UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-3

REGISTRATION STATEMENT
Under the Securities Act of 1933

 

ARCADIA RESOURCES, INC.

Nevada		8082		88-0331369
(State or Other Jurisdiction of		(Primary Standard Industrial		(I.R.S. Employer
Incorporation or Organization)		Classification Code Number)		Identification Number)

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þ

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. o

CALCULATION OF REGISTRATION FEE

Title of Class of

Proposed

Proposed

Securities to be

Amount to be

Maximum Offering

Maximum Aggregate

Amount of

Registered

Registered(1)

Price per Unit (2)

Offering Price (2)

Registration Fee

Primary Offering

Common Stock, $0.001 Par Value

20,000,000

$2.14

$42,800,000

$1,313.96

 

 

Subject To Completion, Dated March 22, 2007

PROSPECTUS

20,000,000 Shares of Common Stock

This prospectus relates to the public offering of up to 20,000,000 shares of Arcadia Resources, Inc. (the “Company”) Common Stock, $0.001 par value, (“Common Stock”). The Company will not receive any of the proceeds from sales of the shares of Common Stock by the selling security holders.

The selling security holders include Marvin Richardson, Chief Operating Officer of the Company and CEO of PrairieStone Pharmacy, LLC, a wholly-owned subsidiary of the Company, and John Brady, President of PrairieStone Pharmacy, LLC.

Our Common Stock is listed on the American Stock Exchange (“AMEX”) under the trading symbol “KAD.” The last reported sale price of our Common Stock on March 20, 2007 was $2.16 per share.

Please read this prospectus carefully before you invest. Investing in Arcadia Resources, Inc. Common Stock involves risks. See Risk Factors beginning on page 4.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

No dealer, salesperson or other person has been authorized to give any information or to make any representations other than those contained in this prospectus, and if given or made, such information or representations must not be relied upon as having been authorized by us, the selling security holders or any underwriter. You should rely only on the information contained in this prospectus. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any security other than the Common Stock offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any security by any person in any jurisdiction in which such offer or solicitation would be unlawful. Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, imply that the information in this prospectus is correct as of any time subsequent to the date of this prospectus.

The date of this prospectus is March                     , 2007.

TABLE OF CONTENTS

About This Prospectus			1
Where You Can Find More Information			1
Incorporation of Certain Documents by Reference			2
Summary			3
The Offering			3
Forward-Looking Information			4
Risk Factors			4
Use of Proceeds			13
Description of Capital Stock			13
Dilution			16
Selling Security Holders			16
Plan of Distribution			18
Legal Matters			20
Experts			20
Information Not Required in Prospectus		II-1
Signatures		II-4
Power of Attorney		II-4
Exhibit Index		II-5
Opinion Regarding Legality
Consent of BDO Seidman, LLP
Consent of Carver Moquist & O'Conner, LLC

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (“SEC”), pursuant to which the selling security holders may from time to time offer and sell up to 20,000,000 shares of our common stock described in this prospectus, in one or more offerings. This prospectus provides you with a general description of the shares that the selling security holders may offer hereunder. The shares may be sold by the selling security holders to or through underwriters or dealers or through agents designated from time to time or directly to purchasers. You should read both this prospectus and any prospectus supplement, together with additional information described below under the caption “Where You Can Find More Information.”

You should rely only on the information contained in this prospectus. We have not, and the selling security holders have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the selling security holders are not, making an offer to sell or seeking an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and the documents incorporated by reference in this prospectus are accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.

We make no representation to any purchaser of the common stock registered hereby regarding the legality of an investment in the common stock by such purchaser under any legal investment or similar laws or regulations. You should not consider any information in this prospectus to be legal, business or tax advice, and you should consult your own legal, business and tax advisors for advice regarding an investment in the common stock offered hereby.

When used in this prospectus, the terms “Arcadia,” “we”, “our”, and “us” refer to Arcadia Resources, Inc., a Nevada corporation, and its consolidated subsidiaries, unless otherwise specified or the context otherwise requires.

WHERE YOU CAN FIND MORE INFORMATION

Our SEC filings are available to the public over the SEC’s website at www.sec.gov. You may also read and copy any document we file at the SEC’s public reference room at 100 F. Street, N.E., Washington, D.C. 20549. Please call the SEC at (800) SEC-0330 for further information on the operating rules, copy charges and procedures for the public reference room.

We have filed with the SEC a registration statement on Form S-3 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the securities offered hereby. This prospectus does not contain all of the information contained in the Registration Statement. Copies of the Registration Statement and the exhibits thereto are on file at the offices of the SEC and may be obtained upon payment of a prescribed fee or may be examined without charge at the SEC’s public reference facility in Washington D.C. or copied without charge from its website.

Our SEC filings are available to the public at no cost over the Internet at www.ArcadiaResourcesInc.com, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K and any amendments to those reports. Information on our website is not incorporated by reference in this prospectus. Access to those electronic filings is available as soon as practical after filing with the SEC. You may also request a copy of those filings, excluding exhibits, at no cost by writing or telephoning our principal executive office, which is:

Arcadia Resources, Inc.
26777 Central Park Blvd., Suite 200
Southfield, Michigan 48076
Attention: Corporate Secretary
(248) 352-7530

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, which we have filed with the SEC pursuant to the Exchange Act, are incorporated into this prospectus by reference:

(a) our Annual Report on Form 10-K for the fiscal year ended March 31, 2006, filed with the Commission on June 29, 2006;

(b) our Quarterly Report on Form 10-Q for the fiscal quarters ended June 30, 2006, September 30, 2006 and December 31, 2006, filed with the Commission on August 10, 2006, November 14, 2006 and February 14, 2007, respectively;

(c) our Current Reports on Form 8-K filed with the Commission on June 19, 2006, June 28, 2006, June 29, 2006, July 6, 2006, July 18, 2006, July 21, 2006, August 10, 2006, August 18, 2006, October 2, 2006, November 15, 2006, December 6, 2006, December 21, 2006, January 4, 2007, January 12, 2007, January 16, 2007, January 29, 2007, January 30, 2007, February 1, 2007, February 5, 2007, February 15, 2007, February 23, 2007, March 6, 2007, and March 20, 2007;

(d) our Proxy Statement on Schedule 14A for the Annual and Special Meeting of Shareholders to be held on September 26, 2006, filed on August 28, 2006;

(e) the description of our common stock contained in our Form 8-A filed with the SEC on June 30, 2006, including any amendment or report filed for the purpose of updating that description.

Notwithstanding the foregoing, information that we elect to furnish, but not file, or have furnished, but not filed, with the Commission in accordance with Commission rules and regulations is not incorporated into this Registration Statement and does not constitute a part hereof.

All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any information that we elect to furnish, but not file, or furnish, but do not file, with the Commission in accordance with Commission rules and regulations) subsequent to the date of this filing and prior to the termination of this offering shall be deemed to be incorporated in this prospectus and to be a part hereof from the date of the filing of such document. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for all purposes to the extent that a statement contained in this prospectus, or in any other subsequently filed document which is also incorporated or deemed to be incorporated by reference, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

Upon written or oral request, we will provide, at no cost, to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the information that has been incorporated by reference in the prospectus but not delivered with the prospectus. Inquiries should be directed to:

Arcadia Resources, Inc.
26777 Central Park Blvd., Suite 200
Southfield, Michigan 48076
Attention: Corporate Secretary
(248) 352-7530

SUMMARY

This summary highlights some information contained elsewhere or incorporated by reference in this prospectus. Because it is a summary, it does not contain all of the information that you should consider before investing in our common stock. You should read the entire prospectus carefully, including the section entitled “Risk Factors” and the documents incorporated by reference including our financial statements and related notes contained therein, before investing in our Common Stock.

Our Company

We are a national provider of staffing (medical and non-medical) and home care services (skilled and personal care/support) operating in 26 states through affiliated and Company-owned offices. These businesses, conducted by our Arcadia Services, Inc. subsidiary, provide staffing by both medically-trained personnel and non-medical personnel. The Company’s medical staffing service includes registered nurses, travel nurses, licensed practical nurses, certified nursing assistants, respiratory therapists and medical assistants. The non—medical staffing service includes light industrial, clerical, and technical personnel. The home care services include personal care aides, home care aides, homemakers, companions, physical therapists, occupational therapists, speech pathologists and medical social workers. The Company provides staffing to institutions and facilities as well as providing staffing and other services and products to patients directly in the home. These services are contractually agreed upon with institutional and facilities clients and billed directly to the respective entity or other payor sources as determined and verified prior to the provision of the services.

We have various products-based businesses including durable medical equipment businesses operating in 11 states through 32 locations as of December 31, 2006, providing oxygen and other respiratory therapy services and home medical equipment that operate under the names of the acquired businesses and will ultimately operate as Arcadia HOME (home oxygen medical equipment). We operate a mail-order pharmacy business located in Kentucky, Arcadia Rx, which serves the patients of all of the Company’s businesses and its own independent patient base. We operate a mail-order home healthcare products catalog and have retail sites within certain mass retailer stores. We recently began operating non-emergency health clinics within certain retail host sites in Michigan, Indiana and Nevada through our subsidiary, Care Clinic, Inc.

Our principal executive offices are located at 26777 Central Park Blvd., Suite 200, Southfield, Michigan 48076. Our telephone number at that location is (248) 352-7530. We maintain a web site at www.ArcadiaResourcesInc.com. The information contained on or accessible through our web site is not part of this prospectus. Our fiscal year ends March 31.

THE OFFERING

Common stock to be offered by the selling security holders		Up to 20,000,000 shares of Common Stock
Risk Factors		See “Risk Factors” section for a discussion of factors you should carefully consider before deciding to purchase the shares of common stock offered under this prospectus.
Use of proceeds		We will not receive any proceeds from the sale by the selling security holders of the shares covered by this prospectus.
American Stock Exchange (AMEX) symbol		KAD

Our Common Stock is quoted on the American Stock Exchange under the symbol “KAD.” The last reported sale price of our Common Stock on March 20, 2007 was $2.16 per share.

FORWARD-LOOKING INFORMATION

We caution you that certain statements contained in this prospectus (including our documents incorporated herein by reference), or which are otherwise made by us or on our behalf, are forward-looking statements. Also, documents which we subsequently file with the SEC and are incorporated herein by reference will contain forward-looking statements. Forward-looking statements include statements that are predictive in nature and depend upon or refer to future events or conditions. Forward-looking statements include words such as “believe,” “plan,” “anticipate,” “estimate,” “expect,” “intend,” “seek” or similar expressions. In addition, any statements concerning future financial performance, ongoing business strategies or prospects, and possible future actions, which may be provided by our management, are also forward-looking statements. In particular, the risk factors included or incorporated by reference in this prospectus describe forward-looking information. The risk factors are not all inclusive, particularly with respect to possible future events. Other parts of, or documents incorporated by reference into, this prospectus may also describe forward-looking information. Forward-looking statements are based on current expectations and projections about future events. Forward-looking statements are subject to risks, uncertainties, and assumptions about our Company. Forward-looking statements are also based on economic and market factors and the industry in which we do business, among other things. These statements are not guaranties of future performance. All forward-looking statements contained in this prospectus are made only as of the date hereof. We are under no obligation—and we expressly disclaim any such obligation—to update or alter our forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements.

Actual events and results may differ materially from those expressed or forecasted in forward-looking statements due to a number of factors. Important factors that could cause actual results to differ materially include, but are not limited to (1) our ability to compete with our competitors; (2) our ability to obtain additional financing; (3) the ability of our affiliates to effectively market and sell our services and products; (4) our ability to procure product inventory for resale; (5) our ability to recruit and retain temporary workers for placement with our customers; (6) the timely collection of our accounts receivable; (7) our ability to attract and retain key management employees; (8) our ability to timely develop new services and products and enhance existing services and products; (9) our ability to execute and implement our growth strategy; (10) the impact of governmental regulations; (11) marketing risks; (12) our ability maintain listing on a national securities exchange; (13) our ability to adapt to economic, political and regulatory conditions affecting the healthcare industry; and (14) other unforeseen events that may impact our business. These factors are not intended to be exhaustive. Reference should also be made to the factors set forth from time to time in our SEC reports, including but not limited to those set forth in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended March 31, 2006. All forward-looking statements in this report are made as of the date hereof, based on information available to us as of the date hereof, and we assume no obligation to update or revise any of these forward-looking statements even if experience or future changes show that the indicated results or events will not be realized.

RISK FACTORS

We recently became a public company and have a limited operating history as a public company upon which you can base an investment decision.

The shares of our Common Stock were quoted on the OTC Bulletin Board from August 2, 2002 through June 30, 2006 and began trading on the American Stock Exchange on July 3, 2006. We have a limited operating history as a public company upon which you can make an investment decision, or upon which we can accurately forecast future sales. You should, therefore, consider us subject to all of the business risks associated with a new business. The likelihood of our success must be considered in light of the expenses, difficulties and delays frequently encountered in connection with the formation and initial operations of a new and unproven business.

To finance the acquisition of Arcadia Services and our subsequent acquisitions, the Company incurred significant debt which must be repaid. Our debt level could adversely affect our financial health and affect our ability to run our business, as well as your investment in our Company.

We acquired Arcadia Services and Arcadia Rx on May 10, 2004. We incurred substantial debt to finance the acquisition of Arcadia Services and our subsequent acquisitions. This debt has been reduced periodically through capital infusions. As of December 31, 2006, the current portion of our debt, including capital lease obligations, totals approximately $7.0 million, while the long-term portion of our debt totals approximately $40.9 million, for a total of approximately $47.9 million. This level of debt could have consequences to you as a holder of shares. Below are some of the material potential consequences resulting from this amount of debt:

o

We may be unable to obtain additional financing for working capital, capital expenditures, acquisitions and general corporate purposes.

	o		Our ability to adapt to changing market conditions may be hampered. We may be more vulnerable in a volatile market and at a competitive disadvantage to our competitors that have less debt.
	o		Our operating flexibility is more limited due to financial and other restrictive covenants, including restrictions on incurring additional debt, creating liens on our properties, making acquisitions and paying dividends.
	o		We are subject to the risks that interest rates and our interest expense will increase.
	o		Our ability to plan for, or react to, changes in our business is more limited.

Under certain circumstances, we may be able to incur additional indebtedness in the future. If we add new debt, the related risks that we now face could intensify. In order to repay our debt obligations timely and as discussed below, we must maintain adequate cash flow from operations or raise additional capital from equity investment. Cash which we must use to repay these obligations will reduce cash available for purposes, such as payment of operating expenses, investment in new products and services offered by the Company, self-financing of acquisitions to grow the Company’s business, or distribution to our shareholders as a return on investment.

Due to our debt level, we may not be able to increase the amount we can draw on our revolving credit facility with Comerica Bank, or to obtain credit from other sources, to fund our future needs for working capital or acquisitions.

There is always the risk that Comerica Bank or other sources of credit may decline to increase the amount we are permitted to draw on the revolving credit facility or to lend additional funds for working capital or acquisition purposes. This development could result in various consequences to the Company, ranging from implementation of cost reductions which could impact our product and service offerings, to the modification or abandonment of our present business strategy.

On May 7, 2004, Arcadia Services and three of its wholly-owned subsidiaries entered into a credit agreement with Comerica Bank. The credit agreement, as amended, provides the borrowers with a revolving credit facility of up to $19 million. The initial advance on May 7, 2004 was $11 million, which was immediately distributed to RKDA, Inc. to fund a portion of the purchase price RKDA paid to acquire the capital stock of Arcadia Services (we acquired RKDA on May 10, 2004 in a merger transaction). All other advances under the credit facility shall be used primarily for working capital or acquisition purposes. The revolving credit facility bears interest at the prime rate, effectively 8.25% at December 31, 2006. The credit agreement provides that advances to the Company will not exceed the lesser of the revolving credit commitment amount or the aggregate principal amount of indebtedness permitted under the advance formula amount at any one time. The advance formula base is 85% of the eligible accounts receivable, plus the lesser of 85% of eligible unbilled accounts. The maturity date is October 1, 2008. Amounts outstanding under this agreement totaled $17.7 million at December 31, 2006.

RKDA granted Comerica Bank a first priority security interest in all of the issued and outstanding capital stock of Arcadia Services. Arcadia Services granted Comerica Bank a first priority security interest in all of its assets. The subsidiaries of Arcadia Services granted the bank security interests in all of their assets. RKDA is restricted from paying dividends to Arcadia Resources, Inc. RKDA executed a guaranty to Comerica Bank for all indebtedness of Arcadia Services and its subsidiaries. Advances under the credit facility bear interest at the prime-based rate (as defined) or the Eurodollar based rate (as defined), at the election of borrowers. Arcadia Services agreed to various financial covenant ratios, to have any person who acquires Arcadia Services’ capital stock to pledge such stock to Comerica Bank, and to customary negative covenants.

On February 18, 2005, Trinity Healthcare of Winston-Salem, Inc. (“Trinity Healthcare”), a wholly-owned subsidiary, entered into a separate credit agreement with Comerica Bank which provides Trinity Healthcare with a revolving credit facility of up to $2.5 million payable upon demand of Comerica Bank, bearing interest at prime plus 0.50%, effectively 8.75% at December 31, 2006. The credit agreement provides that advances to Trinity Healthcare will not exceed the lesser of the revolving credit commitment amount or the aggregate principal amount of indebtedness permitted under the advance formula amount at any one time. The advance formula base is 80% of the eligible accounts receivable, subject to Comerica Bank’s adjustment to account for dilution of accounts receivable caused by customer credits, returns, setoffs, etc., plus 30% of eligible inventory. If an event of default occurs, Comerica Bank may, at its option, accelerate the maturity of the debt and exercise its right to foreclose on the issued and outstanding capital stock of Trinity Healthcare and on all of the assets of Trinity Healthcare and its subsidiaries. Any such default and resulting foreclosure would have a material adverse effect on our financial condition. There was $2.5 million outstanding under this agreement at December 31, 2006. Trinity Healthcare repaid $500,000 in January 2007.

On May 31, 2005, the Company purchased the membership interests in Rite at Home, LLC, which had an outstanding line of credit agreement with Fifth Third Bank. The Company obtained a new line of credit of up to $750,000, which matures on June 1, 2007. The Company used $436,000 to repay the assumed line of credit and $300,000 was used to fund the acquisition. The outstanding balance under this agreement totaled $518,000 bearing interest at prime plus 0.50%, effectively 8.75%, at December 31, 2006.

On June 29, 2006, the Company executed a promissory note with Jana Master Fund, Ltd. (“Jana”) for the principal sum of $15 million, payable in full on December 26, 2007. On November 30, 2006, the Company amended and restated the promissory note with Jana in order to increase the principal amount from $15 million to $21 million and extend the maturity date to January 31, 2008. The note bears simple interest at the annual rate equal to the One Year Libor Rate plus seven and one half percent (7.5%) from the date of the note, payable quarterly starting December 31, 2006 until the entire principal balance due has been paid in full. On the first day of each of the 5 months starting February 1, 2007, the interest rate increases 1.0% up to a maximum of 5.0% until repayment in full, making the maximum rate on the promissory note one year LIBOR rate plus 12.5%.As of December 31, 2006, the outstanding balance totaled $21 million. In January 2007, the Company repaid $4 million to Jana with proceeds from the sale of equity in late December 2006.

The Company has agreed to various covenants with Jana, the most stringent of which includes a restriction on bonuses to senior executive officers unless the Company’s earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the fiscal year ending March 30, 2007 is greater than $11 million; a restriction on sale/lease back transactions to an aggregate $5 million; a restriction on new senior or pari passu to the debt under the note, if such debt together with such existing debt of the Company and its subsidiaries would exceed $25 million or new debt junior to the debt under the note in an aggregate amount which exceeds $25 million, other than to the extent such junior debt is issued to finance acquisitions in the ordinary course of the Company or its subsidiaries’ business, without Jana’s consent; and a covenant that the Company and its subsidiaries will use 50% of the net cash proceeds from any sale of equity securities in a public or private placement capital raise offering to repay the debt under the note. These conditions may be waived at Jana’s option.

Our PrairieStone Pharmacy, LLC (“PrairieStone”) subsidiary is party to an Amended and Restated Line of Credit with AmerisourceBergen Drug Corporation which, as of February 16, 2007, the date we acquired PrairieStone, had an initial principal balance of $750,000 dollars and is secured by an all assets security interest in the assets of PrairieStone and Company subsidiaries Wellscripts, LLC and SSAC, LLC. The Amended and Restated Line of credit is guaranteed by the Company. Advances under the Amended and Restated Line of Credit will be subject to, among other things, there being a sufficient level of collateral and PrairieStone achieving certain levels of EBITDA.

The terms of our Credit Agreements with Comerica Bank subject us to the risk of foreclosure on certain property.

RKDA granted Comerica Bank a first priority security interest in all of the issued and outstanding capital stock of Arcadia Services. Arcadia Services and its subsidiaries granted the bank security interests in all of their assets. The credit agreement provides that the debt will mature on October 1, 2008. If an event of default occurs, Comerica Bank may, at its option, accelerate the maturity of the debt and exercise its right to foreclose on the issued and outstanding capital stock of Arcadia Services and on all of the assets of Arcadia Services and its subsidiaries. Any such default and resulting foreclosure would have a material adverse effect on our financial condition.

SSAC, LLC, the sole-shareholder of Trinity Healthcare, granted Comerica Bank a first priority security interest in all of the issued and outstanding capital stock of Trinity Healthcare. Trinity Healthcare granted the bank a security interest in all of its assets. The master revolving demand note provides that the debt will mature and is payable upon the demand of Comerica Bank. If an event of default occurs, Comerica Bank may, at its option, accelerate the maturity of the debt and exercise its right to foreclose on the issued and outstanding capital stock of and on all of the assets of Trinity Healthcare. Any such default and resulting foreclosure would have a material adverse effect on our financial condition.

The Company has completed many acquisitions over the past two years. The licensure and credentialing process under the new ownership must be satisfied timely in order to bill and collect for services rendered to beneficiaries of government-based health care programs and other insurance carriers. Cash flow related to these transitions can be impaired sufficient to require additional external financing in the form of debt or equity.

The Company has made several recent acquisitions of durable medical and respiratory equipment businesses, the transitional credentialing of which has taken longer than expected, which has slowed the billing and collections process, resulting in a negative impact to the timing of cash in flows from the respective entities. Management has recently brought additional resources to these efforts and the Company’s experience in these matters has ultimately resulted in the ability to bill and collect for the transitional

period in question. In order to subsidize this timing shortfall, the Company is currently seeking additional debt financing for the Products Division (durable medical and respiratory equipment and pharmacy entities) that would collateralize the respective accounts receivable and possibly the related inventories. In the event additional debt financing is not obtained timely, the Company may not be able to meet some of its current obligations timely.

In order to repay our short term debt obligations, as well as to pursue our strategy of growth through acquisitions, we intend to seek equity financing, which could result in dilution to our security holders.

The Company may continue to raise additional financing through the equity markets. Further, because of our potential capital requirements needed to pursue our business plan of growth through limited acquisitions, we may access the public or private equity markets whenever conditions appear to us to be favorable, even if we do not have an immediate need for additional capital at that time. The Company also plans to expand into walk-in medical clinics, as well as to continue to expand product and service offerings in its existing sites. Cash flow from operations is not expected to fund these efforts, and the scope of these plans may be determined by the Company’s ability to generate cash flow or to secure additional new funding. To the extent we access the equity markets, the price at which we sell shares may be lower than the current market prices for our Common Stock. If we obtain financing through the sale of additional equity or convertible debt securities, this could result in dilution to our security holders by increasing the number of shares of outstanding stock. We cannot predict the effect this dilution may have on the price of our Common Stock.

To be able to implement our business plan as currently projected for the retail clinic operations, the Company must raise additional funding which could result in dilution to our security holders or to our holdings in the subsidiaries that hold the clinic operations.

The Company plans to open 22 additional clinics for operation within the next six months in addition to the 12 clinics currently in operation. This effort is expected to require $160,000 per site in capital for building, supplying and operating the clinics prior to cash flow breakeven. In the event sufficient capital is not obtained to carry out this plan, the Company will modify its schedule of clinic openings accordingly to accommodate its funding ability.

To the extent we do not successfully raise funds from the equity markets to satisfy short term debt obligations or to finance new acquisitions, we would need to seek debt financing or modify or abandon our growth strategy or product and service offerings.

To the extent that we do not successfully raise funds from the equity markets to satisfy short term debt obligations or to finance new acquisitions, we will need to seek debt financing. In this event, we may need to modify or abandon our strategy to grow through acquisition or may need to eliminate certain product or service offerings, because debt financing is generally at a higher cost than financing through equity investment. Higher financing costs, modification or abandonment of our growth strategy, or the elimination of product or service offerings could negatively impact our profitability and financial position, which in turn could negatively impact the price of our Common Stock and your investment in our Company. Given the Company’s net proceeds from financing activities during the year ended March 31, 2006 and the three quarters ended December 31, 2006, the changes in the Company’s operational and financial position that have occurred during this period, and assuming no material decline in our revenues, management does not presently anticipate that the Company will be unsuccessful in its efforts to raise funds from the equity markets, although there is no guarantee that the Company will in fact successfully raise such funds from equity.

Because the Company is dependent on key management and advisors, the loss of the services or advice of any of these persons could have a material adverse effect on our business and prospects.

The success of the Company is dependent on its ability to attract and retain qualified and experienced management and personnel. We do not presently maintain key person life insurance for any of our personnel. There can be no assurance that the Company will be able to attract and retain key personnel in the future, and the Company’s inability to do so could have a material adverse effect on us. On January 31, 2007, the Company named Lynn Fetterman as Interim Chief Financial Officer. The Company has not yet determined a permanent replacement for the recently departed Chief Financial Officer. There is no guarantee that Mr. Fetterman will remain with the Company in the long-term or that the Company will find a permanent Chief Financial Officer with the appropriate background and skill set in the short-term.

A decline in the rate of growth of the staffing and home care industries, or negative growth, could adversely affect us by reducing sales, thereby resulting in less cash being available for the payment of operating expenses, debt obligations and to pursue our strategic plans.

We believe the staffing industry, including both medical and non-medical staffing, is a large and growing market. The growth in medical staffing is being driven by the shrinkage in the number of healthcare professionals at the same time as the demand for their services is increasing. Healthcare providers are increasingly using temporary staffing to manage fluctuations in demand for their services. Growth in non-medical staffing is driven by companies seeking to control personnel costs by increasingly using temporary employees to meet fluctuating personnel needs. Our business strategy is premised on the continued and consistent growth of the staffing and home care industries. A decline in the rate of growth of the staffing and home care industries, or negative growth, could adversely affect us by reducing sales, resulting in lower cash collections. Even if we were to pursue cost reductions in this event, there is a risk that less cash would be available to us to pay operating expenses, in which case we may have to contract our existing businesses by abandoning selected product or service offerings or geographic markets served, as well as to modify or abandon our present business strategy. We could have less cash available to pay our short and long-term debt obligations as they become due, in which event we could default on our obligations. Even if none of these events occurred following a negative change in the growth of the staffing and home care industries, the market for our shares of Common Stock could react negatively to a decline in growth or negative growth of these industries, potentially resulting in the diminished value of our Company’s Common Stock and your investment in the Company.

Sales of certain of our services and products are largely dependent upon payments from governmental programs and private insurance, and cost containment initiatives may reduce our revenues, thereby harming our performance.

We have a number of contractual arrangements with governmental programs and private insurers, although no individual arrangement accounted for more than 10% of our net revenues for the fiscal years ended March 31, 2006, 2005 or 2004. Nevertheless, sales of certain of our services and products are largely dependent upon payments from governmental programs and private insurance, and cost containment initiatives may reduce our revenues, thereby harming our performance. Certain of our competitors may have or may obtain significantly greater financial and marketing resources than us. In addition, relatively few barriers to entry exist in local healthcare markets. As a result, we would encounter increased competition in the future that may increase pricing pressure and limit our ability to maintain or increase our market share for our durable medical equipment, mail order pharmacy and related businesses.

In the U.S., healthcare providers and consumers who purchase durable medical equipment, prescription drug products and related products generally rely on third party payers to reimburse all or part of the cost of the healthcare product. Such third party payers include Medicare, Medicaid and other health insurance and managed care plans. Reimbursement by third party payers may depend on a number of factors, including the payer’s determination that the use of our products is clinically useful and cost-effective, medically necessary and not experimental or investigational. Also, third party payers are increasingly challenging the prices charged for medical products and services. Since reimbursement approval is required from each payer individually, seeking such approvals can be a time consuming and costly process. In the future, this could require us to provide supporting scientific, clinical and cost-effectiveness data for the use of our products to each payer separately. Significant uncertainty exists as to the reimbursement status of newly approved healthcare products. Third party payers are increasingly attempting to contain the costs of healthcare products and services by limiting both coverage and the level of reimbursement for new and existing products and services. There can be no assurance that third party reimbursement coverage will be available or adequate for any products or services that we develop.

We could be subject to severe fines and possible exclusion from participation in federal and state healthcare programs if we fail to comply with the laws and regulations applicable to our business or if those laws and regulations change.

Certain of the healthcare-related products and services offered by the Company are subject to stringent laws and regulations at both the federal and state levels, requiring compliance with burdensome and complex billing, substantiation and record-keeping requirements. Financial relationships between our Company and physicians and other referral sources are subject to governmental regulation. Government officials and the public will continue to debate healthcare reform and regulation. Changes in healthcare law, new interpretations of existing laws, or changes in payment methodology may have a material impact on our business and results of operations.

The markets in which the Company operates are highly competitive and the Company may be unable to compete successfully against competitors with greater resources.

The Company competes in markets that are constantly changing, intensely competitive (given low barriers to entry), highly fragmented and subject to dynamic economic conditions. Increased competition is likely to result in price reductions, reduced gross margins, loss of customers, and loss of market share, any of which could harm our net revenue and results of operations. Many of the Company’s competitors and potential competitors relative to the Company’s products and services in the areas of durable medical equipment, and oxygen and respiratory services, have more capital, substantial marketing, and technical resources and expertise in specialized financial services than does the Company. These competitors include: on-line marketers, national wholesalers, and national and regional distributors. Further, the Company may face a significant competitive challenge from alliances entered into

between and among its competitors, major HMOs or chain drugstores, as well as from larger competitors created through industry consolidation. These potential competitors may be able to respond more quickly than the Company to emerging market changes or changes in customer needs.

We may not be able to successfully integrate acquired businesses, which could result in our failure to increase revenues or to avoid duplication of costs among acquired businesses, thereby adversely affecting our financial results and profitability.

The successful integration of an acquired business is dependent on various factors including the size of the acquired business, the assets and liabilities of the acquired business, the complexity of system conversions, the scheduling of multiple acquisitions in a given geographic area and management’s execution of the integration plan. Our business plan is premised on increasing our revenues by leveraging the strengths of our staffing and home care network to cross sell our other products and services. Our business plan is also premised on avoiding duplication of cost among our existing and acquired businesses where possible. If we fail to successfully integrate in these key areas, our Company’s financial results and profitability will be adversely affected, due to the failure to capitalize on the economies of scale presented by spreading our cost structure over a wider revenue base.

The failure to implement the Company’s business strategy may result in our inability to be profitable and adversely impact your investment in our Company.

We anticipate that the Company will continue to pursue an aggressive internal growth strategy, which will depend, in large part, upon our ability to develop and expand the Company’s businesses. We anticipate considering growth by acquisition of existing businesses, depending on the Company’s ability to raise sufficient capital or debt financing to complete any acquisitions. Acquisitions involve a number of risks, including the diversion of management’s attention, issues related to the assimilation of the operations and personnel of the acquired businesses, and potential adverse effects on operating results, unforeseen liabilities and increased administrative expenses. We believe that the failure to implement an aggressive growth strategy, as well as a failure to successfully integrate acquired businesses, may result in our inability to be profitable, because our business plan is premised on, among other things, capitalizing on the economies of scale presented by spreading our cost structure over a wider revenue base. Our inability to achieve profitability could adversely impact your investment in our Company.

We cannot predict the impact that the registration of the shares may have on the price of the Company’s shares of Common Stock and the value of your investment in our Company.

We cannot predict the effect, if any, that sales of, or the availability for sale of, shares of our Common Stock by the selling security holders pursuant to this or any other prospectus or otherwise will have on the market price of our securities prevailing from time to time. The possibility that substantial amounts of our Common Stock might enter the public market could adversely affect the prevailing market price of our Common Stock and could impair our ability fund acquisitions or to raise capital in the future through the sales of securities. Sales of substantial amounts of our securities, including shares issued upon the exercise of options or warrants, or the perception that such sales could occur, could adversely effect prevailing market prices for our securities.

Ownership of our stock is concentrated in a small group of security holders who may exercise substantial control over our actions to the detriment of our other security holders.

There are five shareholders of the Company, after elimination of duplication due to attribution resulting from application of the beneficial ownership provisions of the Securities Exchange Act of 1934, as amended, including John E. Elliott II and Lawrence R. Kuhnert, who are beneficial owners of 5% or more of the Company’s shares of Common Stock outstanding as of December 31, 2006. These shareholders collectively own 63% of our shares of Common Stock outstanding as of December 31, 2006. This concentrated ownership of our Common Stock gives a few security holders the ability to control our Company and the direction of our business as to matters requiring shareholder approval, such as mergers, certain acquisitions, asset sales and other significant corporation transactions. This concentrated ownership may prevent other shareholders from influencing the election of directors and other significant corporate decisions, to the extent that these five shareholders vote their shares of Common Stock together.

The price of our Common Stock has been, and will likely continue to be, volatile, which could diminish your ability to recoup your investment, or to earn a return on your investment, in our Company.

The market price of our Common Stock, like that of the securities of many other companies with limited operating history and public float, has fluctuated over a wide range and it is likely that the price of our Common Stock will fluctuate in the future. From August 2, 2002 through the period ended December 31, 2006, the closing price of our Common Stock, as quoted by the OTC Bulletin Board, has

fluctuated from a low of $0.10 during the six months ended March 31, 2003 to a high of $4.20 during the nine months transitional period ended September 30, 2002. During the year ended March 31, 2005, which period includes the May 10, 2004 effective date of the RKDA Merger, the closing price of our Common Stock, as quoted by the OTC Bulletin Board, has fluctuated from a low of $0.39 to a high of $2.00. During the year ended March 31, 2006, the closing price of our Common Stock, as quoted by the OTC Bulletin Board, has fluctuated from a low of $1.74 to a high of $3.53. On March 20, 2007, the average of the high and low sales prices of our Common Stock was $2.16 per share as reported on the American Stock Exchange (AMEX). The Company’s Common Stock commenced trading on the AMEX on July 3, 2006. Slow demand for our Common Stock has resulted in limited liquidity, and you may find it difficult to dispose of the Company’s securities. Due to the volatility of the price our Common Stock, you may be unable to resell your shares of our Common Stock at or above the price you paid for them, thereby exposing you to the risk that you may not recoup your investment in our Company or earn a return on your investment. In the past, securities class action litigation has been brought against companies following periods of volatility in the market price of their securities. If we are the target of similar litigation in the future, our Company would be exposed to incurring significant litigation costs. This would also divert management’s attention and resources, all of which could substantially harm our business and results of operations.

Your resale of any securities you acquire may be limited and affected by state blue-sky laws, which could adversely affect the price of our securities and your investment in our Company.

Under the securities laws of some states, shares of common stock and warrants can be sold in such states only through registered or licensed brokers or dealers. In addition, in some states, warrants and shares of common stock may not be sold unless these shares have been registered or qualified for sale in the state or an exemption from registration or qualification is available and is complied with. The requirement of a seller to comply with the requirements of state blue sky laws may lead to delay or inability of a holder of our securities to dispose of such securities, thereby causing an adverse effect on the resale price of our securities and your investment in our Company.

The issuance of our preferred stock could materially impact the price of Common Stock and the rights of holders of our Common Stock.

The Company is authorized to issue 5,000,000 shares of serial preferred stock, par value $0.001. Shares of preferred stock may be issued from time to time in one or more series as may be determined by the Company’s Board of Directors. Except as otherwise provided in the Company’s Articles of Incorporation, the Board of Directors has authority to fix by resolution adopted before the issuance of any shares of each particular series of preferred stock, the designation, powers, preferences, and relative participating, optional and other rights, and the qualifications, limitations, and restrictions. The issuance of our preferred stock could materially impact the price of Common Stock and the rights of holders of our Common Stock, including voting rights. The issuance of preferred stock could decrease the amount of earnings and assets available for distribution to holders of Common Stock, and may have the effect of delaying, deferring or preventing a change in control of our Company, despite such change of control being in the best interest of the holders of our shares of Common Stock. The existence of authorized but unissued preferred stock may enable the Board of Directors to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise.

The exercise of common stock warrants may depress our stock price and may result in dilution to our Common Security holders.

As of December 31, 2006, a total of approximately 24.6 million warrants to purchase approximately 24.6 million shares of our Common Stock are issued and outstanding. Subsequent to December 31, 2006, an additional approximately 5 million warrants to purchase approximately 5 million shares of Common Stock were exercised. The market price of our Common Stock is above the exercise price of some of the outstanding warrants; therefore, holders of those securities are likely to exercise their warrants and sell the Common Stock acquired upon exercise of such warrants in the open market. Sales of a substantial number of shares of our Common Stock in the public market by holders of warrants may depress the prevailing market price for our Common Stock and could impair our ability to raise capital through the future sale of our equity securities. Additionally, if the holders of outstanding warrants exercise those warrants, our common security holders will incur dilution. The exercise price of all common stock warrants, including Classes A, B-1 and B-2 Warrants, is subject to adjustment upon stock dividends, splits and combinations, as well as certain anti-dilution adjustments as set forth in the respective common stock warrants.

We have granted stock options to certain management employees and directors as compensation which may depress our stock price and result in dilution to our common security holders.

As of December 31, 2006, options to purchase approximately 9.5 million shares of our Common Stock were issued and outstanding. On August 18, 2006, the Board of Directors approved the Arcadia Resources, Inc. 2006 Equity Incentive Plan (the “Plan”), which was subsequently approved by the security holders on September 26, 2006. The Plan allows for the granting of additional incentive stock options, non-qualified stock options, stock appreciation rights and restricted shares up to 5 million shares (2.5% of the Company’s authorized shares of common stock as of the date the Plan was approved). The market price of our Common Stock is above the exercise price of some of the outstanding options; therefore, holders of those securities are likely to exercise their options and sell the Common Stock acquired upon exercise of such options in the open market. Sales of a substantial number of shares of our Common Stock in the public market by holders of options may depress the prevailing market price for our Common Stock and could impair our ability to raise capital through the future sale of our equity securities. Additionally, if the holders of outstanding options exercise those options, our common security holders will incur dilution. The exercise price of all common stock options is subject to adjustment upon stock dividends, splits and combinations, as well as anti-dilution adjustments as set forth in the option agreement. On February 21, 2007, Larry Kuhnert, former President and Chief Operating Officer, and the Company agreed that his employment would end effective February 28, 2007. In accordance with the terms of the separation agreement, 1 million options held by Mr. Kuhnert were forfeited. The remaining 3 million options held by Mr. Kuhnert will be exercisable on a cash or cashless basis from September 1, 2007 through February 29, 2008.

We are dependent on our affiliated agencies and our internal sales force to sell our services and products, the loss of which could adversely affect our business.

We largely rely upon our affiliated agencies to sell our staffing and home care services and on our internal sales force to sell our durable medical equipment and pharmacy products. Arcadia Services’ affiliated agencies are owner-operated businesses. The office locations maintained by our affiliated agencies are listed on our Company’s website. The primary responsibilities of Arcadia Services’ affiliated agencies include the recruitment and training of field staff employed by Arcadia Services and generating and maintaining sales to Arcadia Services’ customers. The arrangements with affiliated agencies are formalized through a standard contractual agreement, which state performance requirements of the affiliated agencies. Our affiliated agencies and internal sales force operate in particular defined geographic regions. Our employees provide the services to our customers and the affiliated agents and internal sales force are restricted by non-competition agreements. In the event of loss of our affiliated agents or internal sales force personnel, we would recruit new sales and marketing personnel and/or affiliated agents which could cause our operating costs to increase and our sales to fall in the interim.

Our ability to recruit and retain a majority of independent directors may affect our ability to be listed on a national securities exchange or quotation system.

Our limited operating history as a public company may make it difficult to attract and retain qualified directors who satisfy the independence standards as defined by the Sarbanes-Oxley Act of 2002 and listing standards. On June 22, 2006, the American Stock Exchange (AMEX) approved the Company’s application for listing its common shares on the AMEX, and trading commenced on the AMEX on Monday, July 3, 2006. We are subject to the AMEX listing standards, which include a requirement that the Board of Directors consist of a majority of directors who are independent as defined by the Sarbanes-Oxley Act of 2002 and as defined by listing standards, and that the audit committee of the Board of Directors must consist of at least three members, all of whom are independent. Similarly, the compensation and nominating committees of the Board of Directors must consist of independent directors.

On February 13, 2007, the Company received a letter from AMEX stating that, due to a resignation of one of the Company’s independent directors, the Company did not comply with the listing standards referenced above. On February 28, 2007, the Company cured this deficiency by appointing Joseph Mauriello as an independent director and member of the Audit Committee, effective March 1, 2007, to fill the unexpired term of the vacant independent director position until the Company’s 2007 annual meeting. Our Board presently consists of five director positions, and three directors have been determined by the Board to be independent as defined by the Sarbanes-Oxley Act of 2002 and AMEX listing standards. The three independent directors also comprise the Company’s Audit Committee. At the Company’s annual meeting held in September 2006, one of our independent directors was elected to a term of three years and one of our independent directors was elected to a term of one year. Future vacancies among the independent directors could again result in the Company’s noncompliance with AMEX listing standards.

Several anti-takeover measures under Nevada law could delay or prevent a change of our control, despite such change of control being in the best interest of the holders of our shares of Common Stock.

Several anti-takeover measures under Nevada law, which are described below, could delay or prevent a change of our control, despite such change of control being in the best interest of the holders of our shares of Common Stock. This could make it more difficult or discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise. This could negatively impact the value of your investment in our Company, by discouraging a potential suitor who may otherwise be willing to offer a premium for your shares of the Company’s common stock.

USE OF PROCEEDS

We will not receive any proceeds from the sale of shares of our common stock by the selling security holders. The selling security holders will pay any underwriting discounts and commissions and expenses incurred by the selling security holders for brokerage, accounting, tax or legal services or any other expenses incurred by the selling security holders in connection with sales by them. We will bear all other costs, fees and expenses incurred in effecting the registration of the shares covered by this prospectus, including, but not limited to, all registration and filing fees and fees and expenses of our counsel and our accountants.

DESCRIPTION OF CAPITAL STOCK

The Company is authorized to issue 200,000,000 shares of Common Stock, $0.001 par value per share, and 5,000,000 shares of serial preferred stock, par value $0.001.

Voting. Except as otherwise required by law or our certificate of incorporation, including any certificate of designations for a series of preferred stock, each holder of Common Stock shall have one vote in respect of each share of stock held by him or her of record on the books of the corporation for the election of directors and on all matters submitted to a vote of our security holders. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall be the act of the security holders and shall decide any question brought before such meeting, unless according to the certificate of incorporation or by-laws a greater vote is required.

Dividends. Subject to the preferential rights of the preferred stock, the holders of shares of Common Stock shall be entitled to receive, when and if declared by the board of directors, out of our assets which are by law available for dividends, dividends payable in cash, property or shares of capital stock.

Dissolution, Liquidation or Winding Up. In the event of any dissolution, liquidation or winding up of our affairs, after distribution in full of the preferential amounts, if any, to be distributed to the holders of shares of the preferred stock, holders of Common Stock shall be entitled, unless otherwise provided by law or our certificate of incorporation, including any certificate of designations for a series of preferred stock, to receive all of our remaining assets of whatever kind available for distribution to security holders ratably in proportion to the number of shares of Common Stock held by them respectively.

Other Rights and Restrictions. The outstanding shares of our Common Stock are validly issued, fully paid and nonassessable. Holders of our Common Stock do not have preemptive rights (except as described below), and they have no right to convert their Common Stock into any other securities. Our Common Stock is not subject to redemption by us. The rights, preferences and privileges of common security holders are subject to the rights of the security holders of any series of preferred stock that are issued and outstanding or that we may issue in the future. Upon surrender to us or our transfer agent of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be our duty to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon our books. Our board of directors is authorized to set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose. We are subject to Sections 78.411 et seq. of the Nevada Revised Statutes regarding business combinations with interested security holders.

Preemptive Rights. On May 4, 2004, the Company’s security holders voted to amend the Articles of Incorporation to make it clear that the Company’s security holders do not have any preemptive rights arising pursuant to Sections 78.265 and 78.267 of the Nevada Revised Statutes. Preemptive rights are the rights of existing security holders, subject to various exemptions, to subscribe for new shares of capital stock to be issued by a company increasing its issued shares, in preference to persons who are not security holders. In connection with the merger acquisition of RKDA, Inc. effective May 10, 2004, John E. Elliott, II and Lawrence R. Kuhnert were granted preemptive rights for a period of three years beginning May 7, 2004 to acquire, at fair market value, additional shares of Common Stock of the Company to maintain their percentage ownership of the Company, except they were not granted preemptive rights relative to Common Stock issuable on the exercise of stock options and warrants issued before May 7, 2004 or Common Stock and Class A Warrants issued in the Company’s private placement offering which closed on May 27, 2004.

Preferred Stock. The Company is authorized to issue 5,000,000 shares of serial preferred stock, par value $0.001. Shares of the Company’s serial preferred stock are not being registered herein. Shares of preferred stock may be issued from time to time in one or more series as may be determined by the Company’s Board of Directors. Each series shall be distinctly designated. All shares of any one series of the preferred stock shall be alike in every particular, except that there may be different dates from which dividends thereon, if any, shall be cumulative, if made cumulative. The powers, preferences, participating, optional and other rights of each such series and the qualifications, limitations, or restrictions thereof, if any, may differ from those of any and all other series at any time

outstanding. Except as otherwise provided in the Company’s Articles of Incorporation, the Board of Directors has authority to fix by resolution or resolutions adopted prior to the issuance of any shares of each particular series of preferred stock, the designation, powers, preferences, and relative participating, optional and other rights, and the qualifications, limitations, and restrictions thereof, if any, of such series.

     Warrants. We have issued and outstanding, as of March 22, 2007, the following classes of warrants:

Class of Warrants		A		B-1		B-2
Description of Warrants		5,779,398 Class A Warrants to purchase up to 5,779,398 shares of Common Stock.		8,990,277 Class B-1 Warrants to purchase up to 8,990,277 shares of Common Stock.		4,711,110 Class B-2 Warrants to purchase up to 4,711,110 shares of Common Stock.
Exercise Price		Each Class A Warrant entitles the holder to purchase one share of our Common Stock at an exercise price of $0.50 per share.		Each Class B-1 Warrant entitles the holder to purchase one share of our Common Stock at an exercise price of $0.001 per share.		Each Class B-2 Warrant entitles the holder to purchase one share of our Common Stock at an exercise price of $2.25 per share.
Exercise Period		Any time within seven years from the date of issuance to the original holder. Class A Warrants not exercised by then shall expire.		Any time within seven years from the date of issuance to the original holder September 16, 2005. Class B-1 Warrants not exercised by then shall expire.		Any time within seven years from the date of issuance to the original holder September 16, 2005. Class B-2 Warrants not exercised by then shall expire.

Options and 2006 Equity Incentive Plan. We have issued and outstanding, as of March 22, 2007, options to purchase approximately 8.5 million shares of our Common Stock, all of which have been issued to directors and employees of the Company and are exercisable at specified prices, subject to specified vesting periods and expiration dates. On August 18, 2006, the Board of Directors approved the Arcadia Resources, Inc. 2006 Equity Incentive Plan (the “Plan”), which was subsequently approved by the security holders on September 26, 2006. The Plan allows for the granting of additional incentive stock options, non-qualified stock options, stock appreciation rights and restricted shares up to 5 million shares (2.5% of the Company’s authorized shares of common stock as of the date the Plan was approved).

Transfer Agent and Registrar. The transfer agent and registrar for our common stock is National City Bank.

Anti-Takeover Effects of Provisions of Nevada Law and Our Amended and Restated Articles of Incorporation and Amended and Restated Bylaws

The following discussion concerns certain provisions of Nevada law, our amended and restated certificate of incorporation and our amended and restated bylaws that could be viewed as having the effect of discouraging or delaying an attempt to obtain control of our Company.

Nevada Law

Sections 78.378 et seq. of the Nevada Revised Statutes govern the acquisition of a controlling interest. This law provides generally that any person or entity that acquires twenty (20%) percent or more of the outstanding voting shares of a Nevada issuing corporation obtains voting rights in the acquired shares as conferred by a resolution of the security holders of the corporation, approved at a special or annual meeting of the security holders. The articles of incorporation or bylaws of a corporation, however, may provide that these provisions do not apply to the corporation or to an acquisition of a controlling interest. On May 4, 2004, our Board of Directors adopted an amendment to our Bylaws providing that the provisions of Nevada Revised Statutes Sections 78.378 et seq. do not apply to an acquisition of a controlling interest of shares owned, directly or indirectly, whether of record or not, now or at any time in the future, by John E. Elliott, II, Lawrence R. Kuhnert or any of the persons referenced therein. All other persons or entities, however, remain subject to Sections 78.378 et seq. of the Nevada Revised Statutes to the extent applicable, unless our articles of incorporation or bylaws are amended to exempt such persons or entities from these statutory anti-takeover provisions.

Sections 78.411 et seq. of the Nevada Revised Statutes govern combinations with interested security holders. These provisions may have an effect of delaying or making it more difficult to effect a change in control of the Company. These provisions preclude an interested security holder (i.e., the beneficial owner, directly or indirectly, of 10% or more of the voting power of the outstanding voting shares of a corporation, or an affiliate or association thereof) and a resident, domestic Nevada corporation from entering into a combination (e.g., a merger, sale, lease, exchange, etc.) unless certain conditions are met. The provisions generally preclude a resident, domestic corporation from engaging in any combination with an interested security holder for three years after the date that the person first became an interested security holder unless the combination or the transaction by which the person first became an interested security holder is approved by the board of directors before the person first became an interested security holder. If approval is not obtained, then after the expiration of the three-year period the business combination may be consummated with the approval of the board of directors or a majority of the voting power held by the disinterested security holders, or if the consideration to be paid by the interested security holder exceeds certain thresholds set forth in the statute. We are subject to Sections 78.411 et seq. of the Nevada Revised Statutes.

In addition, Sections 92A.300 et seq. of the Nevada Revised Statutes create a right of appraisal for dissenting stockholders. These sections allow stockholders to dissent from certain corporate actions (e.g., certain conversions, mergers, and exchanges), and obtain payment for the fair value of their shares. This right of appraisal could discourage an attempt to take control of our Company by means of any of those corporate actions entitling the stockholders to appraisal rights.

Amended and Restated Articles of Incorporation and Bylaws

Preferred Stock. Our amended and restated articles of incorporation provide that we may from time to time issue shares of preferred stock in one or more series, the terms of which will be determined by our board of directors. We will not solicit approval of our security holders unless our board of directors believes that approval is advisable or is required by the rules of the American Stock Exchange or by Nevada law. This could enable our board of directors to issue shares to persons friendly to current management which would protect the continuity of our management and render more difficult or discourage an attempt to obtain control of our Company by means of a merger, tender offer, proxy contest or otherwise. These additional shares also could be used to dilute the stock ownership of persons seeking to obtain control of our Company.

Board of Directors. Our directors, other than those who may be the holders of any class or series of our preferred stock having the right under a preferred stock designation to elect additional directors under specified circumstances, are classified into three classes, as nearly equal in number as possible, with staggered three-year terms: Class A, whose term will expire at our annual meeting of security holders in 2009, Class B, whose term will expire at our annual meeting of security holders in 2008, and Class C, whose term will expire at our annual meeting of security holders in 2007. Each of our directors is to hold the office until his or her successor is duly elected and qualified. Directors elected to succeed directors whose terms then expire are elected for a term of office to expire at the third succeeding annual meeting of security holders after their election. Each director holds office until his successor is duly elected and qualified.

Our amended and restated bylaws provide that, except as otherwise provided in any preferred stock designation relating to the rights of the holders of any class or series of preferred stock to elect directors under specified circumstances, newly created directorships resulting from any increase in the number of directors and any vacancies on our board of directors resulting from death, resignation, disqualification, removal or other cause will be filled by the affirmative vote of a majority of the stockholders at any regular or special meeting, or at any adjourned meeting, or by the affirmative vote of a majority of the remaining directors. Any director so elected will hold office for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred and until the director’s successor has been duly elected and qualified. No decrease in the number of directors constituting our board of directors will shorten the term of any incumbent director. Subject to the rights of any class or series of preferred stock having the right under a preferred stock designation to elect directors under specified circumstances, any director may be removed from office only for cause by the affirmative vote of the holders of not less than two-thirds of the voting power of the issued and outstanding stock entitled to vote.

These provisions would preclude a third party from removing incumbent directors without cause and simultaneously gaining control of our board of directors by filling the vacancies created by removal with its own nominees. Under the classified board of directors provisions described above, absent director removals for cause, it would take at least two elections of directors for any individual or group to gain control of our board of directors. Accordingly, these provisions would discourage a third party from initiating a proxy contest, making a tender offer or otherwise attempting to gain control of our Company.

Amendments. Under Section 78.390 of the Nevada Revised Statutes, the affirmative vote of the holders of at least a majority of the voting power is required to amend provisions of our certificate of incorporation relating to security holder action; the number, election and tenure of directors; the nomination of director candidates and the proposal of business by security holders; the filling of vacancies on our board of directors; and the removal of directors. Our amended and restated bylaws further provide that provisions of our amended and restated bylaws may be amended only by the affirmative vote of the whole board of directors or by the affirmative vote, or a consent in writing, of the holders of at least a majority of the issued and outstanding capital stock.

Limitation on Liability and Indemnification of Officers and Directors

Under Section 78.7502 of the Nevada Revised Statutes, we have broad powers to indemnify our directors and officers against liabilities they may incur in such capacities, including liabilities under the Securities Act. Our amended and restated articles of incorporation provide that no director or officer of the Company shall be personally liable to the Company or any of its security holders for damages for breach of fiduciary duty as a director or officer involving any act or omission of any such director or officer provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. The articles further provide that any repeal or modification of the articles shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the Company for acts or omissions prior to such repeal or modification. These provisions do not eliminate the directors’ duty of care and, in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Nevada law. In addition, each director will continue to be subject to liability for breach of the director’s duty of loyalty to us for acts or omissions not in good faith or involving intentional misconduct, for knowing violations of law, for any transaction from which the director derived an improper personal benefit, and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under Nevada law. The provision also does not affect a director’s responsibilities under any other laws, such as the federal securities laws or state or federal environmental laws.

We maintain a policy of directors’ and officers’ liability insurance that insures our directors and officers against the costs of defense, settlement or payment of a judgment under some circumstances.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our Company pursuant to the foregoing provisions, the opinion of the Securities and Exchange Commission is that such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

DILUTION

Since we will not receive any of the proceeds from the sale of common stock sold by the selling security holders under this prospectus, the net tangible book value of our common stock will not be increased or decreased as a result of such sales nor will the number of shares outstanding be affected by such sales.

SELLING SECURITY HOLDERS

Except as may otherwise be noted below in the table of selling security holders, the selling security holders identified in this prospectus acquired shares of common stock in private placement transactions exempt from registration on the basis of Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D as applicable.

On February 16, 2007, the Company closed on and completed its acquisition of PrairieStone Pharmacy, LLC (“PrairieStone”) pursuant to a Limited Liability Company Ownership Interest Purchase Agreement (the “LLC Agreement”), attached as Exhibit 10.1. Under the LLC Agreement, the Company issued to the selling security holders an aggregate of 9,926,337 shares of common stock at closing, consisting of 8,000,000 shares of common stock issued as consideration for 100% of the membership units of PrairieStone, and 1,926,337 shares of common stock issued to pay off a $3,750,000 term loan obligation of PrairieStone. Pursuant to the LLC Agreement, up to an additional 10,073,663 shares of common stock are payable to selling security holders, contingent on the attainment of defined goals based on the Company’s share price and PrairieStone’s financial performance during the two years following the closing date, as more fully described in the Price Adjustment Consideration, Anniversary Date Consideration, and Earn-

Out Consideration provisions of the LLC Agreement. The selling security holders agreed that during the two (2) year period following the closing, they will not, individually or in the aggregate, publicly sell or otherwise privately sell, give, transfer, exchange, dividend or distribute in any one day more than the Sellers’ Total Daily Limit of the Company shares. The Sellers’ Total Daily Limit is defined to mean the greater of twenty-five thousand (25,000) shares or during the first year following Closing twenty percent (20%) of the average daily trading volume of the Company common stock during the five trading days preceding the day of sale and during the second year thirty percent (30%) of such average daily trading volume. The Seller’s Total Daily Limit does not apply to an aggregate of 1,094,527 shares of common stock which may be sold by Messrs. Richardson and Brady (“Executive Sellers”) to satisfy their respective tax obligations resulting from the sale of their respective membership units of PrairieStone Pharmacy, LLC to the Company. Of the 3,000,000 shares of common stock paid to the Executive Sellers at closing, 195,600 shares (which number of shares is subject to adjustment as described below) will be held by the Company subject to a Holdback Account. The shares to be held by the Company subject to the Holdback Account are referred to as the “Holdback Shares.” The Holdback Shares will be held by the Company for the purpose of satisfying any indemnity claim by the Company against the Executive Sellers and are additionally subject to release or forfeiture based on PrairieStone’s financial performance during the three years following the closing date, as described in the LLC Agreement, in our Current Report on Form 8-K filed on February 1, 2007 (the “Prior 8-K”), and in our other filings with the Securities and Exchange Commission. The number of Holdback Shares is subject to adjustment on a quarterly basis per a formula as described in the LLC Agreement, in the Prior 8-K and in our other filings with the Securities and Exchange Commission.

The following table lists the selling security holders holding shares of our common stock:

Name of Selling														Number of Shares Owned by Selling
Security Holder,														Security Holder After the Offering,
Position, Office or		Shares Beneficially												Assuming the sale of all Shares
Material		Owned Prior to Offering								Shares of Common				of the Common Stock Offered
Relationship		Number				Percentage				Stock to be Offered				Number				Percent
AmerisourceBergen Drug Corporation			7,348,436	(3)			6.18	%			7,348,436				0				0
Lunds, Inc.			3,614,732	(4)			3.04	%			3,614,732				0				0
LFHI Rx, LLC			1,807,366	(5)			1.52	%			1,807,366				0				0
Richardson, Marvin, COO (1)			4,530,916	(6)			3.81	%			4,518,416				12,500				*
Brady, John (2)			2,259,208	(7)			1.90	%			2,259,208				0				0
Zeidner, Lewis			451,842	(8)			*				451,842				0				0
TOTAL			20,012,500				16.83	%			20,000,000				*				*

The preceding table lists certain information, to our knowledge, with respect to the selling security holders as of March 21, 2007 as follows: (i) each selling security holder’s name, (ii) the number of outstanding shares of Common Stock beneficially owned by the selling security holders prior to this offering, assuming the maximum number of additional shares which may be issued under the LLC Agreement are issued (including all of the shares issuable upon exercise of Warrants held by such shareholder and Common Stock purchase options, if any); (iii) the number of shares of Common Stock to be beneficially owned by each selling security holder after the completion of this offering, assuming the sale of all of the shares of the Common Stock offered by each selling security holder; and (iv) if one percent or more, the percentage of outstanding shares of Common Stock to be beneficially owned by each selling security holder after the completion of this offering assuming the conversion and sale of all of the shares of the Common Stock offered by each selling security holder. Except as noted, none of the selling security holders have had any position, office, or other material relationship with the Company or any of the Company’s Predecessors or affiliates within the past three years. The selling security holders may sell all, some, or none of their shares in this offering. See Plan of Distribution, below. For this reason, the amount or percentage of these shares of Common Stock that will be held by the selling security holders following the offering is unknown, except that for purposes of the tables set forth above, we assume that each selling security holder will sell all shares of Common Stock offered by each selling security holder, except as indicated otherwise.

Beneficial ownership is determined in accordance with the rules of the SEC, and includes voting or investment power with respect to shares, as well as any shares as to which the selling security holder has the right to acquire beneficial ownership through the exercise or conversion of any stock option, warrant, preferred stock or other right within 60 days of March 21, 2007. Percentages are based on 108,806,000 shares of our common stock outstanding as of March 21, 2007. Notwithstanding the foregoing, the table listed above does not identify a selling security holder as the beneficial owner of shares held by another selling security holder listed in the table. Unless otherwise indicated above, to our knowledge, all selling security holders named in the table have sole voting and investment power with respect to their shares of Common Stock, except to the extent authority is shared by spouses under applicable law and except to the extent that such voting power held by the selling security holders is subject to the terms of the Voting Agreement. The inclusion of any shares in this table does not constitute an admission of beneficial ownership for the selling security holder named above.

PLAN OF DISTRIBUTION

We are registering 20,000,000 shares of Common Stock on behalf of the selling security holders identified in this prospectus. The selling security holders will act independently of us in making decisions with respect to the timing, manner, and size of each sale of the Common Stock covered by this prospectus. Sales of shares may be made from time to time by selling security holders, including their respective donees, transferees, pledges or other successors-in-interest directly to purchasers or to or through underwriters, broker-dealers or through agents. The Company has registered these securities pursuant to its obligations under registration rights agreements. The Company agreed to such registration rights to improve the liquidity of the securities being sold.

The distribution of shares of Common Stock by the selling security holders is not subject to any underwriting agreement. The selling security holders may, from time to time, sell all or a portion of the shares of Common Stock on any market upon which the Common Stock may be quoted, in privately negotiated transactions or otherwise, at fixed prices that may be changed, at varying prices determined at the time of sale, at market prices prevailing at the time of sale, at prices related to such market prices or at negotiated prices. The selling security holders are not obligated to sell any of their shares of our Common Stock.

The shares of our Common Stock may be sold by the selling shareholders by one or more of the following methods, without limitation except as provided otherwise by the terms of the LLC Agreement:

	o		A block trade in which the broker or dealer so engaged will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction (including crosses in which the same broker acts as agent for both sides of the transaction);
	o		Purchases by a broker or dealer as principal and resale by the broker or dealer for its account pursuant to this prospectus;
	o		Ordinary brokerage transactions and transactions in which the broker solicits purchasers;
	o		Through options, swaps or derivatives;
	o		Privately negotiated transactions;
	o		In making short sales or in transactions to cover short sales;
	o		In transactions on any national securities exchange or quotation service on which our common stock may be listed or quoted at the time of sale;
	o		Put or call option transactions relating to the securities;
	o		Through other types of transactions; and
	o		A combination of any of the above-listed methods of sale.

In addition to distribution as outlined above, the holders of our Common Stock may sell the shares of Common Stock pursuant to Rule 144 or any other available exemption from registration under the Securities Act of 1933, as amended.

Upon being notified by a selling security holder at the time a particular offering of securities is made, a prospectus supplement, if required pursuant to Rule 424(b) of the Securities Act of 1933, as amended, will be filed which will set forth the aggregate amount of shares of Common Stock being offered and the terms of the offering, including the name or names of any underwriters, dealers, brokers or agents, if any, and any discounts, commissions or concessions allowed or reallowed to be paid to brokers or dealers. To our knowledge, there are currently no agreements, arrangements or understandings with respect to the sale of any of the securities offered hereby.

The selling security holders may effect these transactions by selling directly to purchasers or to or through broker-dealers, which may act as agents or principals. These broker-dealers may receive compensation in the form of discounts, concessions or commissions from the selling security holders and/or the purchasers of shares for whom such broker-dealers may act as agents or to whom they sell as principals, or both (which compensation as to a particular broker-dealer might be in excess of customary commissions).

Subject to certain provisions of the LLC Agreement, the selling security holders may enter into hedging transactions with broker-dealers or other financial institutions. In connection with those transactions, the broker-dealers or other financial institutions may engage in short sales of the shares or of securities convertible into or exchangeable for the shares in the course of hedging positions they assume with the selling security holders. The selling security holders may also enter into options or other transactions with broker-dealers or other financial institutions which require the delivery of shares offered by this prospectus to those broker-dealers or other financial institutions. The broker-dealer or other financial institution may then resell the shares pursuant to this prospectus (as amended or supplemented, if required by applicable law, to reflect those transactions).

Any of the selling security holders and any other broker-dealers that act in connection with the sale of shares of Common Stock offered under this prospectus may be “underwriters” within the meaning of Section 2(11) of the Securities Act of 1933, as amended, and any commissions received by these broker-dealers or any profit on the resale of the shares of Common Stock sold by them while acting as principals might be deemed to be underwriting discounts or commissions under the Securities Act of 1933, as amended. We have agreed to indemnify certain selling security holders, and certain selling security holders have agreed (severally and not jointly) to indemnify us, against certain liabilities in connection with the offering of the shares of Common Stock, including liabilities under the Securities Act of 1933, as amended. The selling security holders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares of Common Stock by the selling security holders against certain liabilities, including liabilities arising under the Securities Act of 1933, as amended.

The selling security holders are subject to the prospectus delivery requirements of the Securities Act of 1933, as amended. We are paying all expenses and fees customarily paid by the issuer in connection with the registration of the shares. The selling security holders will bear all brokerage or underwriting discounts or commissions paid to broker-dealers in connection with the sale of their shares.

Each selling security holder and any other person participating in a distribution of the shares of Common Stock will be subject to applicable provisions of the Exchange Act and the rules and regulations under the Exchange Act, including, without limitation, Regulation M which may limit the timing of purchases and sales of shares of Common Stock by the selling security holder and any other person participating in the distribution. Furthermore, Regulation M under the Exchange Act may restrict the ability of any person engaged in a distribution of the shares of Common Stock to engage in market-making activities with respect to the shares of Common Stock being distributed for a period of up to five business days prior to the commencement of the distribution. All of the foregoing may affect the marketability of the shares of Common Stock and the ability of any person or entity to engage in market-making activities with respect to the shares of Common Stock.

LEGAL MATTERS

The validity of the Common Stock will be passed upon by Fennemore Craig, P.C.

EXPERTS

The Company’s consolidated financial statements incorporated in this Prospectus and in the Registration Statement by reference to the Annual Report on Form 10-K for the year ended March 31, 2006 have been audited by BDO Seidman, LLP, an independent registered public accounting firm, to the extent and for the periods set forth in their report and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting. The audited financial statements of PrairieStone Pharmacy, LLC incorporated in this Prospectus and in the Registration Statement by reference to the Current Report of Form 8-K/A filed March 20, 2007 have been audited by Carver Moquist & O’Connor, LLC, an independent registered public accounting firm.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following table sets forth the expenses payable by Arcadia Resources, Inc. in connection with this registration statement. All of such expenses are estimates, other than the filing fee payable to the Securities and Exchange Commission.

Filing fee-Securities and Exchange Commission		$	1,313.96
Fees and expenses of legal counsel		$	5,000.00
Accounting fees and expenses		$	5,000.00
Printing expenses		$	5,000.00
Miscellaneous expenses		$	5,000.00
Total		$	21,313.96

Item 15. Disclosure of Commission Position of Indemnification for Securities Act Liabilities.

The General Corporate Law of Nevada empowers a company incorporated in Nevada, such as Critical Home Care, Inc., to indemnify its directors and officers under certain circumstances. The Articles of Incorporation of the Company provide that no director or officer of the Company shall be personally liable to the Company or any of its security holders for damages for breach of fiduciary duty as a director or officer involving any act or omission of any such director or officer provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. The Articles further provide that any repeal or modification of the Articles shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the Company for acts or omissions prior to such repeal or modification.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company under Nevada law or otherwise, the Company has been advised that the opinion of the Securities and Exchange Commission is that such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Item 16. Exhibits

The Exhibits listed in the Exhibit Index are filed herewith and made a part hereof.

Item 17. Undertakings

(a)

The undersigned registrants hereby undertake:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

Provided, however, That paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2)		That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)		To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)		That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

i.

If the registrant is relying on Rule 430B (230.430B of this chapter):

	A.		Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
	B.		Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

ii.

If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5)

That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

	i.		Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
	ii.		Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
	iii.		The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
	iv.		Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Southfield, state of Michigan, on March 22, 2007.

POWER OF ATTORNEY

Each director and officer of the Registrant whose signature appears below hereby appoints John E. Elliott, II and Lynn K. Fetterman, and each of them individually, as his or her true and lawful attorney-in-fact and agent to sign in his or her name and behalf, in any and all capacities stated below, and to file with the Securities and Exchange Commission, any and all amendments, including post-effective amendments and any registration statement for the same offering that is to be effective under Rule 462(b) of the Securities Act, to this registration statement, and the Registrant hereby also appoints each such person as its attorney-in-fact and agent with like authority to sign and file any such amendments in its name and behalf.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

/s/ JOHN E. ELLIOTT, II   John E. Elliott, II		Director, Chairman, President and Chief Executive Officer		March 22, 2007
		(Principal Executive Officer)
/s/ LYNN K. FETTERMAN   Lynn K. Fetterman		Interim Secretary, Treasurer and Chief Financial Officer		March 22, 2007
		(Principal Financial and Accounting Officer)
/s/ LAWRENCE R. KUHNERT		Director		March 22, 2007
Lawrence R. Kuhnert
/s/ JOHN T. THORNTON		Director		March 22, 2007
John T. Thornton
/s/ PETER A. BRUSCA, M.D.		Director		March 22, 2007
Peter A. Brusca, M.D.
/s/ JOSEPH MAURIELLO		Director		March 22, 2007
Joseph Mauriello

EXHIBIT INDEX

Exhibit
Number		Description of Exhibit
4.1		Amended and Restated Articles of Incorporation (1)
4.2		Amended and Restated By-Laws (2)
5.1		Opinion Regarding Legality
10.1		Limited Liability Company Ownership Interest Purchase Agreement (2)
23.1		Consent of Counsel (3)
23.2		Consent of BDO Seidman, LLP
23.3		Consent of Carver Moquist & O’Connor, LLC
24.1		Powers of Attorney (4)