x
|
Rule
13d-1(b)
|
o
|
Rule
13d-1(c)
|
o
|
Rule
13d-1(d)
|
CUSIP
No.
|
039209101
|
||||
1)
|
Name
of Reporting Persons.
|
Vicis
Capital LLC
|
|||
2)
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
||||
(a)
o
|
|||||
(b)
o
|
|||||
3)
|
SEC
Use Only
|
||||
4)
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Citizenship
or Place of Organization
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Delaware
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Number
of
|
5)
|
Sole
voting power
|
28,604,760
|
||
Shares
|
|||||
Beneficially
|
6)
|
Shared
voting power
|
None
|
||
Owned
by
|
|||||
Each
Reporting
|
7)
|
Sole
dispositive power
|
28,604,760
|
||
Person
|
|||||
With
|
8)
|
Shared
dispositive power
|
None
|
||
9)
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
28,604,760
|
|||
10)
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
|
||||
(See
Instructions) o
|
|||||
11)
|
Percent
of Class Represented by Amount in Row (9)
|
16.1%
|
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12)
|
Type
of reporting person.
|
IA
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|||
Item
1(a)
|
Name of
Issuer:
Arcadia Resources, Inc.
|
Item
1(b)
|
Address of Issuer’s Principal Executive
Offices:
9229
Delegates Row, Suite 260
Indianapolis,
Indiana 46240
|
Item
2(a)
|
Name of Person
Filing:
Vicis
Capital LLC
|
Item
2(b)
|
Address of Principal Business Office
or, if none, Residence:
445
Park Avenue, 16th Floor
New
York, NY 10022
|
Item
2(c)
|
Citizenship:
Vicis Capital LLC is a Delaware limited liability
company
|
Item 2(d) | Title of Class of Securities:
Common
Stock, $0.001 par value per share
|
Item 2(e) | CUSIP Number:
039209101
|
Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
|
(a)
|
o
|
Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
|
|
(b)
|
o
|
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
|
|
(c)
|
o
|
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
|
|
(d)
|
o
|
Investment
company registered under section 8 of the Investment Company Act (15
U.S.C. 80a-8).
|
|
(e)
|
x
|
An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E).
|
|
(f)
|
o
|
An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F).
|
|
(g)
|
o
|
A
parent holding company or control plan, in accordance with
§240.13d-1(b)(1)(ii)(G). (Note: See Item
7).
|
|
(h)
|
o
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A
savings association as defined in section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813).
|
|
(i)
|
o
|
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)
|
|
(j)
|
o
|
A
non-U.S. institution in accordance with §
240.13d-1(b)(1)(ii)(J).
|
|
(k)
|
o
|
Group,
in accordance with
§240.13d-1(b)(1)(ii)(J).
|
Item 4. | Ownership. |
(a)
|
Amount Beneficially
Owned:
|
|
All
28,604,760 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 28,604,760 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.
|
(b)
|
Percent of
Class:
|
|
16.1%. Based
upon 177,775,000 shares
of the Issuer’s Common Stock outstanding at February 4, 2010, as reported
by Arcadia Resources, Inc. in its Quarterly Report on Form 10-Q for the
period ended December 31, 2009 filed on February 5,
2010.
|
(c)
|
Number of shares as to
which such person has:
|
(i)
|
Sole
power to vote or to direct the vote
28,604,760 shares.
|
|
(ii) |
Shared
power to vote or to direct the vote
None.
|
|
(iii) |
Sole
power to dispose or to direct the disposition of
28,604,760 shares.
|
|
(iv) |
Shared
power to dispose or to direct the disposition of
None.
|
Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: o | |
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Vicis Capital Master Fund, a client of Vicis Capital LLC, a registered investment adviser, owns all the shares included on this Schedule and has the right to receive or the power to direct the receipt of dividends and proceeds from the sale of all the shares included on this Schedule. | |
Item 7. |
Identification and
Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company or Control
Person.
Not applicable.
|
Item 8. |
Identification and
Classification of Members of the Group.
Not applicable.
|
Item 9. |
Notice of Dissolution of
Group.
Not applicable.
|
Item 10. | Certification. |
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or
effect.
|
VICIS CAPITAL LLC | |||
|
By:
|
/s/ Andrew Comito | |
Name: Andrew Comito | |||
Title: Compliance Officer* | |||