UNITED
      STATES
                  SECURITIES
      AND EXCHANGE COMMISSION
                  Washington,
      D.C. 20549FORM 10-K/A
                  Amendment
      No. 1





(Mark
One)




x
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                EXCHANGE
      ACT OF 1934


For the
fiscal year ended September 30,
2009


Or


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


For the
transition period from _________________ to _______________________


Commission
file number: 000-27427




ALTIGEN
COMMUNICATIONS, INC.


(Exact
name of registrant as specified in its charter)





Delaware
            94-3204299(State
      or other jurisdiction of
              incorporation
      or organization)
            (I.R.S.
      Employer
              Identification
      Number)410
      East Plumeria Drive
              San
      Jose, CA
            95134(Address
      of principal executive offices)
            (Zip
      Code))


Registrant’s
      telephone number, including area code: (408) 597-9000Securities
      registered pursuant to Section 12(b) of the
  Act:


Title
      of Each Class
              Name
      of Each Exchange on Which RegisteredCommon
      Stock, $0.001 par value, and associated preferred stock purchase
      rights
              The
      NASDAQ Capital Market*


Securities
      registered pursuant to Section 12(g) of the
      Act:  None





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


Yes  ̈   No
x


Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


Yes  ̈   No
x


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


Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or
any amendment to this Form 10-K.


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


Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See definitions of "large accelerated filer," "accelerated
filer" and "smaller reporting company" in Rule 12b-2 of the Exchange
Act.  (Check one):


Large
      accelerated filer
             ̈
            Accelerated
      filer  ̈Non-accelerated
      filer
             ̈  (Do
      not check if a smaller reporting company)
            Smaller
      reporting company x


Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).


Yes  ̈   No
x





ALTIGEN
COMMUNICATIONS, INC. AND SUBSIDIARY


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)




The
aggregate market value of the common stock held by non-affiliates of the
registrant was approximately $10,609,541 as of March 31, 2009, based on the
closing price of our common stock as reported on The NASDAQ Capital Market on
such date. Shares of common stock held by each officer and director and by each
person known to own 5% or more of our outstanding common stock have been
excluded in that such persons may be deemed to be affiliates. This determination
of affiliate status is not necessarily a conclusive determination for other
purposes. As of March 31, 2009, there were 15,861,680 shares of our common
stock issued and outstanding.


The
number of shares outstanding of the registrant's common stock as of
December 23, 2009 was 16,299,843.


*
      As of March 15, 2010, the Company delisted from the Nasdaq Capital Market
      and its shares began trading on the OTCQX Exchange on March 16,
      2010.








EXPLANATORY
NOTE




We are
filing this Amendment No. 1 to the Annual Report on Form 10-K for the fiscal
year ended September 30, 2009 (the “Annual Report”), which was
filed with the Securities and Exchange Commission on December 28, 2009, to amend
and restate Item 9A of Part II, “Controls and Procedures,” to correct a
deficiency in the disclosure previously provided in the Annual
Report.  As required by Rule 12b-15 promulgated under the Exchange Act
of 1934, as amended (the “Exchange Act”), new
certifications by our Chief Executive Officer and Chief Financial Officer are
being filed as Exhibits 31.3 and 31.4 of this Amendment No 1.





This
Amendment No. 1 does not affect any other section of the Annual Report not
otherwise discussed herein and continues to speak as of the date of the Annual
Report.  Accordingly, this Amendment No. 1 should be read in
conjunction with our other filings made with the Securities and Exchange
Commission subsequent to the filing of the Annual Report.





PART II




Item
9A  CONTROLS AND PROCEDURES




Evaluation
of Disclosure Controls and Procedures




We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission’s rules and forms and that such information is accumulated
and communicated to our management, including our Chief Executive Officer and
Chief Financial Officer, as appropriate, to allow for timely decisions regarding
required disclosure.  In designing and evaluating the disclosure
controls and procedures, management recognizes that any controls and procedures,
no matter how well designed and operated, can provide only reasonable assurance
of achieving the desired control objectives, and management is required to apply
its judgment in evaluating the cost-benefit relationship of possible controls
and procedures.




Under the
supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, we carried out a re-evaluation of
the effectiveness of the design and operation of our disclosure controls and
procedures (as such term is defined in Rule 13a-15(e)) as of September 30,
2009.  Based on the foregoing, our Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures were not
effective as of September 30, 2009 because we inadvertently failed to include in
our Form 10-K management’s report on our internal control over financial
reporting.  We are presently reviewing our disclosure controls and
procedures to address the deficiency that lead to this inadvertent omission and
expect to implement remediation steps to ensure that the information required to
be disclosed in our future reports filed under the Securities Exchange Act of
1934 is recorded, processed, summarized and reported within the time periods
specified in the SEC’s rules and forms.




Management’s
Report on Internal Controls over Financial Reporting




Management
is responsible for establishing and maintaining an adequate system of internal
controls over financial reporting, as defined in Rules 13a-15(f) and
15d-15(f) of the Exchange Act, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles (“GAAP”).




Our
internal controls over financial reporting include those policies and procedures
that:




·pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect our transactions and dispositions of our
assets;




·provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with GAAP, and that receipts
and expenditures of our business are being made only in accordance with
authorizations of our management and directors; and




·provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of our assets that could have a material effect
on the financial statements.




Management
has conducted, with the involvement of our Chief Executive Officer and Chief
Financial Officer, an assessment, including testing of the effectiveness of our
internal controls over financial reporting as of September 30,
2009.  Management’s assessment of internal controls over financial
reporting was based on the framework in Internal Control over Financial
Reporting — Guidance for Smaller Public Companies (2006) issued by the Committee
of Sponsoring Organizations of the Treadway Commission.  Based on this
assessment, management concluded that our system of internal controls over
financial reporting was effective as of September 30, 2009.




This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by the
Company’s registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the Company to provide only
management’s report in this annual report.







Changes
in Internal Controls over Financial Reporting




There
have not been any changes in the Company’s internal control over financial
reporting during the quarter ended September 30, 2009 that have materially
affected, or are reasonably likely to materially affect the Company’s internal
control over financial reporting.




We
believe that our present internal control program has been effective at a
reasonable assurance level to ensure that our financial reporting has not been
materially misstated.  Nonetheless, we will continue to review, and
where necessary, enhance our internal control design and documentation, ongoing
risk assessment, and management review as part of our internal control
program.





SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) 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:
      April 29, 2010
                ALTIGEN
      COMMUNICATIONS, INC.By:
                /s/ GILBERT HUGilbert
      HuChief
      Executive
Officer







AltiGen
Communications, Inc.





Exhibit
Index





Exhibit
                Number
            
            Description31.3
            
            Certification
      of Principal Executive Officer, filed herewith.31.4
            
            Certification
      of Principal Financial Officer, filed
herewith.