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): ~~May~~June 127, 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~~P.O. ~~Priority~~Box ~~Way West Drive~~40507, Indianapolis, Indiana 46240 ~~(Address of principal executive offices) (Zip Code)~~

~~Registrant’s~~Address ~~telephone~~of ~~number,~~principal ~~including~~executive ~~area code: (317~~offices) (Zip ~~569-8234~~Code)

Registrant’s telephone number, including area code: (317) 222-3035

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 25.0102 ~~Completion~~Departure of ~~Acquisition~~Directors or ~~Disposition~~Certain Officers; Election of ~~Assets~~Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~Arcadia~~Registrant ~~Services,~~incorporates ~~Inc. (“ASI”) and four of its wholly-owned subsidiaries (~~the ~~“Services~~following ~~Borrowers”)~~reports ~~are~~into ~~parties~~this toCurrent anReport ~~Amended and Restated Credit Agreement dated July 13, 2009, as subsequently amended~~ on ~~June~~Form 9, 2010 and October 31, 2010, with Comerica Bank (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 wholly8-~~owned~~K 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~~Reports”)~~. 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”).~~:

OnQuarterly ~~April 17, 2012, as reported in the Registrant’s Current~~ Report on Form 810-KQ filed ~~April~~November 2014, 2012, the Services Borrowers and RKDA entered into an agreement with Comerica with respect to the Comerica Credit Agreement and amounts due under the Credit Note (the “Forbearance Agreement”). As part of the Forbearance Agreement, Comerica Bank (a) declared all amounts under the Comerica Credit Agreement to be due and payable, including the Indebtedness and legal fees and other expenses incurred with respect thereto (the “Liabilities”) and (b) demanded payment in full of the Liabilities. Comerica agreed to forbear until April 30, 2012, subject to the terms and conditions set forth in the Forbearance Agreement, from taking any action to collect the Liabilities, provided the Services Borrowers and RKDA comply with the terms of the Forbearance Agreement.2011

OnQuarterly ~~May~~Report 1,on ~~2012,~~Form Comerica sold a portion of the Indebtedness to Arcadia Holdings II, Inc. (“AHI,” and the Indebtedness purchased by AHI the “Purchased Indebtedness”) and assigned to AHI all of Comerica’s security interest in and with respect to the Pledged Stock. AHI is a privately10-~~held~~Q ~~Delaware~~filed ~~corporation~~February ~~having its principal place of business in Southfield~~21, Michigan. Registrant and its directors, officers, subsidiaries and affiliates have no ownership interest in AHI and have no business relationships or agreements with AHI other than with respect to the transactions described herein.2012

OnCurrent ~~May~~Report 1,on ~~2012,~~Form ~~after~~8-K ~~acquiring~~filed ~~the~~April ~~Purchased Indebtedness~~5, AHI made a demand for immediate payment of the Purchased Indebtedness (the “Payment Demand”). 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.2012

OnCurrent ~~May~~Report 1,on ~~2012,~~Form ~~RKDA~~8-K ~~and~~filed ~~Registrant~~April ~~executed and delivered (a) a Foreclosure and Consent Agreement (the “Foreclosure Agreement”) by and among themselves and AHI~~20, and (b) an Acknowledgement and Consent to Comerica Bank (the “Consent to Assignment”). In addition, Comerica Bank executed and delivered a release of claims to RKDA and Registrant (the “Release”). The Foreclosure Agreement, the Consent to Assignment, the Release and the agreements and documents related thereto are referred to as the “Foreclosure Transaction”. In connection with the Foreclosure Transaction, the Services Borrowers and RKDA also entered into an amendment to the Forbearance Agreement with Comerica Bank (the “Forbearance Amendment”).2012

~~The~~Current ~~Consent~~Report toon ~~Assignment~~Form is8-K ~~dated~~filed ~~as of~~ May 13, 2012. The Consent to Assignment provides (a) that Services Borrowers and RKDA consent to Comerica Bank’s sale of a portion of the Indebtedness in the amount of $1.0 million to AHI (the “Purchased Indebtedness”) and (b) that Services Borrowers and RKDA release Comerica Bank from any claims, liabilities or causes of action arising from or in any way related to the sale of the Purchased Indebtedness, the Security Agreement, the Purchased Indebtedness, the remaining Indebtedness or the relationship between Comerica Bank, RKDA and the Services Borrowers.

~~The~~As ~~Foreclosure~~a ~~Agreement,~~result ~~dated May 1, 2012, is by and between AHI, RKDA and Registrant. Under the Foreclosure Agreement, RKDA consented to AHI’s retention~~ of the ~~Pledged~~transactions ~~Stock in full~~ and ~~complete~~events ~~satisfaction~~set offorth the Purchased Indebtedness, with such consent conditioned upon receipt of the Release (the “Strict Foreclosure”). In consideration of RKDA’s consent to the Strict Foreclosure and other covenants and agreements included in the ~~Foreclosure Agreement~~Reports, ~~(a)~~Registrant ~~AHI~~no ~~consented~~longer toowns ~~the~~any ~~assignment~~operating ~~by the Services Borrowers to the~~ businesses. Registrant ofcurrently ahas ~~note~~approximately ~~payable~~$33.0 tomillion ~~be issued to ASI~~ in connection with the sale of locations in North Carolina (the “NC Note”), as more fully described in the Registrant’s Current Report on Form 8-K 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 lease of the corporate headquarters of ASI in Southfield, Michigan; (d) RKDA~~ and ~~Registrant~~less ~~entered~~than ~~into~~$0.5 ~~covenants~~million not to compete 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; and (f) the parties provided certain representations and warranties, and agreed to certain indemnification and releases, as set forth in ~~the Foreclosure Agreement~~assets.

~~The~~On ~~Release~~June ~~from Comerica is dated as of May 1~~27, 2012~~. The~~ ~~Release~~(the ~~provides~~“Effective Date”), (a) ~~that~~John ~~Comerica~~T. ~~releases~~Thornton, ~~RKDA~~Joseph Mauriello, ~~Registrant~~Matthew R. Middendorf and ~~their~~Steven ~~respective~~L. Zeller resigned as directors, ~~officers~~of ~~and~~Arcadia ~~agents~~Resources, ~~(the~~Inc. (“~~Released Parties~~Registrant”) ~~from certain claims~~, ~~cause~~and of(b) ~~action~~Mr. orZeller ~~liabilities~~ceased ~~related~~ to ~~the~~be ~~Indebtedness,~~employed ~~other~~as ~~than~~Chief ~~the~~Operating ~~Purchased~~Officer ~~Indebtedness;~~ and ~~(b)~~General ~~that~~Counsel ~~Comerica~~of ~~Bank~~Registrant, ~~consents~~and toMr. ~~the~~Middendorf ~~assignment~~ceased byto ~~the~~be ~~Services~~employed ~~Borrowers~~as ofChief ~~their~~Financial ~~interest~~Officer, inTreasurer and toSecretary ~~the~~of ~~NC Note to~~ Registrant.

~~The~~On ~~Forbearance~~the ~~Amendment,~~Effective ~~dated~~Date asand ofprior ~~May~~to 1,their ~~2012~~respective resignations, isthe byBoard ~~and~~of ~~between~~Directors ~~the~~determined ~~Services~~that ~~Borrowers,~~in ~~RKDA~~light ~~and~~of ~~Comerica~~the ~~Bank. The~~Company’s ~~Forbearance~~present ~~Amendment~~circumstances ~~provides~~it ~~for~~was ~~(a)~~appropriate for the ~~execution~~Registrant ~~and~~to ~~delivery~~wind byup ~~the~~its ~~Services~~affairs. The ~~Borrowers~~Board ofadopted aresolutions ~~$1,000,000~~authorizing ~~single~~the ~~disbursement~~winding ~~demand~~up ~~note~~of tothe ~~Comerica~~Registrant’s ~~replacing~~affairs anand ~~equal~~entered ~~amount~~into ofan ~~indebtedness~~agreement ~~under~~with ~~the~~a Wind-Down ~~Credit~~Administrator to ~~Note,~~oversee ~~evidencing~~ the ~~Purchased~~wind ~~Indebtedness;~~up ~~(b)~~process ain ~~reduction~~accordance inwith the ~~maximum~~authority ~~amount~~given ~~available~~by ~~under~~ the ~~Comerica~~Board ~~Credit~~of ~~Agreement~~Directors. The Wind-Down ~~from~~Administrator has ~~$11,500,000~~no authority to ~~$10,500,000~~operate ~~and~~any abusiness ~~change~~or engage in ~~the~~any ~~formula~~business ~~for~~activity ~~advances~~and ~~under~~is ~~the~~authorized ~~credit~~solely ~~facility;~~to ~~and~~take ~~(c)~~actions ~~immediate~~to ~~termination~~wind ofup ~~Comerica’s~~the ~~forbearance~~affairs ~~under~~of the ~~Forbearance Agreement~~Registrant.

~~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~~debt and other trade creditors will receive no ~~payment~~payments, or nominal ~~payment~~payments, on their claims~~. After~~ 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~~of Registrant’s affairs is completed.

InRegistrant ~~light~~has determined that its shares of ~~the~~common ~~foregoing,~~stock ~~and~~have asno value. Registrant has previously ~~disclosed~~discouraged investors in the ~~Company~~Reports from trading in Registrant’s ~~Quarterly~~common ~~Reports~~stock. On onJune ~~Form~~26, ~~10-Q~~2012, ~~filed~~Registrant ~~November~~sent ~~14,~~a ~~2011~~letter ~~and~~to ~~February~~OTC ~~21,~~Markets ~~2012,~~Group ~~and~~(“OTCG”) ~~the~~(a) ~~Company~~terminating Registrant’s ~~Current~~agreement ~~Reports~~with onOTCG, ~~Form~~(b) ~~8-K~~requesting ~~dated~~that ~~April~~OTCG 5,place ~~2012~~a ~~and~~“Caveat ~~April~~Emptor” ~~20,~~designation ~~2012,~~on the Registrant’s ~~believes~~common stock and (c) requesting that ~~its~~OTCG ~~common~~take ~~shares~~steps ~~outstanding~~to ~~have~~cause nofurther ~~value~~trading ~~and~~through ~~strongly~~OTCG ~~discourages~~facilities ~~investors~~to cease, including taking action to prevent broker-dealers from trading inthe Registrant’s ~~common~~securities ~~stock~~on OTCG trading facilities.

As of the Effective Date, Registrant has closed its executive offices at 9320 Priority Way West Drive, Indianapolis, IN 46240. Communications with Registrant may be done in writing addressed to: Wind-Down Administrator, P.O. Box 40507, Indianapolis, IN 46240, or by calling and leaving a message at (317) 222-3035.

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: May 2, 2012	Arcadia Resources, Inc.
Dated: June 27, 2012	Arcadia Resources, Inc.
	By:	/s/ Matthew R. Middendorf
		Matthew R. Middendorf
	Its:	Chief Financial Officer, Treasurer and Secretary

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