8-K/A

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

         -------------------------------------------------------------

                                   FORM 8-K/A

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

         -------------------------------------------------------------

        Date of Report (Date of earliest event reported): August 11, 2006


                               AKEENA SOLAR, INC.
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             (Exact name of registrant as specified in its charter)


          Delaware                     333-130906                20-5132054
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(State or other jurisdiction           (Commission              (IRS Employer
      of incorporation)               File Number)           Identification No.)


          605 University Avenue, Los Gatos, CA                      95032
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        (Address of Principal Executive Offices)                  (Zip Code)


    Registrant's telephone number, including area code: (408) 395-7774


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         (Former name or former address, if changed since last report.)



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     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 DFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4 (c) under the
    Exchange Act (17 CFR 240.13e-4(c))




ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

         Akeena Solar, Inc., a Delaware corporation, hereby amends the
disclosure contained under Item 4.01 in its Current Report on Form 8-K filed
with the Securities and Exchange Commission (the "Commission") on August 14,
2006 (the "Initial Report"), as amended by its Current Report on Form 8-K/A
filed with the Commission on August 28, 2006 and Current Report on Form 8-K/A
filed with the Commission on September 6, 2006 (the "Amended Report"), as
follows:

         Our dismissal of Dale Matheson Carr-Hilton LaBonte ("Dale Matheson") as
our independent registered accounting firm, and our retention of Marcum &
Kliegman, LLP as our new independent registered accounting firm, was approved by
our board of directors on August 11, 2006. The effective date of our dismissal
of Dale Matheson and our retention of Marcum & Kliegman, LLP was reported to be
August 11, 2006 in our Initial Report. In the Amended Report, we stated that we
anticipated the dismissal to become effective as of the close of business on
September 14, 2006 or on such other date on which our quarterly report on Form
10-QSB for the quarter ended July 31, 2006 was filed with the Commission. We
filed such quarterly report on September 18, 2006 and thus the dismissal of Dale
Matheson and the retention of Marcum & Kliegman, LLP became effective at the
close of business on September 18, 2006.

         The report of Dale Matheson on our financial statements for the period
from July 29, 2005 (inception) through our fiscal year ended December 31, 2005
did not contain an adverse opinion or disclaimer of opinion, nor was it
qualified or modified as to uncertainty, audit scope or accounting principles,
except that the report was qualified as to our ability to continue as a going
concern.

         From July 29, 2005 (inception) through September 18, 2006, there were
no disagreements with Dale Matheson on any matter of accounting principals or
practices, financial statement disclosure or auditing scope or procedure which,
if not resolved to the satisfaction of Dale Matheson, would have caused Dale
Matheson to make reference to the subject matter of the disagreement in
connection with its reports.

         From July 29, 2005 (inception) through September 18, 2006, we did not
consult Marcum & Kliegman, LLP regarding either: (i) the application of
accounting principles to a specific completed or contemplated transaction, or
the type of audit opinion that might be rendered on our financial statements; or
(ii) any matter that was the subject of a disagreement as defined in Item
304(a)(1)(iv) of Regulation S-B.

         We have furnished Dale Matheson with the disclosures contained in this
Item 4.01 and requested that Dale Matheson furnish us with a letter addressed to
the Commission stating whether or not it agrees with the statements made in this
Item 4.01. A copy of Dale Matheson's letter dated October 16, 2006 is included
as Exhibit 16.1 hereto.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

         The exhibits listed in the following Exhibit Index are filed as part of
this Current Report on Form 8-K.

Exhibit No.         Description
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16.1                Letter from Dale Matheson Carr-Hilton LaBonte
                    dated October 16, 2006.




                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date:  October 16, 2006                    AKEENA SOLAR, INC.


                                           By:   /s/ David N. Wallace
                                                 -------------------------------
                                                 David N. Wallace
                                                 Chief Financial Officer






                                INDEX TO EXHIBITS



Exhibit No.         Description
- -----------         -----------
16.1                Letter from Dale Matheson Carr-Hilton LaBonte dated
                    October 16, 2006.

EX-16.1

                 [DALE MATHESON CARR-HILTON LABONTE LETTERHEAD]
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October 16, 2006



Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Dear Sir or Madam:

We have read the statements about our firm included under Item 4.01 in the
current report on Form 8-K/A, dated October 16, 2006, of Akeena Solar, Inc.
filed with the Securities and Exchange Commission and are in agreement with the
statements contained therein.

Yours truly,


/s/ Dale Matheson Carr-Hilton LaBonte


DALE MATHESON CARR-HILTON LABONTE
CHARTERED ACCOUNTANTS

CORRESP

                                                              October 17, 2006


Securities and Exchange Commission
Division of Corporate Finance
Mail Stop 3561
100 F Street, N.E.
Washington, D.C. 20549
Attn: Michael Moran, Branch Chief


RE:  AKEENA SOLAR INC.
     ITEM 4.01 FORM 8-K FILED AUGUST 14, 2006
     AS AMENDED ON AUGUST 28, 2006 AND SEPTEMBER 6, 2006
     FILE NO. 333-130906
     -------------------

Dear Mr. Moran:

     We are securities counsel to Akeena Solar, Inc. (the "Company") and as such
we hereby submit, on behalf of the Company, responses to the comment letter from
the Division of Corporation Finance, dated October 11, 2006, in response to the
filing of our Form 8-K, as amended. Our responses are numbered to correspond to
your comments and are filed in conjunction with our Form 8-K/A, which amends our
Form 8-K filed on August 14, 2006, as amended on August 28, 2006 and September
6, 2006.



1.   YOUR AMENDMENT FILED ON SEPTEMBER 6, 2006 STATED THAT YOUR FORMER AUDITORS
     WOULD BE DISMISSED AT A FUTURE DATE. PLEASE FILE AN AMENDMENT DISCLOSING
     THE DATE THAT DALE MATHESON CARR-HILTON LABONTE CEASED TO ACT AS YOUR
     PRINCIPAL ACCOUNTANT. IF THIS DATE HAS NOT YET PASSED PLEASE ADVISE US OF
     THAT FACT. THE AMENDMENT SHOULD INCLUDE UPDATED DISCLOSURE STATING, IF
     TRUE, THAT THERE WERE NO DISAGREEMENTS THROUGH THE FINAL DATE OF DISMISSAL.
     THE AMENDMENT SHOULD ALSO INCLUDE AN UPDATED LETTER FROM THE FORMER
     ACCOUNTANTS CONFIRMING THAT THERE WERE NO DISAGREEMENTS OR REPORTABLE
     EVENTS THROUGH THE LAST DAY THEY ACTED AS YOUR PRINCIPAL ACCOUNTANT.

     The Staff's comment is duly noted and the language has been clarified. Dale
Matheson Carr-Hilton LaBonte has completed all work, and is no longer acting as
the Company's principal accountant. As stated in the September 6, 2006 amendment
to the Form 8-K, Dale Matheson Carr-Hilton LaBonte was dismissed as the
Company's independent auditors, and Marcum & Kliegman, LLP was retained as the
Company's




Securities and Exchange Commission
Division of Corporate Finance
Page 2

new independent auditors, effective on the date that the Company's Quarterly
Report on Form 10-QSB for the quarter ended July 31, 2006 was filed with the
Commission, which was September 18, 2006.

                                     CLOSING

     The Company acknowledges that (i) it is responsible for the adequacy and
accuracy of the disclosures in the filing, (ii) staff comments or changes to
disclosures in response to staff comments do not foreclose the Commission from
taking any action with respect to the filing and (iii) it may not assert this
action as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

     We welcome a further discussion on any of our points addressed within this
response letter. Should you have any questions, please contact the undersigned
at (212) 659-4988.



                                                  Sincerely,

                                                  /s/ Benjamin Reichel
                                                  --------------------
                                                  Benjamin Reichel