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NOPE! The latest data from the Nevada Secretary Of State already proved that. Goodall is long gone. Period.
After Goodall's termination of employment from 2 years thereafter:
"(c) The Executive also agrees that he will not, directly or indirectly, during the Restricted Period induce any person who is an employee, officer, director, or agent of Employer or its Affiliates, to terminate such relationship, or employ, assist in employing or otherwise be associated in business with any present or former employee or officer of Employer or its Affiliates, including without limitation those who commence such positions with Employer or its Affiliates after the Date of Termination."
http://www.sec.gov/Archives/edgar/data/1071941/000095012311062455/c19296exv10w45.htm
NO, Charles Goodall IS NOT shown to be an active officer of Arcadia Resources Inc on the Nevada Secretary Of State's website:
http://nvsos.gov/sosentitysearch/CorpDetails.aspx?lx8nvq=OIHosdzD6OYbtfYnZUKssQ%253d%253d&nt7=0
WRONG AGAIN! From the Nevada Secretary Of State:
Mmmmm NOPE! Charles Goodall left his employment with the Company
It might only take the time it takes to post a couple of messages on this board to get in touch with Middendorf, Elliot, or someone at Comerica.
Nothing better than getting a clear, concise, and direct answer straight from the source right?
Have you spoken with Matthew Middendorf of Arcadia Resources Inc., John Elliot of Arcadia Holdings II, or any executive that knows of the specific details of AHI at Comerica Bank?
I guarantee you either one of the idividuals listed above could probably explain to you in layman's terms in a matter of minutes (if not seconds) if Arcadia Resources Inc. still holds or has any rights to the contracts.
"and assigned to AHI certain rights with respect to the use of corporate names, service marks and other intellectual property subsequent to the effective date; (e) certain inter-company accounts by and between ASI, RKDA and Registrant were extinguished effective upon the completion of the Strict Foreclosure"
Give them a call and see what they said, and if you do get a reply please post the name of the person you talked to and the phone number and extension number you used to contact them with.
To put it simply, Arcadia Services Inc. is no longer owned by Arcadia Resources, Inc. (see IBox)
Arcadia Resources Inc. is winding down it's affairs, no longer owns any operating businesses, has more than $33 million in unsecured current liabilities, and has less than $1 million in assets, all of which will be used to wind down the Registrant’s affairs.
http://www.sec.gov/Archives/edgar/data/1071941/000114036112022533/form8k.htm
The contracts NO LONGER belong to KADR right?
When Comerica foreclosed on KADR's collateral those contracts switched over to Arcadia Holdings II Inc.
Arcadia Holdings II bought a portion of KADR's indebtedness and not the company Arcadia Resources Inc.:
"Arcadia Services, is no longer owned by Arcadia Resources, Inc., For SEC Filings, click here"
http://www.arcadiahealthcare.com/arcadia-resources-inc.asp
That guy in the picture looks pretty upset. :P
Where exactly did this reverse triangle upside down inverted backflip somersault merger theory come from anyway?
We all know it's not mentioned in the filings like BANKRUPTCY is clearly mentioned. Was the RTM theory the result of a Google search or some sort of vision a KADR shareholder had?
No reverse triangular merger mentioned in the filings or press releases by any of KADR's executives, auditors, janitors, etc., whatsoever. Period.
This filing says KADR could file for bankruptcy, all the ingredients are there:
What merger? KADR says they have CEASED OPERATIONS and are WINDING DOWN right?
What filing or press release says KADR is merging with anyone?
In comparison, did Circuit City's creditors or any of the other businesses that "ceased operations" just like KADR is doing "get something back"?
My post original post clarified the word "Bankruptcy" was in the 2 most recent 10-Q filings and I proved it. You claimed you couldn't find the exact phrase "Bankruptcy" and I showed you where it was with the link to prove it.
Posted by: pray
In reply to: nuubie who wrote msg# 3199 Date:5/7/2012 3:02:37 PM
Post #3204 of 3206
Re-Read It ...
Could not find that word. Several words would lead you to that conclusion but no "bankruptcy" wording found.
Please share what paragraph that is in. May have missed it. Not the best eyes in the clinic. Thanks .....
Now that we have that cleared up, tell me where the phrase "reverse triangular merger" is located in any of KADR's SEC filings or press releases in the entire history of the company's existence.
From the KADR 2/21/12 10-Q filing:
BANKRUPTCY has been mentioned in the 2 most recent 10-Q filings dated 2/21/2012 and 11/14/2011.
Where is the term "reverse triangular merger" stated in any of KADR's SEC filings or press releases in the entire history of the company?
The word is spreading. From the Chicago Tribune:
http://www.chicagotribune.com/business/sns-mct-health-services-provider-arcadia-to-shut-its-doors-20120505,0,492670.story
Yes indeed, this newly formed holding company, Arcadia Holdings II, Inc., that is not listed as having properly incorporated in their resident state of Michigan, has no business license on file with the City Of Southfield MI, or the County Of Oakland MI.
The CEO of Arcadia Holdings II Inc., John Elliot is a former CEO of KADR and should know better to have all the proper certificates, approvals, and permits on file right? True enough they incorporated in DE on 4/26/12 but what about the other proper credentials for Michigan?
At this point in time I personally wouldn't have much faith in what Mr. Elliot says. His credibility is definitely questionable.
The vagueness of the 5/3/12 filing was intentionally written to obscure the true meaning of what they were saying with the exception of the stock being foreclosed, the ceasing of operations, the winding down of the business, and the creditors of the more than $33,000,000 in unsecured debt will receive no payment and no partial payment on their claims.
When those insiders talk amongst each other in private they talk in the same way we communicate in plain english on this message board. Like I said, they are being intentionally vague.
But, they better hurry up (if they haven't already) and file Chapter 7 Liquidation which will give them an immediate automatic stay against debts and lawsuits.
"The stay prohibits any act to obtain money or other property, whether real estate or personal property from a debtor. All law suits must stop. No creditor may take any action to contact a debtor or others even to ask the debtor to pay. The phone calls , letters law suits and repossession efforts must end. A creditor or those acting at the creditors request who know of the stay and ignore it may be held in contempt of court."
Looks like those shares were transferred:
Why isn't Arcadia Holdings II listed with the Michigan Department Of Licencing And Regulatory Affairs (MI Secretary Of State)? The only Arcadia Holdings in MI is showing this unrelated business formed back in May of 2000:
Searched for: ARCADIA HOLDINGS, L.L.C.
ID Num: B60178
Name:ARCADIA HOLDINGS, L.L.C.
Type: Domestic Limited Liability Company
Resident Agent: JAMES R MAROHN
Registered Office Address: 2435 PLAZA DRIVE BENTON HARBOR MI 49022
Mailing/Office Address:
Formation/Qualification Date:5-24-2000
Jurisdiction of Origin:MICHIGAN
Managed by: Members
Status: ACTIVE Date: Present
http://www.dleg.state.mi.us/bcs_corp/dt_llc.asp?id_nbr=B60178&name_entity=ARCADIA%20HOLDINGS,%20L.L.C.
I know, Arcadia Holdings II is a DE corporation right? True, but Arcadia Holdings II has to be registered in the state in which it resides as a Foreign Corporation as well. For example Google is a DE corporation that resides in CA:
Google Inc. CIK#: 0001288776 (see all company filings)
SIC: 7370 - SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC.
State location: CA | State of Inc.: DE | Fiscal Year End: 1231
http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001288776&owner=exclude&count=40
Entity Name: GOOGLE INC. Entity Number: C2474131 Date Filed: 11/07/2002 Status: ACTIVE Jurisdiction: DELAWARE Entity Address: 1600 AMPHITHEATRE PARKWAY Entity City, State, Zip: MOUNTAIN VIEW CA 94043 Agent for Service of Process: CORPORATION SERVICE COMPANY WHICH WILL DO BUSINESS IN CALIFORNIA AS CSC - LAWYERS INCORPORATING SERVICE Agent Address: 2710 GATEWAY OAKS DR STE 150N Agent City, State, Zip: SACRAMENTO CA 95833
http://kepler.sos.ca.gov/cbs.aspx
No business license either for Arcadia Holdings II in the city of Southfield MI or the County Of Oakland MI.
KADR has ceased operations. John Elliot is the CEO of the private company AHI which is not a publicly traded company.
The shares of the previous publicly traded company KADR have been foreclosed upon and the creditors of the former publicly traded company KADR will receive no payment or no partial payment on their claims.
Now that the former KADR is currently in the "winding down" process I think it's just a matter of time before FINRA steps in and halts trading and/or cancels the stock.
Elliot says AHI is on solid ground and not the former KADR.
Health-services provider Arcadia to shut its doors
Health-services provider once planned to add 900 jobs in Indianapolis but struggled with losses
May. 5, 2012 | Comments
The end finally came this week for struggling health services provider Arcadia Resources, which once had grand expansion plans in Indianapolis.
Arcadia said this week it will wind down its business after one of its lenders, Comerica Bank, pulled the plug by calling in an $11 million loan.
The publicly traded company, whose stock was trading last week under a penny a share, said in a notice that it "intends to wind down its affairs," and holders of its unsecured debt "will receive no payment or nominal payment on their claims."
In the filing with the Securities and Exchange Commission, Arcadia said Comerica declared a default on the $11 million note backed by Arcadia assets and has transferred some of those assets to a Michigan company.
Arcadia, which moved to Indianapolis from Michigan in 2007, announced just two years ago that it would add 900 jobs to its local workforce. Instead, the company has struggled through money-losing times. It lost $9.8 million on revenue of $20.6 million in the three months ended Dec. 31.
Arcadia put its total unsecured liabilities at $33 million and said it has less than $1 million in assets. In September, the company delisted its stock from the NYSE Amex exchange, and it started trading over-the-counter on the OTCQB Marketplace.
Arcadia's corporate names and intellectual property have been assigned to a privately held corporation in Southfield, Mich., called Arcadia Holdings II, according to the SEC filing.
Arcadia didn't return a call for comment.
Arcadia's chief business was providing home care for the elderly through a unit that employed 3,000 people nationally. It also marketed a pill-dispensing system called DailyMed.
It sold the pharmacy business, including DailyMed, in February to Medication Adherence Solutions but received no cash proceeds from the sale. Arcadia's chief executive and president, Marvin Richardson, left to work for Medication Adherence Solutions.
The company employed about 100 people in Indianapolis as of last year. In 2009, former Indianapolis Mayor Stephen Goldsmith took a seat on Arcadia's board of directors.
http://www.indystar.com/article/20120505/BUSINESS/205050332/Health-services-provider-Arcadia-shut-its-doors
US – Lender Forecloses on Staffing Firm
May 03 2012
Arcadia Resources Inc. (OTCBB: KADR.PK), a provider of home healthcare and healthcare staffing, reported that it no longer owns any operating businesses after a lender foreclosed on the company, according to a filing with the U.S. Securities and Exchange Commission. The company also announced in an earlier filing that it settled a home healthcare class action lawsuit.
Arcadia previously sold other divisions. Home healthcare and healthcare staffing were its remaining operations.
“Registrant intends to wind-down its affairs and expects that holders of the registrant’s outstanding unsecured indebtedness will receive no payment, or nominal payment, on their claims,” according to the filing. “After the foreclosure transaction, registrant estimates that it will have more than $33 million in unsecured current liabilities. Registrant estimates that it will have less than $1 million in assets, all of which will be used to wind down the registrant’s affairs.”
For the full SEC filing, click here.
Arcadia also announced last month that it settled a class action case brought by a home healthcare worker in Northern California who claimed the company didn’t pay overtime, didn’t provide for meal and rest breaks and failed to pay final wages in a timely manner, according to a filing with the U.S. Securities and Exchange Commission.
The settlement calls for Arcadia to pay $623,000, according to the filing. The settlement received approval from the court on April 17.
The lawsuit, Douglas et al vs. Arcadia Health Services Inc., was first filed on June 20, 2011, by Ruth Douglas, a resident of San Anselmo, Calif.
http://www.staffingindustry.com/site/Research-Publications/Daily-News/US-Lender-Forecloses-on-Staffing-Firm
Looks like the stock was transferred then foreclosed:
"AHI notified RKDA that absent immediate payment in full of the Purchased Indebtedness in accordance with the Payment Demand, AHI intended to foreclose on the security interest in the Pledged Stock."
As to holders being compensated I highly doubt it. Creditors that are owed more than $33,000,000 won't be getting a penny either according to this statement:
"As a result of the Foreclosure Transaction, Registrant no longer owns any operating businesses. Registrant intends to wind-down its affairs and expects that holders of the Registrant’s outstanding unsecured indebtedness will receive no payment, or nominal payment, on their claims. After the Foreclosure Transaction, Registrant estimates that it will have more than $33 million in unsecured current liabilities. Registrant estimates that it will have less than $1 million in assets, all of which will be used to wind down the Registrant’s affairs."
Once-promising Arcadia Resources closing doors
From the Indianapolis Business Journal:
Once-promising Arcadia Resources closing doors
Scott Olson
May 4, 2012
A major lender to Arcadia Resources Inc. has moved to foreclose on the struggling Indianapolis-based business, which in turn agreed to cease operations.
Arcadia reported the foreclosure agreement with Dallas-based Comerica Bank, which Arcadia owed $11 million, in a Thursday filing to the Securities and Exchange Commission.
The closing represents the probable final fall for the once-promising health care company. Just two years ago, in May 2010, the company announced a huge expansion that it expected would add 930 jobs in Indiana by 2013.
But, according to the company’s last annual report, filed in June 2011, Arcadia administrative staff had fallen slightly in the previous year, to 229. Its field staff, most of whom are not in Indiana, had remained steady.
To help pare down debt, Arcadia completed the sale of its DailyMed pharmacy business in February to a subsidiary of Illinois-based Walgreen Co. But the $2 million in proceeds from the sale went entirely to satisfy a debt to one of DailyMed’s suppliers.
That left Arcadia with its home health care and medical staffing businesses, which were being funded by an $11 million line of credit from Comerica.
Arcadia already had drawn on the entire line of credit, which came due on April 30. The company owed about $33 million to three private equity firms that likely will not be repaid. The company had less than $1 million in assets, according to the SEC filing.
In the nine months ended Dec. 31, Arcadia had $61.5 million in revenue and posted a loss of $13.5 million.
Arcadia’s stock was delisted in August from the NYSE Amex Equities Exchange, an over-the-counter market in which shares are thinly traded.
The company is located at 9320 Priority Way West Drive on the city’s northeast side.
http://www.ibj.com/once-promising-arcadia-resources-closing-doors/PARAMS/article/34266
From the Indianapolis Star:
Arcadia Resources winding down its business
1:05 PM, May. 04, 2012 | Written by Jeff Swiatek | |comments|"0Comments
Health services provider Arcadia Resources will wind down its business after one of its lenders, Comerica Bank, pulled the plug on the struggling Indianapolis company.
In a filing this week with the Securities and Exchange Commission, Arcadia said Comerica declared a default on an $11 million note backed by Arcadia assets. A new company based in Michigan has taken over Arcadia’s name, intellectual property and other interests from Comerica, the filing said.
The publicly traded Arcadia in 2010 had high hopes of adding 900 jobs to its local workforce, but instead has struggled through several money-losing years.
Arcadia said it “intends to wind down its affairs” and it expects that holders of its unsecured debt “will receive no payment or nominal payment on their claims.”
Arcadia, which moved to Indianapolis from Michigan in 2007, put its total unsecured liabilities at $33 million and said it has less than $1 million in assets. Last September, the company delisted its stock from trading on the NYSE Amex exchange and it started trading over-the-counter on the OTCQB Marketplace. It is trading this week at under a penny a share.
Arcadia’s corporate names and intellectual property have been assigned to a new privately held corporation in Southfield, Mich., called Arcadia Holdings II, according to the SEC filing.
The company didn’t immediately return a call for comment.
Arcadia’s chief business was providing home care for the elderly. It also sold a pill-dispensing system called DailyMed. Last year it announced plans to sell its 3,000-person caregiving unit. The company employed about 100 employees at its Indianapolis operations last year.
In 2009, former Indianapolis Mayor Stephen Goldsmith took a seat on Arcadia’s board of directors.
http://blogs.indystar.com/bizbuzz/2012/05/04/arcadia-resources-winding-down-its-business/
Arcadia now PRIVATELY OWNED COMPANY once again.
FOR IMMEDIATE RELEASE ARCADIA SERVICES INC. ANNOUNCES OUR NEW MANAGEMENT TEAM
As of May 1st, Arcadia Services, Inc. has gone through a stock transfer with a newly formed Holding company, Arcadia Holdings II, Inc. With Comerica as the senior lender, Arcadia Services now finds itself under new ownership. The new CEO, John Elliott, has returned after five years to resume operations, focusing on the home care and staffing industry. The stock transfer has allowed Arcadia Services to become a privately owned company once again.
Mr. Elliott plans to rebuild momentum lost over the past few years through focus on the home care and staffing industry. Mr. Elliott has stated “Returning to Arcadia for the first time since 2007 has been like coming home. We have the greatest people in the health care industry. For 35 years Arcadia has been exceptionally profitable and we will continue to focus on the business and its growth.” The company remains on solid ground and still holds its market share value. The basic organization will remain the same, keeping its headquarters in Southfield, MI, as well as maintaining all employees and affiliates nationally.
A long standing and very successful Arcadia Affiliate, Charles Symes, confirmed his confidence in the company moving forward, stating, “I am excited about the future of this company and the successful transition back to being a privately held entity. Our focus remains on providing the highest level of home health, home care and medical staffing.”
Arcadia Services, Inc. looks forward to reaffirming its commitment to its employees and patients over the years to come. Please see our website, Facebook, and Twitter for the latest updates on the company’s continued growth and prosperity.
http://www.arcadiahealthcare.com/pdfs/New-Management-Team.pdf
THE "INVESTORS" LINK ON THE ARCADIA HOME PAGE IS GONE!
http://www.arcadiahealthcare.com/
It was definitely there a couple or few days ago.
"AHI intended to foreclose on the security interest in the Pledged Stock."
Like I've been saying all along GAME OVER!
Have to agree with you there. Sure looks like a lie.
"and have no business relationships or agreements with AHI"
How can they not have a business relationship when both Arcadia Services, Inc. Home Care and Staffing Company and AHI list the exact same corporate address?
On another note, KADR has been yodeling since November 2011 not to trade the stock. They obviously made good on their warning.
(edited post) Nubie, I'd just like to thank you. I bought this stock last year at .12, and have been following your posts for a while. Thanks to you I was lucky enough to dump this at .045 in Feb. It was at a loss, but thanks to you not a total loss, which is what seems to be happening now. It seems your posts have always dealt with hard data, Thanks again!
You're welcome sir.
What tender offer did KADR get, when did they get it, and from whom? No mention of a tender offer here in yesterday's 8-K filing:
http://www.sec.gov/Archives/edgar/data/1071941/000114036112022533/form8k.htm
Mmmmm Nope! JANA is showing no KADR shares whatsoever, Vicis is showing 10,055,218 shares:
Jana Partners 2/14/12 13F-HR filing (no Arcadia Resources listed):
Report Type (Check only one.):
[ X ] 13F HOLDINGS REPORT. (Check here if all holdings of this reporting manager are reported in this report.)
[ ] 13F NOTICE. (Check here if no holdings reported are in this report, and all holdings are reported by other reporting manager(s).)
[ ] 13F COMBINATION REPORT. (Check here if a portion of the holdings for this reporting manager are reported in this report and a portion are reported by other reporting manager(s).)
ANADARKO PETE CORP COM 032511107 94,462 1,237,542 SH SOLE 66,208
APPLE INC COM 037833100 104,805 258,777 SH SOLE 13,849 244,928
BMC SOFTWARE INC COM 055921100 44,142 1,346,615 SH
http://www.sec.gov/Archives/edgar/data/1159159/000090266412000315/p12-0206form13fhr.txt
Jana Partners 8/12/2011 13F-HR filing (Arcadia Resources listed):
Report Type (Check only one):
[X] 13F HOLDINGS REPORT. (Check here if all holdings of this reporting manager are reported in this report.)
[ ] 13F NOTICE. (Check here if no holdings reported are in this report, and all holdings are reported by other reporting manager(s).)
[ ] 13F COMBINATION REPORT. (Check here if a portion of the holdings for this reporting manager are reported in this report and a portion are reported by other reporting manager(s).)
ARCADIA RES INC COM 039209101 1,897 25,298,102 SH
http://www.sec.gov/Archives/edgar/data/1159159/000090266411001302/p11-1454form13fhr.txt
Vicis Capital LLC showing 10,055,218 shares:
Sole dispositive power 10,055,218
http://www.sec.gov/Archives/edgar/data/1071941/000114420412020936/v308502_sc13ga.htm
Looks like Chapter 7 Bankruptcy liquidation is next up for KADR:
From the 5/3/12 8-K:
"holders of the Registrant’s outstanding unsecured indebtednesswill receive no payment, or nominal payment, on their claims"
"As a result of the Foreclosure Transaction, Registrant no longer owns any operating businesses. Registrant intends to wind-down its affairs"
Chapter 7 defined:
"When a troubled business is badly in debt and unable to service that debt or pay its creditors, it may file (or be forced by its creditors to file) for bankruptcy in a federal court under Chapter 7. A Chapter 7 filing means that the business ceases operations unless continued by the Chapter 7 Trustee."
http://en.wikipedia.org/wiki/Chapter_7,_Title_11,_United_States_Code
KADR admits they no longer have a operating business and is shutting down and creditors will receive no payment or nominal payment on their claims. At this point in time all signals are pointing to Chapter 7 liquidation.
A look at KADR's Account Receivable's from the latest 2/21/12 10-Q filing down to the 2011 through 2005 10-K filings. A steady stream of declining account receivables:
2/21/2012 10-Q Accounts receivable: $11,495,000
Cash: $0
2011 10-K Accounts receivable: $12,049,000
2010 10-K Accounts receivable: $12,366,000
2009 10-K Accounts receivable: $15,679,000
2008 10-K Accounts receivable: 24,723,000
2007 10-K Accounts receivable: $26,442,000
2006 10-K Accounts receivable: $27,109,601
2005 10-K Accounts receivable: $21,453,424
I wouldn't be surprised to see a bankruptcy filing by Arcadia Resources Inc tomorrow.
CLST's last SEC 10-Q filing was on 11/13/2008 right? Were they delisted or halted from trading? Looks like they haven't been trading shares for a long time.
I fail to see the comparison to KADR whom is up to date with their filings (so far, as they are in the winding down and going out of business process) and trades every day.