UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

———————

SCHEDULE 13D

———————

 

Under the Securities Exchange Act of 1934

(Amendment No. 5)*


BASANITE, INC.

(Name of Issuer)


Common Stock - $0.001 Par Value

(Title of Class of Securities)

 

70438T101

(CUSIP Number)

 

Ronald J. LoRicco, Sr.

216 Crown St., Suite 502

New Haven, CT 06510

(203) 865-3123

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

———————


June 25, 2020

(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.


(Continued on following pages)


*

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).


  

     





CUSIP No.  70438T101

13D

Page 2 of 8 Pages

 

1

NAME OF REPORTING PERSONS


RVRM Holdings, LLC

 

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

 

27 - 3185154

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)   ¨

(b)   ý

 

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

 

Connecticut

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH:

 

7

SOLE VOTING POWER

 

0

 

 

8

SHARED VOTING POWER


30,471,534 (1)

 

 

9

SOLE DISPOSITIVE POWER

 

0

 

 

10

SHARED DISPOSITIVE POWER


30,471,534 (1)

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


30,471,534 (1)

 

12

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


¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)


14.3% (2)

 

14

TYPE OF REPORTING PERSON


OO

 


(1)

RVRM Holdings, LLC ("RVRM") is the direct holder of 30,471,534 shares. Ronald J. LoRicco Sr. is a member of RVRM.

(2)

The percentage of shares of common stock reported owned by the Reporting Person is based upon 212,766,781 shares of common stock outstanding as of August 12, 2020.





CUSIP No.  70438T101

13D

Page 3 of 8 Pages



1

NAME OF REPORTING PERSONS


ARGJ, LLC

 

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

 

82 - 1079981

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)   ¨

(b)   ý

 

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

 

Connecticut

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH:

 

7

SOLE VOTING POWER

 

0

 

 

8

SHARED VOTING POWER


0

 

 

9

SOLE DISPOSITIVE POWER

 

0

 

 

10

SHARED DISPOSITIVE POWER


0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


1,566,667 (3)

 

12

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


¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)


0.7% (4)

 

14

TYPE OF REPORTING PERSON


OO

 


(3)

ARGJ, LLC (“ARGJ”) is the direct holder of 1,566,667 shares. Ronald J. LoRicco Sr.’s brother, Richard LoRicco, Jr., is the manager of ARGJ. Ronald J. LoRicco Sr. is neither a manager nor a member of ARGJ. Ronald J. LoRicco Sr. disclaims beneficial ownership of all of the securities that are beneficially owned by ARGJ, except to the extent, if any, of his pecuniary interest therein. 


(4)

The percentage of shares of common stock reported owned by the Reporting Person is based upon 212,766,781 shares of common stock outstanding as of August 12, 2020.






CUSIP No.  70438T101

13D

Page 4 of 8 Pages


1

NAME OF REPORTING PERSONS


RJC3, LLC

 

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

 

82 – 1080083

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)   ¨

(b)   ý

 

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

 

Connecticut

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH:

 

7

SOLE VOTING POWER

 

0

 

 

8

SHARED VOTING POWER


0

 

 

9

SOLE DISPOSITIVE POWER

 

0

 

 

10

SHARED DISPOSITIVE POWER


0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


1,566,667 (5)

 

12

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


¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)


0.7% (6)

 

14

TYPE OF REPORTING PERSON


OO

 


(5)

RJC3, LLC ("RJC3") is the direct holder of 1,566,667 shares. Ronald J. LoRicco Sr.’s brother, Richard LoRicco, Jr., is the manager of RJC3. Ronald J. LoRicco Sr. is neither a manager nor a member of RJC3. Ronald J. LoRicco Sr. disclaims beneficial ownership of all of the securities that are beneficially owned by RJC3, except to the extent, if any, of his pecuniary interest therein.

(6)

The percentage of shares of common stock reported owned by the Reporting Person is based upon 212,766,781 shares of common stock outstanding as of August 12, 2020.






CUSIP No.  70438T101

13D

Page 5 of 8 Pages


1

NAME OF REPORTING PERSONS


First New Haven Mortgage Co. LLC

 

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

 

47-3643178

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)   ¨

(b)   ý

 

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

 

Connecticut

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH:

 

7

SOLE VOTING POWER

 

0

 

 

8

SHARED VOTING POWER


4,397,269 (7)

 

 

9

SOLE DISPOSITIVE POWER

 

0

 

 

10

SHARED DISPOSITIVE POWER


4,397,269 (7)

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


4,397,269 (7)

 

12

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


¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)


2.0% (8)

 

14

TYPE OF REPORTING PERSON


OO

 


(7)

First New Haven Mortgage Co. LLC ("FNHM") is the direct holder of 4,397,269 shares. Ronald J. LoRicco Sr. and his brother, Richard LoRicco Jr., are managers and members of FNHM.

(8)

The percentage of shares of common stock reported owned by the Reporting Person is based upon 212,766,781 shares of common stock outstanding as of August 12, 2020.






CUSIP No.  70438T101

13D

Page 6 of 8 Pages



1

NAME OF REPORTING PERSONS


LoRi Co.

 

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

 

06-1535540

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)   ¨

(b)   ý

 

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

 

Connecticut

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH:

 

7

SOLE VOTING POWER

 

0

 

 

8

SHARED VOTING POWER


500,000 (9)

 

 

9

SOLE DISPOSITIVE POWER

 

0

 

 

10

SHARED DISPOSITIVE POWER


500,000 (9)

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


500,000 (9)

 

12

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


¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)


0.2% (10)

 

14

TYPE OF REPORTING PERSON


OO

 


(9)

LoRi Co. ("LoRi") is the direct holder of 500,000 shares. Ronald J. LoRicco Sr. and his brother, Richard LoRicco Jr., are the board of directors and shareholders of LoRi.

(10)

The percentage of shares of common stock reported owned by the Reporting Person is based upon 212,766,781 shares of common stock outstanding as of August 12, 2020.






CUSIP No.  70438T101

13D

Page 7 of 8 Pages

 


ITEM 1.  

SECURITY AND ISSUER


This statement of beneficial ownership on Schedule 13D/A 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 Ronald J. LoRicco Sr, a resident of the United States.   Mr. LoRicco Sr. is an attorney at The LoRicco Law Firm, LLC. The address of the principal office of The LoRicco Law Firm is 216 Crown Street, Suite 502, New Haven, Connecticut 06510. Mr. LoRicco Sr. is a member of the Company’s Board of Directors.

 

Mr. LoRicco, has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Mr. LoRicco 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. LoRicco 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 purposes


ITEM 5.  

INTEREST IN SECURITIES OF THE ISSUER.


(a)

The responses to Items 7-13 of the cover page to this Schedule 13D/A are incorporated by reference.

 

(b) 

The responses to Items 7-13 of the cover page to this Schedule 13D/A are incorporated by reference.

 

(c) 

Except as otherwise disclosed herein, no Reporting Person has effected any other transactions in the Common Stock during the past 60 days.

 

(d) 

No person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of the Common Stock.

 

(e) 

Not applicable.

 

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.

 

Not applicable.


 

  

 





CUSIP No.  70438T101

13D

Page 8 of 8 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: August 12, 2020

 

 

 

 

 

 

 

By:

/s/ Ronald J. LoRicco Sr.

 

 

Name:

Ronald J. LoRicco Sr.

 

 

Title:

Individual