**UNITED      STATES SECURITIES AND EXCHANGE COMMISSION**

**Washington,      D.C. 20549**

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**FORM      10-KSB/A**

| þ | **ANNUAL                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE                ACT OF                1934**     |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                      |
|   | **For                the fiscal year ended December 31, 2006**                                                                       |
|   |                                                                                                                                      |
|   | **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**

| **DELAWARE**                                                                                           |   | **41-1663185**                                      |
|--------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------|
| (State                or other jurisdiction of incorporation or organization)                          |   | (IRS                Employer Identification Number) |
|                                                                                                   |   |                                                |
| **6033                West Century Blvd., Suite 1090****Los                Angeles, California 90045** |   | **90045**                                           |
| (Address                of principal executive offices)                                                |   | (Zip                Code)                           |

**      (310) 670-2093**

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**Allegro      Biodiesel Corporation Form      10KSB/A**

**Amendment      No. 1**

**EXPLANATORY      NOTE**

**Item 8A.      Controls and Procedures**

**Item      13. Exhibits**

| **Exhibit****Number** |    | **Description**                                                                                                                      |
|-----------------------|--------------|--------------------------------------------------------------------------------------------------------------------------------------|
| 2.1                   |    | Contribution                Agreement among Diametrics Medical, Inc. and the members of Vanguard                Synfuels, L.L.C. (1) |
|                  |         |
| 3.1                   |    | Certificate                of Incorporation of the Company (2)                                                                       |
|                  |         |
| 3.2                   |    | Bylaws                of the Company (2)                                                                                             |

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|   |         |
|--------|--------------|
| 4.1    |    | Certificate                of Designations of Series A Convertible Preferred Stock of the Company,                dated, 2006 (2) |
|   |         |
| 4.2    |    | Certificate                of Designations of Series B Convertible Preferred Stock of the Company,                dated, 2006 (2) |
|   |         |
| 4.3    |    | Registration                Rights Agreement for the Series J Convertible Preferred Stock, dated                September 20, 2006, among Diametrics Medical, Inc. and M.A.G. Capital,                LLC, Monarch Pointe Fund, Ltd., Mercator Momentum Fund, L.P., Mercator                Momentum Fund III, L.P., Ocean Park Advisors, LLC and certain Accredited                Investors (1) |
|   |         |
| 4.4    |    | Voting                Agreement, dated September 20, 2006, by and between Diametrics Medical,                Inc. and certain of its stockholders (1) |
|   |         |
| 10.1   |    | Employment                Agreement, effective September 20, 2006, by and between Diametrics                Medical, Inc. and Darrell Dubroc (1) * |
|   |         |
| 10.2   |    | Confidential                Information and Invention Assignment Agreement, dated September 20,                2006,                by and between Diametrics Medical, Inc. and Darrell Dubroc                (1) |
|   |         |
| 10.3   |    | Employment                Agreement, effective September 20, 2006, by and between Diametrics                Medical, Inc. and Tim Collins (1) * |
|   |         |
| 10.4   |    | Confidential                Information and Invention Assignment Agreement, dated September 20,                2006, by and between Diametrics Medical, Inc. and Tim Collins                (1) |
|   |         |
| 10.5   |    | Member                Cross Receipt and Release, dated September 20, 2006, by and between                Diametrics Medical, Inc. and the members of Vanguard Synfuels, L.L.C.                (1) |
|   |         |
| 10.6   |    | Services                Agreement, effective September 20, 2006, by and between Diametrics                Medical, Inc. and Ocean Park Advisors, LLC (1)                * |

| 10.7    |    | Series                J Convertible Preferred Stock Subscription Agreement, dated September                20,                2006, among Diametrics Medical, Inc. and M.A.G. Capital, LLC, Monarch                Pointe Fund, Ltd., Mercator Momentum Fund, L.P., Mercator Momentum                Fund                III, L.P. and certain Accredited Investors (1) |
|---------|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |         |                                                                                                                                                                                                                                                                                                                                                                    |
| 10.8    |    | Form                of Indemnification Agreement (3)                                                                                                                                                                                                                                                                                                                    |
|    |         |
| 10.9    |    | Diametrics                Medical, Inc. 2006 Incentive Compensation Plan (3) *                                                                                                                                                                                                                                                                                          |
|    |         |
| 10.10   |    | First                Amendment to the Diametrics Medical, Inc. 2006 Incentive Compensation                Plan                (1) *                                                                                                                                                                                                                                     |
|    |         |
| 10.11   |    | Form                of Stock Option Agreement under 2006 Incentive Compensation Plan                (3)                *                                                                                                                                                                                                                                                |
|    |         |
| 10.11.1 |         | Form                of Amendment to Stock Option Agreement under 2006 Incentive Compensation                Plan (5) *                                                                                                                                                                                                                                                  |
|    |         |                                                                                                                                                                                                                                                                                                                                                                    |
| 10.12   |    | Escrow                Agreement, dated September 20, 2006, by and among Diametrics Medical,                Inc., the members of Vanguard Synfuels, L.L.C. and JPMorgan Chase                Bank,                N.A. (1)                                                                                                                                               |
|    |         |
| 10.13   |    | Closing                Statement, dated September 20, 2006, by and between Diametrics Medical,                Inc. and the members of Vanguard Synfuels, L.L.C. (1)                                                                                                                                                                                                     |
|    |         |
| 10.14   |    | Exercise                Agreement, dated September 20, 2006, by and between Diametrics Medical,                Inc. and Asset Managers International Limited (1)                                                                                                                                                                                                        |
|    |         |
| 10.15   |    | Exercise                Agreement, dated September 20, 2006, by and between Diametrics Medical,                Inc. and Ocean Park Advisors (1)                                                                                                                                                                                                                         |
|    |         |
| 10.16   |    | Warrant                1 to Ocean Park Advisors, LLC to Purchase Common Stock, issued September                20, 2006 (1)                                                                                                                                                                                                                                             |
|    |         |
| 10.17   |    | Warrant                2 to Ocean Park Advisors, LLC to Purchase Common Stock, issued September                20, 2006 (1)                                                                                                                                                                                                                                             |
|    |         |
| 10.18   |    | Stock                Option Agreement, dated September 20, 2006, by and between Diametrics                Medical, Inc. and Ocean Park Advisors, LLC (1) *                                                                                                                                                                                                              |
|    |         |
| 10.19   |    | Stock                Option Agreement, dated September 20, 2006, by and between Diametrics                Medical, Inc. and Paul Galleberg (1) *                                                                                                                                                                                                                        |
|    |         |
| 10.20   |    | Stock                Option Agreement, dated September 20, 2006, by and between Diametrics                Medical, Inc. and Jeff Lawton (1) *                                                                                                                                                                                                                           |
|    |         |
| 10.21   |    | Exercise                Agreement, dated September 20, 2006, by and between Diametrics Medical,                Inc. and M.A.G. Funds (1)                                                                                                                                                                                                                                |
|    |         |
| 10.22   |    | Subscription                Agreement, dated September 20, 2006, by and between Diametrics Medical,                Inc. and M.A.G. Capital, LLC, regarding warrants to purchase Series                J                Preferred Stock (1)                                                                                                                              |

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|    |         |
|---------|--------------|
| 10.23   |    | Warrant                1 to M.A.G. Capital, LLC to Purchase Common Stock, issued September                20,                2006 (1) |
|    |         |
| 10.24   |    | Warrant                2 to M.A.G. Capital, LLC to Purchase Common Stock, issued September                20,                2006 (1) |
|    |         |
| 10.25   |    | Letter                Agreement, dated September 19, 2006, by and among Diametrics Medical,                Inc., Vanguard Synfuels, L.L.C. and First South Farm Credit, ACA                (1) |
|    |         |
| 10.26   |    | Agreement                and Plan of Merger between Diametrics Medical, Inc. and Biodiesel                Development Corporation (4) |
|    |         |   |
| 10.27   |         | Loan                Agreement with First South Farm Credit ACA (8) |
|    |         |   |
| 10.27.1 |         | First                Amendment to Loan Agreement with First South Farm Credit ACA                (8) |
|    |         |   |
| 10.27.1 |         | Waiver                of Non Compliance with Covenants (8) |
|    |         |   |
| 10.27.2 |         | Letter                Agreement between First South Farm Credit ACA and Vanguard SynFuels,                LLC                and Allegro Biodiesel Corporation dated April 2, 2007                (8) |
|    |         |
| 10.28   |         | Services                Agreement and dated as of February 5, 2007, between Allegro Biodiesel                Corporation and PV Asset Management LLC (5) |
|    |         |   |
| 10.28.1 |         | Letter                Agreement with Paul Galleberg dated March 14, 2007 (5) |
|    |         |   |
| 14.     |         | Code                of Business Conduct and Ethics for Directors, Officers and Employees                (6) |
|    |         |   |
| 21.1    |    | List                of our subsidiaries (7) |
|    |         |   |
| 31.1    |         | Certification                of the Chief Executive Officer pursuant to Section 302 of the                Sarbanes-Oxley Act of 2002ü |
|    |         |   |
| 31.2    |         | Certification                of the Chief Financial Officer pursuant to Section 302 of the                Sarbanes-Oxley Act of 2002ü |
|    |         |   |
| 32.1    |         | Certification                of the Chief Executive Officer pursuant to Section 906 of the                Sarbanes-Oxley Act of 2002ü |
|    |         |   |
| 32.2    |         | Certification                of the Chief Financial Officer pursuant to Section 906 of the                Sarbanes-Oxley Act of 2002ü |

|   ü | Filed                herewith.                                                                                                                                    |   |
|--------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|               |                                                                                                                                                              |   |
|   *      | Management                contract or executive compensation plan or arrangement.                                                                                 |   |
|               |                                                                                                                                                              |   |
| (1)                | Incorporated                by reference to the Company's Form 8-K dated September 26,                2006.                                                  |   |
|               |                                                                                                                                                              |   |
| (2)                | Incorporated                by reference to the Company's Form 8-K dated November 28,                2006.                                                   |   |
|               |                                                                                                                                                              |
| (3)                | Incorporated                by reference to the Company's Quarterly Report on Form 10-QSB dated                August 14, 2006.                              |
|               |                                                                                                                                                              |   |
| (4)                | Incorporated                by reference to the Company's Form 8-K dated October 18,                2006.                                                    |   |
|               |                                                                                                                                                              |   |
| (5)                | Incorporated                by reference to the Company's Form 8-K dated March 14,                2007                                                            |   |
|               |                                                                                                                                                              |   |
| (6)                | Incorporated                by reference to the Company's Annual Report on Form 10-K for the                year                ended December 31, 2003           |   |
|               |                                                                                                                                                              |   |
| (7)                | Incorporated                by reference to the Company's Form S-B2 Registration Statement filed                with                the SEC on December 13, 2006. |   |
|               |                                                                                                                                                              |   |
| (8)                | Filed                as an exhibit to the Original Filing.                                                                                                        |   |

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**SIGNATURES**

|         |                                          |                                                                                                                                  |
|--------------|-----------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------|
|         | ALLEGRO                BIODIESEL CORPORATION. |
|    |                                     |                                                                                                                             |
|         | By:                                 | /s/ W.                BRUCE COMER III                                                                                            |
|         |                                          | **W.                Bruce Comer III****Chief                Executive Officer****(Principal                Executive Officer)**  |
|         | **Date:                June 7,****2007**      |

|   |                                      |                                                                                                                                        |
|--------|-------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------|
|   | By:                             | /s/ HENG                CHUK                                                                             |
|   |                                      | **Heng                Chuk****Chief                Financial Officer****(Principal                Financial and Accounting Officer)**  |
|   | **Date:                June 7, **2007**** |

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