##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10Q
 
 þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
 For the quarterly period ended June 30, 2005
 OR
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the Transition period from  to
 Commission file number 00031249
 ARCADIA RESOURCES, INC.
  NEVADA
    
    880331369(State or other jurisdiction of
incorporation or organization)
    
    (I.R.S. Employer I.D. Number)26777 CENTRAL PARK BLVD., SUITE 200
SOUTHFIELD, MI
    
    48076(Address of principal executive offices)
    
    Zip Code
  þ o
 o þ




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Table of Contents
 Page No.Part I: Financial InformationItem 1. Financial Statements
    
    
    3Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    17Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    22Item 4. Controls and Procedures
    
    
    22Part II: Other InformationItem 1. Legal Proceedings
    
    
    23Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    23Item 3. Defaults Upon Senior Securities
    
    
    23Item 4. Submission of Matters to a Vote of Security Holders
    
    
    23Item 5. Other Information
    
    
    24Item 6. Exhibits
    
    
    24Signatures
    
    
    24Section 302 Certification of Chief Executive OfficerSection 302 Certification of Principal Accounting & Financial OfficerSection 906 Certification of Chief Executive OfficerSection 302 Certification of Principal Accounting & Financial Officer
  2




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##### Table of Contents



PART I: Financial Information
 
 Item 1. Financial Statements
    3




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##### Table of Contents



Arcadia Resources, Inc.
 Consolidated Balance Sheets
 June 30,
    
    March 31,2005
    
    2005(Unaudited)
    
    (Audited)Assets (Note 7)Current AssetsCash
    
    $
    2,731,011
    
    
    $
    1,412,268Accounts receivable, net of allowance of $2,152,000 and $1,692,000, respectively
    
    
    22,913,088
    
    
    
    21,453,424Inventory, net of allowance of $40,000 and $80,000
    
    
    713,670
    
    
    
    664,269Prepaid expenses and other current assets
    
    
    1,892,417
    
    
    
    876,523Income taxes receivable (Note 11)
    
    
    353,802
    
    
    
    130,000Total Current Assets
    
    
    28,603,988
    
    
    
    24,536,484Fixed AssetsEquipment
    
    
    2,964,004
    
    
    
    2,033,919Software
    
    
    257,748
    
    
    
    251,446Furniture and fixtures
    
    
    500,701
    
    
    
    376,095Vehicles
    
    
    318,188
    
    
    
    205,080Leasehold improvements
    
    
    346,337
    
    
    
    196,3374,386,978
    
    
    
    3,062,877Accumulated depreciation and amortization
    
    
    (945,499
    )
    
    
    (787,899
    )Net Fixed Assets
    
    
    3,441,479
    
    
    
    2,274,978Other Assets (Note 4)Goodwill
    
    
    23,976,205
    
    
    
    15,704,743Trade name, net of accumulated amortization of $311,000 and $244,000
    
    
    7,688,890
    
    
    
    7,755,556Customer relationships, net of accumulated amortization of $389,000 and $306,000
    
    
    4,611,112
    
    
    
    4,694,444Technology, net of accumulated amortization of $296,000 and $232,000
    
    
    464,446
    
    
    
    527,778Deferred financing costs, net of accumulated amortization of $384,000 and $231,000
    
    
    295,996
    
    
    
    99,099Total Other Assets
    
    
    37,036,649
    
    
    
    28,781,620$
    69,082,116
    
    
    $
    55,593,082Liabilities and Stockholders EquityCurrent LiabilitiesLine of credit, current portion (Note 7)
    
    $
    1,181,359
    
    
    $
    1,150,186Accounts payable and checks issued against future deposits
    
    
    3,130,022
    
    
    
    1,649,551Accrued expenses:Compensation and related taxes
    
    
    2,113,840
    
    
    
    1,959,964Commissions
    
    
    489,367
    
    
    
    551,873Other
    
    
    637,600
    
    
    
    592,188Accrued Interest
    
    
    462,413
    
    
    
    263,787Payable to affiliated agencies, current portion (Note 5)
    
    
    2,816,883
    
    
    
    1,612,715Long-term debt, current portion (Note 6)
    
    
    10,994,142
    
    
    
    6,723,830Total Current Liabilities
    
    
    21,825,626
    
    
    
    14,504,094Payable to affiliate, less current portion (Note 5)
    
    
    461,200
    
    
    
    615,544Long-term debt, less current portion (Note 6)
    
    
    912,145
    
    
    
    546,572Line of credit, less current portion (Note 7)
    
    
    15,926,817
    
    
    
    14,404,404Total Liabilities
    
    
    39,125,788
    
    
    
    30,070,614Commitments and Contingencies (Notes 6, 7 and 14)Stockholders Equity (Note 8)Common stock $.001 par value, 150,000,000 shares authorized, 93,405,404 and
90,413,662 shares issued and outstanding, respectively
    
    
    93,405
    
    
    
    90,414Additional paid-in capital
    
    
    39,242,290
    
    
    
    33,516,506Treasury stock, 135,330 and 112,109 shares, respectively
    
    
    (231,225
    )
    
    
    (187,375
    )Accumulated deficit
    
    
    (9,148,142
    )
    
    
    (7,897,077
    )Total Stockholders Equity
    
    
    29,956,328
    
    
    
    25,522,468$
    69,082,116
    
    
    $
    55,593,082
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Arcadia Resources, Inc.
 Consolidated Statements of Operations
(Unaudited)
 Successor
    
    PredecessorQuarter
    
    Period From
    
    Period FromEnded
    
    May 10, 2004 to
    
    April 1, 2004 toJune 30, 2005
    
    June 30, 2004
    
    May 9, 2004Net Sales (Note 15)
    
    $
    30,739,040
    
    
    $
    13,621,057
    
    
    $
    9,486,601Cost of Sales
    
    
    20,843,022
    
    
    
    9,699,093
    
    
    
    6,905,998Gross Profit
    
    
    9,896,018
    
    
    
    3,921,964
    
    
    
    2,580,603General and Administrative Expenses
    
    
    9,773,432
    
    
    
    3,818,740
    
    
    
    2,101,381Impairment of Goodwill
    
    
    
    
    
    
    
    
    
    
    16,055Depreciation and Amortization
    
    
    414,975
    
    
    
    
    
    
    
    Operating Income (Loss)
    
    
    (292,389
    )
    
    
    103,224
    
    
    
    463,167Other ExpensesInterest expense , net
    
    
    474,895
    
    
    
    244,282
    
    
    
    Amortization of debt discount (Note 6)
    
    
    423,781
    
    
    
    35,234
    
    
    
    Total Other Expenses
    
    
    898,676
    
    
    
    279,516
    
    
    
    Net Income (Loss) Before Income Tax Expense
    
    
    (1,191,065
    )
    
    
    (176,292
    )
    
    
    463,167Income Tax Expense (Benefit) (Note 11)
    
    
    60,000
    
    
    
    (60,000
    )
    
    
    Net Income (Loss)
    
    $
    (1,251,065
    )
    
    $
    (116,292
    )
    
    $
    463,167Unaudited pro forma amounts to reflect pro forma Income
Taxes from tax status change
    
    
    
    
    
    
    
    
    
    
    158,000Pro Forma Income After Income Tax from tax status change
    
    
    
    
    
    
    
    
    
    $
    305,167Income (Loss) Per Share (Note 9):Basic
    
    $
    (0.02
    )
    
    $
    0.00
    
    
    $
    0.49Diluted
    
    $
    (0.02
    )
    
    $
    0.00
    
    
    $
    0.49Proforma Income Per Share:Basic
    
    
    
    
    
    
    
    
    
    $
    0.32Diluted
    
    
    
    
    
    
    
    
    
    $
    0.32Weighted average number of shares (in thousands):Basic
    
    
    82,486
    
    
    
    67,023
    
    
    
    948Diluted
    
    
    82,486
    
    
    
    67,023
    
    
    
    948
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Arcadia Resources, Inc.
 Consolidated Statements of Cash Flows
(Unaudited)
 Period from
    
    Period fromQuarter
    
    May 10, 2004
    
    April 1, 2004Ended
    
    To
    
    ToJune 30, 2005
    
    June 30, 2004
    
    May 9, 2004CASH FLOWS FROM OPERATING ACTIVITIESNet Income (Loss)
    
    $
    (1,251,065
    )
    
    $
    (116,292
    )
    
    $
    463,167Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities net of impact of acquisitions:Provision for bad debts
    
    
    191,824
    
    
    
    67,333
    
    
    
    42,192Depreciation and amortization
    
    
    285,472
    
    
    
    123,554
    
    
    
    77Amortization of debt discount and deferred financing costs
    
    
    576,884
    
    
    
    41,933
    
    
    
    Issuance of stock for services
    
    
    2,000
    
    
    
    
    
    
    
    Amortization of intangibles
    
    
    213,330
    
    
    
    
    
    
    
    Impairment of goodwill
    
    
    
    
    
    
    
    
    
    
    16,055Accrual of stock option expense
    
    
    87,612
    
    
    
    
    
    
    
    Recording of expected release of stock from escrow
    
    
    410,000
    
    
    
    
    
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    (981,908
    )
    
    
    35,611
    
    
    
    (692,193
    )Inventory
    
    
    (48,600
    )
    
    
    (39,101
    )
    
    
    Prepaid expenses and other current assets
    
    
    (741,772
    )
    
    
    (70,296
    )
    
    
    27,903Income taxes receivable
    
    
    (223,802
    )
    
    
    
    
    
    
    Checks issued against future deposits
    
    
    
    
    
    
    (850,125
    )
    
    
    (314,025
    )Accounts payable
    
    
    1,128,339
    
    
    
    227,143
    
    
    
    42,823Accrued expenses and other current liabilities
    
    
    (250,980
    )
    
    
    (548,723
    )
    
    
    (301,999
    )Due to affiliated agencies
    
    
    (186,156
    )
    
    
    (161,122
    )
    
    
    170,915NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
    
    
    (788,822
    )
    
    
    (1,290,085
    )
    
    
    (545,085
    )CASH FLOWS FROM INVESTING ACTIVITIESPurchases of businesses
    
    
    (2,429,058
    )
    
    
    
    
    
    
    (157,500
    )(Purchases) sales of property and equipment
    
    
    (1,246,004
    )
    
    
    1,779
    
    
    
    NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
    
    
    (3,675,062
    )
    
    
    1,779
    
    
    
    (157,500
    )CASH FLOWS FROM FINANCING ACTIVITIESProceeds from issuance of convertible note payable
    
    
    5,000,000
    
    
    
    
    
    
    
    Proceeds from issuance of common stock
    
    
    1,980,065
    
    
    
    
    
    
    
    Net (payments) drawn on line of credit
    
    
    (382,576
    )
    
    
    241,864
    
    
    
    Payments on acquisition debt
    
    
    (656,891
    )
    
    
    (5,657,109
    )
    
    
    Payments on other long-term notes payable
    
    
    (157,971
    )
    
    
    (258,147
    )
    
    
    Cash acquired with reverse merger
    
    
    
    
    
    
    7,536,180
    
    
    
    Advances from stockholder
    
    
    
    
    
    
    
    
    
    
    702,585NET CASH PROVIDED BY FINANCING ACTIVITIES
    
    
    5,782,627
    
    
    
    1,862,788
    
    
    
    702,585NET INCREASE IN CASH AND EQUIVALENTS
    
    
    1,318,743
    
    
    
    574,482
    
    
    
    CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    
    
    1,412,268
    
    
    
    
    
    
    
    CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    2,731,011
    
    
    $
    574,482
    
    
    $
    Supplementary information:Cash paid during the period for:Interest paid
    
    $
    291,145
    
    
    $
    244,282
    
    
    
    Income taxes
    
    
    267,773
    
    
    
    
    
    
    
    Non cash investing activities:Issuance of common stock for the purchase of 5 entities
    
    $
    2,586,925
    
    
    
    
    
    
    
    Non cash financing activities:Debt issue discount
    
    $
    618,323
    
    
    
    
    
    
    
    Exercise of cashless warrants
    
    
    43,762
    
    
    
    
    
    
    
    
 6




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Arcadia Resources, Inc. and Subsidiaries
 Summary of Accounting Policies (Unaudited)
        7




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8




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Arcadia Resources, Inc. and Subsidiaries
 Notes to Consolidated Financial Statements (Unaudited)
 NOTE 1  BASIS OF PRESENTATION OF CONSOLIDATED FINANCIAL STATEMENTS AND DESCRIPTION OF
BUSINESS
   MERGER, RECAPITALIZATION AND CHANGE IN REGISTRANT NAME
    NOTE 2  DESCRIPTION OF BUSINESS
  9




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NOTE 3  EMPLOYEE BENEFIT PLANS
  NOTE 4  ACQUISITIONS AND RELATED INTANGIBLE
  (in thousands)Description of assets and (liabilities) purchased:Current and other assets
    
    $
    1,007Fixed assets
    
    
    206Intangibles and goodwill
    
    
    8,271Liabilities
    
    
    (4,405
    )Total assets and liabilities acquired
    
    $
    5,079
      10




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NOTE 5  AFFILIATED AGENCIES PAYABLE
   NOTE 6  LONG-TERM DEBT
  Note payable dated September 10, 2004 bearing interest at the rate of 6% per
year. The note is unsecured and was payable in full with interest by June 21,
2005, yet the payment date was extended per the original terms to September 21,
2005 at an interest rate of 12% during the extension period. The lender also
received warrants to purchase up to 3,150,000 shares of common stock at $0.95
per share which expire on September 21, 2009.
    
    $
    5,000,000Convertible promissory note dated April 27, 2005 with a term due May 1, 2006 and
providing for quarterly interest payments at 12% annual interest. Noteholder may
convert the outstanding balance into shares of the Companys common stock at the
rate of one (1) share of common stock per $2.25 of outstanding debt. The note is
unsecured and shares issuable upon conversion of the Note carry registration
rights. The $5,000,000 convertible promissory note is shown net of debt
discount of $509,404 at June 30, 2005.
    
    
    4,490,596Purchase price payable to the selling stockholders of Trinity Healthcare of
Winston-Salem, Inc. (Trinity) dated September 23, 2004, bearing simple
interest of 8% per year payable in equal quarterly payments of principal and
interest beginning January 15, 2005, due October 15, 2006. The note payable is
unsecured and interest began accruing on January 15, 2005.
    
    
    566,349Note payable to the selling stockholders of Trinity dated January 15, 2005,
bearing simple interest of 8% per year with equal payments due quarterly
beginning April 15, 2005. This note payable is unsecured and is due January 15,
2006.
    
    
    248,246Note payable due by July 1, 2006, bearing simple interest of 12%. This note
payable is unsecured and interest payments only are due monthly.
    
    
    275,000
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Note payable to the selling stockholders of Beacon Respiratory Services, Inc.
dated January 1, 2005, bearing simple interest of 8% per year with equal
payments due quarterly beginning April 1, 2005 due January 1, 2006 (See Notes 4
and 12). This note payable is secured by 33% of the outstanding shares of the
Beacon companies.
    
    
    112,500Purchase price escrowed to the selling stockholders of Beacon Respiratory
Services, Inc. dated January 1, 2005, payable on January 1, 2006 (See Notes 4
and 12) secured by 16.33% of the outstanding shares of the Beacon companies.
    
    
    150,000Purchase price payable to United Health Care Services, Inc., payable in 2 equal
semi-annual payments due on October 7, 2006 and April 7, 2006 bearing simple
interest of 5%.
    
    
    100,000Purchase price payable (non-interest bearing) to HealthLink, payable in 12 equal
monthly installments of $6,700 plus a final payment of $80,000 due May 13,
2006.
    
    
    154,100Other interest-bearing obligations to be paid over time based on respective terms
    
    
    809,496Less  Current portion of long-term debt
    
    
    (10,994,142
    )LONG-TERM DEBT
    
    $
    912,145
 NOTE 7  LINES OF CREDIT
      12




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NOTE 8  STOCKHOLDERS EQUITY
        13




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NOTE 9  OPERATING LEASES
  Year ending March 31:2006
    
    $
    810,0002007
    
    
    700,0002008
    
    
    597,0002009
    
    
    94,000Total
    
    $
    2,201,000
 NOTE 10  STOCK-BASED COMPENSATION
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NOTE 11  INCOME TAXES
   NOTE 12  RELATED PARTY TRANSACTIONS
    NOTE 13  SUBSEQUENT EVENTS
   15




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NOTE 14  CONTINGENCIES
      Quarter ended
    
    Quarter ended(in thousands)
    
    June 30, 2005
    
    June 30, 2004Net Revenues:Services
    
    $
    26,750
    
    
    $
    22,398Products
    
    
    3,989
    
    
    
    710Total Revenues
    
    
    30,739
    
    
    
    23,108Operating Income (Loss):Services
    
    
    1,230
    
    
    
    1,090Products
    
    
    352
    
    
    
    (430
    )Unallocated Corporate Overhead
    
    
    (1,874
    )
    
    
    (94
    )Total Operating Income
    
    
    (292
    )
    
    
    566Interest Expense
    
    
    475
    
    
    
    244Amortization of Debt Discount
    
    
    424
    
    
    
    35Net Income (Loss) before Income Tax Expense
    
    
    (1,191
    )
    
    
    287Income Tax Expense (Benefit)
    
    
    60
    
    
    
    (60
    )Net Income (Loss)
    
    $
    (1,251
    )
    
    $
    347
 16




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 General
     Overview
  17




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Results of Operations
 Quarter Ended June 30, 2005 Compared to Quarter Ended June 30, 2004
   Successor
    
    Successor
    
    PredecessorPeriod From
    
    Period FromQuarter
    
    May 10, 2004
    
    April 1, 2004Ended
    
    To
    
    ToConsolidated Statements of Operations (in thousands)
    
    June 30, 2005
    
    June 30, 2004
    
    May 9, 2004Net Sales
    
    $
    30,739
    
    
    $
    13,621
    
    
    $
    9,487Cost of Sales
    
    
    20,843
    
    
    
    9,699
    
    
    
    6,906Gross Profit
    
    
    9,896
    
    
    
    3,922
    
    
    
    2,581General and Administrative Expenses
    
    
    9,773
    
    
    
    3,819
    
    
    
    2,102Impairment of Goodwill
    
    
    0
    
    
    
    
    
    
    
    16Depreciation and Amortization
    
    
    535
    
    
    
    
    
    
    
    Operating Income (Loss)
    
    
    (292
    )
    
    
    103
    
    
    
    463Other Expenses Other (Income)Interest Expense (Income), Net
    
    
    475
    
    
    
    244
    
    
    
    Amortization of Debt Discount
    
    
    424
    
    
    
    35
    
    
    
    Total Other Expenses
    
    
    899
    
    
    
    279
    
    
    
    Net Income (Loss) Before Income Tax Expense
    
    
    (1,191
    )
    
    
    (176
    )
    
    
    463Income Tax Expense (Benefit)
    
    
    60
    
    
    
    (60
    )
    
    
    Net Income (Loss)
    
    $
    (1,251
    )
    
    $
    (116
    )
    
    $
    463
  Increase from prior
    
    Increase from sameNet sales by quarter:
    
    (in millions)
    
    quarter
    
    quarter prior yearFirst quarter ended June 30, 2004*
    
    $
    23.1
    
    
    
    11.5
    %
    
    
    26.9
    %Second quarter ended September 30, 2004
    
    
    25.5
    
    
    
    10.4
    %
    
    
    30.5
    %Third quarter ended December 31, 2004
    
    
    28.1
    
    
    
    10.2
    %
    
    
    41.4
    %Fourth quarter ended March 31, 2005
    
    
    28.6
    
    
    
    1.8
    %
    
    
    38.1
    %First quarter ended June 30, 2005
    
    
    30.7
    
    
    
    7.4
    %
    
    
    33.0
    %
 
 *
    
    Includes results from the predecessor entity 18




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Liquidity and Capital Resources
  Successor
    
    Successor
    
    PredecessorSUMMARY CONSOLIDATED
    
    Quarter
    
    Period from May 10,
    
    Period from April 1,STATEMENTS OF CASH
    
    ended
    
    2004 to June 30,
    
    2004 to May 9,FLOWS (in millions)
    
    June 30, 2005
    
    2004
    
    2004Net income (loss)
    
    $
    (1.3
    )
    
    $
    (0.1
    )
    
    $
    0.5Net cash provided by (used in) operating activities
    
    
    (0.8
    )
    
    
    (1.3
    )
    
    
    (0.5
    )Net cash provided by (used in) investing activities
    
    
    (3.7
    )
    
    
    (0.0
    )
    
    
    (0.4
    )Net cash provided by (used in) financing activities
    
    
    5.8
    
    
    
    1.9
    
    
    $
    0.7Net increase in cash and cash equivalents
    
    $
    1.3
    
    
    $
    0.6
    
    
    
    Cash and cash equivalents at the end of the period
    
    $
    2.7
    
    
    $
    0.6
    
    
    
    
   20




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Contractual Obligations and Commercial Commitments
  Payments due by March 31,Total
    
    2006
    
    2007
    
    2008
    
    2009
    
    2010Operating Leases
    
    $
    2,201,121
    
    
    $
    809,915
    
    
    $
    700,177
    
    
    $
    597,146
    
    
    $
    93,883
    
    
    $
    Debt Maturities *
    
    
    28,139,153
    
    
    
    8,188,877
    
    
    
    19,874,131
    
    
    
    47,616
    
    
    
    20,514
    
    
    
    8,715Employment Agreements
    
    
    995,834
    
    
    
    516,667
    
    
    
    414,167
    
    
    
    65,000
    
    
    
    
    
    
    
    Interest Expense
    
    
    2,190,362
    
    
    
    2,028,202
    
    
    
    162,160
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    33,526,470
    
    
    $
    11,543,661
    
    
    $
    21,150,635
    
    
    $
    709,762
    
    
    $
    114,397
    
    
    $
    8,715
 
 *
    
 An additional convertible note payable of $5 million entered into in April 2005 has been added to
this line item. 
 Item 3. Quantitative and Qualitative Disclosures About Market Risk.
  
 Item 4. Controls and Procedures.
 Disclosure Controls and Procedures.
 Changes in Internal Controls .
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##### Table of Contents



Part II: Other Information
 
 Item 1. Legal Proceedings.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
         
 Item 3. Defaults Upon Senior Securities.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
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##### Table of Contents



Item 5. Other Information.
  
 Item 6. Exhibits.
  
 SIGNATURES
  August 15, 2005
    
    By:
    
    /s/ John E. Elliott, IIJohn E. Elliott, IIChairman and Chief Executive Officer(Principal Executive Officer)August 15, 2005
    
    By:
    
    /s/ Rebecca R. IrishRebecca R. IrishSecretary and Chief Financial Officer(Principal Financial and Accounting Officer)
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##### Table of Contents



EXHIBIT INDEX
  ExhibitNo.
    
    Exhibit Description31.1
    
    Certification of the Chief Executive Officer required by rule 13a  14(a) or rule 15d  14(a).31.2
    
    Certification of the Principal Accounting and Financial Officer required by rule 13a  14(a)
or rule 15d  14(a).32.1
    
    Chief Executive Officer Certification Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to
§206 of the Sarbanes  Oxley Act of 2002.32.2
    
    Principal Accounting and Financial Officer Certification Pursuant to 18 U.S.C. §1350, as
Adopted Pursuant to §206 of the Sarbanes  Oxley Act of 2002.
 25