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): May 4, 2009

ALLEGRO BIODIESEL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

0-21982

(Commission File Number)

20-5748331

(IRS Employer

Identification No.)

6033 West Century Boulevard, Suite 1090, Los Angeles, California 90045

(Address of principal executive offices)

Registrant’s telephone number, including area code: (310) 670-2093

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 Allegro under any of the following provisions (see General Instruction A.2.below):

[__] 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 4.01. Changes in Registrant’s Certifying Accountant.

(a) Resignation of independent registered public accounting firm.

In connection with the reorganization of McKennon, Wilson & Morgan LLP (the “Former Auditors”), certain of its audit partners resigned from the Former Auditors and have joined DBBMcKennon. The Former Auditors resigned as our independent auditors, effective May 4, 2009. The Former Auditors had been our auditors since December 9, 2005.

Our Audit Committee (the “Committee”) approved the resignation of the Former Auditors on May 4, 2009.

The Former Auditors’ audit report on our financial statements for each of the past two fiscal years did not contain an adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles, except that the Former Auditors’ report on our financial statements for each of the past two fiscal years included an explanatory paragraph describing the uncertainty as to our ability to continue as a going concern.

During the fiscal years ended December 31, 2008 and 2007, and the subsequent interim periods until May 4, 2009, (a) there were no disagreements between us and the Former Auditors on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the Former Auditors, would have caused the Former Auditors to make reference to the subject matter of the disagreement in connection with its report; and (b) no reportable events as set forth in Item 304(a)(1)( v) of Regulation S-K have occurred.

We provided the Former Auditors with a copy of the disclosures in this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (the “SEC”) and requested that the Former Auditors furnish it with a letter addressed to the SEC stating whether the Former Auditors agree with the above statements and if not, stating the respects in which it does not agree. A copy of such letter, dated May 4, 2009, is filed as Exhibit 16.1 hereto.

(b) Engagement of new independent registered public accounting firm.

Effective May 4, 2009, the Committee appointed DBBMcKennon (the “New Auditors”) as our new independent auditors.

During our two most recent fiscal years and subsequent interim period on or prior to May 4, 2009, we did not consult with the New Auditors regarding either (i) the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on our financial statements, or (ii) any matter that was either the subject of a disagreement or event identified in response to Section (a)(1)(iv) of Item 304 of Regulation S-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

16.1

Letter on change in certifying accountant from McKennon, Wilson & Morgan LLP dated May 4, 2009.

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 hereunder duly authorized.

Date: May 8, 2009

ALLEGRO BIODIESEL CORPORATION

By: /s/ W. Bruce Comer III

W. Bruce Comer III

Chief Executive Officer

ALLEGRO BIODIESEL CORP 8-K