Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
AMENDMENT NO. 1
UNDER THE SECURITIES EXCHANGE ACT OF 1934
APPLIED DNA SCIENCES, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.50
(Title of Class of Securities)
03815U 10 2
(CUSIP Number)
Rick Langley
RHL Management, Inc. 8233 Roxbury Road, Los Angeles CA 90069
------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 18, 2005
(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).
SCHEDULE 13D
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CUSIP NO. 03815U 10 2 PAGE 2 OF 4 PAGES
- ---------------------------- -----------------
- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rick Langley and 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)
- -----------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
- -----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
- -----------------------------------------------------------------------
7 SOLE VOTING POWER
556,075
NUMBER OF ----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY - 0 -
EACH ---------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 556,075
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
556,075
- -----------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.39%
14 TYPE OF REPORTING PERSON (See Instructions) CO
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CUSIP NO. 03815U 10 2 PAGE 3 OF 4 PAGES
- ---------------------------- -----------------
The following constitutes an amendment to the Schedule 13D filed by the
undersigned. This Amendment amends the Schedule 13D as specifically set forth.
Item 4 is amended in its entirety to read as follows:
ITEM 4. PURPOSE OF TRANSACTION.
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 is amended in its entirety to read as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
a) As of April 29, 2004 the Issuer had issued and outstanding a total of
40,012,699 shares of Common Stock as represented in a Registration Statement on
Form SB-2/A. As of that date, the Reporting Person was the beneficial owner of
556,075 shares of Common Stock or approximately 1.3% of the issued and
outstanding Common Stock. The Reporting Person has been advised and believes
that additional shares of common stock of the Issuer are outstanding and that
consequently the percentage ownership will be reduced.
(b) The Reporting Person has the sole power to vote, or to direct the vote of,
556,075 shares of Common Stock, and sole power to dispose of, or to direct the
disposition of 556,075 shares of Common Stock.
(c) The Reporting Person disposed of a total of 526,087 shares of Common Stock
of the Company pursuant to a Stock Purchase Agreement between the Reporting
Person and Paul Aloysius Garardus LoomansMr. Loomans paid $500,000 for such
shares.
The Reporting Person also entered into two option agreements with Mr. Loomans
pursuant to which he is entitled to acquire 1,843,071 shares on or before June
25, 2005 at an exercise price of $1.00 per share, and to purchase 1,880,842
shares on or before August 9, 2005 at an exercise price of $1.00 per share.
(d) Not applicable.
(e) The Reporting Person ceased to be the beneficial owner of 5% of the stock
effective May 18, 2005
Item 7 is amended to add the following:
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CUSIP NO. 03815U 10 2 PAGE 4 OF 4 PAGES
- ---------------------------- -----------------
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Stock Purchase Agreement dated as of May 10, 2005 by and among RHL
Management Corp., Drs. Paul A.G. Loomans FB and Cutler Law Group.
Exhibit 2 Stock Option Agreement dated as of May 10, 2005 by and among RHL
Management Corp., Drs. Paul A.G. Loomans FB and Cutler Law Group.
Exhibit 3 Stock Option Agreement dated as of May 10, 2005 by and among RHL
Management Corp., Drs. Paul A.G. Loomans FB and Cutler Law Group.
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 18 2005
RHL MANAGEMENT, INC.
/s/ Rick Langley
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By: Rick Langley