S-3MEF

Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-3

REGISTRATION STATEMENT
Under the Securities Act of 1933

ARCADIA RESOURCES, INC.

(Exact Name of Registrant as Specified in its Charter)

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

9229 Delegates Row, Suite 260
Indianapolis, Indiana 46240
(317) 569-8234

(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant’s Principal Executive Offices)

Matthew R. Middendorf
9229 Delegates Row, Suite 260
Indianapolis, Indiana 46240
(317) 569-8234

(Name, Address Including Zip Code, and Telephone Number, Including
Area Code, of Agent For Service)

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. þ 333-160928

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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer þ
(Do not check if a smaller reporting company) Smaller reporting company 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	Offering Price	Registration Fee
Primary Offering
Warrants or common stock, $0.001 Par Value	4,000,000	$0.78(2)	$3,120,000(2)	$174.10

(1)	In the event of a stock split, stock dividend or similar transaction involving our common stock, the number of shares or warrants registered shall automatically be adjusted to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.
(2)	Estimated in accordance with Rule 457(c) and 457(g)(2) of the Securities Act for the sole purpose of calculating the registration fee. We have based the fee calculation on the average of the high and low sales prices of our common stock on the NYSE Amex Exchange as of November 5, 2009, a date that is within five days prior to the date of the filing of this Registration Statement.

TABLE OF CONTENTS

EX-5.1

EX-23.2

This Registration Statement is being filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended and General Instruction IV(A) to Form S-3 solely to register an additional 4,000,000 shares of the registrant’s common stock, par value $0.001 per share. In accordance with Rule 462(b), this Registration Statement incorporates by reference the contents of the registrant’s Registration Statement on Form S-3 (File No. 333-160928), originally filed with the Securities and Exchange Commission (the “Commission”) on July 31, 2009, amended on September 14, 2009 and declared effective by the Commission on September 23, 2009, including all exhibits thereto and all information incorporated by reference therein, other than the exhibits included herein.

The required opinions and consents are listed on the Exhibit Index attached to and filed with this Registration Statement.

2

SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 Indianapolis, state of Indiana, on November 6, 2009.

Arcadia Resources, Inc.
By:	/s/ MARVIN R. RICHARDSON
	Marvin R. Richardson
	President and Chief Executive Officer

POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

/s/ MARVIN R. RICHARDSON  Marvin R. Richardson	President and Chief Executive Officer (Principal Executive Officer), and Director	November 6, 2009
/s/ MATTHEW R. MIDDENDORF  Matthew R. Middendorf	Chief Financial Officer (Principal Financial and Accounting Officer), Treasurer	November 6, 2009
*  John T. Thornton	Director	November 6, 2009
*  Peter A. Brusca, M.D.	Director	November 6, 2009
*  Joseph Mauriello	Director	November 6, 2009
Stephen Goldsmith	Director	November 6, 2009
*  Daniel Eisenstadt	Director	November 6, 2009

*By:	/s/ MATTHEW R. MIDDENDORF         Matthew R. Middendorf
	Attorney-in - -Fact

3

EXHIBIT INDEX

Exhibit
Number	Description of Exhibit
5.1	Opinion Regarding Legality (filed herewith)
23.1	Consent of Counsel (included in Exhibit 5.1)
23.2	Consent of BDO Seidman, LLP (filed herewith)
24.1*	Powers of Attorney (Included on the signature page hereto)

* Previously filed.

4

EX-5.1

Exhibit 5.1

November 8, 2009

Arcadia Resources, Inc.
9229 Delegates Row
Suite 260
Indianapolis, Indiana 46240

Re: Arcadia Resources, Inc.
Registration Statement on Form S-3

Ladies and Gentlemen:

     We have acted as special Nevada counsel for Arcadia Resources, Inc., a Nevada corporation (the “Company”), in connection with the Registration Statement on Form S-3 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission pursuant to which the Company is registering under the Securities Act of 1933, as amended (the “Securities Act”) 4,000,000 shares (the “Additional Shares”) of common stock, $0.001 par value per share (the “Common Stock”).

     Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Registration Statement. The Additional Shares are being registered for offering and sale from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The Additional Shares will be sold or delivered from time to time in amounts, at prices and on terms to be determined at the time of the offering as set forth in the Registration Statement, any amendments thereto, the prospectus contained therein and one or more supplements to the prospectus.

     In our capacity as special Nevada counsel to the Company in connection with such registration, we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization and issuance of the Additional Shares. For purposes of this opinion, we have assumed that such proceedings will be timely and properly completed, in accordance with all requirements of applicable federal and Nevada laws, in the manner presently proposed.

     In connection with this opinion letter, we have examined and relied upon copies of the following documents, together with such other documents as we deemed necessary or advisable to render the opinions herein expressed:

1.	The articles of incorporation and bylaws of the Company as are currently in effect.
2.	A certificate of the Company as to certain factual matters, including adoption of certain resolutions of the board of directors.
3.	The Registration Statement.

Arcadia Resources, Inc.
November 8, 2009
Page 2

     In our examinations we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, and the conformity to original documents and completeness of all documents submitted to us as certified or photostatic, facsimile or electronic copies and the authenticity of the originals of such certified or copied documents. As to certain matters expressed herein, we have relied upon and assumed the accuracy and completion of certificates and reports of various state authorities and public officials and of the Company.

     Based upon the foregoing and in reliance thereon and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that:

     1. when (i) specifically authorized for issuance by the Company’s Board of Directors or a duly authorized committee thereof (the “Common Stock Authorizing Resolution”) and (ii) the Additional Shares have been issued as contemplated in the Common Stock Authorizing Resolution against receipt by the Company of the consideration therefor provided in the Common Stock Authorizing Resolution, the Additional Shares will be validly issued, fully paid and non-assessable.

     Members of our firm are admitted to the Bar of the State of Nevada, and we do not express any opinion as to the laws of any other jurisdiction other than the laws of the State of Nevada and the United States federal laws. No opinion is expressed herein with respect to (i) the qualification of the Additional Shares under the securities or blue sky laws of any state or any foreign jurisdiction or (ii) the compliance with any federal or state law, rule or regulation relating to securities, or to the sale or issuance thereof. The Additional Shares may be issued from time to time on a delayed or continuous basis, but this opinion is limited to the laws, including the rules and regulations thereunder, as in effect on the date hereof.

     It is understood that this opinion is to be used only in connection with the offer and sale of the Additional Shares while the Registration Statement is in effect.

     Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and to the use of this Firm’s name therein and in the prospectus included therein under the caption “Legal Matters.” In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

GREENBERG TRAURIG, LLP

/s/ GREENBERG TRAURIG, LLP

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

Arcadia Resources, Inc.
Indianapolis, Indiana

We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement of our report dated July 14, 2009, relating to the consolidated financial statements and schedules of Arcadia Resources, Inc. appearing in the Company’s Annual Report on Form 10-K for the year ended March 31, 2009.

We also consent to the reference to us under the caption “Experts” in the Prospectus.

/s/ BDO Seidman, LLP   Troy, Michigan 
November 6, 2009