UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~ Form 8-K

~~CURRENT~~ Current ~~REPORT~~Report

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

~~Securities~~ Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~earliest event reported): 01/24/2007

~~Date~~ ofAmerican ~~Report~~Mold ~~(Date of earliest event reported): July 12~~Guard, ~~2006~~Inc.

AMERICAN MOLD GUARD, INC.

(Exact name of registrant as specified in its charter)

California		001-32862		74-3077656
(State or Other Jurisdictionof Incorporation)		(CommissionFile Number)		(I.R.S. EmployerIdentification No.)

Commission File Number: 001-32862

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

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

(Address of principal executive offices), ~~(Zip~~including ~~Code)~~zip code)

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

~~Not~~ (Registrant’s ~~Applicable~~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))

¨ Information ~~Soliciting material pursuant~~ to ~~Rule~~be ~~14a-12~~included ~~under~~in the ~~Exchange Act (17 CFR 240.14a-12)~~report

¨ Item ~~Pre-commencement~~1.01. Entry ~~communications~~into ~~pursuant~~a toMaterial ~~Rule~~Definitive ~~14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~Agreement

¨ On ~~Pre-commencement~~January ~~communications~~24, 2007, Americdan Mold Guard, Inc. (the "Company") entered into an Office Lease Agreement (the "Lease")with Mitchell Land and Improvement Company, Inc. (the "Landlord")pursuant to ~~Rule~~which ~~13e-~~the Company will lease approximately 4,500 square feet of office space in the building known as Capistrano Plaza, 30270 Rancho Viejo Road, Suite C and E, San Juan Capistrano, California 92675 (cthe "Leased Premises"). The ~~under~~Company will be relocating its corporate headquarters to the ~~Exchange~~Leased ~~Act~~Premises. The ~~(17~~lease ~~CFR~~term ~~240~~commences 30 days from the date the Leased Premises is tendered to the Company with a targeted commencement date of April 1, 2007.~~13e-4~~The Lease has an initial term of three years. The base annual rent for the Leased Premises will initially be $129,600 and will increase each anniversary by four percent (c4%)). The Company is required to provide a security deposit of $11,681.28.The Lease contains customary representations, warranties and covenants. In the event of a default by the Company udner the Lease, Landlord has the right to terminate the Lease and take possession of the Leased Premises.The foregoing summary of the Lease is qualified in its entirety by the text of the Lease which will be filed as an exhibit to the Annual Report on Form 10-K for the period ended December 31, 2007.

~~Item~~ Signature(s) ~~3.01. Notice of Delisting or Failure to Satisfy A Continued Listing Rule or Standard, Transfer of Listing~~

In Pursuant ~~connection~~to ~~with~~ the ~~previously~~requirements ~~reported resignation~~ of ~~Thomas~~the C.Securities ~~Donnelly~~Exchange asAct ~~a member~~ of ~~its Board of Directors~~1934, ~~American~~the ~~Mold~~registrant ~~Guard,~~has ~~Inc.~~duly ~~(the “Company”)~~caused ~~received~~this areport ~~Nasdaq~~to ~~Staff~~be ~~Deficiency~~signed ~~letter~~ on ~~July 12,~~its ~~2006~~behalf ~~stating~~by ~~that~~ the ~~Company~~undersigned ~~is not in compliance with the continued listing requirements for the Nasdaq Stock Market set forth in Marketplace Rule 4350(d)(2)(A) and~~hereunto ~~Marketplace~~duly ~~Rule 4350(c)(1)~~authorized.

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

		American Mold Guard, Inc.


Date: January 29, 2007	By:	/s/ Thomas Blakeley
		Thomas Blakeley
		Chief Executive Officer

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

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