Volcon (VLCN) S-1 26 Jan 22 IPO registration Financial data

Cover

Cover	9 Months Ended
	Sep. 30, 2021
Cover [Abstract]
Document Type	S-1
Amendment Flag	false
Entity Registrant Name	Volcon, Inc.
Entity Central Index Key	0001829794
Entity Tax Identification Number	84-4882689
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2590 Oakmont Drive
Entity Address, Address Line Two	Suite 520
Entity Address, City or Town	Round Rock
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78665
City Area Code	512
Local Phone Number	400-4271
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

CONSOLIDATED BALANCE SHEETS (un

CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets:
Cash	$ 2,657,379	$ 536,082
Accounts receivable	35,663	0
Inventory	2,328,686	0
Prepaid expenses and other current assets	341,314	102,789
Total current assets	8,303,356	638,871
Long term assets:
Property and equipment, net	761,042	305,271
Intangible assets - domain names, net	20,248	16,954
Other long-term assets	749,187	50,560
Right of use asset - operating lease	2,296,872	842,357
Total assets	12,130,705	1,854,013
Current liabilities:
Accounts payable	1,330,714	81,400
Accrued liabilities	154,366	34,044
Current portion of notes payable	17,438	8,873
Right of use operating lease liability, short term	328,337	141,943
Customer deposits	2,334,105	55,865
Promissory Notes	1,138,844	0
SAFE liability	0	2,000,000
Total current liabilities	5,303,804	2,322,125
Notes payable, net of discount and current portion	73,218	59,329
Right of use operating lease liability, long term	1,964,779	614,414
Total liabilities	7,341,801	2,995,868
Stockholders' equity (deficit):
Common stock: $0.00001 par value, 100,000,000 shares authorized, 2,569,717 shares issued and outstanding as of September 30, 2021, 1,937,500 issued or outstanding as of December 31, 2020	13	8
Additional paid-in capital	31,509,121	232,550
Accumulated deficit	(26,720,253)	(1,374,413)
Total stockholders’ equity (deficit)	4,788,904	(1,141,855)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)	12,130,705	1,854,013
Series A Preferred Stock [Member]
Stockholders' equity (deficit):
Preferred stock value	12	0
Series B Preferred Stock [Member]
Stockholders' equity (deficit):
Preferred stock value	$ 11	$ 0

CONSOLIDATED BALANCE SHEETS (_2

CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
Preferred stock, par value	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	5,000,000	5,000,000
Common stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, shares issued (in shares)	2,569,717	1,937,500
Common stock, shares outstanding (in shares)	2,569,717	1,937,500
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.00001	$ 0.00001
Preferred Stock, Shares Issued	1,191,388	0
Preferred Stock, Shares Outstanding	1,191,388	0
Series B Preferred Stock [Member]
Preferred stock, par value	$ 0.00001	$ 0.00001
Preferred Stock, Shares Issued	1,105,827	0
Preferred Stock, Shares Outstanding	1,105,827	0

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($)	3 Months Ended		7 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2020	Sep. 30, 2021
Income Statement [Abstract]
Revenue	$ 75,067	$ 0	$ 0	$ 75,067
Cost of goods sold	1,176,691	0	0	1,176,691
Gross margin	(1,101,624)	0	0	(1,101,624)
Operating expenses:
Sales and marketing	1,135,205	9,346	26,946	1,937,745
Product development	3,021,207	281,462	331,621	7,595,581
General and administrative expenses	586,494	13,751	18,090	14,634,037
Total operating expenses	4,742,906	304,559	376,657	24,167,363
Loss from operations	(5,844,530)	(304,559)	(376,657)	(25,268,987)
Other income (expense)	(3,842)	0	0	(9,332)
Interest expense	(42,183)	0	0	(67,521)
Total other expense	(46,025)	0	0	(76,853)
Loss before provision for income taxes	(5,890,555)	(304,559)	(376,657)	(25,345,840)
Provision for income taxes	0	0	0	0
Net loss	$ (5,890,555)	$ (304,559)	$ (376,657)	$ (25,345,840)
Net loss per common share – basic and diluted	$ (2.55)	$ (2.42)	$ (7.31)	$ (11.95)
Weighted average common shares outstanding – basic and diluted	2,303,508	125,687	51,520	2,121,129

CONSOLIDATED STATEMENTS OF CHAN

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) (unaudited) - USD ($)	Common Stock [Member]	Series A Preferred Stocks [Member]	Series B Preferred Stocks [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Feb. 20, 2020
Beginning balance, shares at Feb. 20, 2020
Issuance of founders shares for cash	$ 7			10,826		10,833
Issuance of founders shares for cash, shares	1,625,000
Stock-based compensation	$ 1			60,962		60,963
Stock-based compensation, shares	312,500
Net loss					(376,657)	(376,657)
Ending balance, value at Sep. 30, 2020	$ 8			71,788	(376,657)	(304,861)
Ending balance, shares at Sep. 30, 2020	1,937,500
Proceeds from Issuance Initial Public Offering						0
[custom:IssuanceOfSeriesBPreferredStockNetOfIssuanceCostsShares]
Proceeds from Issuance of Common Stock						0
Beginning balance, value at Dec. 31, 2020	$ 8			232,550	(1,374,413)	(1,141,855)
Beginning balance, shares at Dec. 31, 2020	1,937,500
Stock-based compensation	$ 2			14,256,318		14,256,318
Stock-based compensation, shares	162,507
Net loss					(25,345,840)	(25,345,840)
Ending balance, value at Sep. 30, 2021	$ 13	$ 12	$ 11	31,509,121	(26,720,253)	4,788,904
Ending balance, shares at Sep. 30, 2021	2,569,717	1,191,388	1,105,827
Proceeds from WeFunder offering, net of issuance costs of $53,500				2,205,440		2,205,440
Proceeds from Issuance Initial Public Offering						2,205,440
Issuance of series A preferred stock, net of issuance costs of $205,470		$ 4		2,464,504		2,464,508
Issuance of series A preferred stock, net of issuance costs, shares	79,750	415,287
[custom:ConversionOfSafeLiabilityToSeriesPreferredStockShares]
Issuance of series B preferred stock, net of issuance costs of $890,026			$ 11	9,615,320		9,615,331
Issuance of series B preferred stock, net of issuance costs, shares	123,296		1,105,827
[custom:IssuanceOfSeriesBPreferredStockNetOfIssuanceCostsShares]
Issuance of common stock with promissory notes, net of issuance costs of $65,000	$ 3			$ 734,997		735,000
Proceeds from Issuance of Common Stock						$ 735,000
Issuance of common stock with promissory notes, net of issuance costs, shares	266,664

CONSOLIDATED STATEMENTS OF CH_2

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT) (unaudited) (Parenthetical) - USD ($)	2 Months Ended	5 Months Ended	9 Months Ended
	Feb. 28, 2021	May 31, 2021	Sep. 30, 2021
Series A Preferred Stock [Member]
Payments of Stock Issuance Costs	$ 205,470		$ 205,470
Series B Preferred Stock [Member]
Payments of Stock Issuance Costs		$ 890,026	890,026
Wefunder Offering [Member]
Payments of Stock Issuance Costs			53,500
Common Stock With Promissory Notes [Member]
Payments of Stock Issuance Costs			$ 65,000

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($)	7 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021
Cash flow from operating activities:
Net loss	$ (376,657)	$ (25,345,840)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	60,963	14,256,318
Expenses funded by related party	53,662	0
Amortization of right of use asset	0	252,951
Noncash interest expense	0	58,312
Depreciation and amortization	194	134,557
Changes in operating assets and liabilities:
Accounts receivable	0	(35,663)
Inventory	0	(2,328,686)
Inventory deposits	0	(2,940,314)
Prepaid assets and other current assets	(10,000)	(238,525)
Other assets	0	(698,627)
Accounts payable	59,230	1,249,314
Accrued liabilities	0	120,322
Right of use liabilities - operating lease	0	(194,175)
Customer deposits	0	2,278,240
Net cash provided by (used in) operating activities	(212,608)	(13,286,816)
Cash flow from investing activities:
Purchase of property and equipment	0	(694,553)
Purchase of intangible assets	(17,438)	(13,125)
Net cash used by investing activities	(17,438)	(707,678)
Cash flow from financing activities:
Proceeds from SAFE liability	1,625,000	0
Proceeds from WeFunder offering, net of offering costs of $53,500	0	2,205,440
Repayment of notes payable	0	(8,488)
Repayment of related party note	(21,286)	0
Proceeds from issuance of founders shares	10,833	0
Proceeds from issuance of common stock with promissory notes, net of $65,000 of issuance costs	0	735,000
Net cash provided by financing activities	1,614,547	16,115,791
NET CHANGE IN CASH	1,384,501	2,121,297
CASH AT BEGINNING OF PERIOD	0	536,082
CASH AT END OF PERIOD	1,384,501	2,657,379
Supplemental disclosure of cash flow information:
Cash paid for interest	0	9,209
Cash paid for income taxes	$ 0	$ 0

CONSOLIDATED STATEMENTS OF CA_2

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (Parenthetical)	9 Months Ended
	Sep. 30, 2021USD ($)
Series A Preferred Stock [Member]
Securities Financing Transaction [Line Items]
Payments of Stock Issuance Costs	$ 205,470
Series B Preferred Stock [Member]
Securities Financing Transaction [Line Items]
Payments of Stock Issuance Costs	890,026
Wefunder Offering [Member]
Securities Financing Transaction [Line Items]
Payments of Stock Issuance Costs	53,500
Promissory Notes [Member]
Securities Financing Transaction [Line Items]
Payments of Stock Issuance Costs	96,000
Common Stock With Promissory Notes [Member]
Securities Financing Transaction [Line Items]
Payments of Stock Issuance Costs	$ 65,000

ORGANIZATION, NATURE OF OPERATI

ORGANIZATION, NATURE OF OPERATIONS AND GOING CONCERN	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
ORGANIZATION, NATURE OF OPERATIONS AND GOING CONCERN	NOTE 1 – ORGANIZATION, NATURE OF OPERATIONS AND GOING CONCERN Organization and Nature of Operations Volcon, Inc. (“Volcon”) was formed on February 21, 2020, as a Delaware Corporation, under the name Frog ePowersports, Inc. The Company was renamed Volcon on October 1, 2020. Volcon is developer and manufacturer of all-electric off road powersport vehicles. On January 5, 2021, the Company created Volcon ePowersports, LLC, (“Volcon LLC”) a Colorado wholly owned subsidiary of the Company, to sell Volcon vehicles and accessories in the United States. Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has recurring losses and generated negative cash flows from operations since inception. Due to these conditions, it raised substantial doubt about its ability to continue as a going concern. Management intends to finance operating costs over the next twelve months with loans or the sale of equity. The consolidated financial statements do not include any adjustments that may result should the Company be unable to continue as a going concern. Impact of COVID-19 The outbreak of the 2019 novel coronavirus disease (“COVID-19”), which was declared a global pandemic by the World Health Organization on March 11, 2020, and the related responses by public health and governmental authorities to contain and combat its outbreak and spread, has severely impacted the U.S. and world economies. Economic recessions, including those brought on by the COVID-19 outbreak may have a negative effect on the demand for the Company’s products and the Company’s operating results. The range of possible impacts on the Company’s business from the coronavirus pandemic could include: (i) changing demand for the Company’s products; and (ii) potential disruption to the Company’s supply chain and distribution network.

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 The significant accounting policies followed in the preparation of the consolidated financial statements are as follows: Basis of presentation The basis of accounting applied is United States generally accepted accounting principles (US GAAP). The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany accounts, transactions and balances have been eliminated in consolidation. Stock Dividend On July 27, 2021, the board of directors approved a common stock dividend of 1.5 shares for each share of common stock. The Company has accounted for this as a stock split since all common stock shares, warrants, options and restricted stock unit amounts and common stock per share amounts will be adjusted for this stock dividend. All periods presented have been adjusted to reflect this stock dividend. As a result of the stock dividend, Series A and Series B preferred stock will convert at a ratio of 2.5 common share for each preferred share outstanding. Use of estimates The preparation of the financial statements in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the dates of the financial statements and the reported amounts of expenses during the reporting periods. Making estimates requires management to exercise judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ significantly from those estimates. Cash and cash equivalents Cash and cash equivalents include short-term investments with original maturities of 90 days or less at the date of purchase. The recorded value of our cash and cash equivalents approximates their fair value. Revenue recognition Revenue is recognized when the Company transfers control of the product to the customer and the 14-day acceptance period has expired, or acceptance has been received from the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring control of vehicles, parts, and accessories. Consideration that is received in advance of the transfer of goods are recorded as customer deposits until delivery has occurred or the customer cancels their order and the consideration is returned to the customer. Sales and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. If a right of return exists, the Company adjusts revenue for the estimated effect of returns. Until the Company develop sales history, it will estimate expected returns based on industry data for sales returns as a percent of sales, type of product, and a projection of this experience into the future. Our sales do not have a financing component. Sales promotions and incentives. Shipping and handling charges and costs. Product warranties The Company provides a one-year warranty on vehicles, and a two-year warranty on the battery pack. The Company accrues warranty reserves at the time a vehicle is delivered to the customer. Warranty reserves include the Company’s best estimate of the projected cost to repair or to replace any items under warranty, based on actual warranty experience as it becomes available and other known factors that may impact our evaluation of historical data. The Company reviews its reserves quarterly to ensure that its accruals are adequate in meeting expected future warranty obligations and will adjust estimates as needed. Factors that could have an impact on the warranty reserve include the following: changes in manufacturing quality, shifts in product mix, changes in warranty coverage periods, product recalls and changes in sales volume. Warranty expense is recorded as a component of cost of revenues in the statement of operations. The portion of the warranty provision which is expected to be incurred within 12 months from the balance sheet date will be classified as current, while the remaining amount will be classified as long-term liabilities. Inventory Inventory costs include material, labor and manufacturing overhead costs, including depreciation expense associated with the manufacture and distribution of the Company’s products. Inventories are stated at the lower of cost (first-in, first-out method) or net realizable value. Property, plant and equipment Property, plant and equipment are valued at cost. Additions are capitalized and maintenance and repairs are charged to expense as incurred. Gains and losses on dispositions of equipment are reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets as follows: Schedule of estimated useful lives for property, plant and equipment Category Estimated Machinery, tooling and equipment 3 7 Vehicles 5 Computers and software 3 Long-lived assets The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. Leases Right-of-use ("ROU") assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company does not separate non-lease components from the lease components to which they relate, and instead accounts for each separate lease and non-lease component associated with that lease component as a single lease component ASC 842 defines initial direct costs as only the incremental costs of signing a lease. Initial direct costs related to leasing that are not incremental are expensed as general and administrative expense in our statements of operations. The Company’s operating lease agreements primarily consist of leased real estate and are included within ROU assets – operating leases and ROU lease liabilities – operating leases on the balance sheets. The Company’s lease agreements may include options to extend the lease, which are not included in minimum lease payments unless they are reasonably certain to be exercised at lease commencement. The Company's leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Research and development expenses The Company records research and development expenses in the period in which they are incurred as a component of product development expenses. Income taxes Deferred taxes are determined utilizing the "asset and liability" method, whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, when it's more likely than not that deferred tax assets will not be realized in the foreseeable future. Deferred tax liabilities and assets are classified as current or non-current based on the underlying asset or liability or if not directly related to an asset or liability based on the expected reversal dates of the specific temporary differences. Fair value of financial instruments The Company discloses fair value measurements for financial and non-financial assets and liabilities measured at fair value. Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting standard establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable prices that are based on inputs not quoted on active markets but are corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. Stock-based compensation The Company has a stock-based incentive award plan for our employees and directors. The Company measures stock-based compensation at the estimated fair value on the grant date and recognizes the amortization of stock-based compensation expense on a straight-line basis over the requisite service period, or when it is probable criteria will be achieved for performance-based awards. Fair value is determined based on assumptions related to the fair value of the Company common stock, stock volatility and risk-free rate of return. The Company has elected to recognize forfeitures when realized. Recently issued accounting pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) (“ASU 2019-12”): Simplifying the Accounting for Income Taxes. The new standard eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences related to changes in ownership of equity method investments and foreign subsidiaries. The guidance also simplifies aspects of accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. For public business entities, it is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the potential impact of this standard on its financial statements. From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies that the Company adopts as of the specified effective date. The Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on the Company’s financial position or results of operations upon adoption.

LONG _ LIVED ASSETS

LONG – LIVED ASSETS	9 Months Ended
	Sep. 30, 2021
Property, Plant and Equipment [Abstract]
LONG – LIVED ASSETS	NOTE 3 – LONG – LIVED ASSETS Property and equipment Property and equipment consist of the following: Schedule of property and equipment September 30, 2021 December 31, 2020 Machinery, tooling and equipment $ 454,303 $ 215,995 Vehicles 134,144 73,202 Demonstration vehicles 113,985 – Fixtures & furniture 72,346 – Leasehold improvements 17,124 – Computers 78,879 18,112 870,780 307,309 Less: Accumulated depreciation (109,738 ) (2,038 ) Total property, plant and equipment $ 761,042 $ 305,271 Depreciation expense for the three and nine months ended September 30, 2021, was $ 57,448 124,726 Intangible assets During 2020, the Company acquired certain domain names for $ 17,438 15 3,741 9,831 194

NOTES PAYABLE AND PROMISSORY NO

NOTES PAYABLE AND PROMISSORY NOTES	9 Months Ended
	Sep. 30, 2021
Debt Disclosure [Abstract]
NOTES PAYABLE AND PROMISSORY NOTES	NOTE 4 – NOTES PAYABLE AND PROMISSORY NOTES Notes Payable In December 2020, the Company entered into a financing arrangement for $ 75,702 8.64 1,211 72 30,942 7.64 753 48 The following table provides the maturities of these notes payable as of September 30, 2021: Schedule of maturities for notes payable Remainder of 2021 $ 5,921 2022 23,685 2023 23,685 2024 23,685 2025 17,664 2026 and thereafter 14,654 Total future payments 109,294 Less: Interest (18,638 ) Total notes payable 90,656 Less current portion (17,438 ) Long-term notes payable $ 73,218 Promissory Notes On September 10, 2021, the Company entered into an agreement with two lenders to issue 6% promissory notes of $ 2.0 6 266,664 800,000 161,000 96,000 65,000 2,007,333

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5 – RELATED PARTY TRANSACTIONS During the period from February 21, 2020 (inception) through December 31, 2020, the Company entered into a notes payable agreement with a company controlled by a founder and director of the Company which were secured by all assets of the Company, for cash proceeds of $ 75,000 5,000 A related party paid expenses of $63,083 on behalf of the Company. These advances were unsecured, and due on demand. The Company repaid $ 63,083 7,624 On October 1, 2020, the Company entered into an agreement with a consultant to serve as Chief Operating Officer and to manage the Company’s product development efforts. The consultant provided statements of work for the various projects to be executed and charged the Company hourly rates for his services. The Company also agreed to compensate a company owned by the consultant and his spouse $ 5,560 11,120 100,080 33,360 In November 2020, the Company entered into an operating lease with an entity controlled by the Company’s two founders for its future headquarters and production facility in Liberty Hill, Texas. The lease has a lease term of 5 years, and monthly payments ranging from approximately $15,000 per month to $17,000 per month over the lease term. In February 2021, the Company entered into an amendment of the lease related to its future headquarters to expand the leased premises. The Company paid an additional security deposit of $139,230 and additional prepaid rent of $315,588. The total minimum lease payments under the amended lease total approximately $3,930,170. Monthly payments for the initial lease and the amended agreement begin at the time a certificate of occupancy is received by the landlord, which is expected in the first quarter of 2023.

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	9 Months Ended
	Sep. 30, 2021
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 6 – STOCKHOLDERS’ EQUITY The Company is authorized to issue up to 100,000,000 0.00001 5,000,000 0.00001 Common stock During the period ending September 30, 2020, the Company sold 1,625,000 10,833 312,500 2,088 3,025,000 15 226,875 1.1 SAFE Agreements During the period ended December 31, 2020, the Company entered into SAFE agreements (Simple Agreement for Future Equity) with investors through an exchange for cash investments totaling $ 2,000,000 5 2,000,000 424,269 In January 2021, the Company completed a WeFunder SAFE offering which was convertible into Preferred Stock upon future financing events. The Company received gross proceeds of $ 2,258,940 53,500 351,832 Preferred Stock In 2021, the Company designated 1,400,000 415,287 2,669,978 205,470 79,750 79,775 5 2.57 In 2021, the Company designated 1,500,000 9.50 1,105,827 10,505,357 890,026 123,296 197,277 5 3.80 The Series A and Series B Preferred stock was converted to shares of common stock upon the closing of the Company’s initial public offering (see Note 11). Warrants During the period for the three and nine months ended September 30, 2021, the Company issued 150,000 151,590 $0.245 - $1.00 5 Additionally, the Company’s two founders, whom are both directors and one of which is the Chairman of the Board, each entered into an anti-dilution warrant with the Company. In the event of their ownership of the Company’s fully diluted capitalization being less than 25% or 18.75%, each individual would have received common stock warrants with an exercise price of $0.0041 to purchase sufficient shares to return them to those ownership percentages. The warrants were fully vested upon grant and have an exercise period of 10 years from the date of grant. As of December 31, 2020, no warrants were owed to the two founders. As discussed below, subsequent to December 31, 2020, the anti-dilution warrants were exchanged for a fixed number of warrants. In March 2021, the Company agreed to exchange the two anti-dilution warrants that were issued to Company founders for a total of 11,000,000 0.98 10 During the three and nine months ended September 30, 2021, the Company recognized expense of $ 151,720 13,274,861 67,574 The following is the activity related to common stock warrants during the nine months ended September 30, 2021: Schedule of warrant activity Common Stock Warrants Shares Weighted Weighted Intrinsic Value Outstanding at January 1, 2021 151,590 $ 0.004 9.17 Granted 11,427,052 1.04 9.35 Cancelled – $ – – Expired – $ – – Exercised – $ – – Outstanding at September 30, 2021 11,578,642 $ 1.03 9.34 $ 45,713,770 Exercisable at September 30, 2021 11,578,642 $ 1.03 9.34 $ 46,010,840

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	9 Months Ended
	Sep. 30, 2021
Equity [Abstract]
STOCK-BASED COMPENSATION	NOTE 7 – STOCK-BASED COMPENSATION In January 2021, the Company’s board of directors adopted the Volcon, Inc. 2021 Stock Plan, (the “2021 Plan”). The 2021 Plan is a stock-based compensation plan that provides for discretionary grants of stock options, stock awards, and restricted stock unit awards to employees, members of the board of directors and consultants (including restricted stock units issued prior to the adoption of the plan as further discussed below). The Company has reserved a total of 3,000,000 703,243 Restricted Stock Units Beginning in October 2020, the Company entered into various agreements with employees where the Company agreed to award a total of 637,500 In July 2021, the Company’s CEO resigned effective July 30, 2021. The share-based awards of 187,500 187,500 (18,568) 179,795 603,544 The following is the restricted stock unit activity for the nine months ended September 30, 2021: Schedule of restricted stock unit activity Restricted Stock Units Outstanding January 1, 2021 637,500 Granted – Vested – Cancelled (187,500 ) Outstanding September 30, 2021 450,000 In January 2021, the Board of Directors authorized 250,000 162,507 594,775 Stock Options The following is the common stock options to employees and consultants for services during the nine months ended September 30, 2021: Schedule of stock option activity Common Stock Options Shares Weighted Weighted Intrinsic Value Outstanding at January 1, 2021 – $ – Granted 1,892,375 $ 2.72 – – Forfeited (218,125 ) $ 1.00 – – Exercised – $ – – – Outstanding at September 30, 2021 1,674,250 $ 1.73 9.75 $ 5,503,000 Exercisable at September 30, 2021 – $ – – $ – The Company valued the options using an estimated fair value of the shares of common stock between $ 0.98 5.00 71 105 0.77 0.85 6 121,798 244,151 1,515,784 Total stock-based compensation recorded for the three and nine months ended September 30, 2021 for all stock based compensation awards, including warrants, has been recorded as follows: Schedule of stock-based compensation expense Three Months September 30, 2021 Nine Months September 30, 2021 Cost of Goods Sold $ 188,860 $ 269,266 Sales and Marketing 160,622 237,028 Product Development 354,439 379,160 General and Administrative 145,804 13,370,865 Total $ 849,725 $ 14,256,318

LOSS PER COMMON SHARE

LOSS PER COMMON SHARE	9 Months Ended
	Sep. 30, 2021
Earnings Per Share [Abstract]
LOSS PER COMMON SHARE	NOTE 8 – LOSS PER COMMON SHARE The basic net loss per common share is calculated by dividing the Company's net loss available to common shareholders by the weighted average number of common shares during the year. The diluted net loss per common share is calculated by dividing the Company's net loss available to common shareholders by the diluted weighted average number of common shares outstanding during the year. The diluted weighted average number of common shares outstanding is the basic weighted number of common shares adjusted for any potentially dilutive debt or equity. Common shares consisting of common stock warrants, stock options and restricted stock units totaling 13,641,017 1,191,388 1,105,827 5,743,175 Schedule of diluted net loss per share due to their antidilutive effect Three months Three months Nine months Period ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Numerator: Net loss $ (5,890,555 ) $ (304,559 ) $ (25,345,840 ) $ (376,657 ) Denominator: Denominator for basic and diluted net loss per common share - weighted average of common shares 2,303,508 125,687 2,121,129 51,520 Basic and diluted net loss per common share $ (2.55 ) $ (2.42 ) $ (11.95 ) $ (7.31 )

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 30, 2021
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 9 – INCOME TAXES Deferred taxes are determined by applying the provisions of enacted tax laws and rates for the jurisdictions in which the Company operates to the estimated future tax effects of the differences between the tax basis of assets and liabilities and their reported amounts in the Company's financial statements. A valuation allowance is established to reduce deferred tax assets if it is more likely than not that the related tax benefits will not be realized. Due to losses since inception and for all periods presented, no income tax benefit or expense has been recognized as a full valuation allowance has been established for any tax benefit that would have been recognized for the loss in any period presented. Significant components of the Company's deferred tax assets and liabilities are as follows: Schedule of deferred tax assets and liabilities September 30, 2021 December 31, 2020 Deferred tax assets Net operating losses $ 2,634,433 $ 242,000 Depreciation and amortization 28,481 – Research & development credit 54,571 – Lease liability 481,554 – Stock-based compensation 2,858,033 – Accrued expenses 32,417 – Other 336 – Total 6,089,825 242,000 Valuation allowance (5,607,482 ) (242,000 ) Net deferred tax asset (482,343 ) – Deferred tax liabilities Right of use assets (482,343 ) – Net Deferred tax liabilities $ – $ – Management currently believes that since the Company has a history of losses it is more likely than not that the deferred tax regarding the loss carry forwards and other temporary differences will not be realized in the foreseeable future. The Company believes that carryforward limitations will be applied to the historical net operating losses due to the recent change of control transition. The Company's cumulative net operating loss carry forward of approximately $ 12,545,000 The Company has recorded no liability for income taxes associated with unrecognized tax benefits at the date of adoption and has not recorded any liability associated with unrecognized tax benefits. Accordingly, the Company has not recorded any interest or penalty in regard to any unrecognized benefit.

LEASES

LEASES	9 Months Ended
	Sep. 30, 2021
Leases [Abstract]
LEASES	NOTE 10 – LEASES The Company did not have any leases during the period from February 21, 2020 (inception) to September 30, 2020. The components of lease cost for operating leases for the three and nine months ended September 30, 2021, were as follows: Schedule of lease cost for operating leases Three Months Ended September 30, 2021 Nine months Ended September 20, 2021 Lease Cost Operating lease cost $ 121,932 $ 252,951 Short-term lease cost 61,226 132,697 Variable lease cost – – Sublease income – – Total lease cost $ 183,158 $ 385,648 Supplemental cash flow information related to leases for the nine months ended September 30, 2021, was as follows: Schedule of supplemental cash flow information related to leases September 30, 2020 Other Lease Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 194,175 The following table summarizes the lease-related assets and liabilities recorded on the balance sheet at September 30, 2021 and December 31, 2020: Schedule of lease-related assets and liabilities September 30, 2021 December 31, 2020 Lease Position Operating Leases Operating lease right-of-use assets $ 2,296,872 $ 842,357 Right of use liability operating lease short term 328,337 141,943 Right of use liability operating lease long term 1,964,779 614,414 Total operating lease liabilities $ 2,293,116 $ 756,357 The Company utilizes the incremental borrowing rate in determining the present value of lease payments unless the implicit rate is readily determinable. The Company recognized an initial right of use asset and lease liability of $1,707,466 for leases entered into in the nine months ended September 30, 2021. Schedule of right of use asset and lease liability September 30, 2021 Lease Term and Discount Rate Weighted-average remaining lease term (years) Operating leases 4.9 Weighted-average discount rate Operating leases 5.5 The following table provides the maturities of lease liabilities at September 30, 2021: Schedule of maturities of lease liabilities Operating Leases Maturity of Lease Liabilities at September 30, 2021 Remainder of 2021 $ 100,632 2022 759,522 2023 1,184,356 2024 1,143,532 2025 1,118,146 2026 and thereafter 910,289 Total future undiscounted lease payments 5,216,476 Less: Interest (599,568 ) Present value of lease liabilities $ 4,616,908 Note that amounts above include future payments for a lease related to a facility to be constructed in Liberty Hill, Texas by an entity associated with the Company’s founders (see Note 5)

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11 – SUBSEQUENT EVENTS On October 8, 2021, the Company completed its initial public offering and sold 3,025,000 shares of its common stock at $5.50 per share. The Company received net proceeds of $15,040,125 after underwriter commissions and expenses of $1,597,375. The underwriting agreement provided the underwriter with the option to sell an additional 226,875 shares (the “Overallotment”) which can be sold for up to 45 days subsequent to the completion of the initial public offering at $5.50 per share. The underwriter was also issued a warrant to purchase 151,250 shares of the Company’s common stock at $6.88 per share. The warrant expires five years from the date of issuance. The Company’s Series A and Series B Preferred Stock was converted to 5,743,175 shares of common stock upon completion of the initial public offering. Shares issued upon conversion are subject to a lockup period of 180 days, upon which one-third of the shares can be sold, after an additional 30 days, another one-third of the shares can be sold, and after 30 more days, all shares can be sold. On October 26, 2021, the Company received notification that the underwriter was exercising its Overallotment and on October 29, 2021, the Company sold the additional shares and received net proceeds of $1,135,509. The underwriter was also issued a warrant to purchase 11,344 shares of the Company’s common stock at $6.88 per share. The warrant expires five years from the date of issuance. As of November 10, 2021, the Company has received exercise notices from warrant holders, other than the Company’s founders and the underwriter, representing 317,018 shares of common stock, that they are exercising their warrants on a cashless basis for 236,220 shares of common stock, of which 170,257 shares are subject to the same lockup period as the common shares issued upon conversion of the preferred stock. On November 12, 2021, the Company’s chief operating officer submitted his resignation to the Company to pursue a full-time role as chief executive officer of Monday Motorbikes. He will continue support the Company as needed through a 30-day transition period.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The basis of accounting applied is United States generally accepted accounting principles (US GAAP). The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany accounts, transactions and balances have been eliminated in consolidation.
Use of estimates	Use of estimates The preparation of the financial statements in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the dates of the financial statements and the reported amounts of expenses during the reporting periods. Making estimates requires management to exercise judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ significantly from those estimates.
Cash and cash equivalents	Cash and cash equivalents Cash and cash equivalents include short-term investments with original maturities of 90 days or less at the date of purchase. The recorded value of our cash and cash equivalents approximates their fair value.
Revenue recognition	Revenue recognition Revenue is recognized when the Company transfers control of the product to the customer and the 14-day acceptance period has expired, or acceptance has been received from the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring control of vehicles, parts, and accessories. Consideration that is received in advance of the transfer of goods are recorded as customer deposits until delivery has occurred or the customer cancels their order and the consideration is returned to the customer. Sales and other taxes the Company collects concurrent with revenue-producing activities are excluded from revenue. If a right of return exists, the Company adjusts revenue for the estimated effect of returns. Until the Company develop sales history, it will estimate expected returns based on industry data for sales returns as a percent of sales, type of product, and a projection of this experience into the future. Our sales do not have a financing component. Sales promotions and incentives. Shipping and handling charges and costs.
Product warranties	Product warranties The Company provides a one-year warranty on vehicles, and a two-year warranty on the battery pack. The Company accrues warranty reserves at the time a vehicle is delivered to the customer. Warranty reserves include the Company’s best estimate of the projected cost to repair or to replace any items under warranty, based on actual warranty experience as it becomes available and other known factors that may impact our evaluation of historical data. The Company reviews its reserves quarterly to ensure that its accruals are adequate in meeting expected future warranty obligations and will adjust estimates as needed. Factors that could have an impact on the warranty reserve include the following: changes in manufacturing quality, shifts in product mix, changes in warranty coverage periods, product recalls and changes in sales volume. Warranty expense is recorded as a component of cost of revenues in the statement of operations. The portion of the warranty provision which is expected to be incurred within 12 months from the balance sheet date will be classified as current, while the remaining amount will be classified as long-term liabilities.
Inventory	Inventory Inventory costs include material, labor and manufacturing overhead costs, including depreciation expense associated with the manufacture and distribution of the Company’s products. Inventories are stated at the lower of cost (first-in, first-out method) or net realizable value.
Property, plant and equipment	Property, plant and equipment Property, plant and equipment are valued at cost. Additions are capitalized and maintenance and repairs are charged to expense as incurred. Gains and losses on dispositions of equipment are reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets as follows: Schedule of estimated useful lives for property, plant and equipment Category Estimated Machinery, tooling and equipment 3 7 Vehicles 5 Computers and software 3
Long-lived assets	Long-lived assets The Company’s long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset.
Leases	Leases Right-of-use ("ROU") assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company does not separate non-lease components from the lease components to which they relate, and instead accounts for each separate lease and non-lease component associated with that lease component as a single lease component ASC 842 defines initial direct costs as only the incremental costs of signing a lease. Initial direct costs related to leasing that are not incremental are expensed as general and administrative expense in our statements of operations. The Company’s operating lease agreements primarily consist of leased real estate and are included within ROU assets – operating leases and ROU lease liabilities – operating leases on the balance sheets. The Company’s lease agreements may include options to extend the lease, which are not included in minimum lease payments unless they are reasonably certain to be exercised at lease commencement. The Company's leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.
Research and development expenses	Research and development expenses The Company records research and development expenses in the period in which they are incurred as a component of product development expenses.
Income taxes	Income taxes Deferred taxes are determined utilizing the "asset and liability" method, whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, when it's more likely than not that deferred tax assets will not be realized in the foreseeable future. Deferred tax liabilities and assets are classified as current or non-current based on the underlying asset or liability or if not directly related to an asset or liability based on the expected reversal dates of the specific temporary differences.
Fair value of financial instruments	Fair value of financial instruments The Company discloses fair value measurements for financial and non-financial assets and liabilities measured at fair value. Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting standard establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable prices that are based on inputs not quoted on active markets but are corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.
Stock-based compensation	Stock-based compensation The Company has a stock-based incentive award plan for our employees and directors. The Company measures stock-based compensation at the estimated fair value on the grant date and recognizes the amortization of stock-based compensation expense on a straight-line basis over the requisite service period, or when it is probable criteria will be achieved for performance-based awards. Fair value is determined based on assumptions related to the fair value of the Company common stock, stock volatility and risk-free rate of return. The Company has elected to recognize forfeitures when realized.
Recently issued accounting pronouncements	Recently issued accounting pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) (“ASU 2019-12”): Simplifying the Accounting for Income Taxes. The new standard eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences related to changes in ownership of equity method investments and foreign subsidiaries. The guidance also simplifies aspects of accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. For public business entities, it is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the potential impact of this standard on its financial statements. From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies that the Company adopts as of the specified effective date. The Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on the Company’s financial position or results of operations upon adoption.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Schedule of estimated useful lives for property, plant and equipment	Schedule of estimated useful lives for property, plant and equipment Category Estimated Machinery, tooling and equipment 3 7 Vehicles 5 Computers and software 3

LONG _ LIVED ASSETS (Tables)

LONG – LIVED ASSETS (Tables)	9 Months Ended
	Sep. 30, 2021
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	Schedule of property and equipment September 30, 2021 December 31, 2020 Machinery, tooling and equipment $ 454,303 $ 215,995 Vehicles 134,144 73,202 Demonstration vehicles 113,985 – Fixtures & furniture 72,346 – Leasehold improvements 17,124 – Computers 78,879 18,112 870,780 307,309 Less: Accumulated depreciation (109,738 ) (2,038 ) Total property, plant and equipment $ 761,042 $ 305,271

NOTES PAYABLE AND PROMISSORY _2

NOTES PAYABLE AND PROMISSORY NOTES (Tables)	9 Months Ended
	Sep. 30, 2021
Debt Disclosure [Abstract]
Schedule of maturities for notes payable	Schedule of maturities for notes payable Remainder of 2021 $ 5,921 2022 23,685 2023 23,685 2024 23,685 2025 17,664 2026 and thereafter 14,654 Total future payments 109,294 Less: Interest (18,638 ) Total notes payable 90,656 Less current portion (17,438 ) Long-term notes payable $ 73,218

STOCKHOLDERS_ EQUITY (Tables)

STOCKHOLDERS’ EQUITY (Tables)	9 Months Ended
	Sep. 30, 2021
Equity [Abstract]
Schedule of warrant activity	Schedule of warrant activity Common Stock Warrants Shares Weighted Weighted Intrinsic Value Outstanding at January 1, 2021 151,590 $ 0.004 9.17 Granted 11,427,052 1.04 9.35 Cancelled – $ – – Expired – $ – – Exercised – $ – – Outstanding at September 30, 2021 11,578,642 $ 1.03 9.34 $ 45,713,770 Exercisable at September 30, 2021 11,578,642 $ 1.03 9.34 $ 46,010,840

STOCK-BASED COMPENSATION (Table

STOCK-BASED COMPENSATION (Tables)	9 Months Ended
	Sep. 30, 2021
Equity [Abstract]
Schedule of restricted stock unit activity	Schedule of restricted stock unit activity Restricted Stock Units Outstanding January 1, 2021 637,500 Granted – Vested – Cancelled (187,500 ) Outstanding September 30, 2021 450,000
Schedule of stock option activity	Schedule of stock option activity Common Stock Options Shares Weighted Weighted Intrinsic Value Outstanding at January 1, 2021 – $ – Granted 1,892,375 $ 2.72 – – Forfeited (218,125 ) $ 1.00 – – Exercised – $ – – – Outstanding at September 30, 2021 1,674,250 $ 1.73 9.75 $ 5,503,000 Exercisable at September 30, 2021 – $ – – $ –
Schedule of stock-based compensation expense	Schedule of stock-based compensation expense Three Months September 30, 2021 Nine Months September 30, 2021 Cost of Goods Sold $ 188,860 $ 269,266 Sales and Marketing 160,622 237,028 Product Development 354,439 379,160 General and Administrative 145,804 13,370,865 Total $ 849,725 $ 14,256,318

LOSS PER COMMON SHARE (Tables)

LOSS PER COMMON SHARE (Tables)	9 Months Ended
	Sep. 30, 2021
Earnings Per Share [Abstract]
Schedule of diluted net loss per share due to their antidilutive effect	Schedule of diluted net loss per share due to their antidilutive effect Three months Three months Nine months Period ended September 30, 2021 September 30, 2020 September 30, 2021 September 30, 2020 Numerator: Net loss $ (5,890,555 ) $ (304,559 ) $ (25,345,840 ) $ (376,657 ) Denominator: Denominator for basic and diluted net loss per common share - weighted average of common shares 2,303,508 125,687 2,121,129 51,520 Basic and diluted net loss per common share $ (2.55 ) $ (2.42 ) $ (11.95 ) $ (7.31 )

INCOME TAXES (Tables)

INCOME TAXES (Tables)	9 Months Ended
	Sep. 30, 2021
Income Tax Disclosure [Abstract]
Schedule of deferred tax assets and liabilities	Schedule of deferred tax assets and liabilities September 30, 2021 December 31, 2020 Deferred tax assets Net operating losses $ 2,634,433 $ 242,000 Depreciation and amortization 28,481 – Research & development credit 54,571 – Lease liability 481,554 – Stock-based compensation 2,858,033 – Accrued expenses 32,417 – Other 336 – Total 6,089,825 242,000 Valuation allowance (5,607,482 ) (242,000 ) Net deferred tax asset (482,343 ) – Deferred tax liabilities Right of use assets (482,343 ) – Net Deferred tax liabilities $ – $ –

LEASES (Tables)

LEASES (Tables)	9 Months Ended
	Sep. 30, 2021
Leases [Abstract]
Schedule of lease cost for operating leases	Schedule of lease cost for operating leases Three Months Ended September 30, 2021 Nine months Ended September 20, 2021 Lease Cost Operating lease cost $ 121,932 $ 252,951 Short-term lease cost 61,226 132,697 Variable lease cost – – Sublease income – – Total lease cost $ 183,158 $ 385,648
Schedule of supplemental cash flow information related to leases	Schedule of supplemental cash flow information related to leases September 30, 2020 Other Lease Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 194,175
Schedule of lease-related assets and liabilities	Schedule of lease-related assets and liabilities September 30, 2021 December 31, 2020 Lease Position Operating Leases Operating lease right-of-use assets $ 2,296,872 $ 842,357 Right of use liability operating lease short term 328,337 141,943 Right of use liability operating lease long term 1,964,779 614,414 Total operating lease liabilities $ 2,293,116 $ 756,357
Schedule of maturities of lease liabilities	Schedule of maturities of lease liabilities Operating Leases Maturity of Lease Liabilities at September 30, 2021 Remainder of 2021 $ 100,632 2022 759,522 2023 1,184,356 2024 1,143,532 2025 1,118,146 2026 and thereafter 910,289 Total future undiscounted lease payments 5,216,476 Less: Interest (599,568 ) Present value of lease liabilities $ 4,616,908

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	9 Months Ended
	Sep. 30, 2021
Machinery and Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Lives	3 years
Machinery and Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Lives	7 years
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Lives	5 years
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated Useful Lives	3 years

LONG - LIVED ASSETS (Details)

LONG - LIVED ASSETS (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property, plant and equipment gross	$ 870,780	$ 307,309
Total property, plant and equipment	761,042	305,271
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment gross	454,303	215,995
Less: Accumulated depreciation	(109,738)	(2,038)
Total property, plant and equipment	761,042	305,271
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment gross	134,144	73,202
Demonstration Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment gross	113,985	0
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment gross	72,346	0
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment gross	17,124	0
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment gross	$ 78,879	$ 18,112

LONG _ LIVED ASSETS (Details Na

LONG – LIVED ASSETS (Details Narrative) - USD ($)	3 Months Ended		7 Months Ended	9 Months Ended	10 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2020	Sep. 30, 2021	Dec. 31, 2020
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 57,448			$ 124,726
Amortization expense	$ 3,741	$ 194	$ 194	$ 9,831	$ 17,438
Amortized over an estimated useful life				15 years

NOTES PAYABLE AND PROMISSORY _3

NOTES PAYABLE AND PROMISSORY NOTES (Details)	Sep. 30, 2021USD ($)
Debt Disclosure [Abstract]
Remainder of 2021	$ 5,921
2022	23,685
2023	23,685
2024	23,685
2025	17,664
2026 and thereafter	14,654
Total future payments	109,294
Total notes payable	90,656
Less current portion	(17,438)
Long-term notes payable	$ 73,218

NOTES PAYABLE AND PROMISSORY _4

NOTES PAYABLE AND PROMISSORY NOTES (Details Narrative) - USD ($)	Sep. 10, 2021	Apr. 30, 2021	Dec. 31, 2020	Sep. 30, 2020	Sep. 30, 2021	Feb. 20, 2020
Defined Benefit Plan Disclosure [Line Items]
Financing cost		$ 30,942	$ 75,702
Interest rate		7.64%	8.64%
Periodic payment		$ 753	$ 1,211
Payments term		48 months	72 months
Shareholders' equity			$ (1,141,855)	$ (304,861)	$ 4,788,904
Proceeds from initial public offering				$ 0	2,205,440
Promissory Notes [Member]
Defined Benefit Plan Disclosure [Line Items]
Convertible Debt					$ 2,000,000
Debt instrument interest rate	6.00%
Shares issued	266,664
Issuance costs	$ 161,000
Shareholders' equity	65,000
Proceeds from initial public offering	$ 2,007,333

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	1 Months Ended	9 Months Ended	10 Months Ended
	Dec. 31, 2020	Sep. 30, 2021	Dec. 31, 2020	Oct. 02, 2020
Related Party Transactions [Abstract]
Cash proceeds			$ 75,000
Received cash proceeds		$ 5,000
Repayment of related party debt			$ 63,083
Warehouse and office space expenses				$ 5,560
Rent Payments	$ 11,120

STOCKHOLDERS' EQUITY (Details)

STOCKHOLDERS' EQUITY (Details) - USD ($)	9 Months Ended	10 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Outstanding at end of period	9 years 4 months 2 days	9 years 2 months 1 day
Common Stock Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Class of Warrant or Right, Outstanding	151,590
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.004
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period	11,427,052
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value	$ 1.04
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Expirations	0
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised	0
Class of Warrant or Right, Outstanding	11,578,642	151,590
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 1.03	$ 0.004
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding	$ 45,713,770
Equity Option [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Outstanding at end of period	9 years 9 months
Exercisable at end of period	9 years 4 months 2 days

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)	Oct. 08, 2021	Oct. 29, 2021	Sep. 30, 2020	Feb. 28, 2021	Sep. 30, 2021	Sep. 30, 2020	May 31, 2021	Sep. 30, 2020	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2020	Mar. 31, 2021	Jan. 31, 2021
Class of Stock [Line Items]
Common stock, shares authorized (in shares)					100,000,000				100,000,000	100,000,000	100,000,000
Common stock, par value (in dollars per share)					$ 0.00001				$ 0.00001	$ 0.00001	$ 0.00001
Preferred stock, shares authorized (in shares)					5,000,000				5,000,000	5,000,000	5,000,000
Preferred stock, par value (in dollars per share)					$ 0.00001				$ 0.00001	$ 0.00001	$ 0.00001
Cash proceeds										$ 75,000
Net proceeds								$ 0	$ 735,000
Other expense								60,963	$ 14,256,318
Warrant [Member]
Class of Stock [Line Items]
Estimated life									5 years
Common Stock Warrants [Member]
Class of Stock [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights					$ 1.03				$ 1.03	$ 0.004	$ 0.004
Other expense					$ 151,720	$ 67,574		$ 67,574	$ 13,274,861
Common Stock Warrants [Member] | Company Founders [Member]
Class of Stock [Line Items]
Warrants and Rights Outstanding, Term												10 years
Class of Warrant or Right, Exercise Price of Warrants or Rights												$ 0.98
Common Stock [Member]
Class of Stock [Line Items]
Common stock shares sold			1,625,000
Cash proceeds			$ 10,833
Offering shares			312,500
Cash investments										$ 2,000,000	$ 2,000,000
Diluted common stock											$ 5,000,000
Prepaid expenses													$ 53,500
Common Stock [Member] | One Financial Broker [Member] | Series A Preferred Stock Offering [Member]
Class of Stock [Line Items]
Offering shares				79,750
Common Stock [Member] | One Financial Broker [Member] | Series B Preferred Stock Offering [Member]
Class of Stock [Line Items]
Offering shares							123,296
Common Stock [Member] | Subsequent Event [Member]
Class of Stock [Line Items]
Common stock shares sold	3,025,000	226,875
Net proceeds	$ 15,000,000	$ 1,100,000
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, par value (in dollars per share)					$ 0.00001				$ 0.00001	$ 0.00001	$ 0.00001
Offering shares				415,287
Converted preferred stock					424,269				424,269				351,832
Gross proceeds				$ 2,669,978
Payments of Stock Issuance Costs				$ 205,470					$ 205,470
Common Stock Warrants [Member] | One Financial Broker [Member] | Series A Preferred Stock Offering [Member]
Class of Stock [Line Items]
Offering shares				79,775
Warrants and Rights Outstanding, Term				5 years
Class of Warrant or Right, Exercise Price of Warrants or Rights				$ 2.57
Common Stock Warrants [Member] | One Financial Broker [Member] | Series B Preferred Stock Offering [Member]
Class of Stock [Line Items]
Offering shares							197,277
Warrants and Rights Outstanding, Term				5 years
Class of Warrant or Right, Exercise Price of Warrants or Rights				$ 3.80
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, par value (in dollars per share)					$ 0.00001				$ 0.00001	$ 0.00001	$ 0.00001
Offering shares							1,105,827
Gross proceeds							$ 10,505,357
Payments of Stock Issuance Costs							$ 890,026		$ 890,026

STOCK-BASED COMPENSATION (Detai

STOCK-BASED COMPENSATION (Details - Restricted stock unit activity) - Restricted Stock Units (RSUs) [Member] - shares	1 Months Ended	9 Months Ended
	Oct. 31, 2020	Sep. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number, Beginning Balance		637,500
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period	637,500	0
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period		0
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number, Ending Balance		450,000

STOCK-BASED COMPENSATION (Det_2

STOCK-BASED COMPENSATION (Details - Stock option activity) - Equity Option [Member]	9 Months Ended
	Sep. 30, 2021USD ($)$ / sharesshares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding at beginning of period | shares	0
Outstanding at beginning of period | $ / shares	$ 0
Granted | shares	1,892,375
Granted | $ / shares	$ 2.72
Forfeited | shares	(218,125)
Forfeited | $ / shares	$ 1
Exercised | shares	0
Exercised | $ / shares	$ 0
Exercised | $	$ 0
Outstanding at end of period | shares	1,674,250
Outstanding at end of period | $ / shares	$ 1.73
Outstanding at end of period	9 years 9 months
Outstanding at end of period | $	$ 5,503,000
Exercisable at end of period | shares	0
Exercisable at end of period | $ / shares	$ 0
Exercisable at end of period | $	$ 0

STOCK-BASED COMPENSATION (Det_3

STOCK-BASED COMPENSATION (Details - Stock based compensation) - USD ($)	3 Months Ended		7 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2020	Sep. 30, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]
Total	$ 4,742,906	$ 304,559	$ 376,657	$ 24,167,363
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Total	849,725			14,256,318
Cost of Sales [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Total	188,860			269,266
Selling and Marketing Expense [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Total	160,622			237,028
In Process Research and Development [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Total	354,439			379,160
General and Administrative Expense [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Total	$ 145,804			$ 13,370,865

STOCK-BASED COMPENSATION (Det_4

STOCK-BASED COMPENSATION (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended	7 Months Ended	9 Months Ended
	Jul. 31, 2021	Oct. 31, 2020	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Jan. 31, 2021	Jan. 02, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock shares reserved							3,000,000
Shares available for issuance			703,243		703,243
Stock based compensation				$ 60,963	$ 14,256,318
Volatility minimum					71.00%
Volatility rate maximum					105.00%
Risk free interest rate minimum					0.77%
Risk free interest rate maximum					0.85%
Estimated life					6 years
Minimum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Estimated fair value			$ 0.98		$ 0.98
Maximum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Estimated fair value			$ 5		$ 5
Director [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock shares reserved						250,000
Awards granted	162,507
Restricted Stock Units (RSUs) [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Awards granted		637,500			0
Awards forfeited			187,500
Stock based compensation					$ 179,795
Additional compensation expense			$ 603,544		603,544
Restricted Stock Units (RSUs) [Member] | Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock based compensation					594,775
Equity Option [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock based compensation			$ 121,798		$ 244,151

LOSS PER COMMON SHARE (Details)

LOSS PER COMMON SHARE (Details) - USD ($)	3 Months Ended		7 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2020	Sep. 30, 2021
Earnings Per Share [Abstract]
Net loss	$ (5,890,555)	$ (304,559)	$ (376,657)	$ (25,345,840)
Denominator for basic and diluted net loss per common share - weighted average of common shares	2,303,508	125,687	51,520	2,121,129
Basic and diluted net loss per common share	$ (2.55)	$ (2.42)	$ (7.31)	$ (11.95)

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Deferred tax assets
Net operating losses	$ 2,634,433	$ 242,000
Depreciation and amortization	28,481	0
Research & development credit	54,571	0
Stock-based compensation	2,858,033	0
Accrued expenses	32,417	0
Other	336	0
Total	6,089,825	242,000
Valuation allowance	(5,607,482)	(242,000)
Net deferred tax asset	(482,343)	0
Net Deferred tax liabilities	$ 0	$ 0

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative)	Sep. 30, 2021USD ($)
Income Tax Disclosure [Abstract]
Net operating loss carry forward	$ 12,545,000

LEASES (Details - Lease cost)

LEASES (Details - Lease cost) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Lease Cost
Operating lease cost	$ 121,932	$ 252,951
Short-term lease cost	61,226	132,697
Variable lease cost	0	0
Sublease income	0	0
Total lease cost	$ 183,158	$ 385,648

LEASES (Details - Supplemental

LEASES (Details - Supplemental cash flow information related to leases)	9 Months Ended
	Sep. 30, 2021USD ($)
Leases [Abstract]
Operating cash flows from operating leases	$ 194,175

LEASES (Details - Lease-related

LEASES (Details - Lease-related assets and liabilities) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Operating Leases
Operating lease right-of-use assets	$ 2,296,872	$ 842,357
Right of use liability operating lease short term	328,337	141,943
Right of use liability operating lease long term	1,964,779	614,414
Total operating lease liabilities	$ 2,293,116	$ 756,357

LEASES (Details - Other informa

LEASES (Details - Other information)	Sep. 30, 2021
Leases [Abstract]
Weighted-average remaining lease term Operating leases	4 years 10 months 24 days
Weighted-average discount rate Operating leases	5.50%

LEASES (Details - Maturities of

LEASES (Details - Maturities of lease liabilities)	Sep. 30, 2021USD ($)
Leases [Abstract]
Remainder of 2021	$ 100,632
2022	759,522
2023	1,184,356
2024	1,143,532
2025	1,118,146
2026 and thereafter	910,289
Total future undiscounted lease payments	$ 5,216,476