CUSIP
No.
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039209101
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1)
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Name
of Reporting Persons.
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Vicis
Capital LLC
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2)
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
o
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(b)
o
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3)
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SEC
Use Only
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4)
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Citizenship
or Place of Organization
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Delaware
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Number
of
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5)
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Sole
voting power
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18,496,972
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Shares
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Beneficially
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6)
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Shared
voting power
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None
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Owned
by
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Each
Reporting
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7)
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Sole
dispositive power
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18,496,972
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Person
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With
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8)
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Shared
dispositive power
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None
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9)
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Aggregate
Amount Beneficially Owned by Each Reporting Person
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18,496,972
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10)
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
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(See
Instructions) o
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11)
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Percent
of Class Represented by Amount in Row (9)
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13.5%
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12)
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Type
of reporting person.
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IA
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Item
1(a)
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Name of
Issuer:
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Item1
(b)
|
Address of Issuer’s
Principal Executive
Offices:
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Item
2(a)
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Name of Person
Filing:
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Item
2(b)
|
Address of Principal
Business Office or, if none,
Residence:
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Item
2(c)
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Citizenship:
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Item
2(d)
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Title of Class of
Securities:
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Item
2(e)
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CUSIP
Number:
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(a)
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[
]
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Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
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(b)
|
[
]
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
|
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(c)
|
[
]
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
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(d)
|
[
]
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Investment
company registered under section 8 of the Investment Company Act (15
U.S.C. 80a-8).
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(e)
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[X]
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An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E).
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(f)
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[
]
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An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F).
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(g)
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[
]
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A
parent holding company or control plan, in accordance with
§240.13d-1(b)(1)(ii)(G). (Note: See Item
7).
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(h)
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[
]
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A
savings association as defined in section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813).
|
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(i)
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[
]
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A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C. 80a-3)
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(j)
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[
]
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A
non-U.S. institution in accordance with §
240.13d-1(b)(1)(ii)(J).
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(k)
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[
]
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Group,
in accordance with
§240.13d-1(b)(1)(ii)(J).
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(a)
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Amount Beneficially
Owned:
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All
18,496,972 shares reported on this Schedule are held directly by Vicis Capital
Master Fund, for which Vicis Capital LLC acts as investment
advisor. Vicis Capital LLC may be deemed to
beneficially own such 18,496,972 shares within the meaning of
Rule 13d-3 of the Securities Exchange Act of 1934, as amended, by
virtue of the voting and dispositive power over such shares granted by
Vicis Capital Master Fund to Vicis Capital LLC. The voting and dispositive power
granted to Vicis Capital LLC by Vicis Capital Master Fund may be
revoked at any time. Vicis Capital
LLC disclaims beneficial ownership of any shares reported on this
Schedule.
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(b)
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Percent of
Class:
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13.5%. Based
upon 136,817,000 shares
of the Issuer’s Common Stock outstanding at October 28, 2008, as reported
by Arcadia Resources, Inc. in its Quarterly Report on Form 10-Q for the
period ended September 30, 2008 filed on November 6,
2008.
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(c)
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Number of shares as to
which such person has:
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(i)
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Sole
power to vote or to direct the vote
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(ii)
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Shared
power to vote or to direct the vote
|
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None.
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(iii)
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Sole
power to dispose or to direct the disposition
of
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(iv)
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Shared
power to dispose or to direct the disposition
of
|
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None.
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