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): July 12, 2006

AMERICAN MOLD GUARD, INC.

(Exact name of registrant as specified in its charter)

California	001-32862	74-3077656
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

30200 Rancho Viejo Road, Suite G, San Juan Capistrano, California 92675

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (949) 240-5144

Not Applicable

(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

In connection with the previously reported resignation of Thomas C. Donnelly as a member of its Board of Directors, American Mold Guard, Inc. (the “Company”) received a Nasdaq Staff Deficiency letter on July 12, 2006 stating that the Company is not in compliance with the continued listing requirements for the Nasdaq Stock Market set forth in Marketplace Rule 4350(d)(2)(A) and Marketplace Rule 4350(c)(1).

A copy of the Nasdaq Staff Deficiency letter received by the Company is attached hereto as Exhibit 99.1.

Marketplace Rule 4350(d)(2)(A) requires the audit committee of each Nasdaq issuer to have at least three independent members on its Audit Committee (as defined by Marketplace Rule 4200(a)(15) and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934), at least one of whom is a financial expert. Marketplace Rule 4350(c)(1) requires that a majority of each Nasdaq issuer’s board of directors be comprised of a majority of independent directors as defined in Marketplace Rule 4200.

Due to Mr. Donnelly’s resignation, the Company’s Audit Committee is currently comprised of two independent members, one of whom satisfies the audit committee financial expert requirement. Further, following Mr. Donnelly’s resignation, the Company’s Board of Directors consists of six members, three of whom are independent.

Consistent with Marketplace Rule 4350(d)(4), and as confirmed by the Nasdaq Staff Deficiency letter, the Company has until the earlier of its next annual shareholders meeting or July 5, 2007 to appoint a new independent director to serve on its Board of Directors and to name a third independent director as a member of the Audit Committee in order to regain compliance with the requirements of Marketplace Rule 4350(d)(2)(A) and Marketplace Rule 4350(c)(1).

The Corporate Governance and Nominating Committee of the Company’s Board of Directors is working to identify and appoint a new candidate to serve on its Board of Directors who possess qualifications that will satisfy the applicable independence requirements and the Company expects to appoint an additional independent director who satisfies the Marketplace Rule requirements for serving on the Audit Committee. The Company expects to accomplish both of the foregoing referenced endeavors as soon as practicable, but no later than the expiration of the applicable cure period provided by Marketplace Rule 4350(d)(4).

The text of the Company’s press release relating to the Company’s receipt of the July 12, 2006 Nasdaq Staff Deficiency letter is filed with this report as Exhibit 99.2.

Item 9.01. Financial Statements and Exhibits

Exhibit 99.1	Letter from the Nasdaq Stock Market to American Mold Guard, Inc. dated July 12, 2006.
Exhibit 99.2	Text of the Company’s press release relating to the Company’s receipt of the July 12, 2006 Nasdaq Staff Deficiency letter, entitled “American Mold Guard, Inc. Receives Nasdaq Letter on Director Resignation” (filed herewith).

SIGNATURE

Pursuant to the requirements of the Securities and 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.
	By:	/s/ Thomas Blakeley
Date: July 14, 2006		Thomas Blakeley
		Chief Executive Officer

EX-99.1

Exhibit 99.1

THE NASDAQ STOCK MARKET   LISTING QUALIFICATIONS DEPARTMENT   9600 BLACKWELL ROAD   ROCKVILLE, MD 20850

By Facsimile and Regular Mail

July 12, 2006

Mr. Paul Bowman

Chief Financial Officer

American Mold Guard, Inc.

30200 Rancho Viejo Road, Suite G

San Juan Capistrano, California 92675

Re: American Mold Guard, Inc. (the “Company”)

Nasdaq Symbol: AMGI

Dear Mr. Bowman:

In a Form 8-K dated July 10, 2006, the Company reported that Thomas C. Donnelly, a director of the Company and member of the audit committee, resigned on July 5, 2006. As a result, the Company no longer complies with Nasdaq’s independent director and audit committee requirements as set forth in Marketplace Rule 4350.

Consistent with Marketplace Rules 4350(c)(1) and 4350(d)(4), the Company will be provided a cure period until the earlier of the Company’s next annual shareholders’ meeting or July 5, 2007, in order to regain compliance. The Company must submit to Nasdaq documentation, including biographies of any proposed directors, evidencing compliance with the rules no later than this date. In the event the Company does not regain compliance within this period, Staff will provide written notification that its securities will be delisted. At that time, the Company may appeal Staff’s determination to a Listing Qualifications Panel.

Marketplace Rule 4803(a) requires that the Company, as promptly as possible but no later than four business days from the receipt of this letter, make a public announcement through the news media which discloses receipt of this letter and the Nasdaq rules upon which it is based.¹ The Company must provide a copy of this announcement to Nasdaq’s MarketWatch Department, the Listing Qualifications Department, and the Listing Qualifications Hearings Department (the “Hearings Department”) at least

¹ Nasdaq cannot render advice to the Company with respect to the format or content of the public announcement. The following is provided only as a guide that should be modified following consultation with securities counsel: the Company received a Nasdaq Staff Deficiency Letter on (DATE OF RECEIPT OF STAFF DEFICIENCY LETTER) indicating that the Company fails to comply with the (STOCKHOLDERS’ EQUITY, MINIMUM BID PRICE, MARKET VALUE OF PUBLICLY HELD SHARES, etc.) requirement(s) for continued listing set forth in Marketplace Rule(s)                     .

Mr. Paul Bowman

July 12, 2006

Page 2

10 minutes prior to its public dissemination.² For your convenience, we have enclosed a list of news services.³

In the event the Company does not make the required public announcement, Nasdaq will halt trading in its securities.

Please be advised that Marketplace Rule 4803(a) does not relieve the Company of its disclosure obligation under the federal securities laws. In that regard, Item 3.01 of Form 8-K requires disclosure of the receipt of this notification within four business days.⁴ Accordingly, the Company should consult with counsel regarding its disclosure and other obligations mandated by law.

In addition, Nasdaq will broadcast an indicator over its market data dissemination network noting the Company’s non-compliance. The indicator will be displayed with quotation information related to the Company’s securities on Nasdaq.com, NasdaqTrader.com and by other third-party providers of market data information. Also, Nasdaq posts a list of all non-compliant Nasdaq companies and the reason(s) for such non-compliance on our website at www.nasdaq.com. The Company will be included in this list commencing five business days from the date of this letter.

If you have any questions, please contact Rachel Scherr, Senior Analyst, at (301) 978-8072.

Sincerely,

/s/ Randy Genau

Randy Genau

Associate Director

Nasdaq Listing Qualifications

² This notice should be provided to the attention of Nasdaq’s MarketWatch Department (telephone: 301/978-8500; facsimile: 301/978-8510), and to Nasdaq’s Listing Qualifications Department (facsimile: 301/978-4028) and the Hearings Department (telephone: 301/978-8071; facsimile: 301/978-8080), 9600 Blackwell Road, Rockviile, Maryland 20850.

³ The Company must ensure that the full text of the required announcement is disseminated publicly. The Company has not satisfied this requirement if the announcement is published as a headline only or if the news service determines not to publish the full text of the story.

⁴ See, SEC Release No. 34-49424.

News Services List

Dow Jones News Wire Spot	Bloomberg Business News	PR Newswire
News	Newsroom	810 7th Avenue, 35th Floor
Harborside Financial Center	P.O. Box 888	New York, NY 10019
600 Plaza Two	400 College Road East	(800) 832-5522
Jersey City, NJ 07311-3992	Princeton, NJ 08540-0888	(800) 793-9313 FAX
(201) 938-5400	(609) 750-4500
(201) 938-5600 FAX	(609) 897-8394 FAX
	(800) 444-2090
	Email: release@Bloomberg.net
Businesswire	Reuters	MarketWire
44 Montgomery Street	Corporate News Desk	5757 West Century Blvd.
39th Floor	3 Times Square	2nd Floor
San Francisco, CA 94104	New York, NY 10036	Los Angeles, CA 90045
(415) 986-4422	(646) 223-6000	(800) 774-9473
(415) 788-5335 FAX	(646) 223-6001 FAX	(310) 846-3701 FAX

EX-99.2

EXHIBIT 99.2

American Mold Guard, Inc. Receives Nasdaq Letter on Director Resignation

San Juan Capistrano, CA, July 14, 2006 – American Mold Guard, Inc. (Nasdaq: AMGI)(the “Company”), a provider of mold prevention services to the residential real estate construction industry, announced today that in connection with the previously announced resignation of Thomas C. Donnelly as a director, the Company has received a Nasdaq Staff Deficiency letter dated July 12, 2006 from the Nasdaq Stock Market indicating that the Company is not in compliance with the continued listing requirements for the Nasdaq Stock Market as set forth in Marketplace Rule 4350. Marketplace Rule 4350(c)(1) requires that a majority of the Company’s Board of Directors be comprised of independent directors. Marketplace Rule 4350(d)(2)(A) requires that the Company’s Audit Committee be comprised of at least three members, each of whom are independent.

Consistent with Marketplace Rule 4350(d)(4), and as confirmed by the Nasdaq Staff Deficiency letter, the Company has until the earlier of its annual shareholders meeting or July 5, 2007 to appoint another independent director to its Board of Directors and to name a third director as a member of the Audit Committee so that the Company regains compliance with the requirements of Marketplace Rule 4350.

The Company further announced today that the Corporate Governance and Nominating Committee of the Company’s Board of Directors will seek to identify a qualified replacement to fill the vacancies on the Board of Directors and the Audit Committee created by Mr. Donnelly’s resignation. “While we regret Mr. Donnelly’s resignation, we are confident that our Board of Directors will fill the resulting vacancies within the timeframe required by the Nasdaq Marketplace Rules and that this will not in any way disturb the Company’s Nasdaq Stock Market listing,” said Thomas Blakeley, the Company’s Chairman and Chief Executive Officer.

The Company will file a Current Report on Form 8-K later today that includes a copy of the Nasdaq Stock Market’s letter as an exhibit.

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, Florida and Louisiana. Its customers include many of the largest national and regional home builders. Visit: www.americanmoldguard.com

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. In particular, American Mold Guard makes no representations that the closing for the securities underlying the over-allotment option will occur. 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 Securities and Exchange Commission.

Contact:

Media:

Kitchen Public Relations LLC

Anne Steinberg, 212-687-8999

anne@kitchenpr.com

OR

Greg Jones, 212-687-8999

gjones@kitchenpr.com

OR

Investor Relations:

Investor Awareness, Inc.

Tony Schor/Lindsay Kenoe, 847-945-2222

www.investorawareness.com

OR

American Mold Guard, Inc.

Paul Bowman, 949-240-5144

pbowman@americanmoldguard.com