Aphex BioCleanse Systems Inc
Formerly Known as
Sunset Capital Assets Inc.
A Nevada Corporation
1162 Pittsford Victor Rd, Suite 220
Pittsford NY, 14534
_______________________________
+1 (585) 798-7775www.aphexus.cominfo@aphexus.com
SIC Code: Primary 6199 and Secondary 6500
Quarterly Report
For the Period Ending: September 30, 2021
(the "Reporting Period")
As of September 30, 2021, the number of shares outstanding of our Common Stock was: 265,124,285
As of June 30, 2021, the number of shares outstanding of our Common Stock was: 246,852,285
As of December 31, 2020, the number of shares outstanding of our Common Stock was: 246,120,537
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):
Yes: ☐ No: ☒
Indicate by check mark whether the company's shell status has changed since the previous reporting period:
Yes: ☐ No: ☒
Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:
Yes: ☐ | No: ☒ |
TABLE OF CONTENTS
1 "Change in Control" shall mean any events resulting in:
- Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;
- The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
- A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
- The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.
1
1. | Name of the Issuer and its predecessors (if any) | ...................................................................................3 |
2. | Security Information.............................................................................................................................. | 3 |
3. | Issuance History..................................................................................................................................... | 4 |
4. | Financial Statements ........................................................................................................................... | 11 |
5. | Issuer's Business, Products and Services ............................................................................................. | 18 |
6. | Issuer's Facilities .................................................................................................................................. | 20 |
7. | Officers, Directors and Control Persons…............................................................................................ | 20 |
8. | Legal/Disciplinary History .................................................................................................................... | 21 |
9. | Third Party Providers. .......................................................................................................................... | 22 |
10. | Issuer Certification…............................................................................................................................ | 23 |
2
- Name and address(es) of the issuer and its predecessors (if any)
Aphex BioCleanse Systems, Inc. ("Company") was incorporated on May 1, 1998 in the State of Nevada as "Novanet International, Inc." On August 1, 2001, the Company changed its name to "Cascade Sled Dog Adventures, Inc.", which it changed to "Sunset Brands, Inc." on October 4, 2004. On January 25, 2012, the Company changed its name to "Sunset Capital Assets, Inc." which it changed to "Aphex BioCleanse Systems" Inc. on September 10, 2020.
The Company is active in the State of Nevada.
The Company has had no trading suspension orders issued by the SEC or to its predecessors since inception.
The Company has neither effected a stock split, stock dividend, recapitalization, merger, acquisition, spin-off or reorganization within the last twelve months, nor is any such action currently anticipated.
The Company's principal executive office and principal place of business is located at 1162 Pittsford Victor Rd, Suite 220, Pittsford NY 14534
Check box if principal executive office and principal place of business are the same address: ☒
Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the
past five years? | Yes: ☐ | No: ☒ | |||
2) | Security Information | ||||
Trading symbol: | SNST | ||||
Exact title and class of securities outstanding: | Sunset Capital Assets ORD SHS | ||||
CUSIP: | 86769A305 | ||||
Par or stated value: | $0.0001 | ||||
Total shares authorized: | 750,000,000 as of September 30, 2021 | ||||
Total shares outstanding: | 265,124,285 | as of September 30, 2021 | |||
Number of shares in the Public Float2: | 8,612,235 | as of September 30, 2021 | |||
Total number of shareholders of record: | 368 | as of September 30, 2021 |
Transfer Agent
Issuer Direct Corporation +1 (919) 481-4000
Email: info@issuerdirect.com
Address: One Glenwood Ave, Suite 1001, Raleigh, NC 27603
Is the Transfer Agent registered under the Exchange Act?3 Yes: ☒ | No: ☐ |
- "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.
- To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.
3
- Issuance History
Changes to the Number of Outstanding Share
- Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☒
Shares Outstanding as of Second Most Recent Fiscal | |||||||||
Year End: | |||||||||
Opening Balance | |||||||||
Date 12/31/2019 | Common: 17,709,413 | ||||||||
Preferred: 10,000,000 | |||||||||
Date of | Transaction | Number of | Class of | Value of | Were the | Individual/ Entity | Reason for share | Restricted | Exemption or |
Transaction | type (e.g. new | Shares Issued | Securities | shares | shares | Shares were | issuance (e.g. for | or | Registration |
issuance, | (or cancelled) | issued | issued at a | issued to | cash or debt | Unrestrict | Type | ||
cancellation, | ($/per | discount to | (entities must | conversion) -OR- | ed as of | ||||
shares | share) at | market | have individual | Nature of Services | this filing | ||||
returned to | Issuance | price at the | with voting / | Provided | |||||
treasury) | time of | investment | |||||||
issuance? | control | ||||||||
(Yes/No) | disclosed) | ||||||||
06/17/2020 | New | 100,000 | Common | $1.00 | Yes | Jeff Betros | Services | Restricted | Reg D |
06/17/2020 | New | 500,000 | Common | $1.00 | Yes | Timothy Betros | Debt conversion | Restricted | Reg D |
06/17/2020 | New | 200,000 | Common | $1.00 | Yes | Tommy Mallard | Consulting services | Restricted | Reg D |
06/17/2020 | New | 400,000 | Common | $1.00 | Yes | James Morgan | Deferred | Restricted | Reg D |
compensation | |||||||||
06/17/2020 | New | 350,000 | Common | $1.00 | Yes | Charles F. | Accounting Services | Restricted | Reg D |
Ragland, Jr. | |||||||||
06/17/2020 | New | 400,000 | Common | $1.00 | Yes | Barbara | Debt conversion | Restricted | Reg D |
Romanchock | |||||||||
06/17/2020 | New | 350,000 | Common | $1.00 | Yes | Kaley Christine | Deferred | Restricted | Reg D |
Watson | compensation | ||||||||
06/17/2020 | New | 350,000 | Common | $1.00 | Yes | Jared Andrew | Deferred | Restricted | Reg D |
Watson | compensation | ||||||||
06/17/2020 | New | 150,000 | Common | $1.00 | Yes | Lisa Betros- | Deferred | Restricted | Reg D |
Walker | compensation | ||||||||
06/17/2020 | New | 400,000 | Common | $1.00 | Yes | Daniel Charles | Legal services | Restricted | Reg D |
Vaughn | |||||||||
06/17/2020 | New | 300,000 | Common | $1.00 | Yes | Piggy Bank | Consulting services | Restricted | Reg D |
Ventures | |||||||||
(Richard Felton) | |||||||||
06/17/2020 | New | 60,000 | Common | $1.00 | Yes | American Classic | Debt conversion | Restricted | Reg D |
Homes LLC | |||||||||
(Richard Briggs) | |||||||||
06/17/2020 | New | 100,000 | Common | $1.00 | Yes | Harold H. Erhard | Consulting services | Restricted | Reg D |
06/17/2020 | New | 250,000 | Common | $1.00 | Yes | TPC Company | Consulting services | Restricted | Reg D |
(Peyton Jackson) | |||||||||
06/17/2020 | New | 40,000 | Common | $1.00 | Yes | Doug Formis | Consulting services | Restricted | Reg D |
06/17/2020 | New | 212,000 | Common | $1.00 | Yes | John Lupo | Consulting services | Restricted | Reg D |
06/17/2020 | New | 150,000 | Common | $1.00 | Yes | Mark Timm | Consulting services | Restricted | Reg D |
06/17/2020 | New | 700,000 | Common | $1.00 | Yes | Khaos Media | Consulting services | Restricted | Reg D |
Group LLC | |||||||||
(Jason Abbot) | |||||||||
06/17/2020 | New | 325,313 | Common | $1.00 | Yes | Nassau Partners | Consulting services | Restricted | Reg D |
LLC | |||||||||
(Peyton Jackson) | |||||||||
07/30/2020 | New | 1,510,657 | Common | $0.33 | Yes | Robert and Janet | Merger share | Restricted | Reg D |
Allardice | exchange | ||||||||
07/30/2020 | New | 75,531 | Common | $0.33 | Yes | Carl L Radel | Merger share | Restricted | Reg D |
exchange | |||||||||
07/30/2020 | New | 194,164 | Common | $0.25 | Yes | John T. Allen | Merger share | Restricted | Reg D |
exchange | |||||||||
07/30/2020 | New | 484,222 | Common | $0.25 | Yes | Mark Allen | Merger share | Restricted | Reg D |
exchange | |||||||||
07/30/2020 | New | 481,034 | Common | $0.25 | Yes | Melinda Allen | Merger share | Restricted | Reg D |
exchange | |||||||||
07/30/2020 | New | 248,485 | Common | $0.25 | Yes | Roger F. | Merger share | Restricted | Reg D |
Anderson | exchange | ||||||||
07/30/2020 | New | 48,471 | Common | $0.25 | Yes | William Antonelli | Merger share | Restricted | Reg D |
exchange | |||||||||
07/30/2020 | New | 14,058 | Common | $0.25 | Yes | Phillip J. Baker | Merger share | Restricted | Reg D |
exchange | |||||||||
07/30/2020 | New | 48,741 | Common | $0.25 | Yes | Roy Baker | Merger share | Restricted | Reg D |
exchange |
4
07/30/2020 | New | 292,445 | Common | $0.25 | Yes | Banwart | Merger share | Restricted | Reg D | |
Revocable Trust | exchange | |||||||||
(Kent Banwart) | ||||||||||
07/30/2020 | New | 47,785 | Common | $0.25 | Yes | Kyle J. Banwart | Merger share | Restricted | Reg D | |
exchange | ||||||||||
07/30/2020 | New | 47,785 | Common | $0.25 | Yes | Jenny L. Banwart | Merger share | Restricted | Reg D | |
exchange | ||||||||||
07/30/2020 | New | 47,785 | Common | $0.25 | Yes | Jason & Kelsey | Merger share | Restricted | Reg D | |
Banwart | exchange | |||||||||
07/30/2020 | New | 47,785 | Common | $0.25 | Yes | Darin K. Banwart | Merger share | Restricted | Reg D | |
exchange | ||||||||||
07/30/2020 | New | 47,785 | Common | $0.25 | Yes | Kurt & Kaylee | Merger share | Restricted | Reg D | |
Banwart | exchange | |||||||||
07/30/2020 | New | 47,785 | Common | $0.25 | Yes | Robert & | Merger share | Restricted | Reg D | |
Lynnette Barrow | exchange | |||||||||
07/30/2020 | New | 47,785 | Common | $0.25 | Yes | Michael Tyler | Merger share | Restricted | Reg D | |
exchange | ||||||||||
07/30/2020 | New | 341,186 | Common | $0.25 | Yes | Timothy W. | Merger share | Restricted | Reg D | |
Betros | exchange | |||||||||
07/30/2020 | New | 193,689 | Common | $0.25 | Yes | Trevor Lee | Merger share | Restricted | Reg D | |
Betros | exchange | |||||||||
07/30/2020 | New | 633,632 | Common | $0.25 | Yes | Tim Betros. II | Merger share | Restricted | Reg D | |
exchange | ||||||||||
07/30/2020 | New | 77,347 | Common | $0.25 | Yes | Lisa Betros | Merger share | Restricted | Reg D | |
Walker | exchange | |||||||||
07/30/2020 | New | 82,717 | Common | $0.25 | Yes | Catherin J. | Merger share | Restricted | Reg D | |
Biendenbach | exchange | |||||||||
07/30/2020 | New | 48,741 | Common | $0.25 | Yes | Donna M. Bolen | Merger share | Restricted | Reg D | |
exchange | ||||||||||
07/30/2020 | New | 48,102 | Common | $0.25 | Yes | Allysa J. Bolen | Merger share | Restricted | Reg D | |
exchange | ||||||||||
07/30/2020 | New | 48,102 | Common | $0.25 | Yes | Matthew Blaine | Merger share | Restricted | Reg D | |
Bolen | exchange | |||||||||
07/30/2020 | New | 47,785 | Common | $0.25 | Yes | Lauri Diane | Merger share | Restricted | Reg D | |
Boudreau | exchange | |||||||||
07/30/2020 | New | 238,924 | Common | $0.25 | Yes | Robert Bryant | Merger share | Restricted | Reg D | |
exchange | ||||||||||
07/30/2020 | New | 8,349,385 | Common | $0.25 | Yes | Scott Buckley | Merger share | Restricted | Reg D | |
exchange | ||||||||||
07/30/2020 | New | 97,482 | Common | $0.25 | Yes | Scott Caccamise | Merger share | Restricted | Reg D | |
exchange | ||||||||||
07/30/2020 | New | 47,785 | Common | $0.25 | Yes | Sherry Lynn | Merger share | Restricted | Reg D | |
Carlson | exchange | |||||||||
07/30/2020 | New | 2,389,236 | Common | $0.25 | Yes | Wayne Chandler | Merger share | Restricted | Reg D | |
exchange | ||||||||||
07/30/2020 | New | 418,116 | Common | $0.25 | Yes | Bernard | Merger share | Restricted | Reg D | |
Chavanon | exchange | |||||||||
07/30/2020 | New | 418,116 | Common | $0.25 | Yes | Jerome | Merger share | Restricted | Reg D | |
Chavanon | exchange | |||||||||
07/30/2020 | New | 726,333 | Common | $0.25 | Yes | Forest J. Church | Merger share | Restricted | Reg D | |
exchange | ||||||||||
07/30/2020 | New | 238,924 | Common | $0.25 | Yes | Patricia A. Collins | Merger share | Restricted | Reg D | |
exchange | ||||||||||
07/30/2020 | New | 97,482 | Common | $0.25 | Yes | Brandon | Merger share | Restricted | Reg D | |
Corneller | exchange | |||||||||
07/30/2020 | New | 119,482 | Common | $0.25 | Yes | Isabelle F Cotter | Merger share | Restricted | Reg D | |
exchange | ||||||||||
07/30/2020 | New | 97,482 | Common | $0.25 | Yes | Scott & Shirley | Merger share | Restricted | Reg D | |
Crawford | exchange | |||||||||
07/30/2020 | New | 13,963 | Common | $0.25 | Yes | Laurie Curran | Merger share | Restricted | Reg D | |
exchange | ||||||||||
07/30/2020 | New | 24,370 | Common | $0.25 | Yes | James D DanielII | Merger share | Restricted | Reg D | |
exchange | ||||||||||
07/30/2020 | New | 2,363 | Common | $0.25 | Yes | Adam Denker | Merger share | Restricted | Reg D | |
exchange | ||||||||||
07/30/2020 | New | 17,709 | Common | $0.25 | Yes | Vanessa M. | Merger share | Restricted | Reg D | |
DePalma | exchange | |||||||||
07/30/2020 | New | 481,034 | Common | $0.25 | Yes | Janice Dixon | Merger share | Restricted | Reg D | |
exchange | ||||||||||
07/30/2020 | New | 97,004 | Common | $0.25 | Yes | Richard T. | Merger share | Restricted | Reg D | |
Dumont | exchange | |||||||||
07/30/2020 | New | 47,785 | Common | $0.25 | Yes | Erica Dunalevy | Merger share | Restricted | Reg D | |
exchange | ||||||||||
07/30/2020 | New | 500,276 | Common | $0.25 | Yes | Randolph F | Merger share | Restricted | Reg D | |
Dunham | exchange | |||||||||
07/30/2020 | New | 194,964 | Common | $0.25 | Yes | John F Erickson | Merger share | Restricted | Reg D | |
exchange | ||||||||||
07/30/2020 | New | 3,155,728 | Common | $0.25 | Yes | Allen Erickson | Merger share | Restricted | Reg D | |
exchange | ||||||||||
07/30/2020 | New | 96,526 | Common | $0.25 | Yes | Trevor Erickson | Merger share | Restricted | Reg D | |
exchange |
5
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Sunset Capital Assets Inc. published this content on 11 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 November 2021 03:16:11 UTC.