Replies to post #29392 on Radient Pharmaceuticals Corporation fka RXPC

[guardiangel]

jimtash Friday, 05/29/15 08:25:01 AM
Re: livinginsv post# 29391
Post # of 29392

No. It's still a subsidiary of Radient.


The only spin off is the spin from the spinner you understand.....Jim is correct..AMDL Diagnostics Inc. is a wholly owned subsidiary of Radient Pharmaceuticals.


A.
Spin-Offs
A
"spin-off'
is
a
pro-rata
distribution
of
a
subsidiary
corporation
to
its
existing
shareholders.
A
spin-off
resembles
a
dividend
in
kind.
The
stock
of
a
subsidiary
corporation
is
distributed
pro-rata
to
the
shareholders
of
the
parent
without
any
surrender
of
stock
by
them.
If
the
spin-off
fails
to
qualify
under
Section
355,
the
parent
corporation
would
be
taxed
under
Section
311
on
the
appreciation
(if
any)
in
the
value
of
the
subsidiary
stock
that
is
distributed
and
the
shareholders
would
be
taxable
under
Section
301
on
the
receipt
of
the
stock
as
a
dividend

http://www.americanbar.org/content/dam/aba/events/taxation/taxiq-fall11-harris-section355.authcheckdam.pdf

Jim , if it was a spinoff we would have received a dividend and taxed..Didn't happen on this end...

Look for a reverse triangular merger in the near future when all the planets are aligned you understand..Wolf ahooooooooooooo

http://pmstax.com/acqbasic/a2Erg.shtml

http://www.sec.gov/Archives/edgar/data/1340127/000119312512426673/d428147dex21.htm

what quacks like a duck....
livinginsv Tuesday, 05/26/15 11:21:42 PM

Re: guardiangel post# 29390
Post # of 29392

ADi was spun off back in 2014 . . .

just one person's opinion, you understand . .

[livinginsv]

it can't be. radient no longer exists.

[guardiangel]

And the Ferris wheel keeps on turning...lol

In the 2011 AMDL Diagnostics was a division of Radient, it was later changed back to a wholly owned subsidiary. The agreement between Uni-Pharma and Radient Pharmaceuticals, INCLUDING AMDL Diagnostics Inc.on June 6, 2013 is the proof.The Radient Corporation went void on March 1, 2014 when they became two years behind of not reporting their annual reports in Delaware.


Section 1 - Registrant’s Business and Operations
Item 1.01 - Entry into Material Definitive Agreements

On June 6th 2013, we entered into a 5-year license agreement between AMDL Diagnostics, Inc. (“ADI”), a division within our company, and Uni Pharma Co., Ltd. a Taipei Taiwan limited liability company (“UNI”) that provides UNI with a 5-year exclusive license (subject to automatic renewal for an additional 5 years) to RXPC’s Onko-Sure® (formerly called DR-70 cancer blood test kits (the “Tests”), procedures, analyses, data, know how, manufacturing, manufacturing processes, components, trademarks and intellectual property.


http://www.sec.gov/Archives/edgar/data/838879/000121390013003078/f8k061113_radientpharm.htm

This License Agreement (the “Agreement”), which shall be effective as of June 6, 2013, is by and between Uni Pharma Co., Ltd., a Taipei, Taiwan limited liability company (“UNI”) and Radient Pharmaceuticals Corporation (including its subsidiary AMDL Diagnostics Inc.) a Delaware incorporated United States company (“RXPC”).

The agreement was between Radient Pharmaceuticals and AMDL Diagnostics Inc..and Uni-Pharma Not AMDL Diagnostics as wrongly reported by livinginsv you understand... The owners of the Trademarks were Radient and AMDL Diagnostics Inc.

http://www.sec.gov/Archives/edgar/data/838879/000121390013003078/f8k061113ex10i_radientpharm.htm


1201 Ownership of Mark

http://tmep.uspto.gov/RDMS/mashup/html/page/manual/TMEP/Oct2012/TMEP-1200d1e7.xml

1201.03(c) Wholly Owned Related Companies

Related-company use includes situations where a wholly owned related company of the applicant uses the mark, or where the applicant is wholly owned by a related company that uses the mark.

http://tmep.uspto.gov/RDMS/mashup/html/page/manual/TMEP/Oct2012/TMEP-1200d1e409.xml#TMEP-1200d1e409

The opinions below are not up to date.According to recent Radient 8-K SEC filings in 2013..The 2011 and 2012 information was OLD NEWS you understand..lol This is 2013-2015...

livinginsv Saturday, 05/30/15 01:47:41 AM
Re: jimtash post# 29392
Post # of 29394

it can't be. radient no longer exists.



livinginsv • 7 hours ago

thanks CHAL,

i guess the spin would be "includes" does not mean they named all of them, but not naming ADI would be misleading, so i tend to agree with your assessment . . .

the facts are that someone renewed ADI's corporate registration, but not radients . . . same with the web domain . . . ADI is being maintained, radient is abandoned . . . wolfie deserves credit for this info, but he misinterpreted its meaning . . . as of 2012, ADI was NOT a sub anymore, all deals were signed under ADI, not radient . . . radient owed the debt and had to file per SEC rules . . . that part of the company is OVER . . . DC will figure it out, before 2017 is my bet . . .