UNITED STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549


_____________________





Amendment
No. 2


to


FORM
10-Q/A





x            QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934





For the
quarterly period ended June 30, 2009





OR





 ̈            TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
EXCHANGE ACT OF 1934




Commission
file number: 001-53510





WINDTAMER
CORPORATION


(Exact name of Registrant as specified
in its charter)





New
      York
                16-1610794(State
      or other jurisdiction of incorporation or organization)
                (I.R.S.
      Employer Identification
No.)





6053
      Ely AvenueLivonia,
      NY
                14487(Address
      of principal executive offices)
                (Zip
      Code)





(585)
346-6442





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 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 (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant has been required to submit and post such files). * Yes  oNo  o


*
Registrant is not yet required to submit Interactive Data Files pursuant to Rule
405 of Regulation S-T





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
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





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





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





As of
August 7, 2009, the Registrant had outstanding 98,341,000 shares common stock,
$0.0001 par value.









Explanatory
Note





This
Amendment No. 2 to Form 10-Q on Form 10-Q/A (the “Amended Filing”) amends the
Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, originally
filed on August 10, 2009, as amended on September 16, 2009 (the “Original Filing”), of
WindTamer Corporation, a New York corporation (the “Company”):





1.           under
Item 4T. Controls and Procedures, to disclose management’s conclusion about the
disclosure controls and procedures; and





2.           under
Item 1A. Risk Factors, to add a risk factor to state that management has
concluded that disclosure controls and procedures are ineffective.





No
revisions have been made to the Company’s financial statements or any other
disclosure contained in the Original Filing.





In
connection with the filing of this Amendment No. 2, and as required by Rule
12b-15 of the Securities Exchange Act of 1934, the Company is also filing as
exhibits to this Amendment No.2 the certifications pursuant to Rule
13a-14(a).  Because no financial statements are contained within this
Amendment No.2, the Company is not including those parts of the Rule 13a-14(a)
certifications pertaining to financial statements and is not including
certifications pursuant to Rule 13a-14(b) (18 U.S.C. §1350).





This
Amendment No. 2 continues to speak as of the date of the Original Filing, and
the Company has not updated the disclosure contained herein to reflect events
that have occurred since the filing of the Original
Filing.  Accordingly, this Amendment No. 2 should be read in
conjunction with the Company’s other filings, including the first amendment to
Form 10-Q on Form 10-Q/A filed on September 16, 2009, made with the Securities
and Exchange Commission subsequent to the filing of the Original Filing,
including the amendments to those filings, if any.





Item
4T. Controls and Procedures





The
Company’s management has established disclosure controls and procedures designed
to ensure that information required to be disclosed by the Company in the
reports that it files or submits under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) is recorded, processed, summarized and reported
within time periods specified in the SEC rules and forms. Such disclosure
controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by the Company in
the reports that it files or submits under the Exchange Act is accumulated and
communicated to the Company’s management to allow timely decisions regarding
required disclosure.




Based on
the evaluation of the effectiveness of our disclosure controls and procedures,
our Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) were not effective as of June 30, 2009.  This
conclusion is based on the Company’s failure to timely disclose as a material
agreement the Option Agreement between the Company and Alternative Wind
Resources, LLC, dated April 29, 2009.





We are
committed to improving our disclosure controls and procedures.  As
part of this commitment, we have taken steps to improve our disclosure controls
and procedures.  These steps include: (i) updating our disclosure
controls and procedures to require that all agreements entered into by the
Company be provided to multiple individuals within the management team for
evaluation; (ii) requiring that management confer with the Company’s legal
counsel and independent auditors when questions as to the materiality or
disclosure requirements for agreements arise; and (iii) providing additional
education to the management team regarding the Company’s reporting requirements
and obligations.





We will
continue to monitor and evaluate the effectiveness of our internal controls and
procedures and our 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.  There
can be no assurance, however, that our disclosure controls and procedures will
detect or uncover all failures of persons within the Company to disclose
material information otherwise required to be set forth in our periodic reports.
There are inherent limitations to the effectiveness of any system of disclosure
controls and procedures, including the possibility of human error and the
circumvention or overriding of the controls and procedures. Accordingly, even
effective disclosure controls and procedures can only provide reasonable, not
absolute, assurance of achieving their control objectives.




Changes
in Internal Control Over Financial Reporting
 
 There was
no change in the Company’s internal control over financial reporting that
occurred during the quarter ended June 30, 2009 that has materially affected, or
is likely to materially affect, the Company’s internal control over financial
reporting.





2




Item
1A. Risk Factors





The
Company’s risk factors have not changed materially from the risk factors
previously disclosed in the Company’s Annual Report on Form 10-K/A for the year
ended December 31, 2008, except as follows:





We
have a limited operating history, which may make it difficult for investors to
predict future performance based on current operations.





We have limited operating history upon
which investors may base an evaluation of our potential future performance. We
have had no significant revenues to date. As a result, there can be no assurance
that we will be able to develop consistent revenue sources, or that our
operations will be profitable. Our prospects must be considered in light of the
risks, expense and difficulties frequently encountered by companies in early
stage of development.





Any forecasts we make about our
operations, including, without limitation, when we will begin sales and plans
for fundraising, may prove to be inaccurate.  For instance, we planned
to begin sales of our products in the first half of 2009 but did not meet that
goal as we continued to refine the development of our production
models.  We now expect this to begin in the third quarter of 2009
although there can be no assurance that we will be successful in meeting this
target.  Additionally, we had planned on raising $20 million in a
private placement, but we later determined to cease raising funds in that
private placement after raising only $741,000.  We stopped raising
funds after only $741,000 because we reassessed our cash needs and also
determined that the appropriate focus of our executive management should be on
product development rather than fundraising, and further concluded that it was
not in the best interest of the Company to raise more than $741,000 at this
time.





We must, among other things, determine
appropriate risks, rewards and level of investment in each project, respond to
economic and market variables outside of our control, respond to competitive
developments and continue to attract, retain and motivate qualified employees.
There can be no assurance that we will be successful in meeting these challenges
and addressing such risks and the failure to do so could have a materially
adverse effect on our business, results of operations and financial
condition.





We
will need additional capital to sustain our operations and may seek further
financing to accelerate our growth, which we may not be able to obtain on
acceptable terms. If we are unable to raise additional capital, as needed, the
future growth of our business and operations would be severely
limited.





A limiting factor on our growth,
including our ability to enter our proposed markets, attract customers, and
deliver our product in the targeted electrical power production markets, is our
limited capitalization compared to other companies in the industry.





We will need additional capital to
bring our operations to a sustainable level over the next twelve
months.  The Company raised $741,000 in its recent private placement
completed July 14, 2009 and received $833,000 in early July 2008 from the
exercise of stock options by certain optionholders.  After
consideration of the Company’s then-current financial situation and the
appropriate focus of the Company’s executive management on product development
rather than fundraising, it was determined that no further funds were required
to be raised at that time.  However, if we are unable to generate any
additional needed capital from our planned operations, we will need to seek
additional financing.  We may also seek additional financing to
accelerate our growth.  If we raise additional funds through the
issuance of equity or convertible debt securities, the percentage ownership of
the Company held by existing shareholders will be reduced and our shareholders
may experience significant dilution. In addition, new securities may contain
rights, preferences or privileges that are senior to those of our common stock.
If we raise additional capital through issuance of debt, this will result in
increased interest expense.  There can be no assurance that acceptable
financing necessary to further implement our plan of operation can be obtained
on suitable terms, if at all. Our ability to develop our business could suffer
if we are unable to raise additional funds on acceptable terms, which would have
the effect of limiting our ability to increase our revenues or possibly attain
profitable operations in the future.





3




We
depend on outside consultants with whom we do not have agreements which could
have an adverse effect on our business if they were to discontinue providing
services.





We are a development stage company and
have only 5 employees.  We have utilized the services of outside
consultants to assist in developing and implementing our business plan and
operations.  These consultants have assisted us primarily with the
assembly, construction and design of Wind Tamer turbine prototypes and
production models, and component parts related thereto, the development and
planning of manufacturing and distribution logistics and strategy, and advice
and assistance on our management structure, business development and product
marketing strategy.  We do not have long-term agreements with them to
perform services for us and they could stop providing services for us at any
time.  As a result, if several of these consultants were to
discontinue providing services for us before we are able to hire additional
full-time employees or make arrangements with additional consultants, it would
have an adverse effect on our business.





We
may not be successful in developing and sustaining the alliances necessary for
the successful penetration of our target markets.





Our business plan contemplates that we
establish and sustain relationships with manufacturers or third-party
wholesalers or retailers for the production and marketing of Wind Tamer. We have
begun establishing manufacturing relationships and we are pursuing relationships
to market our products.  There can be no assurance that we will be
successful in developing or sustaining the necessary relationships. If we are
not successful in securing or sustaining these critical alliances on reasonable
terms, we may not generate sufficient revenue to conduct our operation or become
profitable.





Our
agreement with an early stage company for the order of some of our initial
turbines contains uncertainty regarding the term and pricing and an exclusivity
provision which could have an adverse effect on our growth and development, and
the Company could be deemed in breach of the agreement.





We have entered into an agreement with
an early stage company which plans to offer WindTamer turbines to its customers,
to produce a 15kWh prototype wind turbine unit.  The agreement also
calls for the order of 1,000 turbines from us and provides the customer with an
exclusive right to purchase from us all 15kWh and larger wind turbines for wind
farms and industrial uses and development for an undefined
period.  The price and terms for the order are still to be determined
by the parties and the customer could terminate the agreement before any orders
are made.  We have not yet received, and may never receive, the
purchase order which the customer agreed to provide.  The agreement
contemplated the 15kWh prototype would be delivered by May 30, 2009, but we have
not yet delivered the 15kWh prototype.  The failure to deliver the
prototype could be deemed a breach of the agreement, however we are discussing
with the company an extension of time to provide it  and the Company
does not believe any material liability will result from the failure to meet
this deadline even if such a failure is deemed to be a breach of the agreement.
There can be no assurance that we will complete or realize these potential
orders or sales, or agree upon a price that will be favorable to us or that the
failure to deliver the 15kWh prototype by May 30, 2009 will not be deemed a
breach that results in material liabilities to us.





Although we believe that the agreement
will be helpful in helping to start a market for our products, the exclusivity
provision could limit our ability to expand our customer base in these markets
in the future which also could have an adverse effect on our growth and
development.





If
we fail to protect our intellectual property, our planned business could be
adversely affected.





Our viability will depend on our
ability to develop and maintain the proprietary aspects of our technology to
distinguish our product from our competitors’ products and services. To protect
our proprietary technology, we rely primarily on a combination of
confidentiality procedures, copyright, trademark and patent laws.




4





We hold a United States patent for the
design of our Wind Tamer power generator wind turbine. We also have five pending
patent applications related to the original technology and for which we plan to
make foreign filings. In addition, we are developing a number of new innovations
for which we intend to file patent applications. No assurance can be given that
any of these patents will afford meaningful protection against a competitor or
that any patent application will be issued. Patent applications filed in foreign
countries are subject to laws, rules, regulations and procedures that differ
from those of the United States, and thus there can be no assurance that foreign
patent applications related to United States patents will issue. If these
foreign patent applications issue, some foreign countries provide significantly
less patent protection than the United States. The status of patents involves
complex legal and factual questions and the breadth of claims issued is
uncertain. Accordingly, there can be no assurance that our patents, and any
patents that may be issued to us in the future, will afford protection against
competitors with similar technology. No assurance can be given that patents
issued to us will not be infringed upon or designed around by others or that
others will not obtain patents that we would need to license or design
around.  We are not aware of any infringement by us or broad claims
against which we may infringe. However, if such an infringement claim is brought
against our technology and is successful, such claimants could require us to
obtain licenses and there can be no assurance that any necessary licenses would
be available on reasonable terms, if at all.





Despite our efforts to protect our
proprietary rights, unauthorized parties may attempt to copy aspects of our
products or obtain and use information that we regard as proprietary.
Unauthorized use of our proprietary technology could harm our business.
Litigation to protect our intellectual property rights can be costly and
time-consuming to prosecute, and there can be no assurance that we will be able
to enforce our rights or prevent other parties from developing similar
technology or designing around our intellectual property.





If
our products and technology do not achieve market acceptance, we may not
generate sufficient revenue to conduct our operations or become
profitable.





We are a development stage company and
have generated no significant revenues to date. Although we have patented the
technology used in the Wind Tamer, we have just begun attempts to market our
products. We cannot assure you that a sufficient number of customers will
purchase our products. The failure of the Wind Tamer or other products we
develop to be accepted in the commercial marketplace would have a material
adverse effect on our business. Our technology and products may not compete with
conventional wind turbines and other technologies, including fossil-fueled
generators, on the basis of performance and cost or to achieve market
acceptance. This failure to compete could also have a material adverse effect on
our business.  As a result, the value of your investment could be
significantly reduced or completely lost.





The
expiration or cancellation of federal tax benefits and state regulatory benefits
for renewable energy generation would adversely affect our
development.





Financial incentives to purchasers of
our wind turbines will be helpful in our development and
growth.   In its Small Wind Turbine Global Market Study, the
American Wind Energy Association in June 2008 concluded that the single most
effective driver for the wind power industry has been, and continues to be,
financial incentive programs offered by select states. A small number of states
have reduced their incentive levels on a per-project basis in order to cut costs
while assisting the same (or larger) amount of consumers, while other states
have increased their incentive programs with funds from the American Recovery
and Reinvestment Act passed in February 2009.  The state incentive
programs are supplemented by additional federal support for the wind power
industry.  For instance, there is a Federal Investment Tax Credit of
30% for the purchase and installation of qualifying small wind electric
systems.  This credit is currently scheduled to expire on December 31,
2016. Additionally, there is a Federal Production Tax Credit, which provides a
$.021 per kWh benefit for the first 10 years of facilities operation which is
currently set to expire on December 31, 2013. These credits can help make wind
turbines more attractive than other power generation products.  States
offering financial incentives include, for instance, New York State which
currently offers cash rebates that range from $2,400 to $150,000 for
installation of small-wind energy turbines depending on the size and
location.  This rebate is scheduled to expire on December 31, 2009.
Other specific state incentive programs include: a 100% personal property tax
exemption for eligible properties in Michigan which is currently set to expire
December 31, 2012; a rebate program in California for wind systems up to 50kW
with an incentive of $2.50/W for the first 7.5 kW and $1.50/W for increments
between 7.5 kW and 30 kW which currently has no expiration date; and a 15%
personal tax credit for taxpayers with renewable energy systems installed at
their primary residence in Massachusetts which currently has no expiration
date.





5




Since we have only just begun to market
our products and have a limited operating history, we cannot be sure that these
incentives will help our products compete with other power generation products.
As a result, there can be no assurance that they will be helpful. Additionally,
if these incentives or similar incentives in one or more states or the federal
government are repealed, reduced, or not renewed, demand for our products and
future development efforts would be adversely affected. Furthermore, the current
economic crisis could make the repeal, reduction, or non-renewal of these
incentives by certain states or the federal government more likely.





Deteriorative
changes in the currently reported condition of the small wind energy industry
market would adversely affect our development.





Several factors have helped the
renewable energy markets, including the small wind energy
markets.  These factors include, policy support from the state and
federal legislatures, rising and volatile prices of conventional electricity,
consumer education, and an increased public concern for environmental issues
which favor continued development.  There can be no assurance that
these conditions will continue to exist throughout our development and continued
operation.  As a result, it is possible that these conditions could
deteriorate or worsen in a manner that would adversely affect demand for our
planned products and future development efforts.  Furthermore, the
current economic crisis including the crisis in the credit markets could make
the deterioration of the conditions of the small wind energy industry market
more likely.





We
will initially rely on independent manufacturers and suppliers for our products
which could delay our progress and later cause delay and damage customer
relationships.





We plan to target power generator
manufacturers and wholesalers to form alliances for the mass production and
distribution of our products. We currently have no large scale manufacturing
capabilities. If we are unable to reach satisfactory arrangements to begin
building our products, our business could be adversely affected. Furthermore,
once we enter into such relationships, we may not have long-term written
agreements with any third-party manufacturers or suppliers. At this time we have
no such long-term written agreements.  As a result, any of these
manufacturers or suppliers could unilaterally terminate their relationships with
us at any time. Establishing relationships with new manufacturers would require
a significant amount of time and would cause us to incur delays and additional
expenses, which would also adversely affect our business and results of
operations.





In addition, a manufacturer’s failure
to ship products to us in a timely manner or to meet the required quality
standards could cause us to miss the delivery date requirements for customers
for those items. This, in turn, may cause customers to cancel orders, refuse to
accept deliveries or demand reduced prices. This could adversely affect our
business and results of operations.





There
is currently no public market for our shares, and if an active market does not
develop, investors may have difficulty selling their shares.





There is currently no public trading
market for our common stock. A registered broker-dealer has filed a Form 211
with the Financial Industry Regulatory Authority on our behalf that would permit
our common stock to be quoted for trading on the OTCBB.  However, the
filing of the Form 211 does not guarantee the listing of our common stock on the
OTCBB, and we cannot be sure that such an effort will be successful. If and when
our stock does begin trading, we cannot predict the extent to which investor
interest in the Company will lead to the development of an active trading market
or how liquid that trading market might become. If a trading market does not
develop or is not sustained, it may be difficult for investors to sell shares of
our common stock at a price that is attractive. As a result, an investment in
our common stock may be illiquid and investors may not be able to liquidate
their investment readily or at all when they desire to sell.





We
may issue additional shares of common stock in the future, which could cause
dilution to all shareholders.





We have a large amount of authorized
but unissued common stock which our Board of Directors may issue without
stockholder approval.  We will need additional capital to bring our
operations to a sustainable level over the next twelve months, and may seek this
capital in the form of equity financing.  We may also seek to raise
additional equity capital in the future to fund business alliances, develop new
prototypes, and grow our manufacturing and sales capabilities organically or
otherwise. Any issuance of additional shares of our common stock will dilute the
percentage ownership interest of all shareholders and may dilute the book value
per share of our common stock.





6




If
we fail to maintain an effective system of disclosure controls and procedures,
we may not be able to accurately report information required to be disclosed by
the Company under the Securities Exchange Act of 1934, as amended. As a result,
current and potential shareholders could lose confidence in our public
reporting, which could have a negative impact on our stock price.





Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, we are required to include in our Quarterly Reports
on Form 10-Q and our Annual Report on Form 10-K our assessment of the
effectiveness of our disclosure controls and procedures.  Our Chief
Executive Officer and Chief Financial Officer has determined that our disclosure
controls and procedures were ineffective as of June 30, 2009.  The
ineffectiveness of our disclosure controls and procedures related to the
Company’s failure to timely disclose a material agreement.  If we
cannot adequately maintain the effectiveness of our disclosure controls and
procedures, current and potential shareholders could lose confidence in our
public reporting and we may be subject to liability and/or sanctions or
investigation by regulatory authorities, such as the Securities and Exchange
Commission, either of which could adversely affect our financial results and the
market price of our common stock.





Item
6.  Exhibits





(a)
            Exhibits:





31.1
            Certification
      Pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934,
      as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002





7





SIGNATURES




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




WINDTAMER
      CORPORATION(Registrant)





October
9, 2009





By:
                /s/ GERALD E. BROCKName:
                Gerald
      E. BrockTitle:
                Chief
      Executive Officer andChief
      Financial Officer




8