OMB
APPROVAL
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OMB
Number: 3235-0145
Expires:
February 28, 2009
Estimated
average burden hours per response.............14.5
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CUSIP
No 04010E
10 9
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Page
2 of 6
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(1) Names
of
Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Joel
M. Canino
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(2) Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
o
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(3)
SEC
Use Only
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(4) Source
of Funds (See Instructions)
SC
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(5) Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or
2(e) o
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(6) Citizenship
or Place of Organization
USA
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Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With
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(7)
Sole
Voting
Power 1,650,333
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(8) Shared
Voting Power 0
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(9)
Sole
Dispositive Power 1,650,333
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(10) Shared
Dispositive Power 0
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(11) Aggregate
Amount Beneficially Owned by Each Reporting Person
1,650,333
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(12) Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
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(13) Percent
of Class Represented by Amount in Row (11)
14.9%
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(14) Type
of Reporting Person (See Instructions)
IN
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(a) |
This
Statement is being filed by Joel M. Canino (“Canino”).
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(b)
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The
business address of Canino is Gemma Power Systems, LLC, 2461 Main
Street,
Glastonbury, CT 06033.
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(c)
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Canino
is a senior executive and Vice Chairman of the Board of Gemma
Power Systems, LLC, a Connecticut limited liability company having
its
principal office located at 2461 Main Street, Glastonbury, CT
06033.
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(d)-(e) |
Canino
has not, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors),
or been
a party to a civil proceeding of a judicial or administrative body
of
competent jurisdiction resulting in a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or state securities laws or finding any violation
with
respect to such laws.
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(f)
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Canino
is a citizen of the United States.
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(a)
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The
acquisition by any person of additional securities of the Issuer,
or the
disposition of securities of the
Issuer;
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(b)
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An
extraordinary corporate transaction, such as a merger, reorganization
or
liquidation involving the Issuer or any of its
subsidiaries;
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(c)
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A
sale or transfer of a material amount of assets of the Issuer or
any of
its subsidiaries;
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(d)
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Any
change in the present Board of Directors or management of the Issuer,
including any plans or proposals to change the number of or term
of
directors or to fill any existing vacancies on the
Board;
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(e)
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Any
material change in the present capitalization or dividend policy
of the
Issuer;
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(f)
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Any
other material change in the Issuer’s business or corporate structure;
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(g)
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Changes
in the Issuer’s charter, by-laws, or instruments corresponding thereto or
other actions that may impede the acquisition of control of the Issuer
by
any person;
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(h)
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Causing
a class of the securities of the Issuer to be delisted from a national
securities exchange or cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
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(i)
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A
class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Securities Act
of
1933, as amended; or
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(j) |
Any
action similar to any of those listed
above.
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1.
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Membership
Interest Purchase Agreement, dated as of December 8, 2006, by and
among,
Argan, Inc., Gemma Power Systems, LLC, Gemma Power, Inc., Gemma Power
Systems California, William F. Griffin, Jr. and Joel M.
Canino.*
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2.
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Stock
Purchase Agreement, dated as of December 8, 2006, by and among Argan,
Inc., Gemma Power Systems, LLC, Gemma Power, Inc., Gemma Power Systems
California, William F. Griffin, Jr. and Joel M.
Canino.**
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*
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Incorporated
by reference to Exhibit 10.1 to the Form 8-K filed with the Securities
and
Exchange Commission on December 14,
2006.
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**
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Incorporated
by reference to Exhibit 10.2 to the Form 8-K filed with the Securities
and
Exchange Commission on December 14,
2006.
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Dated as of December 19, 2006 | ||
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By: | /s/ Joel M. Canino | |
Joel
M. Canino
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