Prepared By R.R. Donnelley Financial -- Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): 11/27/2007

American Mold Guard, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 001-32862

California		74-3077656
(State or other jurisdiction of		(IRS Employer
incorporation)		Identification No.)

30270 Rancho Viejo Road, Suite E, San Juan Capistrano, California 92675

(Address of principal executive offices, including zip code)

949-240-5144

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On November 27, 2007, American Mold Guard, Inc. (the"Company") received written notification (the "Notice") from The Nasdaq Stock Market ("Nasdaq") that the bid price of its common stock for the last 30 consecutive trading days had closed below the minimum $1.00 per share (the "Minimum Price Requirement") required for continued listing under Nasdaq Marketplace Rule 4310(c)(4) (the "Rule"). Pursuant to Nasdaq Marketplace Rule 4310(c)(8)(D), the Company has been provided an initial period of 180 calendar days, or until May 27, 2008, to regain compliance. The Notice states that the Nasdaq staff (the "Staff") will provide written notification that the Company has achieved compliance with the Rule if at any time before May 27, 2008, the bid price of the Company's common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, although the Notice also states that the Staff has the discretion to require compliance for a period in excess of 10 consecutive business days, but generally no more than 20 consecutive business days, under certain circumstances.

If the Company cannot demonstrate compliance with the Rule by May 27, 2008, the Staff will determine whether the Company meets the Nasdaq Capital Market initial listing criteria set forth in Marketplace Rule 4310(c), except for the bid price requirement. If the Company meets the initial listing criteria, the Staff will notify the Company that it has been granted an additional 180 calendar day compliance period. If the Company is not eligible for an additional compliance period, the Staff will provide written notice that the Company's securities will be delisted. At that time, the Company may appeal the Staff's determination to delist its securities to a Listing Qualifications Panel.

Item 9.01. Financial Statements and Exhibits

Signature(s)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		American Mold Guard, Inc.


Date: November 30, 2007	By:	/s/ Paul Bowman
		Paul Bowman
		Chief Financial Officer

Exhibit Index

Exhibit No.		Description
EX-99.1		Text of the Company's press release relating to the Company's receipt of the November 27, 2007 Nasdaq Staff Deficiency letter, which is entitled "American Mold Guard Receives Nasdaq Deficiency Letter on Minimum Bid Price Requirement."

EX-99.1 2 rrd180101_22458.htm TEXT OF THE COMPANY'S PRESS RELEASE RELATING TO THE COMPANY'S RECEIPT OF THE NOVEMBER 27, 2007 NASDAQ STAFF DEFICIENCY LETTER, WHICH IS ENTITLED "AMERICAN MOLD GUARD RECEIVES NASDAQ DEFICIENCY LETTER ON MINIMUM BID PRICE REQUIREMENT." American Mold Guard, Inc American Mold Guard, Inc. Receives Nasdaq Deficiency Letter on Minimum Bid Price Requirement

SAN JUAN CAPISTRANO, Calif., November 30, 2007 (PRIME NEWSWIRE) - American Mold Guard, Inc. (NASDAQCM: AMGI - News)(the "Company"), a provider of mold prevention services to the new construction industry, focusing principally on multi-family and single family residential new construction, announced today that it has received a Nasdaq Staff Deficiency letter dated November 27, 2007 from the Nasdaq Stock Market indicating that the Company has failed to satisfy the continued listing requirements for the Nasdaq Stock Market as set forth in Marketplace Rule 4310(c)(4). Marketplace Rule 4310(c)(4) requires that the Company's common stock must have a minimum bid price per share of $1.00 in order for the Company's common stock to continue to be listed on the Nasdaq Capital Market.

Consistent with Marketplace Rule 4310(c)(8)(D), and as confirmed by the Nasdaq Staff Deficiency letter, the Company has until May 27, 2008 to regain compliance with the requirements of Marketplace Rule 4310(c)(4). The Company may regain compliance with the requirements of Marketplace Rule 4310(c)(4) if the Company's common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days.

The Company will file a Current Report on Form 8-K later today further reporting the matters discussed in this press release.

About American Mold Guard, Inc.

Founded in 2002, American Mold Guard, Inc. is an industry leader in the field of mold prevention services. Its services are primarily focused on the residential real estate construction industry in California, Texas and Florida. Its customers include many of the largest national and regional homebuilders. Visit: www.americanmoldguard.com

Forward-Looking Statements
Statements in this press release that are not statements of historical or current fact constitute "forward-looking statements." Such forward-looking statements involve known and unknown risks, uncertainties and other unknown factors that could cause the Company's actual operating results to be materially different from any historical results or from any future results expresses or implied by such forward-looking statements. In addition to statements that explicitly describe these risks and uncertainties, readers are urged to consider statements that contain terms such as "believes," "belief," "expects," "expect," "intends," "intend," "anticipate," "anticipates," "plans," "plan," to be uncertain and forward-looking. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in the Company's filings with Sec urities and Exchange Commission.

At the Company: Investor Relation Contact

Paul Bowman
Chief Financial Officer
(949) 240-5144
pbowman@americanmoldguard.com

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