UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





þ    QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE
ACT OF 1934





For
the quarterly period ended September 30, 2009





Or





o    TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE
ACT OF 1934





Commission
file number 0-21982





ALLEGRO
BIODIESEL CORPORATION


(Exact
name of registrant as specified in its charter)





DELAWARE
            41-1663185(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification Number)6033
      West Century Blvd., Suite 1290
              Los
      Angeles, California 90045
            90045(Address
      of principal executive offices)
            (Zip
      Code)





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





(Not
applicable)


(Former
name, former address and former fiscal year, if changed since last
report)





Indicate
by checkmark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes þ   No o





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).  Yes o   No o





Indicate
by checkmark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check One)





Large
      accelerated filer
            o
            
            Accelerated
      filer
            oNon-accelerated
      filer
            o
            
            Smaller
      reporting company
            þ(Do
      not check if smaller reporting company)





Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12 b-2 of the Exchange Act).   Yes þ   No o





As of
November 12, 2009 the registrant had 28,847,669 shares of Common Stock
outstanding.














PART I
-- FINANCIAL INFORMATION





ITEM
I -- FINANCIAL STATEMENTS


ALLEGRO
BIODIESEL CORPORATION


CONSOLIDATED
BALANCE SHEETS





September
      30, 2009
            
            
            December
      31, 2008(Unaudited)
            
            
            (Audited)AssetsCurrent
      assets:Cash
      and cash equivalents
            
            $
            233,691
            
            
            $
            48,339Other
      current assets
            
            
            6,729
            
            
            
            7,820Total
      current assets
            
            
            240,420
            
            
            
            56,159Investments
            
            
            237,839
            
            
            
            788,550Other
            
            
            18,401
            
            
            
            25,896Total
      assets
            
            $
            496,660
            
            
            $
            870,605Liabilities
      and Shareholders’ DeficitCurrent
      liabilities:Accounts
      payable
            
            $
            165,493
            
            
            $
            319,978Accrued
      expenses
            
            
            472,200
            
            
            
            469,560Accrued
      dividends
            
            
            6,388,156
            
            
            
            4,715,501Due
      to Ocean Park Advisors, LLC.
            
            
            84,486
            
            
            
            216,440Total
      current liabilities
            
            
            7,110,335
            
            
            
            5,721,479Total
      liabilities
            
            
            7,110,335
            
            
            
            5,721,479Shareholders’
      deficit:Convertible
      preferred stock, $0.01 par value:50,000,000
      shares authorized – 23,581,440 and 23,860,112 shares issued and
      outstanding shares at September 30, 2009 and December 31, 2008,
      respectively
            
            
            262,766
            
            
            
            265,553Common
      stock, $0.01 par value150,000,000
      shares authorized – 28,847,667 and 28,919,779 shares issued and
      outstanding shares at September 30, 2009 and December 31, 2008,
      respectively
            
            
            280,174
            
            
            
            280,895Additional
      paid-in capital
            
            
            317,459,598
            
            
            
            317,395,124Accumulated
      deficit
            
            
            (324,616,213
            )
            
            
            (322,792,446
            )Total
      shareholders’ deficit
            
            
            (6,613,675
            )
            
            
            (4,850,874
            )Total
      liabilities and shareholders' deficit
            
            $
            496,660
            
            
            $
            870,605








See
accompanying Notes to Consolidated Financial Statements.


2




ALLEGRO
BIODIESEL CORPORATION


CONSOLIDATED
STATEMENTS OF OPERATIONS


(UNAUDITED)





Three
      Months Ended September 30,
            
            
            Nine
      Months Ended September 30,2009
            
            
            2008
            
            
            2009
            
            
            2008Operating
      expenses:General
      and administrative
            
            $
            162,749
            
            
            $
            411,910
            
            
            $
            486,746
            
            
            $
            1,385,440Total
      operating expenses
            
            
            162,749
            
            
            
            411,910
            
            
            
            486,746
            
            
            
            1,385,440Operating
      loss
            
            
            (162,749
            )
            
            
            (411,910
            )
            
            
            (486,746
            )
            
            
            (1,385,440
            )Interest
      expense
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            (67,094
            )Interest
      income
            
            
            218
            
            
            
            1,537
            
            
            
            881
            
            
            
            15,311Other,
      net
            
            
            --
            
            
            
            152,705
            
            
            
            946,430
            
            
            
            200,126Impairment
      charges
            
            
            --
            
            
            
            (211,450
            )
            
            
            (550,711
            )
            
            
            (211,450
            )Loss
      before income taxes
            
            
            (162,531
            )
            
            
            (469,118
            )
            
            
            (90,146)
            
            
            
            (1,448,547
            )Income
      taxes
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            (4,535
            )Net
      loss from continuing operations
            
            
            (162,531
            )
            
            
            (469,118
            )
            
            
            (90,146
            )
            
            
            (1,453,082
            )Discontinued
      operations and sale of discontinued operations, net of income
      taxes
            
            
            --
            
            
            
            589,459
            
            
            
            --
            
            
            
            (5,140,011
            )Net
      income (loss)
            
            
            (162,531
            )
            
            
            120,341
            
            
            
            (90,146
            )
            
            
            (6,593,093
            )Dividends
      on preferred stock
            
            
            (587,362
            )
            
            
            (553,254
            )
            
            
            (1,733,621
            )
            
            
            (1,725,257
            )Net loss
      available to common shareholders
            
            $
            (749,893
            )
            
            $
            (432,913
            )
            
            $
            (1,823,767
            )
            
            $
            (8,318,350
            )Net
      income (loss) per shareBasic:Continuing
      operations
            
            $
            (0.03
            )
            
            $
            (0.04
            )
            
            $
            (0.07
            )
            
            $
            (0.12
            )Discontinued
      operations
            
            
            
            
            
            $
            0.02
            
            
            
            
            
            
            $
            (0.20
            )Diluted:Continuing
      operations
            
            $
            (0.03
            )
            
            $
            (0.04)
            
            
            $
            (0.05
            )
            
            $
            (0.12
            )Discontinued
      operations
            
            
            
            
            
            $
            0.02
            
            
            
            
            
            
            $
            (0.20
            )Weighted
      average number of common shares used in per share
      calculations:Basic
            
            
            28,847,670
            
            
            
            28,846,509
            
            
            
            28,816,871
            
            
            
            25,928,350Diluted
            
            
            28,847,670
            
            
            
            28,846,509
            
            
            
            28,816,871
            
            
            
            25,928,350








See
accompanying Notes to Consolidated Financial Statements.


3




ALLEGRO
BIODIESEL CORPORATION


CONSOLIDATED
STATEMENTS OF CASH FLOWS


(UNAUDITED)





Nine
      Months Ended September 30,2009
            
            
            2008Cash
      flows from operating activities:Net
      loss
            
            $
            (90,146
            )
            
            $
            (6,593,093
            )Adjustments
      to reconcile net loss to net cash from operating
      activities:Impairment
      charges for Vanguard Synfuels, LLC
            
            
            --
            
            
            
            5,655,036Impairment
      of investment in CPC
            
            
            550,711
            
            
            
            --Gain
      on sale of Vanguard Synfuels, LLC
            
            
            --
            
            
            
            (615,501
            )Stock-based
      compensation
            
            
            --
            
            
            
            120,316Bad
      debt expense
            
            
            --
            
            
            
            66,240Accretion
      of convertible notes payable and amortization of debt
    discount
            
            
            --
            
            
            
            49,834Changes
      in operating assets and liabilities:Accounts
      receivable
            
            
            --
            
            
            
            5,072Inventory
            
            
            --
            
            
            
            9,941Prepaid
      expenses and other assets
            
            
            8,586
            
            
            
            117,218Accounts
      payable
            
            
            (154,485
            )
            
            
            28,354Due
      to Ocean Park Advisors, LLC.
            
            
            (131,954
            )
            
            
            234,399Accrued
      expenses
            
            
            2,640
            
            
            
            20,548Net
      cash provided by (used in) operating activities
            
            
            185,352
            
            
            
            (901,636
            )Cash
      flows from investing activities:Capital
      expenditures
            
            
            --
            
            
            
            (15,435
            )Sale of Vanguard Synfuels, LLC
            
            
            --
            
            
            
            (382
            )Net
      cash used in investing activities
            
            
            --
            
            
            
            (15,817
            )Cash
      flows from financing activities:Proceeds
      from repayment of issued promissory note
            
            
            --
            
            
            
            500,000Payments
      on line of credit and notes payable
            
            
            --
            
            
            
            (150,000
            )Net
      cash provided by financing activities
            
            
            --
            
            
            
            350,000Net
      change in cash and cash equivalents
            
            
            185,352
            
            
            
            (567,453
            )Cash
      and cash equivalents at beginning of period
            
            
            48,339
            
            
            
            874,693Cash
      and cash equivalents at end of period
            
            $
            233,691
            
            
            $
            307,240Supplemental
      disclosure of cash flow information:Cash
      paid during the period for interest
            
            $
            --
            
            
            $
            134,188Cash
      paid during the period for income taxes
            
            $
            16,909
            
            
            $
            --Supplemental
      disclosure of non-cash investing and financing activities:Conversion
      of accrued dividends into common stock
            
            $
            60,967
            
            
            $
            545,799





See
accompanying Notes to Consolidated Financial Statements.


4





ALLEGRO
BIODIESEL CORPORATION


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


SEPTEMBER
30, 2009


(UNAUDITED)





1.
            Business





Allegro
Biodiesel Corporation (“Allegro”, “we”, “us” or “Company”) is a publicly-traded
shell company which from September 20, 2006 through September 9, 2008 owned a
biodiesel production facility that used renewable agricultural-based feedstock
(primarily soybean oil) to produce biodiesel fuel (the “Pollock
Facility”).





During
2007, the biodiesel industry experienced a significant increase in the cost of
soybean oil. The increase in the cost of soybean oil had a significant negative
effect on our profit margins and cash flows. Given these economic conditions, on
October 15, 2007 we adopted a Company-wide cost reduction plan to reduce our
costs. We also significantly reduced, and then halted, production at the Pollock
Facility during the fourth quarter of 2007.





Due to
the continuing difficult conditions in the biodiesel industry described above,
during the second quarter of 2008, the independent member of our board of
directors recommended to our stockholders to approve the sale (the “Sale”) of
100% of the membership interests of our wholly owned subsidiary, Vanguard
Synfuels, LLC (“Vanguard”), to Consolidated Energy Holdings, LLC, a Louisiana
limited liability company (“CEH”).





As a
consequence of the Sale, we have reduced our outstanding liabilities and
eliminated our secured debt. While we no longer have any operating assets, and
are considered a “shell company” under the rules and regulations of the
Securities and Exchange Commission, we continue to operate as a publicly-traded
corporation with non-operating assets, including cash and our equity investment
in Community Power Corporation, a developer of modular biomass gasification
technology (“CPC”).  In February 2009, we increased our cash balance
significantly due to our receipt of an arbitration award relating to our 2006
acquisition of Vanguard totaling $875,428 in cash plus accrued interest of
$63,900, and 519,736 shares of our common stock.  The escrow proceeds
received have been classified as “Other, net” in the accompanying statement of
operations for the nine months ended September 30,
2009.





As of
September 30, 2009, we had negative working capital of $6,869,915. Included as a
reduction to working capital is $6,388,156 of accrued dividends which the
Company may pay, at its option, in shares of its Series A convertible preferred
stock.





As stated
in the Company’s most recent Form 8-K, management has not yet received any
suitable offers in its search for strategic alternatives, such as an additional
financing or  potential strategic transactions.  We are now
focused on pursuing an orderly wind-down in a manner that will be in the best
interest of stakeholders.  A bankruptcy proceeding is unlikely to
yield the best results for our stakeholders due to, among other things, the high
costs of such a proceeding.  Instead, we hope to effect a gradual
wind-down over time, and without resort to bankruptcy court.  However,
there can be no assurances that we will be able to effect such a
wind-down.  We continue to attempt to sell our minority interest in
CPC to raise working capital for Allegro.  However, given the
difficult economic environment and the challenging market for shell companies to
raise capital, find suitable merger partners or dispose of assets, management
will continue on its path to wind up and dissolve Allegro. These conditions
raise substantial doubt about the Company’s ability to continue as a going
concern.


We do not
expect to have sufficient assets to make any liquidating distribution to the
holders of our Common Stock. There can be no assurance that we will be able to
pay or otherwise provide for our outstanding liabilities. Even if we are able to
do so, under the terms of our outstanding Series A Convertible Preferred Stock,
we would not be able to make any distributions to the holders of our Common
Stock unless we first satisfied the liquidation preference of the Convertible
Preferred Stock. The aggregate liquidation preference of the Series A
Convertible Preferred Stock is approximately $30.0 million. We do not foresee
any set of circumstances that would allow us to fully satisfy this liquidation
preference. Thus, we do not foresee any set of circumstances that would allow us
to make any distribution to the holders of our Common Stock.


The
consolidated financial statements have been prepared on a going concern basis
which contemplates the realization of assets and the settlement of liabilities
in the normal course of business.  The consolidated financial
statements do not include any adjustments relating to the recoverability and
classification of asset carrying amounts or the amount and classification of
liabilities that might result should the Company be unable to continue as a
going concern.




5




2.
            Basis
      of Presentation and Significant Accounting
  Policies





Basis
of Presentation


The
consolidated financial statements of Allegro are unaudited and have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information, pursuant to the
rules and regulations of the Securities and Exchange Commission. Notes to the
financial statements which would substantially duplicate the disclosures
contained in the audited financial statements for the most recent fiscal year
2008 as reported in the Company's Form 10-K have been omitted.  The results
of operations for the three month and nine month periods ended September 30,
2009 and 2008 are not necessarily indicative of the results to be expected for
the full year. All accounts and intercompany transactions have been eliminated
in consolidation. In the opinion of management, the consolidated financial
statements include all adjustments, consisting of normal recurring accruals,
necessary to present fairly the Company's financial position, results of
operations and cash flows. These statements should be read in conjunction with
the financial statements and related notes which are part of the Company's
Annual Report on Form 10-K for the year ended December 31, 2008.





In June
2009, the Financial Accounting Standards Board (“FASB”) issued Statement of
Financial Accounting Standards (“SFAS”) 168 – “The FASB Accounting Standards
Codification (“ASC”) and the Hierarchy of Generally Accepted Accounting
Principles,” a replacement of SFAS 162.  SFAS 168 provides that the
FASB Accounting Standards Codification (the “Codification”) is the single source
of U.S. GAAP in the preparation of financial statements, except for rules and
interpretive releases of the SEC under authority of federal securities laws,
which are sources of authoritative guidance for SEC registrants. The
Codification was not meant to create new accounting and reporting guidance, but
rather to simplify user access to all authoritative accounting guidance by
reorganizing U.S. GAAP pronouncements into accounting topics within a consistent
organizational structure. The Codification supersedes all existing non-SEC
accounting and reporting standards and is effective for financial statements
issued for interim and annual periods ending after September 15,
2009.





Following
SFAS 168, the FASB will no longer issue new standards in the form of Statements,
FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead, it will
issue Accounting Standards Updates (ASU’s). The FASB will not consider ASU’s as
authoritative in their own right; rather these updates will serve only to update
the Codification, provide background information about the guidance, and provide
the bases for conclusions on the change(s) in the Codification. In the
description that follows, the Company will provide reference to both the
Codification Topic reference and the previously authoritative references related
to Codification Topics and Subtopics, as appropriate.





Fair
Value Accounting


Effective
July 1, 2008, the Company adopted ASC 820, previously SFAS 157, “Fair
Value Measurements and Disclosures” (previously known as SFAS 157), to account
for our financial assets and liabilities. SFAS 157 provides a framework for
measuring fair value, clarifies the definition of fair value and expands
disclosures regarding fair value measurements. SFAS 157 defines fair value
as the price that would be received to sell an asset or paid to transfer a
liability (an exit price) in an orderly transaction between market participants
at the reporting date. The standard establishes a three-tier hierarchy, which
prioritizes the inputs used in the valuation methodologies in measuring fair
value:





·
            Level
      1 - Observable quoted prices for identical instruments in active
      markets;·
            Level
      2 - Observable quoted prices for similar instruments in active markets,
      observable quoted prices for identical or similar instruments in markets
      that are not active and model-derived valuations in which all significant
      inputs and significant value drivers are observable in active markets;
      or·
            Level
      3 - Valuations derived from valuation techniques in which one or more
      significant inputs or significant value drivers are
      unobservable.





Net
Loss per Share


Basic net
loss per share is calculated by dividing net loss by the weighted average common
shares outstanding during the period. Diluted net loss per share reflects the
potential dilution to basic EPS that could occur upon conversion or exercise of
securities, options or other such items to common shares using the treasury
stock method, based upon the weighted average fair value of our common shares
during the period. The following table sets forth potential shares of common
stock that are not included in the diluted net loss per share calculation
because to do so would be anti-dilutive for the periods indicated
below:





September
      30,2009
            
            
            2008Convertible
      preferred stock - Series A
            
            
            39,479,799
            
            
            
            36,904,510Convertible
      preferred stock - Series B
            
            
            1,413,900
            
            
            
            1,413,90040,893,699
            
            
            
            38,318,410




6




Recent
Accounting Pronouncement


In May
2009, the FASB issued SFAS 165, Subsequent Events (“SFAS
165”). This statement provides guidance on management’s assessment of subsequent
events. Historically, management relied on U.S. auditing literature in AICPA
Professional Standard, AU Section 560. SFAS 165 did not significantly
change practice because its guidance is similar to AU Section 560. This
standard was adopted by the Company as of June 30, 2009. The date through
which subsequent events have been evaluated is the date on which the financial
statements were issued (November 12, 2009).  SFAS 165 was codified in
the ASC topic on Subsequent Events.




3.
            Discontinued
      Operation




In
September 2006, the Company acquired Vanguard. The Company committed to a plan
to sell Vanguard, which was approved by the board of directors, during the
second quarter of 2008.  Vanguard’s financial results have been
classified as a discontinued operation in our consolidated financial statements
for all periods presented.  Accordingly, the condensed consolidated
financial statements have been revised for all periods presented to reflect the
Vanguard biodiesel business as a discontinued operation. Unless noted otherwise,
discussions in the notes to the consolidated financial statements pertain to our
continuing operations.





The
financial results of Vanguard included in discontinued operation are as follows
for the three months and nine months ended September 30, 2008:





Three
      Months
              Ended
              September
      30,
              2008
            
            
            Nine
      Months
              Ended
              September
      30,
              2008Sales
            
            $
            -
            
            
            $
            55,014Income
      taxes
            
            
            -
            
            
            
            --Income
      (loss) from discontinued operations after income taxes
            
            $
            589,459
            
            
            $
            (5,140,011)





During
the three and nine months ended September 30, 2008, the Company incurred
impairment charges totaling $0 and $5,655,036, respectively related to
Vanguard’s biodiesel facility and intangible assets.





4.
            Investment
      in CPC




In
November 2007, the Company acquired a minority interest in CPC for
$1,000,000.  During the third quarter of 2008, the Company
recorded an impairment charge of $211,450 with respect to this investment. The
impairment charge resulted from the sale of stock by CPC at a lower price per
share than that paid by Allegro at the time of its purchase of the minority
interest. During the second quarter of 2009, management reviewed the carrying
value of the investment which included a review of CPC's sales pipeline,
business prospects and financial situation. CPC’s execution of its business
plan has been slower than we anticipated.  CPC continues to make
progress, but has not achieved the revenue targets initially anticipated by
us.  Furthermore, we believe the cost of capital for early-stage
companies has increased, while the availability of future funding sources for
such companies has decreased. We measured the carrying value of the
investment using the discounted cash flow method. CPC may need to raise capital
within the next 3 to 9 months.  As a result, management has recorded
an impairment charge of $550,711 during the nine months ended September 30,
2009.





5.
            Common
      Stock





During
the nine months ended September 30, 2009, 278,672 shares of Series A convertible
preferred stock together with accrued dividends of $60,967 were converted into
447,627 shares of common stock at the original conversion price of $0.76 per
share.





In
February 2009, 519,736 shares of the Company’s common stock were awarded to us
in connection of the arbitration award relating to our 2006 acquisition of
Vanguard. The underlying shares were cancelled by the Company.




7







ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSISOF FINANCIAL CONDITION
AND RESULTS OF OPERATION





This
quarterly report on Form 10-Q of Allegro Biodiesel Corporation (“Allegro”, “we,”
“us” or “Company”) for the three months ended September 30, 2009, contains
forward-looking statements, principally in this Section and “Business.”
Generally, you can identify these statements because they use words like
“anticipates,” “believes,” “expects,” “future,” “intends,” “plans,” and similar
terms. These statements reflect only our current expectations. Although we do
not make forward-looking statements unless we believe we have a reasonable basis
for doing so, we cannot guarantee their accuracy and actual results may differ
materially from those we anticipated due to a number of uncertainties, many of
which are unforeseen, including, among others, the risks we face as described in
this filing. You should not place undue reliance on these forward-looking
statements which apply only as of the date of this annual report. These
forward-looking statements are within the meaning of Section 27A of the
Securities Act of 1933, as amended, and section 21E of the Securities Exchange
Act of 1934, as amended, and are intended to be covered by the safe harbors
created thereby. To the extent that such statements are not recitations of
historical fact, such statements constitute forward-looking statements that, by
definition, involve risks and uncertainties. In any forward-looking statement
where we express an expectation or belief as to future results or events, such
expectation or belief is expressed in good faith and believed to have a
reasonable basis, but there can be no assurance that the statement of
expectation of belief will be accomplished.





We
believe it is important to communicate our expectations to our investors. There
may be events in the future, however, that we are unable to predict accurately
or over which we have no control. The risk factors listed in this filing provide
examples of risks, uncertainties and events that may cause our actual results to
differ materially from the expectations we describe in our forward-looking
statements. Factors that could cause actual results or events to differ
materially from those anticipated, include, but are not limited to our ability
to complete a strategic transaction on terms acceptable to us in a timely
fashion and our ability to adequately manage our cash while we do
so.





Overview





We are a
publicly-traded shell company.  From September 20, 2006, through
September 9, 2008 we owned a biodiesel production facility that used renewable
agricultural-based feedstock (primarily soybean oil) to produce biodiesel fuel
(the “Pollock Facility”).





During
2007, the biodiesel industry experienced a significant increase in the cost of
soybean oil. The increase in the cost of soybean oil had a significant negative
effect on our profit margins and cash flows. Given these economic conditions, on
October 15, 2007 we adopted a Company-wide cost reduction plan to reduce our
costs. We also significantly reduced, and then halted, production at the Pollock
Facility during the fourth quarter of 2007.





Due to
the continuing difficult conditions in the biodiesel industry described above,
during the second quarter of 2008, the independent member of our board of
directors recommended to our stockholders to approve the sale (the “Sale”) of
100% of the membership interests of our wholly owned subsidiary, Vanguard
Synfuels, LLC (“Vanguard”), to Consolidated Energy Holdings, LLC, a Louisiana
limited liability company (“CEH”). Two of our former executive officers, Darrell
Dubroc and Tim Collins hold membership interests in CEH. As reported in our Form
8-K dated September 9, 2008, the Sale was completed on September 9,
2008.





Pursuant
to the Sale, CEH assumed substantially all of the liabilities of Vanguard,
including (i) approximately $2.9 million in senior secured debt with First South
Farm Credit, ACA (“First South”); (ii) approximately $589,000 in trade payables
and accrued liabilities; (iii) obligations of Allegro and/or Vanguard under
existing employment agreements with employees of Allegro and of Vanguard; and
(iv) $258,000 in accrued compensation for certain Allegro employees that
accumulated since our Company-wide expense reduction plan through the date of
the Sale.




8




During
2008, we notified the Former Vanguard Members of our demand for indemnification
under the 2006 Contribution Agreement, and of our claim upon the escrow deposit
under the Escrow Agreement we entered into with them on September 20, 2006 (the
“Escrow Account”). We alleged that the Former Vanguard Members made certain
misrepresentations with respect to the closing balance sheet of Vanguard, dated
September 15, 2006, namely overstating inventory assets and understating current
liabilities. The total amount of this claim was approximately $1.1
million.





During
2008, we received $200,326 in proceeds and the return of 124,961 shares of our
common stock from the Escrow Account. In February 2009, we received an
arbitration award regarding the balance of our claims against the Escrow Account
consisting of an additional $875,428 in cash plus $63,900 of accrued interest,
and 519,736 shares of our common stock.





As a
consequence of the Sale, we have reduced our outstanding liabilities and
eliminated our secured debt, as described above. While we no longer have any
operating assets, and are considered a “shell company” under the rules and
regulations of the Securities and Exchange Commission, we continue as a
publicly-traded corporation with non-operating assets, including cash and our
equity investment in Community Power Corporation, a developer of modular biomass
gasfication technology (“CPC”).





As stated
in the Company’s most recent Form 8-K, management has not yet received any
suitable offers in its search for strategic alternatives, such as an additional
financing or  potential strategic transactions.  We are now
focused on pursuing an orderly wind-down in a manner that will be in the best
interest of stakeholders.  A bankruptcy proceeding is unlikely to
yield the best results for our stakeholders due to, among other things, the high
costs of such a proceeding.  Instead, we hope to effect a gradual
wind-down over time, and without resort to bankruptcy court.  However,
there can be no assurances that we will be able to effect such a
wind-down.  We continue to attempt to sell our minority interest in
CPC to raise working capital for Allegro.  However, given the
difficult economic environment and the challenging market for shell companies to
raise capital, find suitable merger partners or dispose of assets, management
will continue on its path to wind up and dissolve Allegro. These conditions
raise substantial doubt about the Company’s ability to continue as a going
concern.


We do not
expect to have sufficient assets to make any liquidating distribution to the
holders of our Common Stock. There can be no assurance that we will be able to
pay or otherwise provide for our outstanding liabilities. Even if we are able to
do so, under the terms of our outstanding Series A Convertible Preferred Stock,
we would not be able to make any distributions to the holders of our Common
Stock unless we first satisfied the liquidation preference of the Convertible
Preferred Stock. The aggregate liquidation preference of the Series A
Convertible Preferred Stock is approximately $30.0 million. We do not foresee
any set of circumstances that would allow us to fully satisfy this liquidation
preference. Thus, we do not foresee any set of circumstances that would allow us
to make any distribution to the holders of our Common
Stock.


Our
consolidated financial statements have been prepared on a going concern basis
which contemplates the realization of assets and the settlement of liabilities
in the normal course of business.  The consolidated financial
statements do not include any adjustments relating to the recoverability and
classification of asset carrying amounts or the amount and classification of
liabilities that might result should we be unable to continue as a going
concern.





Unless
otherwise noted, the following discussions of our results of operations include
the results from continuing operations only.





Results
of Operations for the Three Months Ended September 30, 2009, compared to
the Three Months Ended September 30, 2008





Due to
the halting of production at the Pollock Facility in 2007, and the consummation
of the Sale in September 2008, we did not generate sales from continuing
operations for the three months ended September 30, 2009 and 2008.





General
and Administrative


Our
general and administrative expenses include personnel costs, the costs of
corporate functions, accounting, transaction costs, legal, insurance,
consulting, and non-cash stock-based compensation.





General
and administrative expenses decreased to $162,749 during the third quarter of
2009, from $411,910 in the comparable period of 2008.  The change was
primarily attributable to reductions of $125,526 and $89,257 in management fees
paid to OPA and wages, respectively.





Impairment
Charges


Impairment
charges related to our investment in CPC were $0 during the third quarter of
2009 compared to $211,450 for the comparable 2008 period.




9


Other,
net


Other,
net was $0 during the third quarter of 2009, compared to $152,705 in the
comparable period of 2008. During the third quarter of 2008, we received
proceeds from the Escrow Account.




Discontinued
Operation


During
the second quarter of 2008, the board of directors approved the sale of
Vanguard. The Company accounted for the planned sale of Vanguard as a
discontinued operation.  Accordingly, the consolidated financial
statements have been revised for all periods presented to reflect Vanguard as a
discontinued operation. The sale of Vanguard to CEH during the third
quarter of 2008. Unless noted otherwise, discussions in the notes to the
unaudited consolidated financial statements pertain to our continuing
operations. See Note 3 Discontinued Operation to the consolidated financial
statements for further information regarding the classification of Vanguard as a
discontinued operation.





During
the third quarter of 2008, Vanguard did not generate revenues. We incurred
income from discontinued operations and the sale of Vanguard of
$589,459.  Included in this amount are proceeds received of $128,405
from CEH to fund Vanguard’s operations pending the completion of the Sale and
the recognition of a gain on the Sale of $614,119.  See Note 3 to the
consolidated financial statements for further information regarding the
classification of Vanguard as a discontinued operation.





Results
of Operations for the Nine Months Ended September 30, 2009, compared to the
Nine Months Ended September 30, 2008





Due to
the halting of production at the Pollock Facility in 2007, and the consummation
of the Sale in September 2008, we did not generate sales from continuing
operations for the nine month periods ended September 30, 2009 and
2008.





General
and Administrative


General
and administrative expenses decreased to $486,746 during the 2009 period, from
$1,385,440 in the comparable period of 2008.  The change was primarily
attributable to a reduction in stock-based compensation of $121,566, reductions
of $347,526 and $321,938 in management fees paid to OPA and salaries,
respectively.  As a result of the Sale, salaries have
ceased.





Impairment
Charges


During
the 2009 and 2008 periods, we evaluated the carrying value of our investment in
CPC and as a result, recorded impairment charges of $550,711 and $211,450,
respectively. See Note 4 to the Consolidated Financial Statements for further
discussion of the events that led to the impairment.





Other,
net


Other,
net was $946,430 during the 2009 period, compared to $200,146 in the comparable
period of 2008.  During the 2009 and 2008 periods, we received
$939,328 and $200,126, respectively in cash proceeds and the retirement of
common stock from the Escrow Account.





Discontinued
Operation


During
the 2008, the board of directors approved the Sale and on September 9, 2008, we
completed the Sale.





During
the 2008 period, Vanguard did not generated sales and incurred a loss from
discontinued operations of $5,140,011 which included impairment charges totaling
$5,655,036 for Vanguard’s biodiesel facility and intangible
assets.  See Note 3 to the consolidated financial statements for
further information regarding the classification of Vanguard as a discontinued
operation.





Liquidity
and Capital Resources





Our
principal sources of liquidity consist of cash and cash equivalents. Our
principal short-term and long-term liquidity requirements include costs to
operate a publicly-traded company, the exploration of strategic transactions
including potential mergers or acquisitions, the disposal of assets, such as
CPC, and the exploration of the possible winding up and dissolution of
Allegro.





During
the nine month period ended September 30, 2009, we increased our cash balance
due to our receipt of an arbitration award relating to our 2006 acquisition of
Vanguard totaling $875,428 in cash plus accrued interest of $63,900, as
discussed above, partially offset by operating costs.





At
September 30, 2009, our cash and cash equivalents totaled $233,691, and we had
negative working capital of $6,869,915.  Included in working capital
is $6,388,156 of accrued dividends on our Series A preferred stock, which we may
pay at our option in shares of stock or cash.




10




On
November 21, 2007, we issued a convertible promissory note to Monarch Pointe
Fund, Ltd. (“Monarch Pointe”), a fund managed by M.A.G. Capital, LLC (“MAG”) for
$1,000,000. The proceeds of this loan were used to make a minority investment in
CPC. The note was due on March 31, 2008, and was convertible into our common
stock at any time at either party’s election at a conversion price of $0.65 per
share. On March 31, 2008, we converted the principal of the note, together with
accrued interest, into 1,577,113 shares of our common stock.





We
believe that our existing sources of liquidity, including the receipt of the
proceeds from the Escrow Account should be sufficient to fund our continuing
operations into the first quarter of 2010. We are currently seeking additional
financing to fund our business and are attempting to sell our minority interest
in CPC.  We cannot assure you that such a financing can be obtained or
completed by us on favorable terms, or at all, or that we will be successful in
selling our minority interest in CPC.  If we cannot accomplish any of
these actions, or complete a strategic transaction in the next few months, we
likely will wind-up and dissolve the Company.  See
“Overview.”





Operating
Activities


Cash
provided by operating activities was $185,352 for the nine month period ended
September 30, 2009, compared to cash used of $901,636 for the same period of
2008. Operating cash flows for the 2009 period reflects our net loss of $90,146,
offset by changes in working capital of $275,213 and an impairment charge
$550,711 related to our investment in CPC.  The change in working
capital is primarily attributable to reductions in accounts payable and amounts
due to OPA.





Operating
cash flows for the 2008 period reflects our net loss of $6,593,093 as discussed
above, offset by changes in working capital of $415,532 and $5,275,925 for
non-cash expenses (primarily the impairment charges related our discontinued
operations).  The changes in working capital are primarily
attributable to the deferral of amounts due to OPA and the amortization of
certain prepaid expenses.





Investing
Activities


We did
not generate cash from investing activities during the nine month period ended
September 30, 2009.  Cash used in investing activities was $15,817 for
same period of 2008 resulting from capital expenditures for the Pollock
Facility.





Financing
Activities


We did
not generate cash from financing activities during the nine month period ended
September 30,2009. Cash provided by financing activities was $350,000 for the
same period of 2008.  This amount resulted from a contractual principal
payment of $150,000 on our term loan with our former lender, First South, and
the receipt of $500,000 in proceeds from the repayment of a note receivable from
CPC.





Off
Balance Sheet Arrangements





We have
no off-balance sheet arrangements.





ITEM
4. CONTROLS AND PROCEDURES





(a)
Evaluation of disclosure controls and procedures.





As of
September 30, 2009, we carried out an evaluation, under the supervision and with
the participation of management, including our Chief Executive Officer and
Principal Financial and Accounting Officer, of the effectiveness of the design
and operation of our disclosure controls and procedures (as defined in Rule
13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based
upon that evaluation, our Chief Executive Officer and Principal Financial and
Accounting Officer concluded that our disclosure controls and procedures were
effective as of September 30, 2009, to ensure that information required to be
disclosed by us in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms.





(b)
Changes in internal controls over financial reporting.





There
were no changes in our internal controls over financial reporting during the
quarter ended September 30, 2009, that materially affected or are reasonably
likely to materially affect our internal control over financial reporting.





11




PART
II — OTHER INFORMATION





ITEM
1.  LEGAL PROCEEDINGS
 
 Allegro
Biodiesel Corporation v. Darrell J. Dubroc, et
al., Civil Action No. 09-CV-08037-SHS, United States District Court,
Southern District of New York
 
 The
Company has recently filed a complaint in the United States District Court for
the Southern District of New York against certain former members (the “Former
Members”) of Vanguard Synfuels, LLC (“Vanguard”).  The complaint
alleges that the Former Members made certain material misstatements and failed
to disclose certain material facts in connection with the Company’s original
acquisition of Vanguard from the Former Members in September
2006.  The complaint seeks an unspecified amount of damages, interest
and attorneys’ fees.  We intend to vigorously pursue this claim;
however, litigation is inherently uncertain and there can be no assurances as to
whether we will be successful.




ITEM 5.  OTHER INFORMATION




As we
discussed in our most recent Form 8-K, we have been exploring the possibility of
terminating our status as a reporting company under the Securities Exchange
Act of 1934 (the "Exchange Act"). We have now determined that we are eligible to
do so, therefore we will be filing a Form 15 with the Securities and Exchange
Commission shortly after the filing of this Form 10-Q. Upon the filing of that
document, most of our obligations to file reports under the Exchange Act,
including the filing of Forms 8-K, 10-Q and 10-K, will immediately
cease.




Item
6.  Exhibits





Exhibit
      No.31.1
            
            Certification
      of the Chief Executive Officer and Chief Accounting Officer pursuant to
      Section 302 of the Sarbanes-Oxley Act of 200232.1
            
            Certification
      of the Chief Executive Officer and Chief Accounting Officer pursuant to
      Section 906 of the Sarbanes-Oxley Act of
2002








ALLEGRO
BIODIESEL CORPORATION





SIGNATURES





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, thereunto
duly authorized.





ALLEGRO
BIODIESEL CORPORATION





By:  /s/
W. Bruce Comer III





W. Bruce
Comer III


Chief
Executive Officer (Principal Executive Officer and Principal Financial and
Accounting Officer)


Date:
November 12, 2009






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