UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~March~~April 161, 2012

ARCADIA RESOURCES, INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada

(State or Other Jurisdiction of Incorporation)

001-32935		88-0331369
(Commission File Number)		(IRS Employer Identification No.)

9320 Priority Way West Drive, Indianapolis, Indiana 46240

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (317) 569-8234

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 58.0201 ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Events

~~Marvin~~Maturity ~~R. Richardson, President & CEO and a director~~ of ~~Arcadia~~Financial ~~Resources, Inc. (the “Company”), resigned as President & CEO and a director of the Company effective March 16, 2012 to accept employment with Medication Adherence Solutions, LLC (“MAS”).~~Obligations

OnArcadia ~~February~~Services, 17Inc. (“ASI”) and three of its wholly-owned subsidiaries (the “Services Borrowers”) are parties to an Amended and Restated Credit Agreement dated July 13, ~~2012~~2009, ~~MAS~~as ~~purchased~~subsequently ~~substantially~~amended ~~all~~on ofJune 9, 2010 and October 31, 2010 (the ~~assets~~“Comerica Credit Agreement”). The repayment of the ~~Company~~debt is guaranteed by RKDA, Inc., ASI’s ~~Pharmacy~~parent ~~segment~~company (“RKDA”). InRKDA ~~connection~~is ~~with~~a ~~this~~wholly-owned ~~transaction~~subsidiary of Arcadia Resources, Inc. (the ~~Company~~“Registrant” ~~and~~or ~~MAS~~“Company”). Comerica ~~entered~~Bank ~~into~~has a ~~Management~~security interest in all of the assets of the Services Borrowers and RKDA has pledged the outstanding capital stock of ASI as further security under the Comerica Credit Agreement (such security interest and pledge collectively the “Collateral”). AsThe ~~reported~~obligations onunder the ~~Company’s~~Comerica ~~Current~~Credit ~~Report~~Agreement matured on ~~Form~~April ~~8-K~~1, ~~dated~~2012. The ~~December~~Services 6,Borrowers ~~2011,~~are in discussions with Comerica with respect to a forbearance agreement pursuant to which the ~~Management~~maturity ~~Services~~date of the Comerica Credit Agreement ~~automatically~~would ~~terminates~~be ~~when~~extended Mrbeyond April 1, 2012. Pending ~~Richardson~~completion and execution of that forbearance agreement, Comerica Bank is continuing to provide funding for the Services Borrowers’ business. However, there can be no ~~longer~~assurances ~~employed~~that bya forbearance agreement will be successfully completed or that Comerica will not exercise its right to declare all principal and accrued interest under the ~~Company~~Comerica Credit Agreement to be immediately due and hepayable ~~becomes~~and ~~employed~~initiate byaction ~~MAS~~to foreclose on the Collateral. ~~Mr.~~For ~~Richardson~~a further description of the Comerica Credit Agreement and Comerica’s ~~resignation~~rights ~~from~~thereunder, see the Company’s ~~and~~Quarterly ~~employment~~Report byon ~~MAS~~Form ~~resulted~~10-Q infiled aFebruary ~~termination~~21, of2012, ~~the~~including “Note 2 – Management’s ~~Services~~Plans” ~~Agreement~~and “Note 7 – Long-Term Obligations”, to the Condensed Consolidated Financial Statements.

~~The~~On ~~Company’s~~April ~~Board~~1, of2012, ~~Directors~~the ~~has~~principal ~~determined~~and ~~not~~unpaid toaccrued ~~fill~~interest ~~the~~became ~~position~~due ofand ~~President~~payable &under ~~CEO~~three atseparate ~~this~~promissory ~~time~~notes (the “Notes”) issued by Arcadia Resources, Inc. ~~Steven~~ L(the “Company”) to JANA Master Fund, Ltd. ~~Zeller~~(”JANA”), ~~Chief~~Vicis ~~Operating~~Capital ~~Officer~~Master Fund (“Vicis”) and ~~General~~LSP ~~Counsel~~Partners, ~~and~~LP ~~Matthew R~~(“LSP). The ~~Middendorf,~~amounts ~~Chief~~owed ~~Financial~~to ~~Officer~~JANA, ~~Treasurer~~Vicis and ~~Secretary,~~LSP ~~will~~under ~~jointly~~the ~~manage~~Notes ~~the~~is ~~Company~~$30.0 ~~effective~~million. The ~~immediately~~Notes are unsecured obligations of the Company.

~~The~~On ~~Board~~April of4, ~~Directors~~2012, ~~has~~the ~~elected~~principal ~~Mr.~~and ~~Zeller~~unpaid ~~and~~accrued ~~Mr.~~interest ~~Middendorf~~became todue and payable under the Company’s ~~Board~~promissory ofnote ~~Directors~~to ~~effective~~BestCare ~~immediately~~Travel Staffing, LLC (the “BestCare Note”). The amount that became due and payable under the BestCare Note is $594,000.

AsThe ~~previously~~Company ~~reported,~~is ~~prior~~unable to ~~April~~pay 4,the ~~2011,~~amounts ~~Mr.~~due ~~Zeller~~under ~~had~~the aNotes ~~beneficial ownership interest in an affiliated agency~~ and/or ~~thereby~~the ~~had~~BestCare anNote ~~interest~~at inmaturity. While the ~~affiliate’s~~Company ~~transactions~~continues ~~with~~to ~~the~~pursue ~~Company, including~~ the ~~payments~~sale of ~~commissions~~its toHome ~~the~~Care ~~affiliate~~and ~~based~~Medical onStaffing a(“Services”) ~~specified~~segment, ~~percentage~~it ofis ~~gross~~not ~~margin. The~~anticipated ~~terms~~that ofthe ~~these~~proceeds ~~transactions~~of ~~were~~any ~~consistent with the affiliate agreement~~sale, ~~which~~after ~~was~~repayment ~~entered~~or ~~into~~assumption onby ~~August~~the ~~13,~~purchaser ~~2006,~~of ~~prior to~~ the ~~time~~obligations ~~Mr.~~under ~~Zeller became an executive officer of~~ the ~~Company. Commissions~~Comerica ~~totaled~~Credit ~~$194~~Agreement,~~000~~ ~~and~~will ~~$598,000~~be ~~for~~sufficient ~~the~~to ~~three-~~make ~~and~~any ~~nine-month~~payments ~~periods~~on ~~ended~~the ~~December~~Notes ~~31,~~or ~~2010,~~the ~~respectively~~BestCare Note. OnTo ~~April~~the 4,knowledge ~~2011,~~of the Company, ~~purchased substantially all of~~ the ~~assets~~holders of the ~~affiliate~~Notes and the ~~affiliate’s~~BestCare ~~interest~~Note inhave ~~its~~not ~~affiliate~~taken ~~agreement~~any aslegal ~~required~~action ~~by the affiliate agreement for total consideration of $890,000 pursuant~~ to ~~the~~collect ~~purchase~~amounts ~~price~~due ~~formula~~and ~~contained~~payable inat ~~the affiliate agreement~~maturity. OfThe ~~the~~Company ~~purchase~~does ~~price,~~not ~~$297,000~~anticipate ~~was~~being ~~paid~~ in ~~cash~~a atposition ~~the~~to ~~closing~~make ~~and~~significant ~~the~~payments, ~~Company~~if ~~entered~~any, ~~into~~towards asatisfaction ~~promissory~~of ~~note~~these ~~for~~obligations in the ~~remaining $593,000~~future. ~~The~~In ~~Company incurred interest expense related to~~ the ~~debt~~event in the ~~amount~~Services ofsegment ~~$15,000~~is ~~and $45~~sold,~~000~~ ~~during~~ the ~~three-~~Company ~~and~~will ~~nine-month~~have ~~periods~~no ~~ended~~other ~~December~~operating ~~31,~~businesses ~~2011,~~or ~~respectively~~sources of revenue.

In light of the foregoing, and as previously disclosed in the Company’s Quarterly Reports on Form 10-Q filed November 14, 2011 and February 21, 2012, the Company does not believe that its common shares outstanding have any value, and the Company strongly discourages investors from trading in the Company’s common stock.

Sale of Certain Services Locations

On March 21, 2012, Arcadia Services, Inc. (“ASI”) and Arcadia Health Services, Inc. (“AHSI”), wholly-owned subsidiaries of the Company, entered into an agreement to sell five (5) of their operating locations in North Carolina to Premier Home Health Services, Inc. Total proceeds will include $250,000 of cash and a note payable for $500,000 to be paid in twelve (12) monthly installments, and AHSI will retain all accounts receivable generated prior to the effective date of the sale. The transaction will close when the purchaser obtains the licenses and authorizations required to conduct the business. ASI and AHSI decided to divest these locations after management determined that these locations no longer fit their business and financial objectives. Revenue generated by the sold locations for the nine-month period ended December 31, 2011 was $3.7 million.

SIGNATURES

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.

	Arcadia Resources, Inc.
Dated: April 5, 2012	Arcadia Resources, Inc.
Dated: March 19, 2012	By:	/s/ Matthew R. Middendorf
	By:	/s/ Matthew R. Middendorf
		Matthew R. Middendorf
	Its:	Chief Financial Officer, Treasurer and Secretary

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