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): ~~April~~May 171, 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 12.01 ~~Entry~~Completion ~~Into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets

Arcadia Services, Inc. (“ASI”) and four of its wholly-owned subsidiaries (the “Services Borrowers”) are parties to an Amended and Restated Credit Agreement dated July 13, 2009, as subsequently amended on June 9, 2010 and October 31, 2010, with Comerica Bank ~~Forbearance~~(the “Comerica Credit Agreement”). Borrowings under the Comerica Credit Agreement are evidenced by a Revolving Credit Note dated July 13, 2009, as amended on October 31, 2009 (the “Credit Note”). Repayment of the Credit Note is guaranteed by RKDA, Inc., ASI’s parent company (“RKDA”). RKDA is a wholly-owned subsidiary of Registrant. The Credit Note matured on April 1, 2012. Prior to the maturity, Comerica Bank declared a default under the Comerica Credit Agreement and the Credit Note, as previously reported by Registrant. The principal balance due from the Services Borrowers under the Credit Note as of April 30, 2012, was $11.0 million (the “Indebtedness”). The Indebtedness is secured by all of the assets of the Services Borrowers and by the pledge by RKDA of all of the shares of ASI capital stock (the “Pledged Stock”).

~~Arcadia~~On ~~Services~~April 17, ~~Inc.~~2012, ~~(“ASI”)~~as ~~and~~reported ~~four of~~in ~~its~~the ~~wholly-owned~~Registrant’s ~~subsidiaries~~Current ~~(the~~Report ~~“Services~~on ~~Borrowers”)~~Form ~~are~~8-K ~~parties~~filed toApril an20, ~~Amended~~2012, the Services Borrowers and ~~Restated~~RKDA ~~Credit~~entered ~~Agreement~~into ~~dated~~an ~~July~~agreement ~~13,~~with ~~2009,~~Comerica aswith ~~subsequently~~respect ~~amended~~to onthe ~~June~~Comerica 9,Credit ~~2010~~Agreement and ~~October~~amounts ~~31,~~due ~~2010~~under the Credit Note (the “~~Comerica~~Forbearance ~~Credit~~ Agreement”). ~~The~~As ~~repayment~~part of the ~~debt~~Forbearance Agreement, Comerica Bank (a) declared all amounts under the Comerica Credit Agreement isto ~~guaranteed~~be bydue ~~RKDA,~~and ~~Inc.~~payable, ~~ASI’s~~including ~~parent~~the ~~company~~Indebtedness ~~(“RKDA”). RKDA~~and islegal afees ~~wholly-owned~~and ~~subsidiary~~other ofexpenses ~~Arcadia~~incurred ~~Resources,~~with ~~Inc.~~respect thereto (the “~~Registrant~~Liabilities”) orand ~~“Company”~~(b)~~. Comerica~~ ~~Bank~~demanded ~~has~~payment ~~a security interest~~ in ~~all~~full of the ~~assets~~Liabilities. Comerica ofagreed ~~the~~to ~~Services~~forbear ~~Borrowers~~until ~~and~~April ~~RKDA~~30, ~~has~~2012, ~~pledged~~subject to the ~~outstanding~~terms ~~capital~~and ~~stock~~conditions ofset ~~ASI~~forth asin ~~further~~the ~~security~~Forbearance ~~under~~Agreement, ~~the~~from ~~Comerica~~taking ~~Credit~~any ~~Agreement~~action ~~(such~~to ~~security~~collect ~~interest~~the ~~and~~Liabilities, ~~pledge~~provided ~~collectively~~ the ~~“Collateral”). The~~Services ~~obligations~~Borrowers ~~under~~and ~~the~~RKDA ~~Comerica~~comply ~~Credit~~with ~~Agreement~~the ~~matured~~terms onof ~~April~~the 1,Forbearance ~~2012~~Agreement.

On ~~April~~May 171, 2012, ~~the~~Comerica ~~Services~~sold ~~Borrowers~~a ~~and~~portion ~~RKDA~~of ~~entered~~the ~~into~~Indebtedness anto ~~agreement~~Arcadia ~~with~~Holdings ~~Comerica~~II, ~~with~~Inc. ~~respect~~(“AHI,” toand the ~~Comerica~~Indebtedness ~~Credit~~purchased ~~Agreement~~by ~~and~~AHI ~~amounts due under such credit agreement (~~the “~~Forbearance~~Purchased ~~Agreement~~Indebtedness”)~~. As~~ ~~part~~and ofassigned ~~the~~to ~~Forbearance~~AHI ~~Agreement, Comerica (a) declared~~ all ~~amounts~~of ~~under the~~ Comerica’s ~~Credit~~security ~~Agreement~~interest toin ~~be due~~ and ~~payable,~~with ~~including~~respect ~~all~~to ~~principal,~~the ~~interest,~~Pledged ~~and~~Stock. AHI ~~legal~~is ~~fees~~a ~~and~~privately-held ~~other~~Delaware ~~expenses~~corporation ~~incurred~~having ~~with~~its ~~respect~~principal ~~thereto~~place ~~(the~~of ~~“Liabilities”)~~business ~~and (b) demanded payment~~ in ~~full~~Southfield, ~~of the Liabilities~~Michigan. ~~Comerica~~Registrant ~~agreed~~and toits ~~forbear until April 30~~directors, ~~2012~~officers, ~~subject~~subsidiaries toand ~~the~~affiliates ~~terms~~have ~~and~~no ~~conditions~~ownership ~~set~~interest ~~forth~~ in ~~the~~AHI ~~Forbearance Agreement~~ and ~~summarized~~have ~~below,~~no ~~from~~business ~~taking~~relationships ~~any~~or ~~action~~agreements towith ~~collect~~AHI ~~the~~other ~~Liabilities,~~than ~~provided the Services Borrowers and RKDA comply~~ with ~~the~~respect ~~terms~~to of the ~~Forbearance~~transactions ~~Agreement~~described herein.

InOn ~~the~~May ~~Forbearance~~1, ~~Agreement~~2012, ~~the~~after ~~Services~~acquiring ~~Borrowers and RKDA (a) acknowledge~~ the ~~Liabilities~~Purchased ~~as set out in the Comerica Credit Agreement and the existence of the default~~Indebtedness, ~~(b)~~ ~~acknowledge~~AHI ~~and~~made ~~agree~~a ~~that Comerica’s~~ demand for immediate payment isof ~~timely~~the ~~and~~Purchased ~~proper~~Indebtedness ~~and~~ (~~c) acknowledge that Comerica is under no obligation to advance funds or extend further credit under~~ the ~~Comerica~~“Payment ~~Credit Agreement~~Demand”). ~~Comerica~~AHI ~~has~~notified ~~agreed~~RKDA that itabsent ~~may,~~immediate payment in ~~its~~full ~~sole~~of ~~discretion, continue to advance funds to~~ the ~~Services~~Purchased ~~Borrowers~~Indebtedness ~~under~~in ~~the~~accordance ~~Comerica~~with ~~Credit Agreement. The Forbearance Agreement increased~~ the ~~maximum~~Payment ~~amount~~Demand, ~~available~~AHI ~~under~~intended ~~the Comerica Credit Agreement from $11.0 million~~ to ~~$11.5~~foreclose ~~million. In~~on ~~addition, Comerica agreed that~~ the ~~borrowings~~security ~~under~~interest ~~the Comerica Credit Agreement may exceed the Advance Formula (as defined~~ in the ~~Comerica~~Pledged ~~Credit Agreement) by $500,000 at any given time, plus an additional over-formula amount, if any, as determined by Comerica its sole discretion~~Stock.

~~The~~On ~~Forbearance~~May ~~Agreement~~1, ~~extends~~2012, toRKDA ~~April~~and ~~30,~~Registrant ~~2012. Comerica~~executed ~~reserves~~and delivered (a) a Foreclosure and Consent Agreement (the ~~right~~“Foreclosure toAgreement”) ~~terminate~~by ~~its~~and ~~forbearance~~among ~~prior~~themselves toand ~~that~~AHI, ~~date~~and (ab) inan ~~the~~Acknowledgement ~~event~~and ~~there~~Consent ~~are~~to ~~any~~Comerica ~~new~~Bank ~~defaults~~(the ~~under~~“Consent ~~the~~to Assignment”). In addition, Comerica ~~Credit~~Bank ~~Agreement~~executed orand ~~defaults~~delivered ~~under~~a ~~the~~release ~~Forbearance~~of ~~Agreement,~~claims to RKDA and Registrant (bthe “Release”). The inForeclosure Agreement, the ~~event~~Consent ofto ~~further~~Assignment, ~~deterioration~~the inRelease ~~Comerica’s~~and ~~Collateral~~the ~~position~~agreements and~~/or~~ ~~(c)~~documents inrelated thereto are referred to as the ~~event~~“Foreclosure ~~Comerica,~~Transaction”. In ~~for~~connection ~~any~~with ~~reason~~the Foreclosure Transaction, ~~believes~~the ~~that~~Services Borrowers and RKDA also entered into an amendment to the ~~prospect~~Forbearance ofAgreement ~~payment~~with orComerica ~~performance~~Bank is(the ~~impaired~~“Forbearance Amendment”).

~~Notwithstanding~~The ~~the~~Consent ~~existence~~to ofAssignment ~~the~~is ~~Forbearance~~dated ~~Agreement,~~as ~~there~~of ~~can~~May be1, no2012. The ~~assurances~~Consent ~~that Comerica will continue~~ to ~~make~~Assignment ~~further~~provides ~~advances~~(a) or that ~~Comerica~~Services ~~will~~Borrowers ~~not~~and ~~initiate~~RKDA ~~actions~~consent to ~~foreclose~~Comerica onBank’s ~~the~~sale ~~Collateral.~~of ~~Comerica~~a ~~could~~portion atof ~~any~~the ~~time~~Indebtedness ~~exercise~~in ~~its rights under~~ the ~~Comerica~~amount ~~Credit~~of ~~Agreement~~$1.0 million to ~~foreclose~~AHI on (the ~~issued~~“Purchased Indebtedness”) and ~~outstanding~~(b) ~~shares~~that ofServices ~~ASI~~Borrowers ~~pledged~~and by RKDA ~~and/or~~release ~~the~~Comerica ~~assets~~Bank offrom ~~ASI~~any ~~and~~claims, ~~its~~liabilities ~~subsidiaries. For~~or acauses ~~further description~~ of ~~the~~action ~~Comerica~~arising ~~Credit~~from ~~Agreement~~or ~~and~~in ~~Comerica’s~~any ~~rights,~~way ~~see~~related to the ~~Company’s~~sale ~~Quarterly~~of ~~Report~~the onPurchased ~~Form~~Indebtedness, ~~10-Q~~the ~~filed~~Security ~~February 21~~Agreement, the ~~2012~~Purchased Indebtedness, ~~including~~the ~~Note~~remaining 2Indebtedness –or ~~Management’s~~the ~~Plans~~relationship ~~and~~between ~~Note~~Comerica ~~7 – Long-Term Obligations~~Bank, RKDA toand the ~~Condensed~~Services ~~Consolidated Financial Statements~~Borrowers.

InThe ~~light~~Foreclosure ofAgreement, ~~the~~dated ~~foregoing~~May 1, 2012, is by and asbetween ~~previously~~AHI, ~~disclosed~~RKDA inand Registrant. Under the ~~Company~~Foreclosure Agreement, RKDA consented to AHI’s ~~Quarterly~~retention ~~Reports~~of onthe ~~Form~~Pledged ~~10-Q~~Stock ~~filed~~in ~~November~~full 14and complete satisfaction of the Purchased Indebtedness, ~~2011~~with such consent conditioned upon receipt of the Release (the “Strict Foreclosure”). In consideration of RKDA’s consent to the Strict Foreclosure and ~~February~~other 21covenants and agreements included in the Foreclosure Agreement, ~~2012~~(a) AHI consented to the assignment by the Services Borrowers to the Registrant of a note payable to be issued to ASI in connection with the sale of locations in North Carolina (the “NC Note”), ~~and~~as more fully described in the ~~Company~~Registrant’s Current Report on Form 8-K ~~dated~~filed April 5, 2012; (b) the parties agreed on the disposition of various insurance policies and the prepaid assets, collateral rights and collateral obligations related thereto; (c) AHI agreed to indemnify Registrant and RKDA from any liabilities under the ~~Company~~lease ~~does~~of the corporate headquarters of ASI in Southfield, Michigan; (d) RKDA and Registrant entered into covenants not ~~believe~~to ~~that~~compete ~~its~~and ~~common~~assigned ~~shares~~to ~~outstanding~~AHI ~~have~~certain ~~any~~rights ~~value~~with respect to the use of corporate names, service marks and other intellectual property subsequent to the ~~Company~~effective ~~strongly~~date; ~~discourages~~(e) ~~investors~~certain ~~from~~inter-company ~~trading~~accounts inby and between ASI, RKDA and Registrant were extinguished effective upon the ~~Company’s~~completion ~~common~~of ~~stock~~the Strict Foreclosure; and (f) the parties provided certain representations and warranties, and agreed to certain indemnification and releases, as set forth in the Foreclosure Agreement.

~~Item~~The 8Release from Comerica is dated as of May 1, 2012.01 The ~~Other~~Release ~~Events~~provides (a) that Comerica releases RKDA, Registrant and their respective directors, officers and agents (the “Released Parties”) from certain claims, cause of action or liabilities related to the Indebtedness, other than the Purchased Indebtedness; and (b) that Comerica Bank consents to the assignment by the Services Borrowers of their interest in and to the NC Note to Registrant.

~~Douglas~~The ~~Litigation~~Forbearance Amendment, dated as of May 1, 2012, is by and between the Services Borrowers, RKDA and Comerica Bank. The Forbearance Amendment provides for (a) the execution and delivery by the Services Borrowers of a $1,000,000 single disbursement demand note to Comerica replacing an equal amount of indebtedness under the Credit Note, evidencing the Purchased Indebtedness; (b) a reduction in the maximum amount available under the Comerica Credit Agreement from $11,500,000 to $10,500,000 and a change in the formula for advances under the credit facility; and (c) immediate termination of Comerica’s forbearance under the Forbearance Agreement.

As ~~previously disclosed, the Company was served with~~ a ~~complaint~~result ~~filed in the Marin County Superior Court~~ of the ~~State~~Foreclosure ~~of California styled Douglas et al. vs. Arcadia Health Services~~Transaction, ~~Inc.,~~Registrant ~~Case~~no ~~No.~~longer ~~CIV~~owns ~~1102982~~any onoperating ~~June 20, 2011~~businesses. Registrant ~~The~~intends ~~first~~to ~~amended complaint is brought as a purported class action on behalf of California employees of Arcadia Health Services, Inc. (“AHSI”), an indirect wholly~~wind-~~owned~~down ~~subsidiary~~its ofaffairs ~~the~~and ~~Company.~~expects ~~The complaint alleges~~ that ~~(a)~~holders ~~AHSI failed to properly compensate the plaintiff and purported class members for meal period and rest breaks under Sections 226.7 and 512~~ of the ~~California~~Registrant’s ~~Labor~~outstanding ~~Code,~~unsecured ~~(b)~~indebtedness ~~AHSI~~will ~~failed~~receive tono ~~pay continuing wages under California Labor Code Section 203~~payment, ~~(c)~~or ~~AHSI~~nominal ~~failed to pay overtime compensation in accordance with California Labor Code Section 1194~~payment, ~~(d)~~on ~~that~~their ~~the~~claims. After ~~foregoing allegations also constitute a violation of California Business and Professional Code Section 17200, (e) that AHSI failed to satisfy~~ the ~~obligations~~Foreclosure ~~under California Labor Code Section 226 with respect to itemized wage statements~~Transaction, ~~and~~Registrant ~~(f)~~estimates ~~AHSI~~that isit ~~liable~~will ~~for~~have ~~civil~~more ~~penalties~~than ~~inder~~$33 ~~the~~million private attorney general provisions of Section 2699 of the California Labor Code (the “Lawsuit”). The plaintiff seeks to represent two classes of claimants, one representing claimants under the California Labor Code claims set forth in ~~(a)~~unsecured ~~through~~current ~~(c) above and another representing claimants under Section 17200 under the California Business and Professional Code~~liabilities. ~~The~~Registrant ~~Lawsuit~~estimates ~~has~~that ~~been~~it ~~removed~~will tohave ~~federal~~less ~~court~~than ~~and~~$1 ismillion ~~now pending~~ in ~~the~~assets, ~~United~~all ~~States~~of ~~District~~which ~~Court~~will ~~for~~be ~~the~~used ~~Northern~~to ~~District~~wind ofdown ~~California (~~the ~~“District~~Registrant’s ~~Court”)~~affairs.

OnIn ~~November~~light 8,of ~~2011, AHSI entered into a Settlement Agreement and General Release (~~the ~~“Agreement”~~foregoing, ~~or “Settlement”) with Ruth L. Douglas (“Douglas”) individually~~ and ~~on behalf of others similarly situated (the “Class”) providing for both the settlement of the Lawsuit~~ as ~~set~~previously ~~forth~~disclosed ~~below. On~~in ~~January 17, 2012,~~ the ~~District~~Company’s ~~Court~~Quarterly ~~entered~~Reports anon ~~order~~Form ~~(i)~~10-Q ~~giving~~filed ~~preliminary~~November ~~approval to the Settlement~~14, ~~(ii)~~2011 ~~conditionally certifying a class for settlement purposes consisting of any person employed by AHSI between June 15, 2007~~ and ~~January~~February 1721, 2012, ~~(iii) directing that notice of the Settlement~~ and ~~preliminary approval be provided to~~ the ~~putative~~Company’s ~~class~~Current ~~members~~Reports ~~and~~on ~~(iv)~~Form ~~setting~~8-K adated ~~hearing to consider final approval of the Settlement for~~ April 175, 2012~~. The~~ ~~Agreement~~and ~~provides~~April ~~for~~20, ~~among other things~~2012, ~~the~~Registrant ~~(1)~~believes ~~dismissal~~that byits ~~Douglas~~common ~~and~~shares ~~qualified~~outstanding ~~members~~have ofno ~~the~~value ~~Class for asserted claims in the Lawsuit; (2) agreement to amend the Complaint to add the additional claims for relief of alleged damages under California Labor Code section 226~~ and ~~alleged~~strongly ~~civil~~discourages ~~penalties~~investors ~~under California Labor Code section 2699; and (3) a complete release of AHSI, Arcadia Services, Inc., RKDA, Inc and the Company~~ from ~~any~~trading and all claims, debts, liabilities, demands, obligations, guarantees, costs, expenses, attorneys' fees, penalties, damages, restitution, injunctive relief, or a remedy of any other type which are based on, arise out of, or are related to the causes of action of the Lawsuit, including but not limited to, claims made pursuant to the California Labor Code for failure to pay overtime compensation, failure to provide adequate meal periods and/or rest periods, failure to provide accurate wage statements, and failure to pay final wages in aRegistrant’s ~~timely~~common ~~fashion; and claims under California Business and Professions Code~~stock.

Pursuant to the Agreement, AHSI has agreed to pay a total sum of $623,000 (“Settlement Payment”), which shall be funded as follows: (1) $23,000 was paid following the execution of the Agreement; (2) $150,000 shall be paid within five business days of the Effective Date, as set forth below, into a to-be-established escrow interest-bearing account; (3) $225,000 shall be paid into the interest-bearing escrow account within 8 months of the Effective Date; and (4) $225,000 shall be paid into the interest-bearing escrow account within 14 months of the Effective Date. Funding of the Settlement Payment is solely the obligation of AHSI.

The Effective Date of the Settlement (“Effective Date”) is the date upon which: (a) the Settlement is finally approved by the District Court substantially in accordance with the terms of this Settlement; and (b) the District Court’s entry of Judgment and Dismissal of the Lawsuit (“Judgment”), substantially in accordance with the terms of this Settlement, become final. For purposes of defining the Effective Date, the date upon which the Settlement and Judgment become final is the last date of (a) final approval by the District Court if there are no objections made and no further objections can be made; (b) if there are objections to the Settlement which are not withdrawn, and if no appeal, review or writ is sought from the Judgment, the day after the period for appeal has expired; or (c) if an appeal, review or writ is sought from the Judgment, the day after the Judgment is affirmed or the appeal, review or writ is dismissed or denied and the Judgment is no longer subject to further judicial review.

On April 17, 2012, the District Court held a hearing to consider final approval of the Settlement. Following the hearing, the District Court entered an order dated April 17, 2012 (the “Approval Order”) (a) approving the Settlement and certifying a class (“Class”) defined to include all former and current employees of AHSI from June 15, 2007 to January 17, 2012; (b) releasing and discharging claims against AHSI, Arcadia Resources, Inc., RKDA, Inc. and Arcadia Services, Inc., and related parties as set forth in the Settlement; (c) entering the Approval Order as a final judgment and barring and permanently enjoining members of the Class who have not filed a timely and valid request for exclusion from prosecuting claims that are settled and/or released pursuant to the Settlement; (d) approving an award of attorneys fees and an enhancement award to the named plaintiff; and (e) dismissing the action on the merits and with prejudice and without costs other than as provided in the Settlement. For purposes of the payments under the Settlement, the Effective Date is expected to be May 17, 2012.

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.

Dated: April 20, 2012	Arcadia Resources, Inc.
Dated: May 2, 2012	Arcadia Resources, Inc.
	By:	/s/ Matthew R. Middendorf
		Matthew R. Middendorf
	Its:	Chief Financial Officer, Treasurer and Secretary

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