SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
APPLIED DNA SCIENCES, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.50
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(Title of Class of Securities)
03815U 10 2
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(CUSIP Number)
RHL Management, Inc. 8233 Roxbury Road, Los Angeles CA 90069
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 6, 2004
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box [].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP NO.
03815U 10 2
SCHEDULE 13D
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CUSIP NO. 03815U 10 2 PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RHL Management, Inc. n/a
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(A) [ ]
(B) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER
5,387,125
NUMBER OF ----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY - 0 -
EACH ---------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 5,387,125
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10 SHARED DISPOSITIVE POWER
- 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,387,125
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PAGE 3 OF 5 PAGES
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.77%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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ITEM 1. SECURITY AND ISSUER.
This Statement relates to shares of common stock, $0.50 par value per share (the
"Common Stock"), of APPLIED DNA SCIENCES, INC. (the "Corporation"). The
Corporation's principal executive office is located at 9229 Sunset Blvd., suite
805, Los Angeles, CA 90069
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Statement is being filed by RHL Management, Inc. (the "Reporting
Person").
(b) The business address of the Reporting Person is:
8233 Roxbury Road
Los Angeles CA 90069
(c) The Reporting Person's present principal occupation is:
International Business Consultant.
(d) Mr. Langley is the President and majority shareholder of RHL Management,
Inc. During the last five years, RHL Management, Inc. has not been convicted in
a criminal proceeding.
(e) During the last five years, Richard H. Langley, Jr. pled guilty to one count
of conspiracy to commit wire fraud in connection with a plea bargain. During the
last five years, RHL Management, Inc. has not been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding been subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities law or finding any violation with respect to such law.
In connection with a public administrative proceeding on October 10, 1996,
instituted against Richard H. Langley Jr. and Gerald Larder, on October 10,
2000, the Securities and Exchange Commission accepted
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Offers of Settlement whereby the Commission ordered: (i) sanctions imposed and
issued cease-and-desist orders against the respondents from committing and
causing any violations and any future violations of Section 17(a) of the
Securities Act and Section 10(b) of the Exchange Act; (ii) respondents barred
from participation in penny stock offerings; and (iii) disgorgement in the
amount of $2,224.55, plus interest.
(f) The Reporting Person is a Nevada corporation.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting entity acquired a total of 5,500,000 shares of Common Stock of the
Company in a Plan and Agreement of Reorganization between the shareholders of
Applied DNA Sciences, Inc. (of which the reporting entity was one of two) and
ProHealth Medical Technologies, Inc. After the reorganization, ProHealth Medical
Technologies, Inc. was renamed Applied DNA Sciences, Inc.
In March 2003, RHL Management entered into a stock purchase agreement with
O'Dwyer Management, Inc. pursuant to which RHL sold 4,920,000 of its shares of
our Common Stock to O'Dwyer for $7,970,400, which was to be paid over a period
of 10 years and which was secured by an interest bearing promissory note. In
August 2003, that transaction was rescinded, and on August 28, 2003 Lawrence Lee
acquired the 4,920,000 shares from RHL in a private transaction for a purchase
price of Five Million Dollars ($5,000,000), which was paid as follows: (i) Fifty
Thousand Dollars ($50,000), via certified check from personal funds at the time
of transfer of the Stock; (ii) Fifty Thousand Dollars to be paid within 60 days
of the execution of the stock purchase agreement; and (iii) Four Million Nine
Hundred Thousand Dollars ($4,900,000) in the form of a promissory note.
On November 3, 2004, Lawrence Lee defaulted on the promissory note secured in
part with the the 4,920,000 shares of Applied DNA. RHL Management forclosed on
the pledged stock on May 4, 2004. Pursuant to the stock pledge agreement dated
August 11, 2003, RHL Management will conduct a sale of the pledged stock
pursuant to the rules and promulgations of the Uniform Commercial Code.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Entity has acquired his beneficial ownership in the shares of
Common Stock as a foreclosure on a stock purchase agreement between itself and
Lawrence Lee which is now in default.
The Reporting Entity does not have any present plan or proposal as a stockholder
which relates to, or would result in any action with respect to, the matters
listed in paragraphs (b) through (j) of Item 4 of Schedule 13D. In the future,
the Reporting Entity may decide to purchase additional shares of Common Stock in
the open market or a private transaction, or to sell any or all of his shares of
Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
a) As of May 21, 2004 the corporation had issued and outstanding a total of
20,902,602 shares of Common Stock. As of that date, the Reporting Person was the
beneficial owner of 5,387,125 shares of Common Stock or 25.77% of the issued and
outstanding Common Stock.
(b) The Reporting Person has the sole power to vote, or to direct the vote of,
5,387,125 shares of Common Stock and sole power to dispose of, or to direct the
disposition of 5,387,125 shares of Common Stock.
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(c) The Reporting Person initially acquired 5,500,000 shares in a Plan and
Agreement of Reorganization under Section 368 (a)(1)B of the Internal Revenue
Code between the shareholders of Applied DNA Sciences, Inc. and ProHealth
Medical Technologies, Inc. (the former name of the reporting Nevada corporation,
Applied DNA Sciences, Inc.)
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
NONE
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
There are no purchases or sales to disclose at this time.
SIGNATURE.
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: May 21, 2004
RHL Management, Inc.
/s/ Rick Langley
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By: Rick Langley