Provista Diagnostics Reverse Merges Into Radient Shell
Just one man's opinion you understand..Wolfie and The WolfPack
Sunnybank.....We hope this will shed some light on you and others who are still reading this forum and still believers in the future of your RXPC Stock. It is a fact, that Provista Diagnostics Inc. wants to go public. It is possible the 35+ Provista Diagnostics Angel investors could have purchased billions of RXPC stock at .0001 and .0002 over a span of 2+ years. We consider this a "Creeping Takeover Group" a/k/a "Backdoor listing." The angel investors can accumulate under 4.99 percent of the RXPC Stock outstanding shares without having to disclose ownership. Collectively they can as a group as long as they are not trying to take control of the Radient Corporation..This is true in both situations because the control is now by the aussies who own no RXPC stock.
Here is company (Hemiwedge)that was having trouble staying in business...They sold their division. Similarly, as you are aware, radient was also having trouble with their business plan. In 2009 AMDL Diagnostics Inc. was created for a future shell reverse merger..AMDL Diagnostics was considered a wholly owned subsidiary up to the point it became a division(8;K states AMDL Diagnostics Inc. as a division....Mac was smart enough to know what the future of radient looked like back in 2009 with an IP(Dr-70) that was not a good test on a stand alone basis and the DR-70 patents were good until 2014. In 2010,the LOI of Provista Diagnostics merging with Radient was introduced. William and Mac knew that in order to bring the two companies together, they would have to get shareholder approval mainly RPC stock holders and lender approval..At that time there were lawsuits pending (Ironridge Global and CIT) and some future and unseen lawsuits (Rosen). Since 2011, ALL the lenders agreed to convert debt into equity(Common Stock). Conclusion..No Lender Debt..ALL of the lawsuits mentioned above have been cleared from the Radient Corporation. Conclusion..No liabilities...RXPC is now considered a shell that is exempt from SEC 419 rules unlike the Dignyte shell... http://www.otcpublic.com/reversemerger.html.As you are aware,in April 2014, Mac filed a voluntary revocation of Radient shares..As you can see from our example below..A public company took the same position and filed a voluntary revocation of their shares. That same company's shares were eventually revoked by the SEC, similar to RXPC shares were revoked by the SEC...Since all the assets of Radient, including DR-70, patents, trademarks,(excluding Onko-Sure Trademark) distributor licensing agreements,(provistaDx and Uni-Pharma) have been placed into a division (AMDL Diagnostics Inc.), that is still an on going entity in Delaware. It is possible that AMDL Diagnostics Inc. is or can be sold to another company. Similiar to Hemiwedge example below)most likely to Provista Diagnostics. According to Mac in an 8-K filing, AMDL Diagnostics Inc. can collect license fees and royalties from Uni-Pharma and pay off some or most of Radient's $900,000 accounts payable. Provista Diagnostics is going public, but it is not necessary at this time. They are still in the process of getting their Videssa Breast cancer to the market..
Hemiwedge Industries, Inc. Evaluating Strategic Options
CONROE, Texas, April 23, 2008
CONROE, Texas, April 23 /PRNewswire-FirstCall/ -- Hemiwedge Industries, Inc. (OTC Bulletin Board: HWEG) announced today that it is pursuing and evaluating several strategic options on behalf of its shareholders. The Company may engage a financial advisor to advise it on a variety of potential opportunities directed at maximizing shareholder value. Options could include a possible merger, the sale of all or a portion of the company, restructuring,recapitalization, and other transactions.
In the past year, Hemiwedge has taken a number of steps to strengthen its balance sheet, including the sale of assets of its Shumate Machine Works division as well as the license of certain assets related to its proprietary technology.
****************************************************************** What do Hemiwedge and Radient voluntary revocation of stock have in Common........
Hemiwedge Industries Announces SEC Order Revoking Section 12(j) Common Stock Registration
CONROE, Texas, Feb. 15, 2011 /PRNewswire/ -- On February 9, 2011, the Securities and Exchange Commission ("SEC") issued its order revoking the registration of the common stock of Hemiwedge Industries, Inc. (Pink Sheets: HWEG) ("Hemiwedge" or the "Company") in Section 12(j) of the '34 Exchange Act. While the Company still complies with Section 15 of the Exchange Act, as a result of this SEC Order the Company's stock, which had traded in the over-the-counter market and was quoted on the Pink Sheets Electronic Quotation Service under the symbol "HWEG", will no longer trade publicly until it becomes current on its SEC reports.
Hemiwedge had become delinquent in its annual and quarterly SEC reporting requirements in 2009. The last SEC filing that was in compliance was the 2008 Annual Report on Form 10-KSB. In September, 2010, the SEC notified Hemiwedge that the registration of its stock would be subject to revocation if all required reports were not filed within 15 days. In November, 2010, the Company submitted an Offer of Settlement to the SEC in anticipation of the proceedings that could be instituted against Hemiwedge by the SEC.The Company agreed to enter into a Consent Order with the SEC pursuant to which the registration of its stock would be revoked. The SEC did not issue its order until last week. The SEC order can be accessed via the following link http://www.sec.gov/litigation/admin/2011/34-63872.pdf.
Currently, stockholders will be able to transfer or sell their shares only in exempt transactions that are in compliance with the United States and applicable state securities laws. For example, shareholders may be able to sell or transfer their shares as long as the shareholders consult with their own legal counsel and comply with the requirements of Rule 144 and other applicable sections of the Securities Act of 1933. If the Company becomes current with its SEC reports, including the potential to file a Form 10 to bring all belated 10-Qs and 10-K reports current in one filing, the stock could then resume trading.
Hemiwedge intends to continue to report on all material events by posting such information on its website at www.hemiwedge.com. Should the Company be in a position in the future to have its securities once again registered, it can do so by filing the appropriate form of registration statement with the SEC. While there is considerable expense associated with a registration statement, including the requirement for audited financial statements for the previous two years, Hemiwedge would not also have to incur the costs of filing all previously delinquent SEC reports.
The revocation of SEC registration is not expected to have any immediate adverse effect on the operations of the Company. Management is assessing the future needs of the Company and is working to develop an appropriate strategy for moving forward, including how best to maximize shareholder value through, for example, a strategic corporate transaction of some form or through future public trading of the stock.
Despite significant financial hardship, the Company continues to maintain its offices and manufacturing facilities in Tustin, California, relying on selective former employees that continue to work as consultants. The Company is currently insolvent and the new Board of Directors and the new senior management of the Company have been appointed to attempt to restructure the Company. There can be no guarantee that any new business or restructuring transactions will be completed or that they will provide sufficient capital to carry out the Company's business.
On April 15, 2014, the Company executed an Offer of Settlement with the Securities and Exchange Commission (“Commission”) pursuant to Section 12(j) of the Securities Exchange Act of 1934, revoking the registration of the Company’s securities.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
RADIENT PHARMACEUTICALS CORPORATION
By: /s/ Dennis Charter Name: Dennis Charter Title: Director & CEO
HII Technologies, Inc., an oilfield services company, focuses on commercializing technologies in frac water management, safety services, and portable power used by exploration and production companies in the United States. The company manages the logistical and transportation associated with the water used during hydraulic fracturing and completions of horizontally drilled oil and gas wells; and onsite oilfield contract safety consultancy services. It also operates a fleet of mobile generators, light towers, and related equipment. The company was formerly known as Hemiwedge Industries, Inc. and changed its name to HII Technologies, Inc. in August 2011. HII Technologies, Inc. was founded in 1997 and is based in Houston, Texas.
NorfStaw Tuesday, 01/17/12 07:34:57 PM Re: None Post # of 474 company has a new symbol: HIIT
stlogic Member Level Wednesday, 01/25/12 06:50:30 PM Re: None Post # of 474 We need to move posts to HIIT board and close this one. HWEG is no more. ****************************************************************** Hemiwedge Today on Ihub
ScrewThisStock Thursday, 06/02/11 01:00:28 PM Re: None Post # of 474 In a reverse merger, you keep your shares. HWEG technically 'aquires' another company. However, in the process of doing so, they will issue stock to allow the new company to gain controlling stake.
Say HWEG has 20 millions shares now. We reverse merge with some company.
HWEG issues 200 million new shares to the holders of the private company.
We still have our 20 million shares, but now highly diluted in a pool of 220 million total shares.
So yes, we will be equity holders of some new company, but at a % of value.
That so called 20 million tax advantage? Look it up, congress passed a bill back in the 80s or so that basically nullifies any deductions the new company can make against this. The only way around it is if the new company doesn't take greater than 50% stock ownership.. well.. nobody will do that.
Provista diagnostics merger with Radient share...In the scenario above by HWEG poster on Ihub...What advantage does Provista Diagnostics have in merging with Radient...How can provista take advantage of ALL the tax deductions from the Radient shell and keep control of the comapny..Radient has 491 million shares that have not been issued from the 5 billion outstanding. That is close to 10 per cent of the authorized not issued and be utilized for the reverse merger with Provista Diagnostics..How can Provista Diagnostics maintain the control vote of Radient and get the tax loss deductions from the pat Radient losses? By not having over 50 percent of the stock,Provista will be able to get ALL of the tax loss deductions..How do they keep control..The Provista Diagnostis Angel Investors a/k/a "Creeping Takeover Groups"own close to 57 per cent of the 4,509,000,000 RXPC shares. When provista Dx they will now have their investors owning 57 per cent of the current outstanding shares(2,570,060,000) or 50.12 per cent of the 5 billion outstanding and authorized.. The lenders own 31 per cent of the 4.509 billion outstandind(1,397,790,000) or 27.95 per cent of the 5 billion authorized. The longs own the remaining 12 per cent of the 4.509 billion outstanding (591,080) or 10.82 per cent of the 5 billion authorized...Who are the winners...The lenders, the RXPC stockholders,including the provista Diagnostics angel investors in their investment in Provista and the ownership of the Reverse merger stock...imo Wolf
DC we can rule out the merger of Uni-Pharma and the aussies, and any forign company or corporation..A reverse merger from a foreign corporation or company cannot happen from the SEC ruling if a US corporation's executives and directors, and officers are more than 50 percent and are non-citizens of the USA....Apparently mac and akio included with the aussies makes that impossible since the foreigners have more than 50 percent...We rule out the dignyte blank check shell..Why? The 419 ruling was in my opinion neglected on purpose..We always assumed the Dignyte shell was going to be used for the ProvistaDX and Radient merger, just in case the Radient shell M&A was not possible..In September 2013 in the SEC *-K with the Uni-Pharma agreement, the outstanding was mentioned at 4,509,000,000..The reason mac had the TA not give us anymore updates was to keep those 491,000,000 shares incognito and to be used for ProvistaDX reverse merger..imo Wolf
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