~~Table~~UNITED STATES ofSECURITIES ~~Contents~~AND EXCHANGE COMMISSION

~~SECURITIES~~Washington, ~~AND EXCHANGE COMMISSION~~D.C. 20549

~~Washington, D.C. 20549~~FORM 10-Q

~~FORM 10-Q~~þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

~~þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES~~ EXCHANGE ACT OF 1934

For the quarterly period ended March 31, ~~2005~~ 2009

OR Or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ~~EXCHANGE ACT OF 1934~~

~~Commission~~EXCHANGE ACT ~~file~~OF ~~number 0-21982~~ 1934

~~Diametrics~~Commission file ~~Medical,~~number ~~Inc.~~ 0-21982

~~Incorporated~~ALLEGRO BIODIESEL ~~pursuant to the Laws of Minnesota~~CORPORATION

~~Internal~~(Exact name ~~Revenue~~of ~~Service~~registrant —as ~~Employer~~specified ~~Identification~~in ~~No. 41-1663185~~ its charter)

3050 Centre Pointe Drive, Suite 150, Roseville, Minnesota 55113 (651) 639-8035

DELAWARE	41-1663185
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

6033 West Century Blvd., Suite 1090 Los Angeles, California 90045	90045
(Address of principal executive offices)	(Zip Code)

~~Indicate by check mark whether the registrant (1) has filed all reports~~Registrant’s ~~required~~telephone tonumber, beincluding ~~filed~~area bycode: ~~Section 13 or 15~~(d310) 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 670-2093

~~Indicate by check mark whether the Registrant is an accelerated filer~~ (asNot ~~defined by Rule 12b-2 of the Act~~applicable)~~. Yes o No þ~~

As(Former name, offormer ~~May 31,~~address ~~2005,~~and ~~35,121,835~~former ~~shares~~fiscal ofyear, ~~Common~~if ~~Stock~~changed ~~were~~since ~~outstanding.~~last report)

~~Table~~Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of ~~Contents~~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

~~Diametrics~~Indicate by ~~Medical~~check mark whether the registrant has submitted electronically and posted on its corporate website, ~~Inc~~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

		Page
Part I — FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements (unaudited)
	Consolidated Statements of Operations:
	Three Months Ended March 31, 2005 and 2004		3
	Consolidated Balance Sheets as of March 31, 2005
	and December 31, 2004		4
	Consolidated Statements of Cash Flows:
	Three Months Ended March 31, 2005 and 2004		5
	Notes to Consolidated Financial Statements		6
Item 2.	Management's Discussion and Analysis of Results of Operations and Financial Condition		10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		14
Item 4.	Controls and Procedures		15
Part II — OTHER INFORMATION
Item 1.	Legal Proceedings		15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		15
Item 3.	Defaults Upon Senior Securities		15
Item 4.	Submission of Matters to a Vote of Security Holders		15
Item 5.	Other Information		15
Item 6.	Exhibits		15
Signatures			16
Certification of CEO Pursuant to Section 302
Certification of CFO Pursuant to Section 302
Certification of CEO Pursuant to Section 906
Certificaton of CFO Pursuant to Section 906

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)

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

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

~~PART~~As Iof May 8, —2009 ~~FINANCIAL~~the ~~INFORMATION~~registrant had 28,847,667 shares of Common Stock outstanding.

~~Item~~PART I 1.-- FINANCIAL ~~Consolidated Financial Statements (unaudited)~~INFORMATION

~~DIAMETRICS MEDICAL, INC.~~ITEM ~~CONSOLIDATED~~I ~~STATEMENTS~~-- OFFINANCIAL ~~OPERATIONS (UNAUDITED)~~ STATEMENTS

	Three Months Ended
	March 31,
	2005			2004
Net revenue	$	—		$	—
Cost of revenue		—			—
Gross profit		—			—
Operating expenses:
Research and development		456,586			—
Selling, general and administrative		387,146			521,616
Total operating expenses		843,732			521,616
Operating loss		(843,732	)		(521,616	)
Interest income		—			4,761
Interest expense		(7,515,220	)		(371,122	)
Other expense, net		(2,790	)		(79,296	)
Loss before discontinued operations		(8,361,742	)		(967,273	)
Discontinued operations:
Income (loss) from discontinued operations		14,819			(1,188,678	)
Gain on sale of discontinued operations		—			557,052
		14,819			(631,626	)
Net loss		(8,346,923	)		(1,598,899	)
Beneficial conversion feature—preferred stock dividend		—			(665,994	)
Loss available to common shareholders	$	(8,346,923	)	$	(2,264,893	)
Basic and diluted net loss per common share:
Loss before discontinued operations	$	(0.24	)	$	(0.04	)
Discontinued operations:
Loss from discontinued operations		0.00			(0.04	)
Gain on sale of discontinued operations		—			0.02
Income (loss) from discontinued operations		0.00			(0.02	)
Net loss	$	(0.24	)	$	(0.06	)
Loss available to common shareholders	$	(0.24	)	$	(0.08	)
Weighted average number of common shares outstanding		35,121,835			28,498,626

ALLEGRO BIODIESEL CORPORATION

~~See accompanying notes to consolidated financial statements.~~CONSOLIDATED BALANCE SHEETS

	March 31, 2009				December 31, 2008
	(Unaudited)				(Audited)
Assets
Current assets:
Cash and cash equivalents	$	520,953			$	48,339
Other current assets		9,738				7,820
Total current assets		530,691				56,159
Investments		788,550				788,550
Other		25,896				25,896
Total assets	$	1,345,137			$	870,605

Liabilities and Shareholders’ Deficit
Current liabilities:
Accounts payable		190,032				319,978
Accrued expenses		471,953				469,560
Accrued dividends		5,224,949				4,715,501
Due to Ocean Park Advisors, LLC.			65,000			216,440
Total current liabilities		5,951,934				5,721,479
Total liabilities		5,951,934				5,721,479

Shareholders’ 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 March 31, 2009 and December 31, 2008, respectively		262,766				265,553
Common stock, $0.01 par value:
150,000,000 shares authorized - 28,847,667 and 28,919,779 shares
issued and outstanding shares at March 31, 2009 and December 31, 2008, respectively		280,174				280,895
Additional paid in capital		317,459,598				317,395,124
Accumulated deficit		(322,609,335		)		(322,792,446	)
Total shareholders’ deficit		(4,606,797		)		(4,850,874	)
Total liabilities and shareholders' deficit	$	1,345,137			$	870,605

~~Table~~See accompanying ofNotes ~~Contents~~to Consolidated Financial Statements.

~~DIAMETRICS MEDICAL, INC. CONSOLIDATED BALANCE SHEETS (UNAUDITED)~~ 1

	March 31,			December 31,
	2005			2004
ASSETS
Current assets:
Cash and cash equivalents	$	211,519		$	1,095,800
Prepaid expenses and other current assets		88,218			24,815
Assets of discontinued operations		—			25,017
Total current assets		299,737			1,145,632
Property and equipment, net		1,332			3,171
Other assets, net		99,896			107,226
	$	400,965		$	1,256,029
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	560,566		$	636,055
Accrued interest		853,383			675,843
Other accrued expenses		76,659			42,941
Convertible senior secured fixed rate notes		180,143			28,281
Liabilities of discontinued operations		119,417			93,677
Total current liabilities		1,790,168			1,476,797
Long-term liabilities:
Convertible subordinated debt		8,166,594			988,106
Total liabilities		9,956,762			2,464,903
Shareholders’ deficit:
Preferred stock, $.01 par value: 5,000,000 shares authorized, 25,000 shares issued and outstanding at both March 31, 2005 and December 31, 2004 (liquidation preference of preferred shares is $2,500,000 at March 31, 2005 and December 31, 2004)		250			250
Common stock, $.01 par value: 1,000,000,000 and 200,000,000 shares
authorized at March 31, 2005 and December 31, 2004, 35,121,835 shares issued and outstanding at both dates, respectively;		351,218			351,218
Additional paid-in capital		165,432,535			165,432,535
Accumulated deficit		(175,339,800	)		(166,992,877	)
Total shareholders’ deficit		(9,555,797	)		(1,208,874	)
	$	400,965		$	1,256,029

ALLEGRO BIODIESEL CORPORATION

~~See~~CONSOLIDATED STATEMENTS ~~accompanying~~OF ~~notes to consolidated financial statements.~~ OPERATIONS

4 (UNAUDITED)

	Three Months Ended March 31,
	2009			2008
General and administrative		193,111			544,106
Operating loss		(193,111	)		(544,106	)
Interest expense		-			(67,094	)
Interest income		206			8,538
Other, net		946,430			15
Income (loss) before income taxes		753,525			(602,647	)
Income taxes		-			-
Net income (loss) from continuing operations		753,525			(602,647	)

Discontinued operations, net of income taxes		-			(5,650,783	)
Net income (loss)		753,525			(6,253,430	)
Dividends on preferred stock		(570,414	)		(581,096	)
Net income (loss) available to common shareholders	$	183,111		$	(6,834,506	)
Net income (loss) per share
Basic:
Continuing operations	$	0.01		$	(0.03	)
Discontinued operations				$	(0.24	)
Diluted:
Continuing operations	$	0.00		$	(0.03	)
Discontinued operations				$	(0.24	)
Weighted average number of common shares used in per share calculations:
Basic		28,755,373			23,433,434
Diluted		68,116,024			23,433,434

~~DIAMETRICS MEDICAL, INC.~~See ~~CONSOLIDATED~~accompanying ~~STATEMENTS~~Notes OFto ~~CASH~~Consolidated ~~FLOWS (UNAUDITED)~~ Financial Statements.

	Three Months EndedMarch 31,
	2005			2004
Cash flows from operating activities:
Net loss	$	(8,346,923	)	$	(1,598,899	)
Adjustments to reconcile net loss to net cash flows from operating activities:
Loss from discontinued operations		—			1,188,678
Gain on sale of discontinued operations		—			(557,052	)
Income on liquidation of discontinued operations		(14,819	)		—
Depreciation and amortization		9,169			12,668
Accretion of convertible notes		7,330,350			233,186
Stock-based compensation		—			40,156
Expense related to warrant repricing		—			90,674
Prepaid expenses and other current assets		(63,403	)		103,429
Accounts payable		(75,489	)		275,339
Accrued interest		177,540			126,782
Other accrued expenses		33,718			(169,238	)
Deferred credits and revenue		—			1,245
Net cash used in continuing operating activities		(949,857	)		(253,032	)
Cash flows from investing activities:
Other		—			8,634
Net cash provided by investing activities		—			8,634
Cash flows from financing activities:
Net proceeds from the issuance of preferred stock and common stock warrants		—			1,262,539
Net cash provided by (used in) financing activities		—			1,262,539
Net cash provided by (used in) discontinued operations		65,576			(524,523	)
Net increase (decrease) in cash and cash equivalents		(884,281	)		493,618
Cash and cash equivalents at beginning of period		1,095,800			170,692
Cash and cash equivalents at end of period	$	211,519		$	664,310
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	—		$	—
Supplemental disclosure of noncash investing and financing activities:
Effective January 16, 2004, the Company completed a $1.5 million financing through the sale of 15,000 shares of Series F convertible preferred stock. A beneficial conversion feature embedded in the preferred stock was calculated at $665,994 and was recorded as a noncash charge to retained earnings and treated as a reconciling item on the Statements of Operations to adjust the reported net loss to loss available to common shareholders.

5ALLEGRO BIODIESEL CORPORATION

~~Table~~CONSOLIDATED STATEMENTS ofOF ~~Contents~~CASH FLOWS

~~DIAMETRICS MEDICAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS March 31, 2005~~ (UNAUDITED)

(1) DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

	Three Months Ended March 31,
	2009			2008

Cash flows from operating activities:
Net income (loss)	$	753,525		$	(6,253,430	)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation and amortization		-			-
Impairment charges		-			5,443,586
Gain on sale of equity interest in PAAL		-			(125,000	)
Stock-based compensation and other		-			110,674
Bad debt expense		-			61,730
Creditor and note receivable settlements		-			(7,974	)
Accretion of convertible notes payable and amortization of debt discount		-			49,834
Changes in operating assets and liabilities:
Accounts receivable		-			(1,758	)
Inventory		-			9,941
Prepaid expenses and other assets		(1,918	)		40,052
Accounts payable		(129,946	)		(23,570	)
Due to Ocean Park Advisors, LLC.		(151,440	)		54,678
Accrued expenses		2,393			(41,494	)
Net cash provided by (used in) operating activities		472,614			(682,731	)

Cash flows from investing activities:
Capital expenditures		-			(15,435	)
Proceeds from sale of equity interest in PAAL		-			125,000
Net cash provided by investing activities		-			109,565

Cash flows from financing activities:
Proceeds from repayment of issued promissory note		-			225,000
Payments on line of credit and notes payable		-			(150,000	)
Net cash provided by financing activities		-			75,000

Net change in cash and cash equivalents		472,614			(498,166	)
Cash and cash equivalents at beginning of period		48,339			874,693
Cash and cash equivalents at end of period	$	520,953		$	376,527

Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	-		$	150,012
Cash paid during the period for income taxes	$	-		$	-
Supplemental disclosure of non-cash investing and financing activities:
Conversion of convertible debt into common stock	$	-		$	1,000,000
Conversion of accrued dividends into common stock	$	60,967		$	521,548

See accompanying Notes to Consolidated Financial Statements.

The interim consolidated financial statements of Diametrics Medical, Inc. (the “Company”) are unaudited and have been prepared by the Company 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. Pursuant to such rules and regulations, certain financial information and footnote disclosures normally included in the financial statements have been condensed or omitted. However, in the opinion of management, the financial statements include all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the interim periods presented. Operating results for these interim periods are not necessarily indicative of results to be expected for the entire year. 3

ALLEGRO BIODIESEL CORPORATION

~~The Company has identified certain of its significant accounting policies that~~NOTES itTO ~~considers~~CONSOLIDATED ~~particularly~~FINANCIAL important to the portrayal of the Company’s results of operations and financial position and which may require the application of a higher level of judgment by the Company’s management and, as a result, are subject to an inherent level of uncertainty. These are characterized as “critical accounting policies” and address the accounting for and classification of debt and equity instruments and revenue recognition and accounts receivable, each more fully described under “Management’s Discussion and Analysis of Results of Operations and Financial Condition” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004. No other changes to the Company’s critical accounting policies have been made during the quarter ended March 31, 2005. STATEMENTS

~~These statements should be read in conjunction with the financial statements~~MARCH ~~and related notes which are part of the Company’s Annual Report on Form 10-K for the year ended December~~ 31, ~~2004.~~ 2009

6 (UNAUDITED)

~~Table of Contents~~1. Business

~~Description of the Business. Diametrics Medical, Inc., is a medical device~~Allegro ~~company.~~Biodiesel ~~It’s~~Corporation ~~focus has changed significantly over the past 18 months. On November 1~~(“Allegro”, ~~2004~~“we,” ~~the~~“us” ~~Company~~or terminated all of its employees in the United Kingdom and all but four of its employees in the United States. On November 22, 2004, a meeting of creditors was held in London, England for the purposes of liquidating the assets of its wholly-owned subsidiary in the United Kingdom, Diametrics Medical Limited (“~~DML~~Company”). ~~The~~is ~~Company has created~~ a ~~new, wholly~~publicly-~~owned~~traded ~~subsidiary~~shell ~~called~~company ~~TGC Research Limited (“TGC”),~~ which ~~acquired~~from ~~certain~~September ~~assets~~20, ~~including~~ ~~equipment~~2006 ~~and~~through ~~intellectual~~September ~~property~~9, ~~from~~2008 ~~the~~owned ~~liquidator of DML in January 2005. TGC was formed as~~ a ~~research and development organization,~~ ~~focusing~~biodiesel ~~initially~~production onfacility ~~the~~that ~~development~~used ofrenewable aagricultural-based ~~line of new products aimed at~~feedstock ~~continuous~~(primarily ~~glucose~~soybean ~~monitoring~~oil) ~~and~~to ~~control~~produce inbiodiesel ~~critically~~fuel ~~ill patients, in a hospital setting, at~~ (the ~~point-of-patient care.~~“Pollock Facility”).

~~Principles~~During 2007, the biodiesel industry experienced a significant increase in the cost of soybean ~~Consolidation~~oil. The ~~accompanying~~increase ~~consolidated~~in ~~financial~~the ~~statements~~cost of soybean oil had a significant negative ~~include~~effect ~~the~~on ~~accounts~~our ofprofit ~~Diametrics~~margins ~~Medical,~~and ~~Inc~~cash flows. ~~and~~Given ~~its~~these ~~wholly-owned~~economic conditions, on ~~subsidiaries~~October 15, ~~TGC~~2007 ~~Research~~we ~~Limited~~adopted a Company-wide cost reduction plan to reduce our costs. We also significantly reduced, and ~~Diametrics~~then ~~Medical~~halted, ~~Ltd.~~production ~~All~~at ~~material~~the Pollock ~~inter-company~~Facility ~~accounts~~during ~~and~~the ~~transactions~~fourth ~~have~~quarter ~~been~~of ~~eliminated~~2007.

~~Research~~Due ~~and~~to the ~~Development.~~continuing ~~Research~~difficult ~~and~~conditions ~~development~~in ~~costs~~the ~~relate~~biodiesel toindustry ~~new~~described ~~product~~above, ~~development~~during ~~and~~the ~~are~~second ~~expensed~~quarter asof ~~incurred.~~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”).

~~Net~~As ~~Loss~~a consequence ~~Per~~of ~~Common~~the ~~Share~~Sale, we have reduced our outstanding liabilities and eliminated our secured debt. ~~Basic~~While ~~loss~~we ~~per~~no ~~share~~longer ~~(“EPS”)~~have isany ~~calculated~~operating byassets, and ~~dividing~~are ~~net~~considered ~~loss~~a by“shell ~~the~~company” ~~weighted~~under ~~average~~the ~~common~~rules ~~shares~~and ~~outstanding~~regulations ~~during~~of the ~~period.~~Securities ~~Diluted~~and ~~EPS~~Exchange ~~reflects~~Commission, ~~the~~we ~~potential~~continue ~~dilution~~ to ~~basic~~operate ~~EPS~~as ~~that~~a ~~could~~publicly-traded ~~occur~~corporation ~~upon~~with ~~conversion~~non-operating orassets, ~~exercise~~including ofcash ~~securities,~~and ~~options~~our orequity ~~other~~investment in ~~such~~Community ~~items~~Power toCorporation (“CPC”). In February 2009, we ~~common~~increased ~~shares~~our ~~using~~cash ~~the~~balance ~~treasury~~significantly ~~stock~~due ~~method,~~to ~~based~~our ~~upon~~receipt ~~the~~of ~~weighted~~an ~~average~~arbitration ~~fair~~award ~~value~~relating to our 2006 acquisition of ~~the~~Vanguard ~~Company’s~~totaling ~~common~~$875,428 ~~shares~~in ~~during~~cash plus ~~the~~accrued ~~period.~~interest ~~For~~of ~~each~~$63,900, ~~period presented~~and 519,736 ~~basic~~shares ~~and~~of ~~diluted~~our ~~loss~~common stock. The ~~per~~escrow ~~share~~proceeds ~~amounts~~received ~~are~~have ~~identical~~been classified as ~~the effect~~“Other, ofnet” ~~potential~~in ~~common~~the ~~shares~~accompanying isstatement ~~antidilutive~~of operations.

~~The~~As ~~following~~of March is31, a2009, ~~summary~~we ofhad ~~outstanding~~negative ~~securities~~working ~~which~~capital ~~have~~of ~~been~~$5,421,243. ~~excluded~~Included as a ~~from~~reduction ~~the~~to ~~calculation~~working capital is $5,224,949 of ~~diluted~~accrued ~~EPS~~dividends ~~because~~which the Company ~~effect~~may onpay, ~~net~~at ~~loss~~its ~~per~~option, ~~common share~~in ~~would~~shares ~~have~~of ~~been~~its ~~antidilutive:~~Series A convertible preferred stock.

	March 31,		December 31,
	2005		2004
Common stock options		1,422,600		1,422,600
Common stock warrants		66,811,426		66,811,426
Convertible senior secured fixed rate notes		2,013,430		2,013,430
Convertible preferred stock-Series F		6,666,667		6,666,667
Convertible preferred stock-Series G		25,000,000		25,000,000
Restricted stock		64,251		64,251

Management is actively seeking strategic alternatives, including the pursuit of additional financing for acquisitions and evaluating potential strategic transactions. However, due to the current economic environment, we cannot assure our current and future stockholders that there will be adequate funds available when needed and on acceptable terms, or that a strategic alternative can be arranged. We are also attempting to sell our minority interest in CPC. If we are unable to arrange for a strategic alternative, obtain additional financing, or sell our minority interest in CPC by fourth quarter of 2009, we will not be able to operate as a going concern and will likely be forced to liquidate and wind-up the Company.

~~Use of Estimates.~~ The consolidated ~~preparation of~~ financial statements inhave ~~conformity~~been ~~with generally~~prepared ~~accepted~~on ~~accounting~~a ~~principles~~going ~~requires~~concern ~~management to make estimates~~basis ~~and~~which ~~assumptions~~contemplates ~~that affect~~ the ~~reported~~realization ~~amounts~~ of assets and ~~liabilities,~~ the ~~disclosure~~ settlement of ~~contingent assets and~~ liabilities in ~~and~~ the ~~reported~~normal ~~amounts~~course of ~~revenues~~ ~~and~~business. The ~~expenses~~consolidated ~~during~~financial statements ~~the~~do ~~reporting~~not ~~period.~~include ~~The~~any ~~Company’s~~adjustments ~~significant estimates~~relating ~~primarily relate~~ to the ~~assessment~~recoverability and classification of asset carrying amounts or the ~~fair~~amount ~~value~~and ofclassification ~~long-lived~~of ~~assets~~liabilities ~~and~~that ~~accounting~~might ~~for~~result ~~debt~~should ~~and~~the ~~equity~~Company ~~transactions.~~be ~~Actual~~unable ~~results~~to ~~could differ~~continue ~~from~~as ~~those~~a going ~~estimates~~concern.

72. Basis of Presentation and Significant Accounting Policies

~~Table~~ Basis of ~~Contents~~Presentation

~~Stock~~The consolidated ~~Based~~financial ~~Compensation.~~statements Asof ~~permitted~~Allegro byare ~~Statement~~unaudited ofand ~~Financial~~have ~~Accounting~~been ~~Standards~~prepared ~~(SFAS) No. 123,~~in ~~“Accounting~~accordance with accounting principles generally accepted in the United States of America for ~~Stock-Based~~interim ~~Compensation~~financial information,” pursuant to the ~~Company~~rules ~~applies~~and regulations of the ~~intrinsic-value~~Securities ~~method~~and ~~prescribed~~Exchange inCommission. ~~Accounting~~Notes ~~Principles~~to the ~~Board~~financial ~~(“APB”)~~statements ~~Opinion~~which ~~No. 25,~~would ~~“Accounting~~substantially ~~for~~duplicate ~~Stock~~the ~~Issued~~disclosures contained toin ~~Employees,”~~the ~~to account~~audited financial statements for the ~~issuance~~most ofrecent ~~stock~~fiscal ~~incentives~~year 2008 toas ~~employees~~reported ~~and~~in ~~directors.~~the AsCompany's aForm 10-K have been omitted. The results ~~result,~~of nooperations ~~compensation~~for ~~expense~~the ~~related~~three tomonth ~~employees’~~periods ended March 31, 2009 and ~~directors’~~2008 ~~stock~~are not ~~incentives~~necessarily ~~has~~indicative ~~been~~of ~~recognized~~the inresults ~~the~~to ~~financial~~be ~~statements~~expected asfor ~~all~~the ~~options granted~~full ~~under~~year. ~~stock~~All accounts ~~incentive~~and ~~plans~~intercompany ~~had~~transactions anhave ~~exercise~~been ~~price~~eliminated ~~equal~~in toconsolidation. In the ~~market value~~opinion of management, the ~~underlying~~consolidated ~~common~~financial ~~stock~~statements oninclude ~~the~~all adjustments, ~~date~~consisting of ~~grant.~~normal ~~Had~~recurring ~~compensation costs~~accruals, ~~for~~necessary to present fairly the Company’'s ~~stock~~financial ~~incentive~~position, ~~plans~~results ~~been~~of ~~determined~~operations ~~based~~and oncash ~~the fair~~flows. ~~value~~These ofstatements ~~the~~should ~~awards~~be onread in conjunction with the ~~date~~financial ofstatements ~~grant,~~and related ~~consistent~~notes ~~with~~which ~~the~~are ~~provisions~~part of ~~SFAS~~ ~~No. 123,~~ the Company’'s ~~net~~Annual ~~loss~~Report ~~per~~on ~~share~~Form ~~would~~10-K ~~have~~for ~~increased to~~ the ~~pro~~ ~~forma~~year ~~amounts~~ended ~~indicated~~December ~~below:~~ 31, 2008.

	Three months ended March 31,
	2005			2004
Loss available to common shareholders, as reported	$	(8,346,923	)	$	(2,264,893	)
Stock-based employee compensation expense included in net loss available to common shareholders		—			40,156
Total stock-based employee compensation expense determined under fair value-based method for all awards		(130,488	)		(254,805	)
Pro forma net loss available to common shareholders	$	(8,477,411	)	$	(2,479,542	)
Loss available to common shareholders:
Basic and diluted, as reported	$	(0.24	)	$	(0.08	)
Basic and diluted, proforma	$	(0.24	)	$	(0.09	)

NoNet Income ~~new~~(Loss) ~~options~~per ~~were issued during the three months ended March 31, 2005 and 2004.~~ Share

~~Recently~~Basic ~~Issued~~net income ~~Accounting~~(loss) ~~Pronouncements~~per share is calculated by dividing net income (loss) by the weighted average common shares outstanding during the period. Diluted net income (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:

In June 2005, Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 154 (SFAS No. 154), “Accounting Changes and Error Corrections”, a replacement of APB Opinion No. 20 and FASB Statement No. 3. The statement applies to all voluntary changes in accounting principle, and changes the requirements for accounting for and reporting of a change in accounting principle. SFAS No. 154 requires retrospective application to prior periods’ financial statements of a voluntary change in accounting principle unless it is impracticable. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. Earlier application is permitted for accounting changes and corrections of errors made occurring in fiscal years beginning after June 1, 2005. The statement does not change the transition provisions of any existing accounting pronouncements, including those that are in a transition phase as of the effective date of this statement. The Company does not expect the adoption of SFAS No. 154 to have a material effect on its consolidated financial statements.

	Three months ended March 31,
	2009	2008
Convertible preferred stock - Series A	--	39,014,910
Convertible preferred stock - Series B	--	1,413,900
	--	40,428,810

The following is a reconciliation of the numerator and denominator of basic earnings per share (2"EPS") ~~GOING~~ ~~CONCERN~~to the numerator and denominator of diluted EPS for the 2009 period.

Although the Company discontinued all its operations in October 2004, it did obtain additional funding in December 2004 and again in May 2005 for a new product research project started in early 2005. The accompanying financial statements have therefore been prepared on a going-concern basis. The report of the Company’s independent registered public accounting firm on the consolidated financial statements for the year ended December 31, 2004 contains an explanatory paragraph expressing substantial doubt about the Company’s ability to continue as a going concern as a result of recurring losses, negative cash flows and uncertainties regarding the Company’s ability to successfully develop, produce and market a new product or products. The financial statements would require additional adjustments relating to the recoverability and classification of recorded asset amounts and the amounts and classification of liabilities if the Company is unable to continue as a going concern.

	Net income		Shares		Per share
	(Numerator)		(denominator)		amount
Basic EPS	$	181,111		28,755,373	$	0.01
Effect of convertible preferred stock		-		39,360,651		(0.00	)
Diluted EPS	$	181,111		68,116,024	$	0.00

8Recent Accounting Pronouncement

~~Table~~In June 2008, the FASB ratified EITF Issue No. 07-5, Determining whether an Instrument (or Embedded Feature) is indexed to an Entity’s Own Stock (“EITF 07-5”). EITF 07-5 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early application is not permitted. ITF 07-5provides a new two-step model to be applied in determining whether a financial instrument or an embedded feature is indexed to an issuer’s own stock and thus able to qualify for the SFAS No. 133 paragraph consolidated financial position, results of ~~Contents~~operations or cash flows.

~~The Company is planning to use available funds to develop new products aimed at continuous glucose monitoring in critically ill patients~~3. ~~It believes its~~ Discontinued ~~experience with in-vivo measurement systems positions it well to develop such products. Planning efforts are projected to continue through summer 2005.~~ Operation

~~The Company will be required to raise additional capital in order to sustain~~In ~~and~~September ~~fund its operations over the long term. Initial projections by management indicated a need for $10 million to $15 million~~2006, ~~which may be adjusted as~~ the Company ~~develops~~acquired ~~its business plan and evaluates further the costs of product development and sales and marketing programs~~Vanguard. The Company ~~currently~~committed ~~has~~to ~~no available~~a ~~lines of credit or other credit facilities and is not certain that it~~plan ~~can~~to ~~obtain~~sell ~~financing or~~Vanguard, ifwhich itwas isapproved ~~available,~~by ~~whether it will be on acceptable terms. The Company may pursue~~ the ~~issuance~~board of ~~additional~~directors, ~~equity~~during ~~or debt securities to~~ the ~~extent funding raised from other business alternatives is not~~ ~~sufficient~~second toquarter ~~meet~~of ~~its funding requirements~~2008. IfIn ~~additional~~accordance ~~funds~~with ~~are~~SFAS ~~raised through the issuance of equity or equity-related securities~~144, ~~current shareholders~~Vanguard’s ~~may experience dilution of their ownership interests and the newly~~financial ~~issued~~results ~~securities may~~ have ~~rights~~been ~~superior~~classified toas ~~those~~a ofdiscontinued ~~common~~operation ~~stock.~~in Ifour consolidated ~~additional~~financial ~~funds~~statements ~~are~~for ~~raised~~all byperiods ~~issuing debt~~presented. Accordingly, the ~~Company may be subject to~~ ~~restrictive~~condensed ~~covenants~~consolidated ~~that~~financial ~~could~~statements ~~limit~~have ~~its~~been ~~operating~~revised ~~flexibility.~~for ~~While~~all periods ~~management~~presented ~~believes~~to ~~that~~reflect the ~~Company~~Vanguard ~~will~~biodiesel bebusiness ~~able~~as toa ~~raise adequate funding to~~discontinued ~~meet~~operation. ~~its~~Unless ~~operational~~noted ~~requirements~~otherwise, ~~there~~discussions ~~can~~in bethe nonotes ~~assurance~~to ~~that adequate funds will be available when needed and on acceptable terms. If~~ the ~~Company is~~consolidated ~~unable~~financial tostatements ~~obtain~~pertain ~~additional financing when needed, it would be required~~ to ~~significantly~~ ~~scale~~our ~~back~~continuing ~~development plans and reduce the scope of its~~ operations ~~or cease operations entirely~~.

~~(3) BORROWINGS~~The financial results of Vanguard included in discontinued operation are as follows for the three months ended March 31, 2008:

The following is a rollforward of the Company’s borrowings from December 31, 2004 to March 31, 2005:

Sales	$	55,014
Income taxes		--
Loss from discontinued operations after income taxes	$	5,650,783

	Convertible senior
	secured fixed rate		Convertible
	notes		subordinated debt
Balance at December 31, 2004	$	28,281	$	988,106
Principal payments		—		—
Accretion of interest		151,862		7,178,488
Balance at March 31, 2005	$	180,143	$	8,166,594

During the three months ended March 31, 2008, the Company incurred impairment charges totaling $5,443,586 related to Vanguard’s biodiesel facility and intangible assets.

~~Principal payments of $56,250 are due on a monthly basis for the convertible senior secured fixed rate notes beginning August 1, 2005~~4. ~~The face amount of~~ Common those notes is $1,800,000. Principal payments for the convertible subordinated debt are not due until the convertible senior fixed rate notes are repaid. The face amount of that debt is $7,300,000. The carrying amount of that debt of $8,166,594 includes unamortized debt premium of $895,508 at March 31, 2005. Stock

~~(4)~~During the three months ended March 31, 2009, 278,672 shares of Series A convertible preferred stock together with ~~ASSET~~accrued ~~PURCHASE~~dividends of $60,967 were converted into 447,627 shares of common stock at the original conversion price of $0.76 per share.

~~On January 14, 2005, the Company announced that its wholly-owned~~In ~~subsidiary~~February ~~in the United Kingdom~~2009, ~~TGC~~519,736 ~~had~~shares ~~acquired certain assets out~~ of ~~liquidation~~ ~~from~~ the ~~liquidator~~Company’s ofcommon ~~DML.~~stock ~~DML~~were ~~was~~awarded ~~formerly~~to ~~a wholly-owned~~us ~~subsidiary~~in connection of the ~~Company~~arbitration ~~that~~award ~~was~~relating ~~placed~~to ~~into~~our ~~liquidation~~2006 inacquisition ~~November 2004.~~of ~~The assets purchased by TGC included certain equipment and intellectual property, including certain trademarks~~Vanguard. The ~~purchased~~underlying ~~assets~~shares ~~are expected to form the core of a new product research and development program that TGC~~ will ~~begin~~ ~~implementing in 2005. This R&D program initially will~~ be ~~focused~~cancelled ~~on bringing~~by ~~to market a line of products aimed at monitoring and controlling~~the ~~glucose on a~~ Company.

9 5

~~Table~~ITEM of2. ~~Contents~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~continuous~~This quarterly ~~basis~~report on Form 10-Q of Allegro Biodiesel Corporation (“Allegro”, “we,” “us” or “Company”) for the three months ended March 31, 2009, contains forward-looking statements, principally in ~~critically~~this ~~ill~~Section ~~patients~~and “Business.” Generally, ~~The~~you ~~cost~~can ofidentify these statements because they use words like ~~purchasing~~“anticipates,” ~~the~~“believes,” ~~assets~~“expects,” ~~was~~“future,” ~~approximately~~“intends,” ~~$333~~“plans,~~000~~” 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, ~~which~~we ~~was~~cannot ~~funded~~guarantee bytheir ~~proceeds~~accuracy and actual results may differ materially from ~~the~~those ~~sale~~we ofanticipated ~~Convertible~~due ~~Senior~~to ~~Secured~~a ~~Notes~~number ~~dated~~of uncertainties, many of ~~December 15~~which are unforeseen, ~~2004~~including, among others, the risks we face as described in this filing. ~~The~~You ~~cost~~should not place undue reliance on these forward-looking statements which apply only as of the ~~assets~~date ~~was~~of ~~charged~~this toannual ~~research~~report. ~~and~~These ~~development~~forward-looking ~~expense~~statements atare within the ~~date~~meaning of Section 27A of the Securities ~~acquisition~~Act of 1933, as ~~they~~amended, ~~have~~and nosection ~~alternative~~21E of the Securities Exchange ~~use~~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.

~~(5) SHAREHOLDERS’~~We ~~DEFICIT~~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.

On March 18, 2005, the Company’s shareholders approved an increase in the number of authorized shares of all classes of stock from 205,000,000 to 1,005,000,000 and in the number of authorized shares of Common Stock from 200,000,000 to 1,000,000,000. Overview

~~(6) SUBSEQUENT~~We ~~EVENT~~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”).

~~On May 2~~During 2007, ~~2005,~~ the ~~Company~~biodiesel ~~arranged~~industry anexperienced ~~additional~~a ~~loan~~significant ofincrease ~~$150,000~~in on the ~~same~~cost of ~~terms~~soybean asoil. ~~borrowings~~The ~~under~~increase in the ~~Convertible~~cost ~~Senior~~of ~~Secured~~soybean ~~Notes~~oil ~~dated~~had ~~December~~a significant negative ~~15,~~effect ~~2004~~on our profit margins and cash flows. ItGiven ~~expects~~these toeconomic ~~use~~conditions, ~~the~~on October ~~proceeds~~15, to2007 ~~continue~~we ~~planning~~adopted ~~for~~a ~~its~~Company-wide ~~new product~~cost ~~development.~~reduction ~~Warrants~~plan to ~~purchase~~reduce anour costs. ~~additional~~We 3also significantly reduced,~~750,000~~ ~~shares~~and ~~of common~~then ~~stock~~halted, ~~were~~production ~~also~~at ~~issued~~the toPollock Facility during the ~~lenders~~fourth quarter of 2007.

~~Item~~Due 2.to the ~~Management’s~~continuing ~~Discussion~~difficult ~~and~~conditions ~~Analysis~~in the biodiesel industry described above, during the second quarter of ~~Results~~2008, the independent member of ~~Operations~~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 ~~Financial~~Tim ~~Condition~~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.

~~FORWARD-LOOKING~~Pursuant to ~~STATEMENTS~~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.

~~This quarterly report on Form 10-Q of Diametrics Medical, Inc. for the quarter~~During ~~ended March 31~~2008, ~~2005~~we ~~contains~~notified ~~forward-looking statements, principally in~~ the ~~sections~~ ~~entitled~~Former ~~“Management’s~~Vanguard ~~Discussion~~Members ~~and Analysis~~ of ~~Results~~our ~~of Operations~~demand ~~and~~for ~~Financial Condition.” Generally, you can identify these~~indemnification ~~statements~~under ~~because~~the ~~they~~2006 ~~use~~Contribution ~~words like “anticipates~~Agreement,” ~~“believes,” “expects,” “future,” “intends,” “plans,”~~ and ~~similar~~of ~~terms. These statements reflect only~~ our ~~current~~claim ~~expectations.~~upon ~~Although~~the weescrow ~~do not make forward-looking statements~~deposit ~~unless~~under wethe ~~believe~~Escrow weAgreement ~~have a reasonable basis for doing so,~~ we ~~cannot~~entered ~~guarantee their~~into ~~accuracy~~with ~~and~~them ~~actual~~on ~~results~~September ~~may differ materially from those we anticipated due to a number of uncertainties~~20, ~~many~~2006 ~~of which are unforeseen, including, among others,~~ (the ~~risks we face as described in this filing. You~~ ~~should~~“Escrow ~~not place undue reliance on these forward-looking statements which apply only as of the date of this quarterly report~~Account”). ~~These~~We ~~forward-looking~~alleged ~~statements are~~that ~~within~~ the ~~meaning~~Former ofVanguard ~~Section 27A~~Members ofmade ~~the Securities Act of 1933, as~~certain ~~amended,~~misrepresentations ~~and~~with ~~Section 21E~~respect ~~of the Securities Exchange Act of 1934, as amended, and are intended~~ to ~~be covered by~~ the ~~safe~~closing ~~harbors~~balance ~~created~~sheet ~~thereby. To the extent that such statements are not recitations~~ of ~~historical fact~~Vanguard, ~~such~~dated ~~statements~~September ~~constitute forward-looking statements that~~15, ~~by definition~~2006, ~~involve risks~~namely ~~and~~overstating ~~uncertainties.~~inventory Inassets ~~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~~understating ~~to have a reasonable basis, but~~current ~~there~~liabilities. ~~can~~The betotal noamount ~~assurance that the statement~~ of ~~expectation~~this ofclaim ~~belief~~was ~~will~~approximately ~~be accomplished~~$1.1 million.

10During 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.

~~Table of Contents~~6

WeAs ~~believe it is important to communicate our expectations to our investors.~~a ~~There~~consequence ~~may~~of ~~be events in~~ the ~~future~~Sale, ~~however, that~~ we ~~are unable to predict accurately or over which we~~ have noreduced ~~control,~~our ~~and~~outstanding weliabilities ~~remain subject to various~~and ~~risks,~~eliminated ~~uncertainties and events that may cause~~ our ~~actual~~secured ~~results~~debt, toas ~~differ materially~~described ~~from~~above. ~~the~~While ~~expectations~~ we ~~describe~~no inlonger ~~our~~have ~~forward-looking statements.~~any ~~Factors~~operating ~~that could cause actual results or events to differ materially from those anticipated~~assets, ~~include,~~and ~~but~~ are ~~not~~considered ~~limited~~a ~~to:~~“shell ~~our~~company” ~~ability~~under ~~to successfully develop new products;~~ the ~~ability~~rules ~~to obtain financing for product development; changes in product strategies; general economic, financial~~ and ~~business~~ ~~conditions; changes in and compliance with governmental healthcare and other~~ regulations; ~~changes~~of ~~in tax laws;~~ the ~~availability~~Securities ~~of key management~~ and ~~other personnel,~~Exchange ~~and other risks and uncertainties~~Commission, ~~including~~we ~~those~~continue ~~described~~as ~~in the~~a ~~Company’s Form 10~~publicly-Ktraded ~~filed~~corporation with ~~the~~non-operating ~~U.S.~~assets, ~~Securities~~including cash and ~~Exchange Commission for~~our ~~the~~equity ~~fiscal~~investment ~~year~~in ~~ended~~Community ~~December 31,~~Power ~~2004.~~Corporation (“CPC”).

11Management is actively seeking strategic alternatives, including the pursuit of additional financing for acquisitions and evaluating potential strategic transactions. However, due to the current economic environment, we cannot assure our current and future stockholders that there will be adequate funds available when needed and on acceptable terms, or that a strategic alternative can be arranged. We are also attempting to sell our minority interest in CPC. If we are unable to arrange for a strategic alternative, obtain additional financing, or sell our minority interest in CPC by the fourth quarter of 2009, we will not be able to continue as a going concern and will likely be forced to liquidate and wind-up the Company.

~~Table~~Our consolidated financial statements have been prepared on a going concern basis which contemplates the realization of ~~Contents~~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.

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

~~The focus~~ Results of ~~the~~Operations ~~Company~~for ~~has changed significantly from~~ the ~~quarter~~Three ~~ended~~Months ~~March 31,~~Ended ~~2004 to the quarter ended~~ March 31, ~~2005. On November 1~~2009, ~~2004, we terminated all of our employees in the United Kingdom and all but four of our employees in the United States. On November~~ ~~22,~~compared ~~2004,~~to ~~a Meeting of Creditors was held in London, England for~~ the ~~purposes of liquidating the assets of the~~ ~~Company’s~~Three ~~wholly-owned~~Months ~~subsidiary~~Ended inMarch ~~the United Kingdom~~31, Diametrics Medical Limited (“DML”). The Company subsequently created a new, wholly-owned subsidiary in the United Kingdom, TGC Research Limited (“TGC”), which acquired certain equipment and intellectual property from the liquidator of DML in the first quarter of 2005. 2008

~~TGC~~Due ~~was created~~ to ~~become a research and development organization, focusing~~ ~~initially on~~ the ~~development~~halting of aproduction ~~line of new products aimed~~ at ~~continuous glucose~~the ~~monitoring~~Pollock ~~and~~Facility ~~control~~ in ~~critically~~2007, ~~ill~~and ~~patients in a hospital setting at~~ the ~~point-~~consummation of~~-patient~~ ~~care. During~~ the ~~past~~Sale ~~three years, clinical practice patterns~~ in ~~intensive~~September ~~care units around the world have changed dramatically. Clinical evidence~~2008, we ~~believe,~~did has conclusively demonstrated that maintaining patients within strict glycemic limits (a clinical practice known as tight glycemic control) can dramatically reduce mortality, risk of infection and other complications. We believe that optimal glycemic control can only be achieved by the continuous monitoring of glucose, a measurement modality that is not ~~currently~~generate ~~available~~sales infrom ~~intensive care units. We believe that clinically~~continuing ~~accurate~~operations ~~glucose~~for ~~measurements can only be achieved by in-vivo measurement. Our new focus initially will be to develop a product system that will effectively and accurately measure, on a continuous basis, glucose in~~ the ~~critically~~three ~~ill patient.~~months Weended ~~expect~~March ~~this product offering will allow clinicians around the world to maintain tight glycemic control in this patient population~~31, ~~which~~2009 ~~we believe,~~and ~~represents a significant business opportunity~~2008.

~~During the first quarter ended March 31~~Selling, ~~2004 and thereafter to November 1,~~ ~~2004,~~General ~~our only business was the development, manufacturing~~ and distribution of blood and tissue monitoring systems that provided continuous diagnostic information at the point-of-patient care. That business, known as Diametrics Medical, Ltd., was acquired in late 1996 and operated as a wholly-owned subsidiary of the Company, with manufacturing, research and development and marketing operations located in High Wycombe, England. Blood and tissue analysis is an integral part of patient diagnosis and treatment and timely access to certain measurements is critical to effective patient care. We believed that use of our systems would result in more timely decisions by providing accurate and continuous test results at the patient’s bedside, thereby reducing the time spent in critical care settings. Our monitoring systems had also recently been used in several biotech applications to provide continuous measurement of environments surrounding cell research and growth. Most of those utilizations had been on a trial basis, although others had generated revenue from systems and sensor sales. Administrative

WeOur selling, ~~marketed~~general and ~~distributed~~administrative ~~our~~expenses ~~TrendCare~~include ~~products~~personnel ~~through a direct sales force in the United States~~costs, the ~~United Kingdom and Germany and through nonexclusive~~costs ~~third-party~~of ~~distributors~~corporate infunctions, ~~various~~accounting, ~~other~~transaction ~~countries.~~costs, ~~We distributed our Neurotrend cerebral tissue monitoring system through Codman & Shurtleff~~legal, ~~Inc.~~insurance, ~~a Johnson & Johnson Company (“Codman”)~~consulting, ~~under~~and annon-cash ~~exclusive~~stock-based ~~worldwide distribution agreement~~compensation.

~~The~~Selling, general ~~results~~and ofadministrative ~~operation~~expenses ~~for~~decreased ~~the~~to ~~continuous~~$193,111 ~~monitoring~~during ~~business~~the ~~have been~~first ~~reported~~quarter asof ~~discontinued~~2009, ~~operation~~from ~~for~~$544,106 ~~each~~in ~~quarter~~the ~~presented~~comparable inperiod ~~this~~of ~~report~~2008. The ~~Revenues~~change ofwas ~~the~~primarily ~~continuous~~attributable ~~monitoring~~to ~~business,~~a ~~included~~reduction in ~~discontinued~~stock-based compensation of ~~operations~~$110,674, ~~were~~a reduction of $2596,~~562~~762 and $~~651~~114,~~016,~~968 ~~respectively~~in ~~for~~management ~~the~~fees ~~quarters~~paid ~~ended March 31,~~to ~~2005~~OPA and salaries, ~~2004~~respectively. As ~~Income~~a ~~(loss) attributable~~result toof ~~that~~the ~~business during those periods were $14~~Sale,~~819~~ ~~and~~salaries ~~($1,188,678), respectively.~~have ceased.

~~APPLICATION OF CRITICAL ACCOUNTING POLICIES~~Interest Expense

~~The~~Interest expense ~~Company’s~~decreased ~~consolidated~~to ~~financial~~$0 ~~statements~~during ~~are~~the ~~prepared~~first inquarter ~~accordance~~of ~~with accounting~~2009 ~~principles~~from ~~generally~~$67,094 ~~accepted~~ in the same Uperiod of 2008.S. During the first quarter of 2008, ~~which~~we ~~require~~incurred interest expense including the ~~Company to~~amortization ~~make~~of ~~estimates~~a ~~and~~debt discount on a $1,000,000 ~~assumptions~~note inoutstanding ~~certain~~which ~~circumstances~~was ~~that~~converted ~~affect~~into ~~amounts~~common ~~reported.~~stock Induring ~~preparing these~~ 2008.

12Interest Income

~~Table~~During the first quarter of ~~Contents~~2009 we generated interest income of $206 compared to $8,538 during the comparable period of 2008. The decrease was attributable to lower average cash balances resulting from the cessation of business operations discussed above.

~~financial statements~~Other, ~~management has made its best estimates and~~ judgments of certain amounts, giving due consideration to materiality. There have been no changes to the Company’s significant accounting policies during 2005. In addition, there were no debt or equity instruments issued during the three months ended March 31, 2005. net

~~RESULTS~~Other, net OFwas ~~OPERATIONS~~$946,430 during the first quarter of 2009, compared to $15 in the comparable period of 2008. During the first quarter of 2009, we received $939,328 in proceeds and common stock from the Escrow Account.

~~Quarter ended March 31, 2005 Compared to March 31, 2004~~Discontinued Operation

~~Revenue~~During the ~~and~~second ~~Cost~~quarter of ~~Revenue~~2008, the board of directors approved the Sale and on September 9, 2008, we completed the Sale. AsWe accounted for the Sale as a discontinued ~~result~~operation in accordance with SFAS No. 144 “Accounting for the Impairment or Disposal of ~~discontinued~~Long ~~operations~~Lived Assets.” Accordingly, the ~~Company~~consolidated ~~has~~financial nostatements ~~revenue~~as orof ~~cost~~and offor ~~revenue~~the ~~related~~three months ended March 31, 2008, have been revised to ~~continuing~~reflect ~~operations.~~Vanguard as a discontinued operation.

~~Operating Expenses. Total operating expenses for~~ During the first quarter ~~ended~~of ~~March 31~~2008, ~~2005~~ ~~totaled~~Vanguard ~~$843,732,~~generated ansales ~~increase~~ of $~~322~~55,~~116~~014 orand ~~62%~~incurred ~~relative to 2004. The~~a ~~increase~~loss ~~in expense reflects the Company’s increase in research and development~~ from $0discontinued ~~for~~operations ~~the~~of ~~three months ended March 31~~$5,650,783 which ~~2004~~included toimpairment charges totaling $~~456~~5,443,586. ~~Approximately $333,000~~for ~~relates to the expensing of assets purchased from the Company~~Vanguard’s ~~former subsidiary,~~biodiesel ~~DML,~~facility ~~with~~and ~~the remaining expenditures spent on developing the assets~~intangible ~~that were purchased~~assets. See ~~The~~Note ~~decrease~~3 into ~~selling,~~the ~~general~~consolidated ~~and~~financial ~~administrative~~statements ~~costs~~for ~~related~~further toinformation regarding the ~~overall~~classification ~~reduction~~of inVanguard ~~general~~as ~~administrative~~a ~~staff from March 31,~~discontinued ~~2004 to March 31, 2005~~operation.

Other Income (Expense). The significant changes between periods in net other income and expense occurred primarily as a result of the accounting treatment for the issuance of additional debt and the modification of debt. The expensing of the beneficial conversion feature and other debt discounts related to the Company’s debt obligations resulted in the recognition of $7~~,330,350 of interest expense.~~

~~Discontinued Operations. On October 4, 2004, the Company concluded that it was~~Liquidity ~~no longer able to fund the operations of DML. The Directors of DML then ceased all operations in the U.K.~~ and, ~~effective~~Capital November 1, 2004 terminated all of our employees there. On November 22, 2004, a Meeting of Creditors was held in London, England for the purposes of liquidating the assets of DML. Based upon a review of SFAS No. 144, “Accounting for the Impairment or Disposal of Long-lived Assets,” the Company assessed the measurement date for the sale transaction as the date of Director approval, which occurred on October 4, 2004. As prescribed by SFAS No. 144, the Company began reporting the results of operations of DML as discontinued operations effective as of the year ended December 31, 2004 for all periods presented. Upon DML entering liquidation in November, the Company recorded a loss of $2.4 million. Resources

~~The~~Our principal ~~Company~~sources ~~recorded~~of aliquidity ~~gain~~consist ~~on liquidation~~ of ~~$14,819~~cash ~~for~~and ~~the~~cash ~~three~~equivalents. ~~months~~Our ~~ended~~principal ~~March 31,~~short-term ~~2005~~and aslong-term aliquidity ~~result~~requirements ofinclude ~~the~~costs ~~sale of the remaining inventory~~to ~~balances~~operate ~~on hand. In addition, as~~ a ~~result~~publicly-traded ofcompany ~~recording~~and ~~DML as a discontinued operation,~~ the ~~Company~~exploration ~~recognized~~of astrategic ~~loss from discontinued operations of $1~~alternatives,~~188,678~~ including ~~for~~potential ~~the~~mergers ~~three~~or ~~months ended March 31, 2004~~acquisitions.

~~LIQUIDITY~~During the ~~AND~~first ~~CAPITAL~~three ~~RESOURCES~~months of 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, as discussed above.

~~The~~At ~~accompanying financial statements have been prepared on a going-concern~~March ~~basis~~31, ~~which~~2009, ~~contemplates~~our ~~the~~cash ~~realization~~and ofcash ~~assets~~equivalents ~~and~~totaled ~~satisfaction~~$520,953, ~~of liabilities~~ and ~~other~~we ~~commitments~~had innegative working ~~the~~capital ~~normal course~~ of ~~business~~$5,421,243. Included ~~The~~in ~~report of~~working ~~the~~capital ~~Company’s independent registered public accounting firm on the~~is ~~consolidated financial statements for the year ended December 31~~$5,224,949 ~~2004 contained an explanatory paragraph expressing substantial doubt about the Company’s ability to continue as a going concern as a result~~ of ~~recurring losses~~accrued ~~and~~dividends ~~negative~~on ~~cash~~our ~~flows.~~Series ~~The~~A ~~financial~~preferred ~~statements~~stock, dowhich ~~not~~we ~~include any~~may ~~adjustments~~pay ~~relating~~at toour ~~the~~option ~~recoverability~~in ~~and~~shares ~~classification~~ of ~~recorded~~stock ~~asset amounts~~ or ~~the amounts and classification of liabilities that may be necessary if the Company is unable to continue as a going concern~~cash.

13On 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.

~~Table~~We believe that our existing sources of ~~Contents~~liquidity, including the receipt of the proceeds from the Escrow Account should be sufficient to fund our continuing operations into the fourth quarter of 2009. 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 by the fourth quarter of fiscal 2009, we will likely be forced to wind-up and liquidate the Company.

~~At March 31, 2005, the Company had negative working capital of approximately~~Operating $1,490,000, compared with negative working capital of approximately $284,000 at March 31, 2004, after restatement of the balance sheet for the impact of discontinued operations. Cash of $212,000 represented 71% of total current assets at March 31, 2005. Current liabilities of $1,790,000 at that date consisted primarily of $1,491,000 in accounts payable and accrued expenses and $180,000 in current maturities of long-term debt. The Company used the net proceeds from $1,800,000 of Convertible Senior Notes funded on December 15, 2004, after banking, legal and accounting fees related to that financing, to pay certain critical liabilities. Others have been negotiated or are being paid over several months. Activities

~~The Company is monitoring its cash position carefully and is evaluating its~~Cash ~~future~~provided by operating ~~cash~~activities ~~requirements~~was in$472,614 for the ~~context~~first ofthree ~~its~~months ~~strategy, business~~of ~~objectives and expected business performance. Cash on hand at March 31~~2009, ~~2005 was~~compared ~~expected~~ to ~~provide~~cash ~~two~~used ~~to three months~~ of ~~funding~~$682,731 asfor the ~~Company~~same ~~developed plans~~period ~~for~~of ~~its new product development activities~~2008. ~~An additional $150,000 was~~Operating ~~borrowed~~cash onflows ~~May 2,~~for ~~2005~~the ~~and~~first ~~additional~~quarter ~~amounts~~of ~~will~~2009 ~~likely~~reflects beour ~~required~~net ~~to complete~~income ~~that planning. After receipt~~ of ~~the~~ $~~150~~753,~~000 in May~~525 ~~2005,~~offset ~~the~~by ~~Company had~~changes ~~available~~in ~~funds~~working capital of $~~250~~280,~~000~~911. ~~Operations used about $100,000 in April 2005~~ The ~~and~~changes ~~$150,000~~ in ~~May 2005~~working ~~and~~capital itare isprimarily ~~expected~~attributable ~~that~~to ~~requirements~~reductions ~~will be~~ in ~~that~~accounts ~~range~~payable ~~in future months, excluding incremental accounting, auditing~~ and ~~legal fees~~amounts ~~related~~due to ~~filings with the Securities and Exchange Commission and any initial new product development costs.~~ OPA

~~The~~Operating cash ~~Company’s~~flows ~~long-term capital requirements~~ for the ~~development~~first ofthree ~~its~~months ~~new products will depend upon numerous factors, including the rate~~ of ~~market acceptance~~fiscal of2008 ~~the~~reflect ~~Company’s~~our ~~products~~net ~~and~~loss ~~the level~~ of ~~research and development~~ ~~activities. It is presently anticipated that such activities will require from~~ $~~10 to $15 million. While there can be no assurance that adequate funds will be available when needed~~6, ~~or on acceptable terms~~253,430, ~~management~~offset ~~believes~~by ~~that~~changes ~~the Company~~in ~~will~~working becapital ~~able~~of to$37,849 ~~raise~~and ~~adequate funding to meet its operational~~non-cash ~~requirements.~~expenses If(impairment ~~the Company is unable to raise an adequate level~~ of ~~additional capital~~goodwill orand ~~generate~~intangible ~~sufficient~~assets ~~cash~~for ~~flows~~our ~~from operations, the Company’s~~discontinued ~~ability~~operation ~~to execute its business plan~~ and ~~remain~~stock-based acompensation) ~~going~~of ~~concern will be significantly impaired~~$5,532,850.

~~Income Tax Carryforwards. At December 31, 2004, the Company had U.S. tax net~~Investing operating loss and research and development tax credit carryforwards for income tax purposes of approximately $139,500,000 and $1,493,000, respectively. Pursuant to the Tax Reform Act of 1986, use of a portion of the Company’s net operating loss carryforwards are limited due to a “change in ownership.” If not used, these net operating loss carryforwards begin to expire in 2005 ($500,000) and at increasing amounts between 2006 and 2023 ($31.6 million between 2006 and 2009, and $107 million thereafter). Activities

~~Before~~We did not generate cash from investing activities during the ~~Company~~first ~~uses~~three ~~any~~months of 2009. Cash ~~the~~provided ~~carryforwards~~by investing activities was $109,565 for the first ~~Company~~three ~~may~~months ~~undertake~~of a2008. This amount resulted from the receipt of ~~change~~proceeds from the sale of an equity interest we held in ~~ownership~~Port ~~study.~~Asset Acquisition, LLC, an entity we previously formed for the purpose of acquiring assets at the Port of Alexandria, partially offset by capital expenditures of $15,435.

~~Item 3. Quantitative and Qualitative Disclosure About Market Risk~~Financing Activities

~~The~~We ~~Company~~did not isgenerate ~~exposed~~cash ~~to market risk~~ from ~~foreign~~financing ~~exchange~~activities ~~rate~~during ~~fluctuations of~~ the ~~British~~first ~~pound~~three ~~sterling~~months ~~to the U~~of 2009.S. ~~dollar~~Cash asprovided ~~the~~by ~~financial~~financing ~~position~~activities ~~and operating~~was ~~results of the Company’s U.K. subsidiary~~$75,000 ~~TGC, are translated into U.S. dollars~~ for ~~consolidation.~~the ~~The~~first ~~Company is presently considering certain~~three ~~product~~months ~~development~~of ~~contracts~~fiscal ~~with European based businesses~~2008. This ~~Such~~amount ~~contracts would~~resulted ~~likely be denominated in Euros which would also create market risk as funds were transferred~~ from ~~the~~a ~~U.S.~~contractual ~~The Company’s exposure to foreign exchange~~principal ~~rate~~payment fluctuations also arises from transferring funds to its U.K. subsidiary in British pounds sterling. The Company does not currently use derivative financial instruments to hedge against exchange rate risk or interest rate risk. The Company’s debt obligations as of ~~March 31~~$150,000 ~~2005~~on ~~related~~our toterm ~~its~~loan ~~convertible~~with ~~senior~~our ~~secured notes~~former ~~bear interest at prime plus 4%. The convertible senior secured notes have a face value of $1~~lender,~~800,000~~ atFirst ~~March 31~~South, ~~2005. A 1% increase in the prime~~and ~~rate~~received ~~would increase interest expense by~~ $18225,000 onin anproceeds ~~annual~~from ~~basis.~~the ~~The Company’s~~repayment ~~convertible~~of ~~subordinated~~a ~~notes are at fixed rates, and are therefore~~note ~~not subject to exposure from fluctuating interest rates~~receivable.

14Off Balance Sheet Arrangements

~~Table~~We ofhave no ~~Contents~~off-balance sheet arrangements.

~~Item 4. Controls and Procedures~~8

~~(a) Evaluation~~ITEM 4. ofCONTROLS ~~disclosure~~AND ~~controls and procedures.~~ PROCEDURES

As of March 31, 2005, the Company carried out an evaluation, under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures (~~as defined in Rule 13a-15(e~~a) ~~under~~Evaluation ~~the Securities Exchange Act~~ of ~~1934 (the “Exchange Act”)). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s~~ disclosure controls and ~~procedures~~ were effective as of March 31, 2005 to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and formsprocedures.

As of March 31, 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 (~~b) Changes~~as defined in ~~internal~~Rule 13a-15(e) ~~controls~~under ~~over~~the ~~financial~~Securities ~~reporting~~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 March 31, 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.

~~During~~(b) ~~the~~Changes ~~quarter ended March 31, 2005, there has been no change~~ in ~~the Company’s~~ internal ~~control~~controls over financial reporting ~~(as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting~~.

~~PART~~There were IIno —changes ~~OTHER~~in ~~INFORMATION~~our internal controls over financial reporting during the quarter ended March 31, 2009, that materially affected or are reasonably likely to materially affect our internal control over financial reporting.

~~Item~~PART II 1.— ~~Legal~~OTHER ~~Proceedings~~INFORMATION

~~None~~Item 6. Exhibits

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

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

32.1		Certification of the Chief Executive Officer and Chief Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

~~None~~ 9

~~Item~~ALLEGRO BIODIESEL ~~3. Defaults Upon Senior Securities~~CORPORATION

~~None~~ SIGNATURES

~~Item~~Pursuant to 4.the ~~Submission~~requirements of ~~Matters~~the toSecurities aExchange ~~Vote~~Act of ~~Security~~1934, ~~Holders~~the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~At a special meeting held on March 18, 2005, the Company’s shareholders~~ALLEGRO ~~approved~~BIODIESEL an increase in the number of authorized shares of all classes of stock from 205,000,000 to 1,005,000,000 and in the number of authorized shares of Common Stock from 200,000,000 to 1,000,000,000. The increase was approved with 26,773,144 shares voting for, 307,450 shares voting against and 14,730 shares abstaining. CORPORATION

~~Item 5~~By: /s/ W. ~~Other~~Bruce ~~Information~~Comer III

~~None~~W. Bruce Comer III

~~Item~~Chief Executive 6.Officer ~~Exhibits~~(Principal Executive Officer and Principal Financial and Accounting Officer)

Exhibit		Method
No.		of Filing
31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
32.1	Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith
32.2	Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith

Date: May 8, 2009

15 10

DIAMETRICS MEDICAL, INC.

SIGNATURE

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.

DIAMETRICS MEDICAL, INC. By: /s/ W. Glen Winchell W. Glen Winchell Senior Vice President and Chief Financial Officer (and Duly Authorized Officer)

Dated: June 13, 2005

Filing Compare · ALLEGRO BIODIESEL CORP