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
Annual Report
For the Period Ending December 31, 2021
(the "Reporting Period")
As of December 31, 2021, the number of shares outstanding of our Common Stock was: 265,124,285
As of September 30, 2021, the number of shares outstanding of our Common Stock was: 265,124,285
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: ☒
1 "Change in Control" shall mean any events resulting in:
(i) 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.
(ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets.
(iii) 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
(iv) 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.
TABLE OF CONTENTS
1. Name of the Issuer and its predecessors (if any) ................................................................................... 3
2. Security Information .............................................................................................................................. 3
3. Issuance History ..................................................................................................................................... 4
4. Financial Statements ........................................................................................................................... 12
5. Issuer's Business, Products and Services ............................................................................................. 20
6. Issuer's Facilities .................................................................................................................................. 22
7. Officers, Directors and Control Persons… ............................................................................................ 23
8. Legal/Disciplinary History .................................................................................................................... 23
9. Third Party Providers . .......................................................................................................................... 24
10. Issuer Certification… ............................................................................................................................ 25
Name and address(es) of the issuer and its predecessors (if any)Alphex 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: | Common Stock |
CUSIP: | 86769A305 |
Par or stated value: | $0.0001 |
Total shares authorized: | 750,000,000 |
Total shares outstanding: | 265,285,785 |
Number of shares in the Public Float2: | 9,347,235 |
Total number of shareholders of record: | 373 |
Exact title and class of securities outstanding | Preferred Stock |
Par or stated Value: | $0.0001 |
Total shares authorized | 10,000,000 |
Total shares outstanding | 10,000,000 |
Total number of shareholders of record: | 1 |
Transfer Agent | |
Issuer Direct Corporation | |
+1 (919) 481-4000 | |
Email:info@issuerdirect.com |
Address: One Glenwood Ave, Suite 1001, Raleigh, NC 27603
as of December 31, 2021
as of December 31, 2021
as of December 31, 2021
as of December 31, 2021
as of December 31, 2021
as of December 31, 2021
as of December 31, 2021
Is the Transfer Agent registered under the Exchange Act?3 Yes: ☒
No: ☐
2 "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.
3 To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.
3
Issuance HistoryChanges to the Number of Outstanding Share
A. Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☒
Shares Outstanding as of Second Most Recent Fiscal Year End: Opening Balance Date 12/31/2019 Common: 17,709,413 Preferred: 10,000,000 | |||||||||
Date of Transaction | Transaction type (e.g., new issuance, cancellation, shares returned to treasury) | Number of Shares Issued (or cancelled) | Class of Securities | Value of shares issued ($/per share) at Issuance | Were the shares issued at a discount to market price at the time of issuance? (Yes/No) | Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed) | Reason for share issuance (e.g., for cash or debt conversion) -or-Nature of Services Provided | Restricted or Unrestrict ed as of this filing | Exemption or Registration Type |
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 compensation | Restricted | Reg D |
06/17/2020 | New | 350,000 | Common | $1.00 | Yes | Charles F. Ragland, Jr. | Accounting Services | Restricted | Reg D |
06/17/2020 | New | 400,000 | Common | $1.00 | Yes | Barbara Romanchock | Debt conversion | Restricted | Reg D |
06/17/2020 | New | 350,000 | Common | $1.00 | Yes | Kaley Christine Watson | Deferred compensation | Restricted | Reg D |
06/17/2020 | New | 350,000 | Common | $1.00 | Yes | Jared Andrew Watson | Deferred compensation | Restricted | Reg D |
06/17/2020 | New | 150,000 | Common | $1.00 | Yes | Lisa Betros- Walker | Deferred compensation | Restricted | Reg D |
06/17/2020 | New | 400,000 | Common | $1.00 | Yes | Daniel Charles Vaughn | Legal services | Restricted | Reg D |
06/17/2020 | New | 300,000 | Common | $1.00 | Yes | Piggy Bank Ventures (Richard Felton) | Consulting services | Restricted | Reg D |
06/17/2020 | New | 60,000 | Common | $1.00 | Yes | American Classic Homes LLC (Richard Briggs) | Debt conversion | Restricted | Reg D |
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 (Peyton Jackson) | Consulting services | Restricted | Reg D |
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 Group LLC (Jason Abbot) | Consulting services | Restricted | Reg D |
06/17/2020 | New | 325,313 | Common | $1.00 | Yes | Nassau Partners LLC (Peyton Jackson) | Consulting services | Restricted | Reg D |
07/30/2020 | New | 1,510,657 | Common | $0.33 | Yes | Robert and Janet Allardice | Merger share exchange | Restricted | Reg D |
07/30/2020 | New | 75,531 | Common | $0.33 | Yes | Carl L Radel | Merger share exchange | Restricted | Reg D |
07/30/2020 | New | 194,164 | Common | $0.25 | Yes | John T. Allen | Merger share exchange | Restricted | Reg D |
07/30/2020 | New | 484,222 | Common | $0.25 | Yes | Mark Allen | Merger share exchange | Restricted | Reg D |
07/30/2020 | New | 481,034 | Common | $0.25 | Yes | Melinda Allen | Merger share exchange | Restricted | Reg D |
07/30/2020 | New | 248,485 | Common | $0.25 | Yes | Roger F. Anderson | Merger share exchange | Restricted | Reg D |
07/30/2020 | New | 48,471 | Common | $0.25 | Yes | William Antonelli | Merger share exchange | Restricted | Reg D |
07/30/2020 | New | 14,058 | Common | $0.25 | Yes | Phillip J. Baker | Merger share exchange | Restricted | Reg D |
07/30/2020 | New | 48,741 | Common | $0.25 | Yes | Roy Baker | Merger share exchange | Restricted | Reg D |
Shares Outstanding as of Second Most Recent Fiscal Year End: Opening Balance Date 12/31/2019 Common: 17,709,413 Preferred: 10,000,000 | CONTINUED | ||||||||
Date of Transaction | Transaction type (e.g., new issuance, cancellation, shares returned to treasury) | Number of Shares Issued (or cancelled) | Class of Securities | Value of shares issued ($/per share) at Issuance | Were the shares issued at a discount to market price at the time of issuance? (Yes/No) | Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed) | Reason for share issuance (e.g. for cash or debt conversion) -or- Nature of Services Provided | Restricted or Unrestricted as of this filing | Exemption or Registration Type |
07/30/2020 | New | 292,445 | Common | $0.25 | Yes | Banwart Revocable Trust (Kent Banwart) | Merger share exchange | Restricted | Reg D |
07/30/2020 | New | 47,785 | Common | $0.25 | Yes | Kyle J. Banwart | Merger share exchange | Restricted | Reg D |
07/30/2020 | New | 47,785 | Common | $0.25 | Yes | Jenny L. Banwart | Merger share exchange | Restricted | Reg D |
07/30/2020 | New | 47,785 | Common | $0.25 | Yes | Jason & Kelsey Banwart | Merger share exchange | Restricted | Reg D |
07/30/2020 | New | 47,785 | Common | $0.25 | Yes | Darin K. Banwart | Merger share exchange | Restricted | Reg D |
07/30/2020 | New | 47,785 | Common | $0.25 | Yes | Kurt & Kaylee Banwart | Merger share exchange | Restricted | Reg D |
07/30/2020 | New | 47,785 | Common | $0.25 | Yes | Robert & Lynnette Barrow | Merger share exchange | Restricted | Reg D |
07/30/2020 | New | 47,785 | Common | $0.25 | Yes | Michael Tyler | Merger share exchange | Restricted | Reg D |
07/30/2020 | New | 341,186 | Common | $0.25 | Yes | Timothy W. Betros | Merger share exchange | Restricted | Reg D |
07/30/2020 | New | 193,689 | Common | $0.25 | Yes | Trevor Lee Betros | Merger share exchange | Restricted | Reg D |
07/30/2020 | New | 633,632 | Common | $0.25 | Yes | Tim Betros. II | Merger share exchange | Restricted | Reg D |
07/30/2020 | New | 77,347 | Common | $0.25 | Yes | Lisa Betros Walker | Merger share exchange | Restricted | Reg D |
07/30/2020 | New | 82,717 | Common | $0.25 | Yes | Catherin J. Biendenbach | Merger share exchange | Restricted | Reg D |
07/30/2020 | New | 48,741 | Common | $0.25 | Yes | Donna M. Bolen | Merger share exchange | Restricted | Reg D |
07/30/2020 | New | 48,102 | Common | $0.25 | Yes | Allysa J. Bolen | Merger share exchange | Restricted | Reg D |
07/30/2020 | New | 48,102 | Common | $0.25 | Yes | Matthew Blaine Bolen | Merger share exchange | Restricted | Reg D |
07/30/2020 | New | 47,785 | Common | $0.25 | Yes | Lauri Diane Boudreau | Merger share exchange | Restricted | Reg D |
07/30/2020 | New | 238,924 | Common | $0.25 | Yes | Robert Bryant | Merger share exchange | Restricted | Reg D |
07/30/2020 | New | 8,349,385 | Common | $0.25 | Yes | Scott Buckley | Merger share exchange | Restricted | Reg D |
07/30/2020 | New | 97,482 | Common | $0.25 | Yes | Scott Caccamise | Merger share exchange | Restricted | Reg D |
07/30/2020 | New | 47,785 | Common | $0.25 | Yes | Sherry Lynn Carlson | Merger share exchange | Restricted | Reg D |
07/30/2020 | New | 2,389,236 | Common | $0.25 | Yes | Wayne Chandler | Merger share exchange | Restricted | Reg D |
07/30/2020 | New | 418,116 | Common | $0.25 | Yes | Bernard Chavanon | Merger share exchange | Restricted | Reg D |
07/30/2020 | New | 418,116 | Common | $0.25 | Yes | Jerome Chavanon | Merger share exchange | Restricted | Reg D |
07/30/2020 | New | 726,333 | Common | $0.25 | Yes | Forest J. Church | Merger share exchange | Restricted | Reg D |
07/30/2020 | New | 238,924 | Common | $0.25 | Yes | Patricia A. Collins | Merger share exchange | Restricted | Reg D |
07/30/2020 | New | 97,482 | Common | $0.25 | Yes | Brandon Corneller | Merger share exchange | Restricted | Reg D |
07/30/2020 | New | 119,482 | Common | $0.25 | Yes | Isabelle F Cotter | Merger share exchange | Restricted | Reg D |
07/30/2020 | New | 97,482 | Common | $0.25 | Yes | Scott & Shirley Crawford | Merger share exchange | Restricted | Reg D |
07/30/2020 | New | 13,963 | Common | $0.25 | Yes | Laurie Curran | Merger share exchange | Restricted | Reg D |
07/30/2020 | New | 24,370 | Common | $0.25 | Yes | James D DanielII | Merger share exchange | Restricted | Reg D |
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Sunset Capital Assets Inc. published this content on 31 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 March 2022 17:05:04 UTC.