON


CO

 


(1) EAC Management, LLC ("EAC") is the direct holder of 8,914,848 shares. Edward A. Cespedes is the sole member and manager of EAC.

(2) The percentage of shares of common stock reported owned by the Reporting Person is based upon 198,690,730 total outstanding shares as of November 14, 2019.





CUSIP No.  70438T101

13D

Page 3 of 6 Pages


1

NAME OF REPORTING PERSONS


Edward A. Cespedes Revocable Trust Dated August 22, 2007


I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 


 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)   ¨

(b)   þ

 

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

PF, WC

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

¨

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Florida

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH:

 

7

SOLE VOTING POWER

 

4,721 (1)

 

 

8

SHARED VOTING POWER


0

 

 

9

SOLE DISPOSITIVE POWER

 

4,721 (1)

 

 

10

SHARED DISPOSITIVE POWER


0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


4,721 (3)

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES


¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)


.0024% (4)

 

14

TYPE OF REPORTING PERSON


OO

 


(3) Edward A. Cespedes Revocable Trust Dated August 22, 2007 (“Trust”) is the direct holder of 4,721 shares. Edward A. Cespedes is the sole trustee of the Trust.

(4) The percentage of shares of common stock reported owned by the Reporting Person is based upon 198,690,730 total outstanding shares as of November 14, 2019.






CUSIP No.  70438T101

13D

Page 4 of 6 Pages


1

NAME OF REPORTING PERSONS


Edward A. Cespedes


I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 


 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)   ¨

(b)   þ

 

3

SEC USE ONLY

 

 

4

SOURCE OF FUNDS

 

PF, WC

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

¨

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Florida

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH:

 

7

SOLE VOTING POWER

 

8,946,569

 

 

8

SHARED VOTING POWER


0

 

 

9

SOLE DISPOSITIVE POWER

 

8,946,569

 

 

10

SHARED DISPOSITIVE POWER


0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


8,946,569 (5)

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES


¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)


4.503% (6)

 

14

TYPE OF REPORTING PERSON


IN

 


(5) The Aggregate Amount Beneficially Owned includes (i) 27,000 shares of common stock held directly by Edward A. Cespedes individually, (ii) 8,914,848 shares of common stock held directly by EAC, and (iii) 4,721 shares of common stock held directly by the Trust.  Mr. Cespedes is Basanite-, Inc.’s former chairman and chief executive officer.  Mr. Cespedes resigned on April 13, 2018.  


(6) The percentage of shares of common stock reported owned by the Reporting Person is based upon 198,690,730 total outstanding shares as of November 14, 2019.

 





CUSIP No.  70438T101

13D

Page 5 of 6 Pages

 

ITEM 1.  

SECURITY AND ISSUER


This statement of beneficial ownership on Schedule 13D is filed with respect to the Common Stock, $0.001 par value per share (the “Common Stock”), of BASANITE, INC., a Nevada corporation (the “Company” or “Issuer”). The principal executive offices of the Company are located at 2041 NW 15TH  AVENUE, POMPANO BEACH, FLORIDA 33069.


ITEM 2.  

IDENTITY AND BACKGROUND


This statement is filed by Edward A. Cespedes, a resident of the United States. Mr. Cespedes is our former chairman and chief executive officer.  Mr. Cespedes resigned as our chairman and chief executive officer on April 13, 2018.  

 

In May, 2019, Mr. Cespedes pled guilty to one count of failure to collect, truthfully account for, and pay over payroll tax for a company based in Michigan of which he was a shareholder and manager.


Mr. Cespedes has not, during the last five years, been 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.

 

Mr. Cespedes is a citizen of the United States.


ITEM 3.  

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.


Personal funds; working capital

  

ITEM 4.  

PURPOSE OF TRANSACTION.


Investment/diversification purposes


ITEM 5.  

INTEREST IN SECURITIES OF THE ISSUER.


(a)  The percentage of shares of common stock reported owned by the Reporting Person is based upon 198,690,730 total outstanding shares as of November 14, 2019.  

 

(b)  Mr. Cespedes is the sole member and manager of EAC Management, LLC (“EAC”) and the sole trustee of the Edward A. Cespedes Revocable Trust Dated August 22, 2007 (“Trust”). As such, Mr. Cespedes has sole voting and dispositive control over all shares owned by EAC and the Trust, as well as sole voting and dispositive control over all shares held directly by him. Accordingly, Mr. Cespedes has sole voting and dispositive control over the 8,946,569 shares of Basanite, Inc. common stock identified as owned by Cespedes and Cespedes controlled entities in this Schedule 13D.


(c)  No Reporting Person has effected any other transactions in the Common Stock during the past 60 days.

 

(d)  Not Applicable.

 

(e)  Mr. Cespedes and Cespedes controlled entities in this Schedule 13D believe they fell below 5% ownership of Basanite, Inc. on August 26, 2019. As reported in this document, Mr. Cespedes, inclusive of the Cespedes controlled entities included in this filing, own an aggregate of 8,946,569 shares of Basanite, Inc. Based on outstanding shares of 198,690,730 for Basanite, Inc. as of November 14, 2019, Mr. Cespedes’ ownership stake represents ownership of 4.503% of Basanite, Inc. As Mr. Cespedes and Cespedes controlled entities no longer own 5% or greater of Basanite, Inc., this amendment filing is being submitted as a final filing.

 

ITEM 6.  

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

 

Other than as described herein, there are no contracts, arrangements, understandings or relationships between the Reporting Person and any other person, with respect to the securities of the Company.


ITEM 7.  

MATERIAL TO BE FILED AS EXHIBITS.

 

N/A




CUSIP No.  70438T101

13D

Page 6 of 6 Pages

 


SIGNATURE


After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.


Dated: November 18, 2019

EAC Management, LLC

 

 

 

 

 

 

By:

/s/ Edward A. Cespedes

 

 

 

Edward A. Cespedes

 

 

 

Manager

 

 

 

 

 


Dated: November 18, 2019

Edward A. Cespedes Revocable Trust
Dated August 22, 2007

 

 

 

 

 

 

By:

/s/ Edward A. Cespedes

 

 

 

Edward A. Cespedes

 

 

 

Trustee

 

 

 

 

 


Dated: November 18, 2019

By:

/s/ Edward A. Cespedes

 

 

 

Edward A. Cespedes