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

                                   FORM 10-Q/A
                                (AMENDMENT NO. 2)

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities  Exchange
    Act of 1934

    For the quarterly period ended October 31, 2009

[ ] 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: 000-52827


                                 OMNICITY CORP.
             (Exact name of registrant as specified in its charter)

           Nevada                                                98-0512569
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

807 S State Rd 3, Rushville, Indiana, U.S.A.                       46173
 (Address of Principal Executive Offices)                        (Zip Code)

                                 (317) 903-8178
              (Registrant's telephone number, including area code)

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

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 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 [ ]                          Smaller reporting company [X]
(Do not check if a smaller reporting company)

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

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common equity as of the latest  practicable date: As of December 17, 2009, there
were 42,795,895 shares of common stock, par value $0.001, outstanding.
<PAGE>
                                EXPLANATORY NOTE

This Form 10-Q/A  (Amendment No. 2) is being filed by the Company in response to
certain comments from the U.S. Securities and Exchange Commission (the "SEC") to
the Company  regarding the Company's  Quarterly  Report on Form 10-Q/A Amendment
No. 1 for the period ended October 31, 2009, as originally filed with the SEC on
December 21, 2009 and amended (Amendment No. 1) on September 29, 2010. This Form
10-Q/A (Amendment No. 2) is sometimes referred to herein as "Form 10-Q", and any
references  herein to "Form 10-Q" or "10-Q" should be read to refer to this Form
10-Q/A unless  otherwise  specified or as required based on the context in which
the term "Form 10-Q" or "10-Q" is used.


                                       2
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Omnicity Corp.
Consolidated Balance Sheets
(Unaudited)

<TABLE>
<CAPTION>
                                                                        October  31, 2009      July 31, 2009
                                                                        -----------------      -------------
                                                                       (Restated - Note 14)      (Audited)
                                                                                $                    $
<S>                                                                           <C>                  <C>
Assets

Current Assets:
  Cash                                                                        759,948              159,119
  Accounts receivable, net                                                     64,780               78,007
  Other receivable (Note 10 (c))                                                9,100                5,000
  Prepaid expenses and deposits                                                 5,290              114,173
                                                                           ----------           ----------
Total Current Assets                                                          839,118              356,299

Property and Equipment (Note 3)                                             1,112,803            1,022,675
Deposits and Other Assets (Note 4)                                            133,893              129,886
Customers' Relationships (Note 6)                                           1,771,972            1,841,247
                                                                           ----------           ----------
Total Assets                                                                3,857,786            3,350,107
                                                                           ==========           ==========
Liabilities and Stockholders' Deficit

Current Liabilities:
  Accounts payable                                                            874,544              838,336
  Accrued liabilities (Note 7)                                                172,221              213,431
  Short-term notes payable (Note 8)                                           506,348            1,222,716
  Current portion of long-term debt (Note 9)                                  741,960              511,521
  Current portion of capital lease obligations (Note 13)                       46,743               50,147
  Deferred revenue                                                             42,000               42,000
  Other liability (Note 12)                                                        --               63,132
                                                                           ----------           ----------
Total Current Liabilities                                                   2,383,816            2,941,283

Capital Lease Obligations (Note 13)                                            38,105               46,868
Long-term Debt (Note 9)                                                     1,945,966            1,436,053
                                                                           ----------           ----------
Total Liabilities                                                           4,367,887            4,424,204
                                                                           ----------           ----------
Nature of Operations and Continuance of Business (Note 1)
Commitments (Note 13)

Stockholders' Deficit:
  Common Stock, par value $.001, 1,540,000,000 shares authorized,
   38,517,055 and 38,018,382 issued and outstanding,
   respectively (Notes 11 and 15)                                              38,517               38,018
  Common Stock Subscribed and/or Reserved (Notes 11 and 15)                 1,497,594              641,594
  Additional Paid-in Capital                                                6,281,113            5,929,479
  Deficit                                                                  (8,327,325)          (7,683,188)
                                                                           ----------           ----------
Total Stockholders' Deficit                                                  (510,101)          (1,074,097)
                                                                           ----------           ----------
Total Liabilities and Stockholders' Deficit                                 3,857,786            3,350,107
                                                                           ==========           ==========
</TABLE>

      (See accompanying notes to these consolidated financial statements)

                                       3
<PAGE>
Omnicity Corp.
Consolidated Statements of Operations
(Unaudited)

<TABLE>
<CAPTION>
                                                           Three Months Ended         Three Months Ended
                                                            October 31, 2009           October 31, 2008
                                                            ----------------           ----------------
                                                          (Restated - Note 14)
                                                                 $                          $
<S>                                                       <C>                         <C>
Sales, net                                                       617,000                     327,733
                                                             -----------                 -----------
Expenses:
  Service costs                                                   14,098                       5,184
  Plant and signal delivery                                      338,270                     196,758
  Marketing and sales                                              2,276                         761
  General and administration                                     293,694                     131,248
  Salaries and benefits                                          410,835                     252,316
  Depreciation and amortization                                  170,258                     103,686
                                                             -----------                 -----------

Total Expenses                                                (1,229,431)                   (689,950)
                                                             -----------                 -----------

Loss from Operations                                            (612,431)                   (362,217)
                                                             -----------                 -----------
Other Income (Expense):
  Other income                                                    46,728                          --
  Interest expense                                               (78,433)                    (41,040)
                                                             -----------                 -----------

Total Other Income (Expense)                                     (31,705)                    (41,040)
                                                             -----------                 -----------

Net Loss                                                        (644,136)                   (403,257)
                                                             ===========                 ===========

Net Loss per Share - Basic and Diluted                              (.01)                       (.01)
                                                             ===========                 ===========

Weighted Average Shares Outstanding - Basic and Diluted       38,256,000                  33,087,000
                                                             ===========                 ===========
</TABLE>


      (See accompanying notes to these consolidated financial statements)

                                       4
<PAGE>
Omnicity Corp.
Consolidated Statements of Cash Flows
(Unaudited)

<TABLE>
<CAPTION>
                                                                           Three Months Ended     Three Months Ended
                                                                            October 31, 2009       October 31, 2008
                                                                            ----------------       ----------------
                                                                          (Restated - Note 14)
                                                                                    $                      $
<S>                                                                         <C>                    <C>
Cash flows from (to) operating activities:
  Net loss                                                                      (644,136)             (403,257)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
    Depreciation and amortization                                                170,258               103,686
  (Increase) decrease in:
    Accounts and other receivable                                                 13,227                (3,321)
    Prepaid expenses                                                             108,883                (3,384)
  Increase (decrease) in:
    Accounts payable and accrued liabilities                                      63,675               262,204
                                                                               ---------              --------
Net cash used in operating activities                                           (288,093)              (44,072)
                                                                               ---------              --------
Cash flows (to) investing activities:
  (Increase) in deposits                                                          (4,007)              (11,005)
  Acquisition of property and equipment                                         (122,405)             (110,198)
                                                                               ---------              --------
Net cash used in investing activities                                           (126,412)             (121,203)
                                                                               ---------              --------
Cash flows from (to) financing activities:
  Proceeds from short-term notes                                                 148,871               168,020
  Repayment of short-term notes                                                  (63,307)                   --
  Related party advance                                                           (4,100)                   --
  Proceeds from long-term debt                                                    37,399                    --
  Repayment of long-term debt and capital lease obligations                     (123,529)               (8,245)
  Proceeds from issuance of common stock                                              --                 5,500
  Proceeds from common stock subscriptions                                     1,020,000                    --
                                                                               ---------              --------
Net cash provided by financing activities                                      1,015,334               165,275
                                                                               ---------              --------

Increase in cash                                                                 600,829                    --
Cash, beginning of  period                                                       159,119                    --
                                                                               ---------              --------

Cash, end of period                                                              759,948                    --
                                                                               =========              ========
Supplemental cash flow information:
  Cash paid for interest                                                          48,433                 4,427
  Cash paid for income taxes                                                          --                    --

Supplemental disclosure of non-cash investing and financing activities:
  Current liabilities transferred to long-term debt                              808,300                    --
  Current liabilities converted into common stock                                     --               367,500
  Warrants issued pursuant to a Master Lease Agreement                            61,132                    --
</TABLE>


      (See accompanying notes to these consolidated financial statements)

                                       5
<PAGE>
Omnicity Corp.
Notes to Consolidated Financial Statements
(Unaudited)

1. Nature of Operations and Continuance of Business

The  Company  was  incorporated  as Bear River  Resources,  Inc. in the State of
Nevada on October 12, 2006 and was  registered  as an  extra-provincial  company
under the Business  Corporations Act of British Columbia on November 6, 2006. On
October 21, 2008 the Company  changed its name to Omnicity  Corp.  and increased
its issued share capital on a 7.7 new for 1 old basis. The Company increased its
authorized share capital to 1,540,000,000  common shares and changed its trading
symbol  to  "OMCY.OB".  All  share  and per  share  amounts  were  retroactively
restated.

On February 17, 2009, the Company  acquired,  by way of an Agreement and Plan of
Merger with Omnicity,  Incorporated,  an Indiana company,  all of the issued and
outstanding   shares   of   Omnicity,   Incorporated.   Omnicity,   Incorporated
(incorporated on August 13, 2003) provides broadband access,  including advanced
services of voice,  video and data, in un-served and underserved small and rural
markets  and  is  planning  to  be a  consolidator  of  rural  market  broadband
nationwide.  The total purchase price was 23,000,000 restricted common shares of
the Company.

These financial  statements  have been prepared on a going concern basis,  which
implies  the Company  will  continue  to realize  its assets and  discharge  its
liabilities  in the  normal  course  of  business.  The  Company  has  generated
substantial revenues but has sustained losses since inception and has never paid
any dividends  and is unlikely to pay dividends in the immediate or  foreseeable
future. The continuation of the Company as a going concern is dependent upon the
continued  cooperation  from its  creditors  and the  ability of the  Company to
obtain necessary debt and/or equity financing to repay overdue  obligations,  to
fund its growth  strategy  and to continue  operations,  and the  attainment  of
profitability. As at October 31, 2009, the Company had a working capital deficit
of  $1,544,698  and  stockholders'  deficit of  $510,101.  All of these  factors
combined raises substantial doubt regarding the Company's ability to continue as
a going concern.  These  financial  statements do not include any adjustments to
the   recoverability   and   classification   of  recorded   asset  amounts  and
classification  of  liabilities  that might be  necessary  should the Company be
unable to continue as a going concern.

The Company has been  addressing  its liquidity and working  capital  issues and
continues  to raise  additional  capital  through  the  issuance  of vendor  and
short-term  notes,  a senior  subordinated  debenture  offering  and issuance of
equity securities to private investors.

2. Significant Accounting Policies

Basis of Presentation

These  financial  statements and related notes are presented in accordance  with
accounting principles generally accepted in the United States, and are expressed
in US dollars. The Company's fiscal year-end is July 31.

Use of Estimates

The  preparation  of  financial  statements  in  accordance  with United  States
generally accepted  accounting  principles requires management to make estimates
and  assumptions  that affect the reported  amounts of assets and liabilities at
the date of the  financial  statements  and the reported  amounts of revenue and
expenses in the reporting period. The Company regularly  evaluates estimates and
assumptions  related to the useful life and recoverability of long-lived assets,
stock-based compensation and deferred income tax asset valuation allowances. The
Company  bases its  estimates  and  assumptions  on  current  facts,  historical
experience and various other factors that it believes to be reasonable under the
circumstances,  the results of which form the basis for making  judgments  about
the  carrying  values of assets  and  liabilities  and the  accrual of costs and
expenses that are not readily  apparent from other  sources.  The actual results
experienced  by the  Company  may  differ  materially  and  adversely  from  the
Company's  estimates.  To the extent there are material  differences between the
estimates and the actual results, future results of operations will be affected.

                                       6
<PAGE>
Omnicity Corp.
Notes to Consolidated Financial Statements
(Unaudited)

2. Significant Accounting Policies (cont.)

Cash and Cash Equivalents

The Company  considers all highly liquid  instruments  with  maturities of three
months or less at the time of issuance to be cash equivalents.

Concentration of Business and Credit Risk

Financial instruments which potentially subject the Company to concentrations of
credit risk consist  principally of accounts  receivable.  The Company reviews a
customer's  credit history  before  extending  credit.  There were no individual
customers with balances in excess of 10% of the accounts receivable or net sales
balances at October 31, 2009 and July 31, 2009.

Allowance for Doubtful Accounts

The Company  records an allowance for doubtful  accounts  based on  specifically
identified  amounts  that  are  believed  to  be  uncollectible.  An  additional
allowance is recorded based on certain  percentages of aged  receivables,  which
are  determined  based on historical  experience  and  assessment of the general
financial   conditions   affecting  the  Company's   customer  base.  If  actual
collections  experience  changes,  revisions to the  allowance  may be required.
After all  attempts to collect a  receivable  have  failed,  the  receivable  is
written-off  against the  allowance.  The  allowance  for doubtful  accounts was
$10,000 at October 31, 2009 and July 31, 2009.

Property and Equipment

Property and equipment is stated at cost, less accumulated depreciation based on
estimated  useful  lives  utilizing  the  straight-line   method.   The  Company
capitalizes   costs   associated  with  the  construction  of  new  transmission
facilities.  Capitalized  construction  costs  include  materials,  labour,  and
interest.  The Company's methodology for capitalization of internal construction
labour and internal and contracted  third party  installation  costs  (including
materials) utilizes actual costs. Materials and external labour costs associated
with  construction  activities are capitalized  based on amounts invoiced to the
Company by third parties.

Computers and wireless  equipment also consists of spare  equipment and supplies
not put in use such as  radios,  antennas,  cable  and wire and is stated at the
lower  of cost  (first-in,  first-out  basis)  or  market.  Spare  equipment  is
maintained  to  provide  replacement  parts  when and if needed in a short  time
period to provide  minimal  service  disruption  to  customers in the event of a
parts  failure and to install new  customers'  premises  equipment  quickly when
ordered. Spare equipment and supplies are not depreciated until put into use.

Improvements  that  extend  asset  lives  are  capitalized.  Other  repairs  and
maintenance costs are charged to operations as incurred.  Estimated useful lives
for property and equipment are as follows:

                       Description                        Life
                       -----------                        ----
                Computer and wireless equipment          3 years
                Tower build-outs                         5 years
                Furniture and fixtures                   7 years
                Vehicles                                 5 years
                Software                                 3 years

Customers' Relationships

Customers'   relationships   represent   the  value   attributed  to  customers'
relationships  acquired in asset  acquisitions  and are amortized  over a 7-year
period which matches its estimated useful life.

                                       7
<PAGE>
Omnicity Corp.
Notes to Consolidated Financial Statements
(Unaudited)

2. Significant Accounting Policies (cont.)

Long-lived Assets

The Company evaluates  property and equipment and amortizable  intangible assets
for impairment  whenever current events and circumstances  indicate the carrying
amounts  may  not be  recoverable.  The  evaluation  of  long-lived  assets  for
impairment  requires  a  high  degree  of  judgment  and  involves  the  use  of
significant  estimates and  assumptions.  If the carrying amount is greater than
the  expected  future  undiscounted  cash  flows to be  generated,  the  Company
recognizes an impairment loss equal to the excess, if any, of the carrying value
over the fair value of the asset.  The  Company  generally  measures  fair value
based  upon the  present  value of  estimated  future net cash flows of an asset
group over its remaining useful life.

Financial Instruments

The  fair  value of  financial  instruments,  which  include  cash and  accounts
payable,  were  estimated  to  approximate  their  carrying  values  due  to the
immediate or short-term maturity of these financial  instruments.  The financial
risk is the risk to the Company's  operations  that arise from  fluctuations  in
foreign  exchange rates and the degree of volatility of these rates.  Currently,
the  Company  does not use  derivative  instruments  to reduce its  exposure  to
foreign currency risk.

Foreign Currency Transactions

The Company's  functional  and reporting  currency is the United States  dollar.
Monetary assets and liabilities denominated in foreign currencies are translated
using the exchange rate  prevailing at the balance sheet date.  Gains and losses
arising on settlement of foreign currency  denominated  transactions or balances
are included in the determination of income.  Foreign currency  transactions are
minimal but primarily  undertaken in Canadian  dollars.  The Company has not, to
the date of these financials statements,  entered into derivative instruments to
offset the impact of foreign currency fluctuations.

Deferred Revenue

Deferred revenue represents services billed but unearned.

Revenue Recognition

The  Company  charges  a  recurring  subscription  fee  for  providing  wireless
broadband  services to its  subscribers.  Revenue from service is  recognized as
monthly   services  are  rendered  in  accordance   with   individual   customer
arrangements.  Credit risk is managed by  disconnecting  services  to  customers
whose  accounts  are  delinquent  for a specified  number of days.  Installation
revenue  obtained from the connection of subscribers to the system is recognized
in the period installation services are provided to the extent of related direct
selling  costs.  Any  remaining  amount  is  deferred  and  recognized  over the
estimated  average period that customers are expected to remain connected to the
system. From time to time, the Company enters into barter  arrangements  whereby
it provides certain customers with wireless  broadband  services in exchange for
use of towers and equipment owned by customers.

Basic and Diluted Net Income (Loss) Per Share

Basic loss per share is computed by dividing  net loss by the  weighted  average
number of common  shares  outstanding  for the year.  Diluted  loss per share is
computed by dividing net loss by the weighted  average  number of common  shares
outstanding plus common stock equivalents (if dilutive) related to stock options
and warrants for each year. There were no common equivalent  shares  outstanding
at April 30, 2010 and 2009 that have been  included  in dilutive  loss per share
calculation  as the effects  would have been  anti-dilutive.  There are no stock
options issued and outstanding as at July 31, 2009 and 2008.  Total  potentially
dilutive  common  shares,  relating to stock purchase  warrants  issuable in the
future, as at October 31, 2009 totals 4,001,000 (See Note 11).

Recently Adopted Accounting Pronouncements

On July 1, 2009,  the FASB  officially  launched  the FASB ASC 105 --  GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES,  which established the FASB Accounting Standards
Codification   ("the   Codification"),   as  the  single   official   source  of
authoritative, nongovernmental, U.S. GAAP, in addition to guidance issued by the
Securities and Exchange  Commission.  The  Codification  is designed to simplify
U.S. GAAP into a single,  topically ordered structure. All guidance contained in
the  Codification  carries an equal  level of  authority.  The  Codification  is
effective  for interim and annual  periods  ending  after  September  15,  2009.
Accordingly,   the  Company  refers  to  the  Codification  in  respect  of  the
appropriate  accounting  standards  throughout  this  document  as  "FASB  ASC".
Implementation  of the  Codification  did not have any  impact on the  Company's
consolidated financial statements.

                                       8
<PAGE>
Omnicity Corp.
Notes to Consolidated Financial Statements
(Unaudited)

2. Significant Accounting Policies (cont.)

The  following  pronouncements  have  been  issued by the  Financial  Accounting
Standards Board ("FASB"):

In  April  2009,  the  FASB  issued  an  update  to  FASB  ASC  805,   "Business
Combinations",  that  clarifies  and amends  FASB ASC 805,  as it applies to all
assets acquired and  liabilities  assumed in a business  combination  that arise
from  contingencies.  This update addresses initial  recognition and measurement
issues,  subsequent measurement and accounting,  and disclosures regarding these
assets and liabilities arising from contingencies in a business combination. The
Company adopted this Statement on August 1, 2009.  Implementation of this update
to FASB ASC 805 did not have any impact on the Company's  consolidated financial
statements.

In April 2009, the FASB issued FSP FAS 157-4,  "Determining  Fair Value When the
Volume  and Level of  Activity  for the Asset or  Liability  Have  Significantly
Decreased and Identifying Transactions That Are Not Orderly" ("FSP FAS 157-4;"),
to  address  challenges  in  estimating  fair value when the volume and level of
activity  for an asset  or  liability  have  significantly  decreased.  This FSP
emphasizes that even if there has been a significant  decrease in the volume and
level of activity for the asset or liability  and  regardless  of the  valuation
technique(s)  used, the objective of a fair value measurement  remains the same.
Fair  value is the  price  that  would be  received  to sell an asset or paid to
transfer  a  liability  in  an  orderly  transaction  (that  is,  not  a  forced
liquidation or distressed  sale) between market  participants at the measurement
date under  current  market  conditions.  This FSP is effective  for interim and
annual  reporting  periods ending after June 15, 2009. The Company  adopted this
Statement on August 1, 2009.  Implementation  of this  Standard did not have any
impact on the Company's consolidated financial statements.

In May 2009, the FASB issued FASB ASC 855, "Subsequent  Events".  This Statement
addresses  accounting  for and disclosure of events that occur after the balance
sheet date but before financial statements are issued or available to be issued.
FASB ASC 855  requires  disclosure  of the date  through  which  an  entity  has
evaluated subsequent events and the basis for that date, the date issued or date
available to be issued. The Company adopted this Statement in the fourth quarter
of 2009.

In June 2009,  the FASB  issued  SFAS No.  166,  "Accounting  for  Transfers  of
Financial  Assets - an amendment of FASB Statement No. 140". SFAS No. 166 amends
SFAS No. 140,  "Accounting  for Transfers and Servicing of Financial  Assets and
Extinguishments  of Liabilities"  by eliminating the concept of  special-purpose
entity,  requiring the reporting entity to provide more information  about sales
of securitized  financial assets and similar  transactions,  particularly if the
seller  retains  some  risk to the  assets,  changes  the  requirements  for the
de-recognition of financial  assets,  and provides for the sellers of the assets
to make  additional  disclosures.  This  Statement  shall be effective as of the
Company's  first interim  reporting  period that begins after November 15, 2009.
Earlier  application  is  prohibited.   The  Company  does  not  anticipate  any
significant  financial  impact from  adoption of SFAS No. 166. As of October 31,
2009, SFAS No. 166 has not been added to the Codification.

In June 2009, the FASB issued SFAS No. 167,  "Amendments to FASB  Interpretation
No.  46(R)".  SFAS No. 167  addresses the effect on FASB  Interpretation  46(R),
"Consolidation  of  Variable  Interest  Entities"  of  the  elimination  of  the
qualifying  special-purpose  entity  concept of SFAS No.  166,  "Accounting  for
Transfers  of Financial  Assets".  SFAS No. 167 also amends the  accounting  and
disclosure  requirements of FASB Interpretation  46(R) to enhance the timeliness
and usefulness of information  about an  enterprise's  involvement in a variable
interest  entity.  This Statement  shall be effective as of the Company's  first
interim   reporting  period  that  begins  after  November  15,  2009.   Earlier
application  is  prohibited.  The Company does not  anticipate  any  significant
financial impact from adoption of SFAS No. 167. As of October 31, 2009, SFAS No.
167 has not been added to the Codification.

On June 30, 2009, the FASB issued  Accounting  Standard Update (ASU) No. 2009-01
(Topic 105) - Generally Accepted  Accounting  Principles - amendments based on -
Statement of Financial  Accounting  Standards No. 168 - The FASB  Accounting and
Standards  Codification  and the  Hierarchy  of  Generally  Accepted  Accounting
Principles.  Beginning  with this  Statement  the FASB will no longer  issue new
standards in the form of Statements,  FASB Staff  Positions,  or Emerging Issues
Task Force Abstracts.  Instead, it will issue Accounting Standard Updates.  This
ASU includes FASB  Statement  No. 168 in its  entirety.  While ASU's will not be
considered  authoritative  in their own  right,  they will  serve to update  the
Codification, provide the bases for conclusions and changes in the Codification,
and provide background information about the guidance. The Codification modifies
the GAAP  hierarchy  to  include  only two  levels  of GAAP:  authoritative  and
non-authoritative.  ASU No. 2009-01 is effective for financial statements issued
for the interim and annual  periods  ending after  September  15, 2009,  and the
Company does not expect any significant financial impact upon adoption.

                                       9
<PAGE>
Omnicity Corp.
Notes to Consolidated Financial Statements
(Unaudited)

2. Significant Accounting Policies (cont.)

In August 2009,  the FASB issued ASU No. 2009-05 - Fair Value  Measurements  and
Disclosures  (Topic  820) -  Measuring  Liabilities  at  Fair  Value.  This  ASU
clarifies the fair market value  measurement of  liabilities.  In  circumstances
where a quoted  price in an active  market for the  identical  liability  is not
available,  a reporting  entity is  required to measure  fair value using one or
more of the  following  techniques:  a technique  that uses quoted  price of the
identical  or a similar  liability  or  liabilities  when  traded as an asset or
assets, or another valuation technique that is consistent with the principles of
Topic 820 such as an income or market  approach.  ASU No.  2009-05 was effective
upon issuance and it did not result in any significant  financial  impact on the
Company upon adoption.

In September 2009, the FASB issued ASU No. 2009-12 - Fair Value Measurements and
Disclosures  (Topic 820) - Investments  in Certain  Entities That  Calculate Net
Asset Value per Share (or its  equivalent).  This ASU permits use of a practical
expedient,  with  appropriate  disclosures,  when measuring the fair value of an
alternative investment that does not have a readily determinable fair value. ASU
No.  2009-12 is effective for interim and annual  periods  ending after December
15, 2009, with early application permitted. Since the Company does not currently
have any such  investments,  it does not  anticipate any impact on its financial
statements upon adoption.

3. Property and Equipment

Property and equipment consists of the following:

                                           October 31, 2009      July 31, 2009
                                           ----------------      -------------
                                                 $                     $

   Computer and wireless equipment             682,860            1,555,645
   Towers and infrastructures                  808,329              785,970
   Furniture and fixtures                       50,889               44,959
   Vehicles                                     74,529               74,529
   Software                                     59,728               57,719
                                            ----------           ----------
                                             1,676,335            2,518,822

   Less: accumulated depreciation             (563,532)          (1,496,147)
                                            ----------           ----------
   Property and equipment, net               1,112,803            1,022,675
                                            ==========           ==========

4. Deposits and Other Assets

Deposits and other assets consist of the following:

                                           October 31, 2009      July 31, 2009
                                           ----------------      -------------
                                                  $                    $

   Asset Purchase Agreement deposits            10,000               10,000
   Operating lease deposits                     86,682               86,682
   Other long-term deposits                     37,212               33,204
                                               -------              -------
                                               133,894              129,886
                                               =======              =======

                                       10
<PAGE>
Omnicity Corp.
Notes to Consolidated Financial Statements
(Unaudited)

5. Customers' Relationships

The carrying value of customers' relationships acquired consists of:

                                         October 31, 2009       July 31, 2009
                                         ----------------       -------------
                                                $                     $

    Capitalized value                        1,939,700            1,939,700
    Less: accumulated amortization            (167,728)             (98,453)
                                            ----------           ----------
    Customers' relationships, net            1,771,972            1,841,247
                                            ==========           ==========

6. Acquisition of Assets

The shareholders of Rushville  Internet  Services,  LLC ("RIS") wound-up RIS and
sold RIS's assets to Omnicity for $125,000.  The Company  received their assets,
being  wireless  equipment  and tower  infrastructures,  having a fair  value of
$68,706,  and settled  debt of $56,294.  On October 13, 2009 the Company  issued
268,818  restricted  common shares to the shareholders of RIS at a fair value of
$0.465 per common share.

7. Accrued Liabilities

                                           October 31, 2009      July 31, 2009
                                           ----------------      -------------
                                                  $                    $

Accrued interest                                90,853               65,822
Due to Rushville Internet Services, LLC
 (Note 6)                                           --               56,294
Payroll and severance liabilities               50,712               55,486
Other current liabilities                       30,656               35,829
                                               -------              -------
                                               172,221              213,431
                                               =======              =======

8. Short-term Notes Payable

<TABLE>
<CAPTION>
                                                                                 October 31, 2009      July 31, 2009
                                                                                 ----------------      -------------
                                                                                        $                    $
<S>                                                                             <C>                  <C>
Notes payable,  due on demand,  unsecured and bearing interest at 9.5% per annum       160,000            150,000

Note payable, senior subordinated security position,  interest at 9.5% per annum            --             53,500

Note payable to a director,  due December 9, 2009 with interest of $10,000 to be
paid                                                                                   100,000                 --

Note  payable due to the  Chairman of the Board of the  Company,  due on demand,
unsecured and bearing interest at 8% per annum                                          37,110              8,416

Note  payable,  due on demand,  unsecured  and bearing  interest at 8% per annum        10,000             10,000

Vendor  Note  -  unsecured  and  bearing  interest  at 7%  This  note  has  been
transferred to long-term debt (Note 9)                                                      --            365,000

Vendor  Note  -  unsecured  and  bearing  interest  at 5%  This  note  has  been
transferred to long-term debt (Note 9)                                                      --            449,800

Vendor  Note  -  unsecured  and  bearing  interest  at 5%  This  note  has  been
renegotiated.  Repayment  terms are $5,000  per month to the end of March,  2010
with a balloon payment of $174,238 due on April 30, 2010                               199,238             46,000

Vendor  Note - this note has been  consolidated  with the note  above                       --            130,000
                                                                                     ---------         ----------
                                                                                       506,348          1,222,716
                                                                                     =========         ==========
</TABLE>

                                       11
<PAGE>
Omnicity Corp.
Notes to Consolidated Financial Statements
(Unaudited)

9. Long-term Debt

<TABLE>
<CAPTION>
                                                                                  October 31, 2009      July 31, 2009
                                                                                  ----------------      -------------
                                                                                         $                    $
<S>                                                                                     <C>                <C>
Notes  payable  to Jay County  Development  Corporation.  Non-interest  bearing,
repayable  monthly based on the number of  subscribers  in Jay County,  Indiana.
Collateralized by certain equipment.                                                    295,411            296,911

Notes  payable  to Wabash  Rural  Electric  Membership  Cooperative  ("Wabash").
Interest  rates are between 5.7% and 7.45%  annually and are  collateralized  by
certain  equipment.  Monthly  payments  of $448 begin on January 31, 2010 on one
note with final  payment due December 31,  2015.  Quarterly  payments of $23,469
begin on  December  31,  2009 on three  notes with final  payments  due  between
September,  2016 and August,  2017. Quarterly payments of $945 begin on December
31, 2009 on one note with final payment due July 31, 2014 and quarterly payments
of $835 on one note begins on January  31, 2010 with final  payment due July 31,
2017.                                                                                  613,799             629,388

Note payable to Muncie Industrial Revolving Loan Fund Board. Interest of 5% only
was paid to July 13, 2009.  Monthly  principal  and interest of $4,570  payments
started  August 13, 2009 and will end December 13, 2011,  at which time the loan
will be reviewed by Muncie's Board of Directors.  This note is collateralized by
certain equipment.                                                                     273,536             283,741

Note payable to Star Financial Bank. Interest is paid monthly at 8.6% per annum.
This note is due February 1, 2010 and is  collateralized  by certain  equipment.
The  Company is  negotiating  an  extension  of this note and to service it over
time.                                                                                  193,170             193,170

Notes payable to First Farmers Trust & Bank.  These notes were repaid in full.              --              43,076

Notes  payable to the son of the  Chairman  of the Board of the  Company  and to
companies  controlled  by the  Chairman.  Repayable  in monthly  instalments  of
principal and interest at 8%, totalling $5,199,  to December,  2010, $4,845 from
January,  2010 to May,  2012 and $3,492 from June, 2012 to April 2014.                 206,343             217,663

Senior subordinated redeemable debentures, 8% interest payable quarterly.               30,000              20,000

Vendor  notes  payable  with  monthly  payments  of  $30,000  after a  principal
reduction of $98,000 on December 9, 2009.  Interest ranges from 5% on a $340,000
note to 10% on a $414,800 note.                                                        754,800                  --

Notes payable with monthly payments of principal and interest ranging from 5% to
10%,  unsecured.  Total payments of principal and interest are $15,234 per month
to January,  2010; $10,892 to April,  2011; $5,169 to December,  2011; $3,556 to
April, 2012; $2,102 to May, 2013.                                                      320,867             263,625
                                                                                     ---------           ---------
Total long-term debt                                                                 2,687,926           1,947,574
Less: current portion                                                                  741,960             511,521
                                                                                     ---------           ---------
Long-term portion                                                                    1,945,966           1,436,053
                                                                                     =========           =========
</TABLE>

Long-term debt principal payments due over the next five years are as follows:

                             Year             $
                             ----          -------
                             2010          741,960
                             2011          663,786
                             2012          369,274
                             2013          214,920
                             2014          174,292
                       Thereafter          523,693

                                       12
<PAGE>
Omnicity Corp.
Notes to Consolidated Financial Statements
(Unaudited)

10. Related Party Transactions and Balances

     a)   Included in accrued  liabilities at July 31, 2009 was $56,294 owing to
          Rushville Internet Services, LLC ("RIS") which represented amounts due
          to RIS  under  certain  lease  agreements.  The  Company  and RIS have
          shareholders in common.  The shareholders of RIS agreed to wind-up RIS
          and sell RIS's assets to Omnicity for $125,000.  The Company  received
          their assets,  being  wireless  equipment  and tower  infrastructures,
          having a fair value of $68,706,  and to settle  inter-company  debt of
          $56,294. All shareholders of RIS accepted to receive restricted common
          shares of the Company.  On October 13, 2009 the Company issued 268,818
          restricted common shares to the shareholders of RIS at a fair value of
          $0.465 per common share.

     b)   The Company's  capital  lease  obligations  entirely  relate to assets
          leased from a company  beneficially owned by the Chairman of the Board
          of the Company, see note 13.

     c)   The  Company  advanced  $4,100 to its Chief  Operating  Officer  as an
          advance for expenses. This advance is non-interest bearing,  unsecured
          and due on demand.

     d)   Wabash REMC Chief Executive Officer is a director of the Company.  See
          Note 9 for notes owing to Wabash REMC.

11. Common Stock

     a)   On June 1,  2009 the  Company  entered  into an  agreement  with  Onyx
          Consulting  Group, LLC ("Onyx") to manage all aspects of the Company's
          investor and media relations  program.  The Company paid a fee to Onyx
          in the amount of $40,000 for the period  June 1, 2009 to November  30,
          2009 and issued 350,000 restricted common shares of the Company having
          a fair value of $0.355  per common  share or  $124,250  in total.  The
          Company is seeking an  injunction  on these  shares  issued due to non
          performance  of  their  contract.  A  total  of  $109,000,  previously
          included in prepaid expense, was charged to operations.

     b)   On  August  18,  2009,   pursuant  to  two  completed  Asset  Purchase
          Agreements, the Company issued 229,855 restricted common shares of the
          Company at an average fair value of $0.71 per common share,  totalling
          $164,000,  to acquire tower  infrastructures,  wireless  equipment and
          customer  relationships.  This  amount was  recorded  as common  stock
          reserved as at July 31, 2009.

     c)   On October 13,  2009 the  Company  issued  268,818  restricted  common
          shares at $0.465 per common  share having a total fair market value of
          $125,000  to  acquire  tower  infrastructures  and tower and  customer
          premises equipment and to settle an inter-company liability.

     d)   The  Company  received  $97,594  pursuant  to Unit  Private  Placement
          Subscription  Agreements with certain private  investors.  The Company
          issued 278,840 units at $0.35 per unit on November 13, 2009. Each unit
          contained  one common share and one half of one common share  purchase
          warrant.  Each whole warrant is  exercisable  into one common share at
          $0.50 per share expiring November 13, 2011.

     e)   The Company  received  $1,000,000 from a major  shareholder on October
          20,  2009.  These  funds plus  $400,000  received on July 3, 2009 were
          combined and a subscription agreement for 4,000,000 units at $0.35 per
          unit was  executed  on October  20,  2009.  These units were issued on
          November 11, 2009.  Each unit  contained one common share and one half
          of  one  common  share  purchase   warrant.   Each  whole  warrant  is
          exercisable  into one common  share at an exercise  price of $0.50 per
          common share expiring November 11, 2011.

                                       13
<PAGE>
Omnicity Corp.
Notes to Consolidated Financial Statements
(Unaudited)

11. Warrants

On July 9 and July 14, 2009 the Company received  $260,381  pursuant to two sale
leaseback  schedules  completed  and was  obligated  to  provide  the lessor 30%
warrant  coverage.  The Company was committed to issuing  139,490 share purchase
warrants to acquire  139,490  common  shares at an  exercise  price of $0.56 per
common share  expiring July 14, 2019.  These warrants were issued on October 13,
2009. The Company recorded  $63,132 as a financing  expense in fiscal 2009. This
amount was  calculated  using  Black  Scholes  Option  Pricing  Model  using the
following  assumptions:  5  year  expected  life,  0%  expected  dividends,  90%
volatility and an average risk-free interest rate of 2.36%.

As at October 31, 2009 the Company has common share purchase warrants issued and
outstanding  to purchase up to 1,861,224  common  shares at an average  exercise
price of $0.51 per common share having an average  remaining  life of 3.31 years
as follows:

     a)   1,199,408 warrants exercisable at $0.50 expiring May 8, 2011;
     b)   100,000 warrants exercisable at $0.50 expiring June 24, 2011;
     c)   4,287 warrants exercisable at $0.50 expiring September 17, 2011;
     d)   2,000,000 warrants exercisable at $0.50 expiring November 11, 2011.
     e)   155,556 warrants exercisable at $0.46 expiring December 1, 2011;
     f)   77,569 warrants exercisable at $0.51 expiring February 17, 2019;
     g)   184,914 warrants exercisable at $0.58 expiring March 27, 2019;
     h)   139,490 warrants exercisable at $0.56 expiring October 13, 2019;

12. Lease Obligations

Future  minimum lease  payments for  equipment  acquired  under  non-cancellable
capital  leases  from a related  party (See Note 10) and  operating  leases with
initial terms of more than one year are as follows:

                                                   Capital      Operating
Twelve months ending October 31,                    Leases       Leases
--------------------------------                    ------       ------
                                                      $             $

2010                                                53,369       413,483
2011                                                24,259       386,953
2012                                                12,812       170,647
2013                                                 4,134        19,200
2014                                                    --        19,200
                                                   -------       -------
Total minimum lease payments                        94,574

Less: amounts representing interest                 (9,725)
                                                   -------
Present value of net minimum lease payments         84,848
Less: current portion                               46,743
                                                   -------
Long-term capital lease obligations                 38,105
                                                   =======

Capital  lease  obligations  are to be repaid over the next three  twelve  month
periods as follows:

Twelve Months Ended October 31,                        $
-------------------------------                     ------

2010                                                46,743
2011                                                22,108
2012                                                12,164
2013                                                 3,823
2014                                                    --

                                       14
<PAGE>
Omnicity Corp.
Notes to Consolidated Financial Statements
(Unaudited)

14. Restatement of Prior Periods due to Correction

The Company has restated previously issued financial  statements pursuant to two
error  corrections.  Pursuant  to SFAS No.  154,  "Accounting  Changes and Error
Corrections",  previously issued financial statements and comparative  financial
statements  issued  currently  are to be  restated  for  correction  of  errors.
Cumulative  effects of errors are reflected in beginning  balances of assets and
liabilities with the offsetting  adjustment  reflected in the beginning  deficit
balance.

An error in the recording of a stock  subscription in April,  2009 resulted in a
net  increase  to stock  subscriptions  of $4,594 and an  increase to deficit of
$4,594 for that period.  There is no effect of this error on  previously  issued
statements of  operations.  The effect of this error on the balance sheet for as
at July 31, 2009 is as follows:

                                          Previously       Error
                                           Reported      Correction     Restated
                                           --------      ----------     --------
                                               $             $             $
Balance Sheet:
  Common Stock Subscribed                   637,000          4,594       641,594
  Deficit                                 7,678,594          4,594     7,683,188

During the quarter ended October 31, 2009, the Company,  due to an injunction on
permanently issued capital due to non-performance of a contract,  had recorded a
reduction of  additional  paid in capital of $124,250 with a gain on reversal of
an expense of $15,250 and a reduction  of prepaid  expense of  $109,000.  It was
determined that a company can not reduce  permanent equity and thus has reversed
this  transaction  and instead has charged the entire prepaid amount of $109,000
to  operations.  The effect of this error in the  financial  statements  for the
quarter ended October 31, 2009 is as follows:

                                          Previously       Error
                                           Reported      Correction     Restated
                                           --------      ----------     --------
                                               $             $             $
Balance Sheet:
  Additional Paid in Capital              6,156,863        124,250     6,281,113
  Deficit                                 8,203,075        124,250     8,327,325
Statement of Operations:
  General and Administration                169,444        124,250       293,694
  Net loss                                  519,886        124,250       644,136

15. Subsequent Events

Subsequent to October 31, 2009 the Company has:

issued to a director a total of 4,000,000 units and issued to private  investors
a total of 278,840  units,  all at $0.35 per unit pursuant to  subscriptions  of
$1,497,584 received as at October 31, 2009. Each unit contained one common share
and  one-half  of one common  share  purchase  warrant.  Each  whole  warrant is
exercisable into one common share at $0.50 per share expiring  November 11, 2011
as to 2,000,000 warrants and November 13, 2011 as to 139,420 warrants;

received  $150,000  from a company  controlled  by a director of the Company and
issued a 9% senior  subordinated  redeemable  five year  debenture with interest
payable quarterly;

acquired the telecommunication system assets, subject to final due diligence, of
AAA Wireless,  Inc. for $455,000.  The Company has paid $25,000 as a deposit and
the balance  will be paid on closing.  The  Company is  negotiating  the sale of
certain  assets that will  finance at least 70% of the  balance of the  purchase
price at closing being $430,000.

The  Company  evaluated  subsequent  events  through  the date the  accompanying
financial statements were issued, which was December 17, 2009.

                                       15
<PAGE>
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

                           FORWARD LOOKING STATEMENTS

This  report  contains   forward-looking   statements  that  involve  risks  and
uncertainties.  Any  statements  contained  herein  that are not  statements  of
historical fact may be deemed to be forward-looking  statements.  In some cases,
you can  identify  forward-looking  statements  by  terminology  such as  "may",
"will",  "should",   "expect",   "plan",  "intend",   "anticipate",   "believe",
"estimate",  "predict", "potential" or "continue", the negative of such terms or
other  comparable  terminology.  In  evaluating  these  statements,  you  should
consider various factors,  including the  assumptions,  risks and  uncertainties
outlined in this report under "Risk  Factors".  These factors or any of them may
cause our actual results to differ materially from any forward-looking statement
made in this report.  Forward-looking  statements in this report include,  among
others,  statements  regarding:

     *    our capital needs;
     *    business plans; and
     *    expectations.

While these forward-looking  statements, and any assumptions upon which they are
based, are made in good faith and reflect our current judgment  regarding future
events,  our actual  results will likely vary,  sometimes  materially,  from any
estimates,  predictions,  projections,  assumptions or other future  performance
suggested  herein.  Some of the risks and  assumptions  include:

     *    our need for additional financing;
     *    our limited operating history;
     *    our history of operating losses;
     *    the competitive environment in which we operate;
     *    changes in governmental regulation and administrative practices;
     *    our dependence on key personnel;
     *    conflicts of interest of our directors and officers;
     *    our ability to fully implement our business plan;
     *    our ability to effectively manage our growth; and
     *    other regulatory, legislative and judicial developments.

We advise the reader that these cautionary  remarks  expressly  qualify in their
entirety all forward-looking  statements attributable to us or persons acting on
our behalf.  Important factors that you should also consider,  include,  but are
not limited to, the factors discussed under "Risk Factors" in this report.

The  forward-looking  statements  in this report are made as of the date of this
report and we do not intend or  undertake  to update any of the  forward-looking
statements to conform these statements to actual results,  except as required by
applicable law, including the securities laws of the United States.

                                   REFERENCES

As used in this quarterly report:  (i) the terms "we", "us",  "our",  "Omnicity"
and the "Company" mean Omnicity  Corp.;  (ii) "SEC" refers to the Securities and
Exchange  Commission;  (iii)  "Securities  Act"  refers  to  the  United  States
SECURITIES  ACT OF 1933, as amended;  (iv)  "Exchange  Act" refers to the United
States SECURITIES  EXCHANGE ACT OF 1934, as amended;  and (v) all dollar amounts
refer to United States dollars unless otherwise indicated.

PLAN OF OPERATIONS

Our business plan is to be a rural  wireless  internet  service  provider in the
United  States  through  a  consolidation  strategy  and  organic  growth of all
acquired business units and to partner with REMCs,  Telcos and local governments
for  nationwide  marketing.  We also plan to partner with  regional and national
telecommunication  companies  for the  delivery of voice  services  and complete
negotiations  and  logistics of DirecTV  resell  agreements.  We further plan to
partner with local governments to provide essential  services,  including mobile
internet for emergency mobile  communications,  fire and police and to establish
new utility  applications such as automated meter reading. We plan to bring WISP

                                       16
<PAGE>
based services to rural America through three distinct market channels: (1) REMC
partnerships,  (2)  strategic  acquisitions,  (3) local  government  and private
enterprise partnerships.

Utilizing  our  relationship  with the REMCs  and  "value  added"  institutional
services and facilities we provide for municipalities and local governments,  we
plan to organize and consolidate  within the rural broadband market initially in
Indiana and then in the  Midwestern  United  States and  ultimately  nationwide.
Collaborations  with  both the  REMCs and  municipalities  may act as  effective
barriers for competition and provide  additional sources of revenue and customer
service for the REMCs and municipalities as well as income and cash flow for our
company.  The bundling of broadband  services,  including  internet,  voice, and
video, in partnership with rural electric and/or municipal  services provides an
opportunity to imbed,  cross promote,  and extend services in collaboration with
these institutional providers.

FUTURE FINANCING REQUIREMENTS

We estimate  that  approximately  $6 million  will be required in fiscal 2010 to
finance the expansion of, and the addition of  subscribers  through  acquisition
to,  our  existing  and to be  acquired  network  infrastructures.  A  total  of
approximately  $1.3 million has been raised during the quarter ended October 31,
2009 and through to December 17,  2009. A small  portion will be used to finance
our negative operational monthly cash flow to the end of December 31, 2009. Once
targeted  acquisitions  are  complete,  by the end of January  2010,  we will be
operationally cash flow positive and will require no additional funds to finance
these  operational  deficits.  A  portion  of these  funds  will also be used to
finance the  acquisition  of additional  transmission  rights,  the purchase and
installation  of  transmission  and  tower  equipment  and the cost of  customer
premises equipment.  A portion of these funds will be used to make principal and
interest payments of our long-term and short term debt as required.

CURRENT FINANCING ARRANGEMENTS

     *    8%  Senior  Subordinated   Redeemable  Debenture  -  to  raise  up  to
          $2,000,000  by  issuing   long-term   debentures  with  interest  paid
          quarterly;
     *    Equity Unit Private  Placement - to raise up to $2 million pursuant to
          a unit private placement;
     *    Private  Investment  Public  Entity  ("PIPE")  -  we  have  signed  an
          engagement letter with Bowen Advisors,  Inc to assist us in raising up
          to $10m in stages  over the next  fifteen  months with the first stage
          being $2,500,000. Marketing of this offering did not produce immediate
          results and will be reviewed in January, 2010.
     *    Registered  Direct Offering - we have begun  discussions  with a large
          financial  institution with a goal to engaging this firm to raise $10m
          to $15m through a Registered Direct (S1) Offering  beginning March 31,
          2010 followed by a $30m Registered  Direct offering towards the end of
          2010 combined with a listing on a senior exchange.

We will  continue to seek  traditional  cash flow and asset backed  financing to
supplement  our  efforts  discussed  above and to  reduce  our  overall  cost of
capital.  Additionally,  in order to  accelerate  our growth rate and to finance
general  corporate  activities,  we may supplement our existing sources of funds
with financing  arrangements at the operating system level or through additional
borrowings, joint ventures or other off balance sheet arrangements. As a further
capital  resource,  we may sell or lease certain  wireless rights or assets from
our portfolio as appropriate opportunities become available.  However, there can
be no  assurance  that we will be able to obtain any  additional  financing,  on
acceptable terms or at all.

PLAN OF OPERATIONS FOR THE NEXT TWELVE MONTHS

Our plan of operations for the next twelve months through our fiscal year ending
July 31, 2010 is to:

     1.   complete further debt and equity offerings of $4.7 million by July 31,
          2010;
     2.   develop  and expand,  through  organic  growth,  the  subscriber  base
          through our sales and marketing program;
     3.   acquire and transition  into our  operations  assets of competing WISP
          operators and expand our network into all of Midwest USA;
     4.   reach  operationally  cash flow  positive and build a liquidity  floor
          under operations of $100,000 minimum by December 31, 2009;
     5.   build a current ratio of 1.5:1 by December 31, 2009;
     6.   continue  to  partner  with  Rural  Electric  Membership  Cooperatives
          "REMCs",  local and  State  governments,  Rural  Telcos  and  Original
          Equipment  Manufacturers  "OEMs" to efficiently  and cost  effectively
          expand our network across rural America;
     7.   develop and expand our service  offerings to become a total  broadband
          solution including VOIP and IPTV.

                                       17
<PAGE>
RESULTS OF OPERATIONS

The following  table sets forth certain  financial  information  relating to the
Company for the three  months  ended  October 31, 2009  ("2009") and October 31,
2008  ("2008").  The  financial  information  presented  has been rounded to the
nearest  thousand  $ and is  derived  from the  unaudited  interim  consolidated
financial statements included under Item 1 in this Form 10-Q.

THREE MONTHS ENDED OCTOBER 31, 2009 AND 2008

                                         Three Months Ended   Three Months Ended
                                          October 31, 2009     October 31, 2008
                                          ----------------     ----------------
                                                 $                    $

Sales, net                                      617,000              328,000
                                            -----------           ----------
Expenses:
  Service costs                                  14,000                5,000
  Plant and signal delivery                     338,000              197,000
  Marketing and sales                             2,000                1,000
  General and administration                    294,000              131,000
  Salaries and benefits                         411,000              252,000
  Depreciation and amortization                 170,000              104,000
                                            -----------           ----------
Total Expenses                               (1,229,000)            (690,000)
                                            -----------           ----------

Loss from Operations                           (612,000)            (362,000)
                                            -----------           ----------
Other Income (Expense):
  Other income                                   45,000                   --
  Interest expense                              (78,000)             (41,000)
                                            -----------           ----------
Total Other Income (Expense)                    (33,000)             (41,000)
                                            -----------           ----------

Net Loss                                       (645,000)            (403,000)
                                            ===========           ==========

Net Loss per Share - Basic and Diluted             (.01)                (.01)
                                            ===========          ==========

The  following  discussion  should  be read in  conjunction  with the  unaudited
interim consolidated financial statements (including the notes thereto) included
under Item 1 in this 10-Q.

REVENUES

The  Company's  revenues  for 2009  increased  by $289,000  to $617,000  (2008 -
$328,000), an increase of 89%. This significant increase reflects an increase in
recurring  service revenue from our four  acquisitions.  Revenues from our first
acquisition in 2009 began in February, 2009. The number of subscribers increased
from  5,200  to  5,600  during  the  quarter.  This  subscriber  count  does not
differentiate  a  subscriber,  for  example,  one  school,  hospital or business
subscriber is counted as one subscriber.  On an equivalent subscriber unit basis
we increased our equivalent  subscribers from 5,586 at July 31, 2009 to 6,053 at
October 31, 2009.  This is important  to note because  going  forward we will be
adding schools,  hospitals and business accounts at an accelerated rate. In 2008
the Company had 1,800  subscribers.  The Company  receives  revenue  mainly from
monthly  service  and modem  rental fees  collected  from its  subscribers.  The
Company also receives web hosting fees,  installation  fees, fiber  construction
projects fees and late fees, this is less than 8% of total revenue.  The Company
expects  revenues to  increase  over the next nine months as a result of organic
growth, planned acquisitions and increase in average revenue per unit ("ARPU").

OPERATIONAL EXPENSES

Operational expenses include service costs, plant and signal delivery, marketing
and sales, general and administration and salaries and benefits.

                                       18
<PAGE>
Service costs include the cost of billing and collection. Service costs for 2009
increased by $9,000 to $14,000 (2008 - $5,000).  This increase was due mainly to
the  increase in the number of  customers  accounts  offset by a decrease in the
cost of  collection.  Service  costs are not expected to increase  significantly
during the remainder of 2010.

Plant and signal delivery expenses include the rental of tower  infrastructures,
the purchase of internet  transmission  (backhaul) the cost of  installations at
customers'  premises and the customer premises equipment  operating lease costs.
Plant and signal  delivery  expenses for 2009  increased by $142,000 to $338,000
(2008 -  $196,000),  an increase of 72%. The increase in revenues was 89% during
this period because,  as subscribers are added to infrastructure the incremental
cost of that  subscriber is lower.  This increase was due mainly to the increase
in the number of towers under rental arrangements, the amount of backhaul needed
to service  the  increase in  subscribers,  the  increase  in customer  premises
equipment being leased pursuant to operating lease arrangements and the increase
in customer  installations.  Plant and signal  delivery  costs per customer will
significantly decrease once the Company populates its towers with customers. The
Company,  on average,  has a  penetration  of  approximately  4% of homes passed
whereas  the  minimum  target  penetration  is  greater  than  20%  which is the
penetration rate in the Wabash REMC coverage area.

Marketing and sales  expenses  include REMC fees,  advertising,  preparation  of
marketing materials, commissions paid to our VP of corporate sales and royalties
paid to Service Concepts, a company responsible for marketing through the REMCs.
Marketing and sales for 2009 was  negligible  as materials  were on hand for the
quarter.  Marketing and sales  expenses are expected to  significantly  increase
during  2010 as the  Company  increases  its  marketing  plan  to  significantly
increase organic growth. The Company now has three full-time sales people, which
costs are included in salaries and benefits.

General and administration expenses include professional fees (legal, accounting
and outside  professional  consulting),  investor  relations  fees and expenses,
office expenses  (including  rent,  telephone and insurance),  software fees and
fees associated with late payments and bank charges.  General and administration
expenses  for 2009  increased by $163,000 to $294,000  (2008 -  $131,000).  This
increase is mainly due to becoming a public company on February 17, 2009 and the
additional  costs  associated  with  this  transaction  and  investor  relations
expenses,   transfer   agent   expenses  and   regulatory   fees.   General  and
administration  expenses are not expected to increase  significantly  in 2010 in
relation to increased revenue.

Salaries and benefits  for 2009 have  increased by $158,000 to $411,000  (2008 -
$252,000).  This increase is mainly due to becoming a public company on February
17, 2009 and the additional costs associated with hiring senior  management such
as a Chief  Financial  Officers,  VP of Corporate  Development,  VP of Sales and
Marketing, VP of Acquisitions,  VP of Field Services, VP of Customer Support and
a corporate sales person. These hiring activities began during the quarter ended
October 31, 2008 and are reflected in the comparative  numbers. The Company went
from 25 employees during the three months ended October 31, 2008 to 38 employees
during  the  three  months  ended  October  31,  2009.  The  Company  added  two
salespeople  in  November,  2009.  The Company  does not expect to increase  its
number of employees  significantly  during 2010 as it has now contracted out its
installations to an independent  contractor and the Company's  current number of
employees is expected to be able to maintain a customer base at least double its
current customer base.

Depreciation  and amortization for 2009 increased by $67,000 to $170,000 (2008 -
$104,000).  $69,000 of the increase was attributed to the  amortization,  over a
period of seven years, the customers' relationships acquired in conjunction with
asset acquisitions.

OTHER INCOME AND EXPENSE

Interest expense for 2009 increased by $37,000 to $78,000 (2008 - $41,000).  The
increase was a result of increased  short-term and long-term debt. As at October
31, 2009 the Company's cost of short-term  and long-term debt is 7.3%.  Interest
expense is not expected to increase  substantially  in 2010 as the Company plans
to pay down  short-term  and long-term  debt and to finance  growth  through the
issuance of equity instruments.

Other income for 2009  increased by $45,000  (2008 - $nil) as result of accounts
payable written-off.

NET LOSS

The net loss for 2009 increased by $241,000 to $645,000 (2008 - $403,000).  This
increase in loss was due to increases in operational expenses of $543,000 offset
by an increase in revenue of $289,000 for a net increase in loss from operations
of  $254,000.  This net increase is mainly  associated  with  building  internal
infrastructure,  including  personnel  and the costs of being a public  company.
Interest expense increased by $37,000 and other income increased by $45,000.

                                       19
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

                                           October 31, 2009        July 31, 2009
                                           ----------------        -------------
                                                  $                      $

Cash                                            760,000                159,000
Working Capital (Deficiency)                 (1,545,000)            (2,585,000)
Total Assets                                  3,858,000              3,350,000
Total Liabilities                             4,368,000              4,424,000
Stockholders' Deficit                          (510,000)            (1,074,000)

We completed our going public  transaction on February 17, 2009. Since then, the
Company's  acquisition  and  transition  teams have  acquired and folded in five
WISP's increasing our subscriber base from 1,800 to over 5,600 as at October 31,
2009. See discussion  under  "Revenues" above for our increase in cash flow from
adding customers and a discussion on equivalent subscriber units.

At October 31, 2009 we had cash of $760,000.  Subsequent  to October 31, 2009 we
deposited $150,000 relating to the issuance of a senior subordinated  redeemable
debenture.  Our  payroll  is  currently  $160,000  per  month and we now have 40
employees.

CASH TO OPERATING ACTIVITIES

During 2009,  operating  activities used cash of $288,000 (2008 - $44,000).  Our
loss for 2009 was $645,000 (2008 - $403,000)  which  included a non-cash  outlay
for  depreciation  and amortization of $170,000 (2008 - $104,000) for a net cash
outflow of $475,000 (2008 - $299,000)  before changes in working  capital items.
Our accounts  receivable  have  increased by $13,000 (2008 - decrease of $3,000)
due to our increase in customer  base.  Prepaid  expenses  decreased by $109,000
(2008 - increase of $3,000).  Our  expenses  were  financed by our vendors as to
$64,000 (2008 - $262,000).

CASH TO INVESTING ACTIVITIES

The WISP business is a capital intensive business.  Since inception, the Company
has expended  funds to lease or otherwise  acquire  transmission  site rights in
various locations and markets,  to construct the existing systems and to finance
initial operating losses. The Company intends to expand the existing systems and
launch  additional  wireless  systems and will  require  additional  funds.  The
Company  estimates that a launch by it of a wireless internet provider system in
a typical new tower location will involve the expenditures for wireless internet
system transmission equipment and incremental  installation costs per subscriber
for customer premise equipment. As a result of these costs, operating losses are
likely to be incurred by a system during the roll-out period.

During 2009,  investing  activities used net cash of $126,000 (2008 - $121,000).
We acquired tower and customers'  premises  equipment  totalling $191,000 during
2009 of which $68,000 was financed  through  issuing common stock for a net cash
investment of $122,000.

CASH FROM FINANCING ACTIVITIES

During 2009, financing activities provided cash of $1,015,000 (2008 - $165,000).
Proceeds of  $1,020,000  was received  from common stock  subscriptions  (2008 -
$5,500).  During 2009, proceeds of $149,000 (2008 - $168,000) were received from
short-term  loans and  $38,000  (2008 - $nil) from  long-term  debt.  A total of
$873,000 of short-term  debt became  long-term debt due to  renegotiations  with
note holders.  We repaid $63,000 (2008 - $nil) of short-term and long-term debt.
The Company  advanced  $4,100 to our Chief  Operating  Officer as a loan against
expenses. Subsequent to October 31, 2009 we received an additional $150,000 from
a company  controlled  by a  director  of the  Company  and  issued an 8% senior
subordinated redeemable debenture.

ITEM 4. CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

Greg  Jarman  our  principal  executive  officer  and Don Prest,  our  principal
financial  officer,  have concluded that our disclosure  controls and procedures
(as defined in Rules  13a-15(e) and  15d-15(e)  under the Exchange Act) were not

                                       20
<PAGE>
effective  as of the end of the period  covered by this  report,  based on their
evaluation of these controls and  procedures  required by paragraph (b) of Rules
13a-15  and  15d-15,  due  to the  deficiencies  in our  internal  control  over
financial reporting as described below.

Our management is responsible for establishing and maintaining adequate internal
control  over  financial  reporting,  as  defined in Rules  13a-15(f)  under the
Exchange Act.

The  management  of the Company  assessed  the  effectiveness  of the  Company's
internal  control over financial  reporting  based on the criteria for effective
internal   control   over   financial   reporting    established   in   Internal
Control--Integrated   Framework   issued   by  the   Committee   of   Sponsoring
Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting
such assessments.  Based on this assessment,  management determined that, during
the quarter ended October 31, 2009, our internal  controls and  procedures  were
not effective to detect the inappropriate  application of US GAAP rules, as more
fully described  below.  This was due to deficiencies in the design or operation
of the Company's internal control that adversely affected the Company's internal
controls and that may be considered to be material weaknesses.

Management identified the following material weaknesses in internal control over
financial reporting:

     1.   The Company has limited  segregation of duties which is not consistent
          with good internal control procedures.
     2.   The  Company  does not have a  written  internal  control  procedurals
          manual which  outlines the duties and  reporting  requirements  of the
          Directors  and any  staff to be hired in the  future.  This  lack of a
          written  internal  control   procedurals  manual  does  not  meet  the
          requirements of the SEC or good internal controls.

Management  believes  that the  material  weaknesses  set forth in items 1 and 2
above did not have an affect on the Company's financial results.

The  Company  and its  management  will  endeavor  to  correct  the above  noted
weaknesses in internal control once it has adequate funds to do so.

Management  will  continue  to monitor and  evaluate  the  effectiveness  of the
Company's  internal  controls  and  procedures  and its internal  controls  over
financial  reporting on an ongoing  basis and are  committed  to taking  further
action and implementing  additional  enhancements or improvements,  as necessary
and as funds allow.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes to our internal  control  over  financial  reporting  that
occurred  during  the  quarter  ended  October  31,  2009 that  have  materially
affected,  or are reasonably likely to materially  affect,  our internal control
over financial reporting.

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, active or pending legal proceedings against our company,
nor are we  involved  as a  plaintiff  in any  material  proceeding  or  pending
litigation.  There are no  proceedings  in which our  director  and  officer  or
affiliates,  or any registered or beneficial  shareholder is an adverse party or
has a material interest adverse to our interest.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES

Effective on August 18, 2009,  we issued a total of 229,855  common  shares from
treasury to four  individuals  to complete the common share  portion to complete
two Asset Purchase  Agreements at an agreed price of $0.71 per common share.  We
relied on exemptions from registration under the Securities Act provided by Rule
506 for U.S.  accredited  investors  based  on  representations  and  warranties
provided by the individuals.

Effective on October 13, 2009,  we issued a total of 268,818  common shares from
treasury to eleven  individuals to complete the common share portion to complete
two Asset Purchase  Agreements at an agreed price of $0.465 per common share. We
relied on exemptions from registration under the Securities Act provided by Rule
506 based on representations and warranties provided by the individuals.

Effective on September 17, 2009, we issued a total of 8,571 units of the Company
to one  subscriber  at $0.35 per unit.  Each unit  consists  of one share of our
common stock and one share purchase warrant.  Each unit consists of one share of
common stock and one-half of one share purchase warrant, with each whole warrant
entitling  the  holder to  acquire  an  additional  share of common  stock at an
exercise  price of $0.50  per  share  until  September  17,  2011.  We relied on
exemptions from registration under the Securities Act provided by Rule 506.

                                       21
<PAGE>
Effective on November 10, 2009, we completed a  non-brokered  private  placement
pursuant to which we issued from treasury to one subscriber a total of 4,000,000
Units at a subscription price of $0.35 per unit for proceeds of $1,400,000. Each
unit  consisted of one share of common stock and one-half of one share  purchase
warrant.  Each whole warrant  entitles the holder to acquire an additional share
of common stock at an exercise  price of $0.50 per share until October 20, 2011.
We relied on exemptions from  registration  under the Securities Act provided by
Rule 506 for U.S.  accredited  investors based on representations and warranties
provided by the subscriber in his  subscription  agreement  entered into between
the subscriber and the Company.

Effective on November 13, 2009, we completed a  non-brokered  private  placement
pursuant to which we issued from treasury to five subscribers a total of 278,840
Units at a  subscription  price of $0.35 per unit for proceeds of $97,594.  Each
unit  consisted of one share of common stock and one-half of one share  purchase
warrant.  Each whole warrant  entitles the holder to acquire an additional share
of common stock at an exercise price of $0.50 per share until November 13, 2011.
We relied on exemptions from  registration  under the Securities Act provided by
Rule 506 for U.S.  accredited  investors based on representations and warranties
provided by the subscriber in his  subscription  agreement  entered into between
the subscriber and the Company.

ITEM 6. EXHIBITS

The following  exhibits are included with this  Quarterly  Report on Form 10-Q/A
(Amendment No. 2):

Exhibit Number                   Description of Exhibit
--------------                   ----------------------

  31.1             Rule 13a-14(a)/15(d)-14(a) Certification of Principal
                   Executive Officer

  31.2             Rule 13a-14(a)/15(d)-14(a) Certification of Principal
                   Financial Officer

  32.1             18 U.S.C. Section 1350 Certification of Principal Executive
                   Officer and Principal Financial Officer

                                       22
<PAGE>
                                   SIGNATURES

In accordance with 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.

OMNICITY CORP.


By: /s/ Greg Jarman
    --------------------------------------------------------------
    Greg Jarman
    Chief Executive Officer and a Director
    (Principal Executive Officer)
    Date: October 29, 2010


    /s/ Don Prest
    --------------------------------------------------------------
    Don Prest
    Chief Financial Officer and a Director
    (Principal Financial Officer and Principal Accounting Officer)
    Date: October 29, 2010


                                       23