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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons 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).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
CUSIP No. |
1 | NAMES OF REPORTING PERSONS: John E. Elliott, II |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
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(a) o | |||||||||||
(b) þ | |||||||||||
3 | SEC USE ONLY: | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS): | ||||||||||
00-- Securities acquired in connection with statutory merger (see Item 3) | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||||||||
United States | |||||||||||
7 | SOLE VOTING POWER: | ||||||||||
NUMBER OF | 63,316,248 (See Note 2) | ||||||||||
SHARES | 8 | SHARED VOTING POWER: | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER: | |||||||||
REPORTING | |||||||||||
PERSON | 13,380,000 (See Item 5 and Note 5) | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER: | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||||||||
63,316,248 (See Note 2) | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||||||||
þ | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): | ||||||||||
61.9% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||||||||
IN |
Title of Security:
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Common Stock | |
Issuer:
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Arcadia Resources, Inc. | |
26777 Central Park Blvd., Suite 200 | ||
Southfield, Michigan 48076 |
a. | Item 5(a) is hereby amended and supplemented so that the first two sentences are deleted and replaced with the following text, which is inserted prior to the third sentence of Item 5(a) of the Schedule 13D describing certain options as to which no amendment is made hereby: |
1 | Computed on the basis of 96,526,063 shares of the Issuers common stock then issued and outstanding plus an additional 6,879,905 shares issuable on the exercise of outstanding warrants included per Exchange Act Section 13(d)(4), but excluding per Rule 13d-3(d)(1) an additional 18,488,887 shares issuable on exercise outstanding warrants. Whether or not all such warrants may be exercised for cash or on a cashless basis, an exercise for cash is assumed for purposes of computing the number of shares issuable on exercise of such warrants for purposes of this filing. |
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b. | Item 5(b) is hereby amended and supplemented so that it reads as follows in its entirety: |
2 | Consists of the following shares of the Issuers common stock: (a) issued and outstanding shares (totaling 45,312,204 shares) which the reporting person has the sole right to vote for the election of a majority of the Issuers directors per the voting agreement dated May 7, 2004 reported in the Schedule 13D filed on May 20, 2004; (b) issued and outstanding shares (totaling 12,780,000 shares) over which the reporting person has sole voting, dispositive power (which the reporting person may exercise except as to those shares held in escrow) and pecuniary interest; (c) 600,000 shares issuable on exercise of warrants by the reporting person as to which the reporting person has dispositive power, but no voting power unless and until such shares of common stock underlying such warrants are issued upon exercise, and (d) 4,624,044 shares issuable on the exercise of warrants by parties to the voting agreements other than the reporting person, as to which the reporting person would have sole voting power for the election of a majority of the Issuers Board of Directors upon issuance and which are included herein per Rule 13d-3(d)(1). The reporting person has no dispositive power or pecuniary interest in shares issued or issuable to parties to the voting agreement, other than shares issued or issuable to the reporting person. | |
3 | See Note 1, above. | |
4 | See Note 2, above. | |
5 | No change is reported from Schedule 13D filed on May 20, 2004, except to include 600,000 shares issuable upon exercise of warrants by the reporting person reported in Schedule 13D filed on May 20, 2004. | |
6 | See Note 2, above. |
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