SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
APPLIED DNA SCIENCES, INC.
-----------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.0001
-----------------------------------------------------------------------
(Title of Class of Securities)
03815U 10 2
--------------------------------------------------------------
(CUSIP Number)
RHL MANAGEMENT, INC. 8233 ROXBURY ROAD, LOS ANGELES CA 90069
-------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 28, 2003
--------------------------------------------------------------
(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
---------------------------- -----------------
CUSIP NO. 03815U 10 2 PAGE 2 OF 5 PAGES
---------------------------- -----------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RHL Management, Inc. n/a
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(A) [ ]
(B) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
400,000
NUMBER OF -----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY - 0 -
EACH ---------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 400,000
---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.37%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
--------------------------------------------------------------------------------
-----------------
PAGE 3 OF 5 PAGES
-----------------
ITEM 1. SECURITY AND ISSUER.
This Statement relates to shares of common stock, $0.0001 par value per share
(the "Common Stock"), of APPLIED DNA SCIENCES, INC. (the "Corporation"). The
Corporation's principal executive office is located at 8233 Roxbury Road, 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
-----------------
PAGE 4 OF 5 PAGES
-----------------
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.
On August 28, 2003, 2003, the Reporting Person sold 4,920,000 shares of common
stock of the Company to Lawrence Lee, the President of the Company, in a private
transaction for a purchase price of Five Million Dollars ($5,000,000), which
purchase price is to be paid as follows: (i) Fifty Thousand Dollars ($50,000),
was paid by certified check from personal funds at the time of transfer of the
Stock; (ii) Fifty Thousand Dollars is to be paid within 60 days of the execution
of the stock purchase agreement; and (iii) the balance of Four Million Nine
Hundred Thousand Dollars ($4,900,000) is to be paid pursuant to a promissory
note.
By way of background, the Reporting Person originally acquired 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.
Subsequently, in March of 2003, the Reporting Person entered into a stock
purchase agreement with O'Dwyer Management, Inc., a Florida corporation, which
transaction was rescinded on August 27, 2003. A 13D was filed to disclose the
rescission.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person entered into a stock purchase agreement in March of 2003
with O'Dwyer Management, Inc. which was rescinded August 27, 2003. The reporting
person 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. This report reflects the
Reporting Person's sale of 4,920,000 shares of Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of August 27, 2003, the corporation had issued and outstanding a total of
16,874,660 shares of Common Stock. As of that date, the Reporting Person was the
beneficial owner of 400,000 shares of Common Stock or 2.37% of the issued and
outstanding Common Stock.
(b) The Reporting Person has the sole power to vote, or to direct 400,000 shares
of Common Stock and sole power to dispose of, or to direct the disposition of
400,000 shares of Common Stock.
(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.
These 4,920,000 shares were sold to Lawrence Lee pursuant to a Stock Purchase
Agreement dated August 28, 2003, for a purchase price of Five Million Dollars
($5,000,000), which purchase price is to be paid as follows: (i) Fifty Thousand
Dollars ($50,000), was paid by certified check from personal funds at the time
of transfer of the Stock; (ii) Fifty Thousand Dollars is 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) is to be paid pursuant to a
three-year promissory note bearing interest at a rate of 5% per annum. Lawrence
Lee's obligations under the promissory note are secured by a pledge of the stock
sold and by a [Mortgage] on certain real property owned by Lawrence Lee.
Richard H. Langley, Jr., the President and majority shareholder of RHL
Management, Inc., previously had a consulting agreement with the Issuer to
provide International Business Development and Advisory services.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
n/a
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: August 28, 2003
RHL Management, Inc.
/s/ Rick Langley
--------------------------
By: Richard H. Langley