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
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ALLEGRO
BIODIESEL CORPORATION
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(Exact
name of registrant as specified in its
charter)
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Delaware
(State
or other jurisdiction of incorporation)
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0-21982
(Commission
File Number)
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20-5748331
(IRS
Employer
Identification
No.)
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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
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Not
applicable
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(Former
name or former address, if changed since last
report)
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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.
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16.1
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Letter
on change in certifying accountant from McKennon, Wilson & Morgan LLP
dated May 4, 2009.
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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
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ALLEGRO
BIODIESEL CORPORATION
By: /s/ W. Bruce Comer
III
W.
Bruce Comer III
Chief
Executive Officer
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