UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549











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 March 31, 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.    YesxNo ̈





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 ̈No ̈


*
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 May
14, 2009, the Registrant had outstanding 81,526,000 shares common stock, $0.001
par value.





EXPLANATORY NOTE
  This
Amendment to Form 10-Q on Form 10-Q/A (the “Amended Filing”) amends the
Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 originally
filed on May 15, 2009 (the “Original Filing”), of WindTamer Corporation, a New
York corporation (the “Company”). The purpose of this amendment is to restate
the financial statements to appropriately reflect values in the unaudited
statements of cash flows and operations from the period of inception (March 30,
2001) until the end of the current period which were previously
miscalculated.
  In
accordance with Rule 12b-15 under the Exchange Act, each item of the Original
Filing that is amended by this Amended Filing is also restated in its entirety,
and this Amended Filing is accompanied by currently dated certifications on
Exhibits 31.1, and 32.1 by the Company’s Chief Executive Officer and Chief
Financial Officer. Except as described above, this Amended Filing does not
amend, update, or change any items, financial statements, or other disclosures
in the Original Filing, and does not reflect events occurring after the filing
of the Original Filing, including as to any exhibits to the Original Filing
affected by subsequent events. Information not affected by the changes described
above is unchanged and reflects the disclosures made at the time of the Original
Filing. Accordingly, this Amended Filing should be read in conjunction with the
Original Filing and our other SEC filings subsequent to the filing of the
Original Filing, including any amendments to those filings. Capitalized letters
not defined in the Amended Filing are as defined by the Original
Filing.














WINDTAMER
CORPORATION


TABLE
OF CONTENTS





PART
      I.  FINANCIAL INFORMATIONItem
      1.  Financial StatementsCondensed
      Balance Sheets as of March 31, 2009 (Unaudited) and December 31,
      2008
                                    3Unaudited
      Condensed Statements of Operations for the Three Months
    EndedMarch
      31, 2009 and 2008, and the Period from Date of Inception (March 30,
      2001)through
      March 31, 2009
                                    4Unaudited
      Condensed Statements of Cash Flows for the Three Months
    EndedMarch
      31, 2009 and 2008, and the Period from Date of Inception (March 30,
      2001)through
      March 31, 2009
                                    5Statement
      of Stockholders' Equity from Inception through March 31,
    2009
                                    6Notes
      to Unaudited Condensed Financial Statements
                                    7Item
      2.  Management’s Discussion and Analysis of Financial Condition
      and Results of Operations
                                    11Item
      4T. Controls and Procedures
                                    14PART
      II. OTHER INFORMATIONItem
      1.
                                    Legal
      Proceedings
                                    14Item
      1A.
                                    Risk
      Factors
                                    15Item
      2.
                                    Unregistered
      Sales of Equity Securities and Use of Proceeds
                                    16Item
      3.
                                    Defaults
      Upon Senior Securities
                                    17Item
      4.
                                    Submission
      of Matters to a Vote of Security Holders
                                    17Item
      5.
                                    Other
      Information
                                    17Item
      6.
                                    Exhibits
                                    17Signatures
                                    18Exhibits
                                    19


2


PART
I – FINANCIAL INFORMATION





Item 1.  Financial
Statements and Notes





WINDTAMER
CORPORATION


(A
Development Stage Company)


Balance
Sheets





March 31, 2009
                                            (unaudited)
                                          
                                          
                                          December 31, 2008ASSETSCurrent
      assetsCash
                                          
                                          $
                                          443,168
                                          
                                          
                                          $
                                          204,771Prepaid
      expenses and other current assets
                                          
                                          
                                          7,898
                                          
                                          
                                          
                                          8,739Total
      current assets
                                          
                                          
                                          451,066
                                          
                                          
                                          
                                          213,510Long-lived
      assetsIntangible
      assetsPatent
                                          
                                          
                                          23,168
                                          
                                          
                                          
                                          17,868Trademark
                                          
                                          
                                          4,525
                                          
                                          
                                          
                                          4,525Less
      accumulated amortization
                                          
                                          
                                          (1,582
                                          )
                                          
                                          
                                          (1,406
                                          )Total
      intangible assets
                                          
                                          
                                          26,111
                                          
                                          
                                          
                                          20,987Property
      and equipmentEquipment
                                          
                                          
                                          17,282
                                          
                                          
                                          
                                          10,268Furniture
      and fixtures
                                          
                                          
                                          12,880
                                          
                                          
                                          
                                          6,200Software
                                          
                                          
                                          7,365
                                          
                                          
                                          
                                          0Less
      accumulated depreciation
                                          
                                          
                                          (4,088
                                          )
                                          
                                          
                                          (1,779
                                          )Total
      property and equipment
                                          
                                          
                                          33,439
                                          
                                          
                                          
                                          14,689Total
      long-lived assets
                                          
                                          
                                          59,550
                                          
                                          
                                          
                                          35,676Total
      assets
                                          
                                          $
                                          510,616
                                          
                                          
                                          $
                                          249,186LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      liabilitiesAccounts
      payable
                                          
                                          $
                                          60,740
                                          
                                          
                                          $
                                          33,296Customer
      deposits
                                          
                                          
                                          50,000
                                          
                                          
                                          
                                          0Payroll
      liabilities
                                          
                                          
                                          4,433
                                          
                                          
                                          
                                          9,176Total
      current liabilities
                                          
                                          
                                          115,173
                                          
                                          
                                          
                                          42,472Stockholders'
      equityPreferred
      stock, 5,000,000 shares authorized, $.0001 par value; none issued or
      outstanding
                                          
                                          
                                          0
                                          
                                          
                                          
                                          0Common
      stock, 500,000,000 shares authorized, $0.0001 par value; 81,501,000 and
      80,640,000 shares issued and outstanding respectively
                                          
                                          
                                          8,150
                                          
                                          
                                          
                                          8,064Additional
      paid-in capital
                                          
                                          
                                          2,433,243
                                          
                                          
                                          
                                          1,430,199Deficit
      accumulated during development stage
                                          
                                          
                                          (2,045,950
                                          )
                                          
                                          
                                          (1,231,549
                                          )Total
      stockholders' equity
                                          
                                          
                                          395,443
                                          
                                          
                                          
                                          206,714Total
      liabilities and stockholders' equity
                                          
                                          $
                                          510,616
                                          
                                          
                                          $
                                          249,186





The
accompanying notes are an integral part of the financial
statements.


3


WINDTAMER
CORPORATION


(A
Development Stage Company)


Statements
of Operations (unaudited)




Three Months Ended
                                                March 31,
                                                2009
                                              
                                              
                                              Three Months
                                                Ended
                                                March 31,
                                                2008
                                              
                                              
                                              Period from Date
                                                of Inception
                                                (March 30, 2001)
                                                through
                                                March 31, 2009Revenue
                                              
                                              $
                                              0
                                              
                                              
                                              $
                                              0
                                              
                                              
                                              $
                                              0Research
      and development expenses:Compensation
      and payroll taxes
                                              
                                              
                                              25,577
                                              
                                              
                                              
                                              26,301
                                              
                                              
                                              
                                              130,217Other
      research and development
                                              
                                              
                                              86,685
                                              
                                              
                                              
                                              16,134
                                              
                                              
                                              
                                              277,498Total
      research and development expenses
                                              
                                              
                                              112,262
                                              
                                              
                                              
                                              42,435
                                              
                                              
                                              
                                              407,715Selling,
      general and administrative expenses:Advertising,
      promotion and travel
                                              
                                              
                                              18,036
                                              
                                              
                                              
                                              2,387
                                              
                                              
                                              
                                              73,598Amortization
      and depreciation
                                              
                                              
                                              2,485
                                              
                                              
                                              
                                              534
                                              
                                              
                                              
                                              5,670Insurance
                                              
                                              
                                              2,733
                                              
                                              
                                              
                                              502
                                              
                                              
                                              
                                              8,809Interest
      and penalties
                                              
                                              
                                              1,000
                                              
                                              
                                              
                                              0
                                              
                                              
                                              
                                              1,975Office
      expense
                                              
                                              
                                              2,801
                                              
                                              
                                              
                                              2,198
                                              
                                              
                                              
                                              13,472Compensation
      and payroll taxes
                                              
                                              
                                              196,224
                                              
                                              
                                              
                                              64,419
                                              
                                              
                                              
                                              432,340Professional
      fees
                                              
                                              
                                              416,303
                                              
                                              
                                              
                                              5,200
                                              
                                              
                                              
                                              1,013,076Public
      company expense
                                              
                                              
                                              9,525
                                              
                                              
                                              
                                              0
                                              
                                              
                                              
                                              9,525Rent
      - equipment
                                              
                                              
                                              0
                                              
                                              
                                              
                                              0
                                              
                                              
                                              
                                              21,921Occupancy
      expense
                                              
                                              
                                              46,715
                                              
                                              
                                              
                                              0
                                              
                                              
                                              
                                              48,115State
      franchise tax
                                              
                                              
                                              309
                                              
                                              
                                              
                                              0
                                              
                                              
                                              
                                              1,165Utilities
                                              
                                              
                                              6,008
                                              
                                              
                                              
                                              788
                                              
                                              
                                              
                                              8,761Total
      selling, general and administrative expenses
                                              
                                              
                                              702,139
                                              
                                              
                                              
                                              76,028
                                              
                                              
                                              
                                              1,638,427Total
      expenses
                                              
                                              
                                              814,401
                                              
                                              
                                              
                                              118,463
                                              
                                              
                                              
                                              2,046,142Loss
      from operations
                                              
                                              
                                              (814,401
                                              )
                                              
                                              
                                              (118,463
                                              )
                                              
                                              
                                              (2,046,142
                                              )Non-operating
      revenueInterest
                                              
                                              
                                              0
                                              
                                              
                                              
                                              0
                                              
                                              
                                              
                                              192Net
      loss before income taxes
                                              
                                              
                                              (814,401
                                              )
                                              
                                              
                                              (118,463
                                              )
                                              
                                              
                                              (2,045,950
                                              )Income
      taxes
                                              
                                              
                                              0
                                              
                                              
                                              
                                              0
                                              
                                              
                                              
                                              0Net
      loss
                                              
                                              $
                                              (814,401
                                              )
                                              
                                              $
                                              (118,463
                                              )
                                              
                                              $
                                              (2,045,950
                                              )Net
      loss per common share - basic and diluted
                                              
                                              $
                                              (0.01
                                              )
                                              
                                              $
                                              (0.00
                                              )
                                              
                                              $
                                              (0.03
                                              )Weighted
      average number of common shares outstanding - basic and
      diluted
                                              
                                              
                                              81,187,000
                                              
                                              
                                              
                                              64,546,667
                                              
                                              
                                              
                                              62,336,259




The
accompanying notes are an integral part of the financial
statements.


4


WINDTAMER
CORPORATION


(A
Development Stage Company)


Statements
of Cash Flows (unaudited)





Three Months
                                      Ended
                                      March 31,
                                      2009
                                    
                                    
                                    Three Months
                                      Ended
                                      March 31,
                                      2008
                                    
                                    
                                    Period from Date
                                      of Inception
                                      (March 30, 2001)
                                      through
                                      March 31, 2009Operating
      activitiesNet
      loss
                                    
                                    $
                                    (814,401
                                    )
                                    
                                    $
                                    (118,463
                                    )
                                    
                                    $
                                    (2,045,950
                                    )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Amortization
      and depreciation expense
                                    
                                    
                                    2,485
                                    
                                    
                                    
                                    534
                                    
                                    
                                    
                                    5,670Stock-based
      compensation
                                    
                                    
                                    449,538
                                    
                                    
                                    
                                    0
                                    
                                    
                                    
                                    860,290Changes
      in operating assets and liabilities:(Increase)
      decrease in prepaid expenses and other current assets
                                    
                                    
                                    841
                                    
                                    
                                    
                                    0
                                    
                                    
                                    
                                    (7,898
                                    )Customer
      deposits
                                    
                                    
                                    50,000
                                    
                                    
                                    
                                    0
                                    
                                    
                                    
                                    50,000Increase
      (decrease) in accounts payable
                                    
                                    
                                    27,444
                                    
                                    
                                    
                                    (2,607
                                    )
                                    
                                    
                                    60,740Increase
      (decrease) in payroll liabilities
                                    
                                    
                                    (4,743
                                    )
                                    
                                    
                                    35,120
                                    
                                    
                                    
                                    4,433Net
      cash used in operating activities
                                    
                                    
                                    (288,836
                                    )
                                    
                                    
                                    (85,416
                                    )
                                    
                                    
                                    (1,072,715
                                    )Investing
      ActivitiesAcquisition
      of property and equipment
                                    
                                    
                                    (21,059
                                    )
                                    
                                    
                                    (3,648
                                    )
                                    
                                    
                                    (37,527
                                    )Acquisition
      of intangible assets
                                    
                                    
                                    (5,300
                                    )
                                    
                                    
                                    (2,500
                                    )
                                    
                                    
                                    (27,693
                                    )Net
      cash used in investing activities
                                    
                                    
                                    (26,359
                                    )
                                    
                                    
                                    (6,148
                                    )
                                    
                                    
                                    (65,220
                                    )Financing
      activitiesProceeds
      from issuance of common stock
                                    
                                    
                                    561,000
                                    
                                    
                                    
                                    216,000
                                    
                                    
                                    
                                    1,611,510Proceeds
      from exercise of stock options
                                    
                                    
                                    0
                                    
                                    
                                    
                                    0
                                    
                                    
                                    
                                    20,000Stock
      offering expenses
                                    
                                    
                                    (7,408
                                    )
                                    
                                    
                                    (769
                                    )
                                    
                                    
                                    (50,407
                                    )Net
      cash provided by financing activities
                                    
                                    
                                    553,592
                                    
                                    
                                    
                                    215,231
                                    
                                    
                                    
                                    1,581,103Increase
      in cash
                                    
                                    
                                    238,397
                                    
                                    
                                    
                                    123,667
                                    
                                    
                                    
                                    443,168Cash
      – beginning
                                    
                                    
                                    204,771
                                    
                                    
                                    
                                    30,410
                                    
                                    
                                    
                                    0Cash
      – ending
                                    
                                    $
                                    443,168
                                    
                                    
                                    $
                                    154,077
                                    
                                    
                                    $
                                    443,168Supplemental
      Information:Income
      Taxes Paid
                                    
                                    $
                                    0
                                    
                                    
                                    $
                                    0
                                    
                                    
                                    $
                                    0Interest
      Paid
                                    
                                    $
                                    —
                                    
                                    
                                    $
                                    0
                                    
                                    
                                    $
                                    975





The
accompanying notes are an integral part of the financial
statements.


5


WINDTAMER
CORPORATION


(A
Development Stage Company)


Statements
of Stockholders' Equity (unaudited)


From
Inception through March 31, 2009





Treasury Stock
                                                                
                                                                
                                                                Common Stock
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                DeficitNumber of
                                                                
                                                                
                                                                Par
                                                                
                                                                
                                                                Number of
                                                                
                                                                
                                                                Par
                                                                
                                                                
                                                                Additional Paid-
                                                                  In
                                                                
                                                                
                                                                Accumulated
                                                                  During the
                                                                  Development
                                                                
                                                                
                                                                Total
                                                                  Stockholders’Shares
                                                                
                                                                
                                                                Value
                                                                
                                                                
                                                                Shares
                                                                
                                                                
                                                                Value
                                                                
                                                                
                                                                Capital
                                                                
                                                                
                                                                Stage
                                                                
                                                                
                                                                EquityIssuance
      of common stock in exchange for services
                                                                
                                                                
                                                                
                                                                
                                                                $
                                                                0
                                                                
                                                                
                                                                
                                                                60,000,000
                                                                
                                                                
                                                                $
                                                                6,000
                                                                
                                                                
                                                                $
                                                                (3,000
                                                                )
                                                                
                                                                $
                                                                0
                                                                
                                                                
                                                                $
                                                                3,000Net
      loss for the period from March 30 through December 31,
2001
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                (3,100
                                                                )
                                                                
                                                                
                                                                (3,100
                                                                )Balance,
      December 31, 2001
                                                                
                                                                
                                                                0
                                                                
                                                                
                                                                
                                                                0
                                                                
                                                                
                                                                
                                                                60,000,000
                                                                
                                                                
                                                                
                                                                6,000
                                                                
                                                                
                                                                
                                                                (3,000
                                                                )
                                                                
                                                                
                                                                (3,100
                                                                )
                                                                
                                                                
                                                                (100
                                                                )Expenses
      paid by shareholder
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                20,000
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                20,000Issuance
      of common stock for cash
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                93,320
                                                                
                                                                
                                                                
                                                                9
                                                                
                                                                
                                                                
                                                                49,991
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                50,000Net
      loss for 2002
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                (61,348
                                                                )
                                                                
                                                                
                                                                (61,348
                                                                )Balance,
      December 31, 2002
                                                                
                                                                
                                                                0
                                                                
                                                                
                                                                
                                                                0
                                                                
                                                                
                                                                
                                                                60,093,320
                                                                
                                                                
                                                                
                                                                6,009
                                                                
                                                                
                                                                
                                                                66,991
                                                                
                                                                
                                                                
                                                                (64,448
                                                                )
                                                                
                                                                
                                                                8,552Expenses
      paid by shareholder
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                3,510
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                3,510Treasury
      stock received at no cost
                                                                
                                                                
                                                                93,320
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                0Retirement
      of treasury stock
                                                                
                                                                
                                                                (93,320
                                                                )
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                (93,320
                                                                )
                                                                
                                                                
                                                                (9
                                                                )
                                                                
                                                                
                                                                9
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                0Net
      loss for 2003
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                (428
                                                                )
                                                                
                                                                
                                                                (428
                                                                )Balance,
      December 31, 2003
                                                                
                                                                
                                                                0
                                                                
                                                                
                                                                
                                                                0
                                                                
                                                                
                                                                
                                                                60,000,000
                                                                
                                                                
                                                                
                                                                6,000
                                                                
                                                                
                                                                
                                                                70,510
                                                                
                                                                
                                                                
                                                                (64,876
                                                                )
                                                                
                                                                
                                                                11,634Net
      loss for 2004
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                (140
                                                                )
                                                                
                                                                
                                                                (140
                                                                )Balance,
      December 31, 2004
                                                                
                                                                
                                                                0
                                                                
                                                                
                                                                
                                                                0
                                                                
                                                                
                                                                
                                                                60,000,000
                                                                
                                                                
                                                                
                                                                6,000
                                                                
                                                                
                                                                
                                                                70,510
                                                                
                                                                
                                                                
                                                                (65,016
                                                                )
                                                                
                                                                
                                                                11,494Net
      loss for 2005
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                (130
                                                                )
                                                                
                                                                
                                                                (130
                                                                )Balance,
      December 31, 2005
                                                                
                                                                
                                                                0
                                                                
                                                                
                                                                
                                                                0
                                                                
                                                                
                                                                
                                                                60,000,000
                                                                
                                                                
                                                                
                                                                6,000
                                                                
                                                                
                                                                
                                                                70,510
                                                                
                                                                
                                                                
                                                                (65,146
                                                                )
                                                                
                                                                
                                                                11,364Net
      loss for 2006
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                (130
                                                                )
                                                                
                                                                
                                                                (130
                                                                )Balance,
      December 31, 2006
                                                                
                                                                
                                                                0
                                                                
                                                                
                                                                
                                                                0
                                                                
                                                                
                                                                
                                                                60,000,000
                                                                
                                                                
                                                                
                                                                6,000
                                                                
                                                                
                                                                
                                                                70,510
                                                                
                                                                
                                                                
                                                                (65,276
                                                                )
                                                                
                                                                
                                                                11,234Issuance
      of common stock for cash
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                1,400,000
                                                                
                                                                
                                                                
                                                                140
                                                                
                                                                
                                                                
                                                                69,860
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                70,000Offering
      costs paid by Company
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                (16,741
                                                                )
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                (16,741
                                                                )Net
      loss for 2007
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                (26,467
                                                                )
                                                                
                                                                
                                                                (26,467
                                                                )Balance,
      December 31, 2007
                                                                
                                                                
                                                                0
                                                                
                                                                
                                                                
                                                                0
                                                                
                                                                
                                                                
                                                                61,400,000
                                                                
                                                                
                                                                
                                                                6,140
                                                                
                                                                
                                                                
                                                                123,629
                                                                
                                                                
                                                                
                                                                (91,743
                                                                )
                                                                
                                                                
                                                                38,026Issuance
      of common stock for cash
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                18,140,000
                                                                
                                                                
                                                                
                                                                1,814
                                                                
                                                                
                                                                
                                                                905,186
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                907,000Issuance
      of common stock under stock award agreement
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                700,000
                                                                
                                                                
                                                                
                                                                70
                                                                
                                                                
                                                                
                                                                34,930
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                35,000Offering
      costs paid by Company
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                (26,258
                                                                )
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                (26,258
                                                                )Stock
      option expense
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                372,752
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                372,752Issuance
      of stock under stock options
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                400,000
                                                                
                                                                
                                                                
                                                                40
                                                                
                                                                
                                                                
                                                                19,960
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                20,000Net
      loss for 2008
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                (1,139,806
                                                                )
                                                                
                                                                
                                                                (1,139,806
                                                                )Balance,
      December 31, 2008
                                                                
                                                                
                                                                0
                                                                
                                                                
                                                                
                                                                0
                                                                
                                                                
                                                                
                                                                80,640,000
                                                                
                                                                
                                                                
                                                                8,064
                                                                
                                                                
                                                                
                                                                1,430,199
                                                                
                                                                
                                                                
                                                                (1,231,549
                                                                )
                                                                
                                                                
                                                                206,714Issuance
      of common stock for cash
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                561,000
                                                                
                                                                
                                                                
                                                                56
                                                                
                                                                
                                                                
                                                                560,944
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                561,000Offering
      costs paid by Company
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                (7,408
                                                                )
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                (7,408
                                                                )Stock
      option expense
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                149,538
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                149,538Issuance
      of common stock under stock award agreement
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                300,000
                                                                
                                                                
                                                                
                                                                30
                                                                
                                                                
                                                                
                                                                299,970
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                300,000Net
      loss for the period from January 1 through March 31, 2009
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                (814,401
                                                                )
                                                                
                                                                
                                                                (814,401
                                                                )Balance,
      March 31, 2009
                                                                
                                                                
                                                                0
                                                                
                                                                
                                                                $
                                                                0
                                                                
                                                                
                                                                
                                                                81,501,000
                                                                
                                                                
                                                                $
                                                                8,150
                                                                
                                                                
                                                                $
                                                                2,433,243
                                                                
                                                                
                                                                $
                                                                (2,045,950
                                                                )
                                                                
                                                                $
                                                                395,443





The
accompanying notes are an integral part of the financial
statements.


6


WINDTAMER
CORPORATION


(A
Development Stage Company)


Notes
To The Financial Statements


Three-Month
Period Ended March 31, 2009


(Unaudited)





Note
1 – Description of Business and Summary of Significant Accounting
Policies





Description
of Business





WindTamer
Corporation (the Company) was incorporated on March 30, 2001 in the State of New
York as Future Energy Solutions, Inc. and in November 2008 changed its name to
WindTamer Corporation.  The Company is an independent developer of
wind turbine technology to harness wind as a source of power
generation.  The Company has operated as a development stage
enterprise since its inception by devoting substantially all of its efforts to
planning, raising capital, research and development, and developing markets for
its products.





Basis
of Presentation





The
accompanying unaudited condensed financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America (“GAAP”) for interim financial information and with the instructions to
Form 10-Q.  Accordingly, they do not include all of the information
required by GAAP for complete annual financial statement
presentation.





In the
opinion of management, all adjustments (consisting only of normal and recurring
adjustments) necessary for a fair presentation of the results of operations have
been included in the accompanying unaudited condensed financial
statements.  Operating results for the three-month period ended March
31, 2009, are not necessarily indicative of the results to be expected for other
interim periods or the full fiscal year.  These financial statements
should be read in conjunction with the financial statements and accompanying
notes contained in the WindTamer Corporation Form 10-K/A for the fiscal year
ended December 31, 2008.





Use
of Estimates





The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period.  Actual results could differ from those
estimates.





Fixed
Assets





Fixed
assets are recorded at cost.  Depreciation is computed using
accelerated methods over the shorter of the estimated useful lives or the
related lease for leasehold improvements. Leasehold improvements for space
leased on a month-to-month basis are expensed when incurred.  For the
three-month period ended March 31, 2009, approximately $37,000 of leasehold
improvements are included in operating expenses.  Expenditures for
renewals and betterments are capitalized.  Expenditures for minor
items, repairs and maintenance are charged to operations as incurred.  Any
gain or loss upon sale or retirement due to obsolescence is reflected in the
operating results in the period the event takes place.


7


WINDTAMER
CORPORATION


(A
Development Stage Company)


Notes
To The Financial Statements


Three-Month
Period Ended March 31, 2009


(Unaudited)





Revenue
Recognition





Revenue
is recognized when all of the following conditions are
satisfied:   (1) there is persuasive evidence of an arrangement;
(2) the service or product has been provided to the customer; (3) the amount of
fees to be paid by the customer is fixed or determinable; and (4) the collection
of our fees is reasonably assured.  Amounts billed and/or collected
prior to satisfying our revenue recognition policy are reflected as customer
deposits.





Basic
and Diluted Loss Per Share





The
Company has adopted the provisions of Statement of Financial Accounting
Standards No. 128 “Earnings per Share” (“SFAS 128”), which requires the
presentation of basic and diluted earnings per share.  Basic earnings
per share reflect the actual weighted average of shares issued and outstanding
during the period.  Diluted earnings per share are computed including
the number of additional shares that would have been outstanding if dilutive
potential shares had been issued. In a loss year, the calculation for basic and
diluted earnings per share is considered to be the same, as the impact of
potential common shares is anti-dilutive.





As of
March 31, 2009, there were 35,200,000 stock options outstanding that could
dilute future earnings.





Reclassifications





Certain
prior year amounts have been reclassified to conform to the current year
presentation.





Note
2 - Going Concern





The
financial statements have been prepared assuming that WindTamer Corporation will
continue as a going concern.  The Company is in a development stage
and has had no revenue.  The lack of sales and recurring losses from
operations raise substantial doubt about the Company’s ability to continue as a
going concern.  Continuation of the Company is dependent on achieving
sufficiently profitable operations and  additional
financing.  The Company completed a private placement of its common
stock in July 2008 in which it raised gross proceeds of $977,000 and in the
first quarter of 2009 the Company commenced a second private placement, which
resulted in proceeds of $561,000 as of March 31, 2009.  The Company
plans to launch the commercialization of its products utilizing its current
working capital and future private placement proceeds, and by outsourcing the
manufacturing function and working with regional distributors during
2009.  There can be no assurance that any revenue from operations will
be sufficient.  In the event it is not sufficient, the Company will
need to raise additional capital.  There can be no assurance that the
Company will be successful in raising additional capital.





Note
3 – Stockholders’ Equity





During
the quarter ended March 31, 2009, the Company sold 561,000 shares of common
stock for a price of $1 per share, resulting in net proceeds of $553,592 after
$7,408 of related costs associated with the stock offering that were treated as
a reduction to Additional Paid-In Capital.





During
the quarter ended March 31, 2009, 300,000 shares vested and were issued in
accordance with the consulting agreement discussed further in Note
5.





Note
4 – Stock Based Compensation





For the
three months ended March 31, 2009, the Company recorded compensation costs for
options and shares granted amounting to $449,538.  There were no stock
options or shares granted or outstanding during the three months ended March 31,
2008; therefore, no compensation expense was recorded.  The impact of
this expense was to increase basic and diluted net loss per share from $.00 to
$.01 for the three months ended March 31, 2009.





Management
has valued the options at their date of grant utilizing the Black-Scholes Option
Pricing Model.  The following weighted-average assumptions were
utilized in the fair value calculations for options granted:


8


WINDTAMER
CORPORATION


(A
Development Stage Company)


Notes
To The Financial Statements


Three-Month
Period Ended March 31, 2009


(Unaudited)





Three Months Ended
                  
                  
                  Three Months EndedMarch 31, 2009
                  
                  
                  March 31, 2008Expected
      dividend yield
                  
                  
                  0
                  %
                  
                  
                  N/AExpected
      stock price volatility
                  
                  
                  40
                  %
                  
                  
                  N/ARisk-free
      interest rate
                  
                  
                  2.90
                  %
                  
                  
                  N/AExpected
      life of options
                  
                  10
      years
                  
                  
                  
                  N/A







The
following table summarizes the status of the Company’s aggregate stock options
granted:





Number of
                                        Shares
                                        Remaining
                                        Options
                                      
                                      
                                      Weighted
                                        Average
                                        Exercise
                                        Price
                                      
                                      Weighted-Average
                                        Remaining
                                        Contractual
                                        Term
                                      
                                      Aggregate
                                        Intrinsic
                                        ValueOutstanding
      at December 31, 2008
                                      
                                      
                                      34,200,000
                                      
                                      
                                      $
                                      .05Options
      granted
                                      
                                      
                                      1,000,000
                                      
                                      
                                      $
                                      1.00Outstanding
      at March 31, 2009
                                      
                                      
                                      35,200,000
                                      
                                      
                                      $
                                      .08
                                      
                                      2.2
      years
                                      
                                      $
                                      32,490,000Exercisable
      at March 31, 2009
                                      
                                      
                                      33,600,000
                                      
                                      
                                      $
                                      .05
                                      
                                      1.8
      years
                                      
                                      $
                                      31,920,000





The
weighted average fair value of options granted during the three months ended
March 31, 2009 was approximately $.55.  No options were exercised
during the three months ended March 31, 2009.





The
following table summarizes the status of the Company’s aggregate non-vested
restricted stock awards granted:





Non-vested Shares
                  
                  Number of
                    Weighted Average
                    Non-vested Shares
                  
                  
                  Fair Value
                    at Grant DateNon-vested
      at December 31, 2008
                  
                  
                  300,000
                  
                  
                  $
                  .05Vested
                  
                  
                  (300,000
                  )
                  
                  $
                  1.00Non-vested
      at March 31, 2009
                  
                  
                  0
                  
                  
                  
                  -





As of
March 31, 2009, the unrecognized compensation cost related to non-vested share
based compensation arrangements granted under the plan was approximately
$410,190.  These costs are expected to be recognized during
2009.





Note
5 – Consulting Agreement





In
October 2008, the Company entered into an agreement with an individual to
provide management consulting services through September 30, 2009.  As
compensation, the Company would pay $1,000 for each full week during the
term.  The Company also entered into a Stock Award Agreement with this
individual on the same date.  The consultant received one million
shares of common stock, vesting according to a schedule.  The Company
is valuing the stock on each vesting date using the fair market value of the
common stock  in accordance with EITF 96-18.  The fair value
of the equity instrument is recognized as an expense over the period the related
service is performed in accordance to EITF 00-18.  The Company issued
100,000 shares of common stock to the consultant upon signing the consulting
agreement and 600,000 shares vested from the date of the agreement to December
31, 2008 upon the satisfaction of other performance criteria.  During
the year ended December 31, 2008, the Company recognized $35,000 of stock based
compensation related to this award.  The Company issued the final
300,000 shares of common stock to the consultant upon meeting performance
criteria in the first quarter of 2009 and recognized $300,000 of stock based
compensation.


9


WINDTAMER
CORPORATION


(A
Development Stage Company)


Notes
To The Financial Statements


Three-Month
Period Ended March 31, 2009


(Unaudited)





Note
6 – Related Party Transactions





Certain
services were provided to the Company by immediate family members of an officer
/ shareholder of the Company.  These services amounted to $36,803 for
the three months ended March 31, 2009.


10


Item
2.  Management’s Discussion and Analysis of Financial Condition and
Results of Operations





The
following discussion should be read in conjunction with the historical financial
statements and the related notes and the other financial information included
elsewhere in this report.  This discussion contains forward-looking
statements that involve risks and uncertainties. Our actual results could differ
materially from those anticipated in these forward-looking statements as a
result of any number of factors, including those set forth under “Risk Factors”
and under other captions contained elsewhere in this report.





Overview





We are a
development-stage company that plans to provide wind powered generators for the
production of electrical power. We plan to market the generators for use in
residential and commercial electrical power production.





We were
formed in 2001. To date our operations have consisted of research and
development activities. We have had no significant revenues to date. During this
time we have focused on research and development of our patented technology and
production of Wind Tamer prototypes. We have collected a variety of independent
test data related to the performance of the machine. We have not yet begun
large-scale manufacturing of the machine or marketing it to customers.





In the
future, we intend to develop Wind Tamer units of several sizes and capabilities
for the residential, commercial, industrial, recreational, portable and low-head
hydro renewable energy markets and transportation markets.  We believe
our wind turbine technology will reduce the costs and increase the efficiency of
wind turbine electrical production and ultimately replace conventional wind
turbine technology. We also believe that our current Wind Tamer
turbines are competitive with fossil-fueled generators, opening up new markets
for the machine.





On
November 25, 2008, we effected a 20-for-1 split of our outstanding shares of
common stock resulting in there then being approximately 79,640,000 common
shares outstanding. In addition, the Company's authorized shares were increased
to 500,000,000 common shares, and 5,000,000 preferred shares. The shares of
preferred stock are undesignated "blank check" shares. All share and per share
amounts have been retroactively restated for the stock split.





The
Company expects to incur substantial additional costs, including costs related
to ongoing research and development activities. We have utilized the proceeds
raised from our private placements conducted in 2008 and 2009 to sustain our
operations and produce our Wind Tamer prototype units.  We will need
additional financing to begin to commercialize the Wind Tamer turbine and
technology and are presently seeking up to $20 million in equity financing from
private sources to help accelerate our ability to build and sell units once
commercialization is launched.  Our future cash requirements will
depend on many factors, including continued progress in our research and
development programs, the costs involved in filing, prosecuting and enforcing
patents, competing technological and market development and the cost of product
commercialization. We do not expect to generate a positive cash flow from
operations at least until the commercial launch of our first products, expected
in the first half of 2009, and possibly later if we are unable to establish
satisfactory manufacturing and distribution relationships, or our products
are not initially accepted by the market. Accordingly, we may require additional
external financing to sustain our operations if we cannot achieve positive cash
flow from our anticipated operations.  Additionally, even if we are
able to achieve positive cash flow from operations following the initial launch
of our planned products we may continue to seek to raise additional capital to
accelerate the growth of our planned operations or build on our manufacturing
and distribution infrastructure. Success in our future operations is subject to
a number of technical and business risks, including our continued ability to
obtain future funding, satisfactory product development, and market acceptance
for our products as further described above under the heading “Risk
Factors.”





Results
of Operations





We are a
development stage company and have generated no significant revenues since our
inception in 2001. We did not generate any revenue for the three months ended
March 31, 2009 and 2008.





Our
operating expenses for the three months ended March 31, 2009 were $814,401 as
compared to $118,463 for the three months ended March 31, 2008, and $2,046,142
since inception.  The increase in operating expenses from the first
quarter of 2008 to the same period in 2009 was due to the increase in operating
activities in 2009 as compared to 2008, as we begin to build our first
production models and prepare our operations to begin our first
sales.  Our operating expenses have consisted primarily of
compensation, consulting fees and research and development expenses. These
operating expenses included selling, general and administrative expenses, or
SG&A expenses, for the three months ended March 31, 2009 of $702,139 as
compared to $76,028 for the three months ended March 31, 2008, and $1,638,427
since inception.   The increase in operating expenses, and
SG&A expenses was comprised primarily of compensation and professional
fees.  Of our operating expenses in the first quarter of 2009,
$449,538 was stock-based compensation expenses.  We incurred net
losses of $814,401 and $118,463 for the three months ended March 31, 2009 and
2008, respectively and $2,045,950, cumulative since inception.


11





We have
begun working with component manufacturers to build our first production
models.   We have begun manufacturing production models and we plan to
begin selling units in the first half of 2009. In March 2009, we entered into an
agreement to produce a 15kWh prototype wind turbine unit by May 30, 2009 in
which the customer has agreed to reimburse us for engineering and materials
costs for development of this larger prototype unit.  The customer
also agreed to provide the Company with a purchase order for one thousand
(1,000) 15kWh units within one year after delivery of the
prototype.  The customer has provided a $50,000 deposit for the
orders.  The price and terms for the order are still to be determined
by the parties.  The agreement also grants the customer the exclusive
right to purchase all 15kWh and larger wind turbine units for wind farm and
industrial uses and development. As a result, there can be no assurance that we
will complete or realize these potential orders or sales.  There can
be no assurance that our management will be successful in completing our product
development programs, implementing the corporate infrastructure to support
operations at the levels called for by our business plan, conclude a successful
sales and marketing plan with third parties to attain significant market
penetration or that we will generate sufficient revenues to meet our expenses or
to achieve or maintain profitability.





Liquidity
and Capital Resources





As of
March 31, 2009, we had a working capital of $335,893 as compared to $171,038 of
working capital as of December 31, 2008. The increase in working capital is
attributed to proceeds of $561,000 from a private placement in February and
March 2009.





We have
begun implementing our plan of operation with the design and development of
prototypes for our planned products.  We have also begun establishing
relationships with third party manufacturers to be ready for the planned launch
of commercialization of our products.  We plan to launch the
commercialization of our planned products in the first half of
2009.  We believe that we will need additional capital to launch the
commercialization of our planned products and meet anticipated demand over the
next twelve months.  As part of this plan we are presently seeking up
to $20 million in equity financing from private sources through the sale of our
common stock.  This amount is comprised, in part, of a need for
approximately $3.0 to $4.0 million of additional capital over the next twelve
months for commercialization of our products and technology needed to bring our
business to a level to be able to sustain positive cash flow from operations,
and approximately $6.0 to $7.0 million to build internal manufacturing
capacity.  The remaining portion of the $20 million in planned
financing would be utilized to build manufacturing operations in a second
location and expand our planned offering of products to include 15 and 20 kWh
units.  We have received $586,000 in private equity financing in 2009
from these efforts.  Depending on our performance in the initial
commercialization of our products we may not seek additional amounts for
internal manufacturing and may choose to not continue seeking equity financing
on those terms.  There can be no assurance that we will be successful
in raising any needed amounts on these terms for these uses or that these
amounts will be sufficient for our plans.  This disclosure relating to
our plans to seek additional equity financing from private sources does not
constitute an offer to sell or the solicitation of an offer to buy any of our
securities, and is made only as required under applicable law and related
reporting requirements, and as permitted under Rule 135c under the Securities
Act.





There can
be no assurance that any revenues from these planned operations will be
sufficient to satisfy all of our cash requirements and implement our plan of
operations for the next twelve month period.  In such event, we may
need to raise additional capital through debt or equity financing. Additionally,
even if we are able to achieve cash flow from operations following the initial
launch of our planned products we may seek to raise additional capital to
accelerate the growth of our planned operations or build on our manufacturing
and distribution infrastructure.





Due to
the uncertainty of our ability to meet our current operating and capital
expenses, in their report on our audited annual financial statements as of and
for the year ended December 31, 2008, our independent auditors included an
explanatory paragraph regarding concerns about our ability to continue as a
going concern. Our financial statements contain additional note disclosures
describing the circumstances that led to this disclosure by our independent
auditors. There is substantial doubt about our ability to continue as a going
concern as the continuation and expansion of our business is dependent upon
obtaining further financing, successful and sufficient market acceptance of our
products, and, finally, achieving a profitable level of
operations.


12





The
issuance of additional equity securities by us may result in a significant
dilution in the equity interests of our current shareholders. Obtaining
commercial loans, assuming those loans would be available, will increase our
liabilities and future cash commitments. There is no assurance that we will be
able to obtain further funds required for our continued operations or that
additional financing will be available to us when needed or, if available, that
it can be obtained on commercially reasonable terms. If we are not able to
obtain the additional financing on a timely basis, we will not be able to meet
our other obligations as they become due and we will be forced to scale down or
perhaps even cease our operations. Furthermore, our ability to raise additional
capital may be made more difficult by the global financial crisis.





Critical
Accounting Policies




As of
March 31, 2009, the Company’s critical accounting policies and estimates have
not changed materially from those set forth in the Company’s Annual Report on
Form 10-K/A for the year ended December 31, 2008, except as
follows.




Stock
Based Compensation





In
December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
123R, Share-Based Payment (“SFAS No. 123R”).  SFAS No. 123R
establishes standards for the accounting for transactions in which an entity
exchanges its equity instruments for goods or services.  It also
addresses transactions in which an entity incurs liabilities in exchange for
goods or services that are based on the fair value of the entity’s equity
instruments or that may be settled by the issuance of those equity
instruments.  SFAS No. 123R focuses primarily on accounting for
transactions in which an entity obtains employee services in share-based payment
transactions.  SFAS No. 123R requires that the compensation cost
relating to share-based payment transactions be recognized in the financial
statements.  That cost will be measured based on the fair value of the
equity or liability instruments issued.





The
Company’s accounting policy for equity instruments issued to consultants and
vendors in exchange for goods and services follows the provisions of EITF 96-18,
“Accounting for Equity Instruments That are Issued to Other Than Employees for
Acquiring, or in Conjunction with Selling, Goods or Services” and EITF 00-18,
“Accounting Recognition for Certain Transactions Involving Equity Instruments
Granted to Other Than Employees.”  The measurement date for the fair
value of the equity instruments issued is determined at the earlier of (i) the
date at which a commitment for performance by the consultant or vendor is
reached or (ii) the date at which the consultant or vendor’s performance is
complete. In the case of equity instruments issued to consultants, the fair
value of the equity instrument is recognized over the term of the consulting
agreement.  Stock-based compensation related to non-employees is
accounted for based on the fair value of the related stock or options or the
fair value of the services, which ever is more readily determinable in
accordance with SFAS 123(R).





Management
has valued the options at their date of grant utilizing the Black-Scholes Option
Pricing Model.  Since there is not a public market for the Company
shares, the fair value of the underlying shares was determined based on recent
transactions by the Company to sell shares to third parties.  Further,
the excepted volatility was calculated using the historical volatility of a
similar public entity in the alternative electricity industry in accordance with
Question 6 of SAB Topic 14.D.1.  In making this determination and
finding another similar company, the Company considered the industry, stage of
life cycle, size and financial leverage of such other entities.  Based
on the development stage of the Company, similar companies with enough
historical data are not available.   The Company was able to find
one entity that met the industry criterion and as a result has based its
expected volatility off this company’s historical stock prices for a period
similar to the expected term of the option.  The company used is
larger and at a later stage in its life cycle.  Our actual volatility
could vary from the estimate used based on this company, which could have a
material impact on future results of operations.  The risk-free
interest rate is based on the implied yield available on U.S. Treasury issues
with an equivalent term approximating the expected life of the options depending
on the date of the grant and expected life of the options.  The
expected life of options used was based on the contractual life of the option
granted.  The Company determined the expected dividend rate based on
the assumption and expectation that earnings generated from operations are not
expected to be adequate to allow for the payment of dividends in the near
future.




Off-Balance
Sheet Arrangements




As of
March 31, 2009, the Company does not have any off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on the
Company’s financial position, results of operations or cash
flows.


13





Information
Concerning Forward-Looking Statements





All
statements in this Form 10-Q, future filings by the Company with the Securities
and Exchange Commission (“Commission”), the Company’s press releases and oral
statements by authorized officers of the Company, other than statements of
historical facts, that address future activities, events or developments are
“forward-looking statements.”





These
forward-looking statements include, but are not limited to, statements relating
to our anticipated financial performance, business prospects, new developments,
new merchandising strategies and similar matters, and/or statements preceded by,
followed by or that include the words “believes,” “could,” “expects,”
“anticipates,” “estimates,” “intends,” “plans,” “projects,” “seeks,” or similar
expressions. We have based these forward-looking statements on certain
assumptions and analyses made by us in light of our experience and on our
assessment of historical trends, current conditions, expectations, and
projections about expected future developments and events, as well as on other
factors we believe are appropriate under the circumstances and other information
currently available to us. These forward-looking statements are subject to
risks, uncertainties and assumptions, including those described under the
heading “Risk Factors” appearing in Item 1A of Part II of this Report and in
Item 1A of Part I of the Company’s 10-K/A filed with the Commission, for the
fiscal year ended December 31, 2008, that may affect the operations,
performance, development and results of our business. You are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date stated, or if no date is stated, as of the date hereof.





Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, there can be no assurance that such expectations or any of the
forward-looking statements will prove to be correct, and actual results could
differ materially from those projected or assumed in the forward-looking
statements. Our future financial condition and results of operations, as well as
any forward-looking statements, are subject to inherent risks and uncertainties.
All forward-looking statements and reasons why results may differ contained
herein are made as of the date hereof, and we assume no obligation to update any
such forward-looking statement or reason why actual results might differ. All of
the forward-looking statements contained herein are qualified by these
cautionary statements.





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
management’s evaluation as of the end of the period covered by this quarterly
report on Form 10-Q, the Company’s Chief Executive Officer and Chief Financial
Officer has concluded that the Company’s disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act)
were effective as of the end of the period covered by this quarterly report on
Form 10-Q.




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 March 31, 2009 that has materially affected,
or is likely to materially affect, the Company’s internal control over financial
reporting.





Part
II – OTHER INFORMATION





Item
1. Legal Proceedings





From time
to time we are involved with legal proceedings, claims and litigation arising in
the ordinary course of business. As of the date of this report we are not a
party to any material pending legal proceedings.





14





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
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.





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 up to 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.  As a result, 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.





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.





We hold a
United States patent for the design of our Wind Tamer power generator wind
turbine. We also have a pending patent application for similar 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.


15





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 could 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. 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.  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 other states are repealed or not renewed, demand for our products
and future development efforts could be adversely affected. Furthermore,
the current economic crisis could make the repeal or non-renewal of these
incentives by states 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.





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





Between
February 2 and April 1, 2009, the Company issued 586,000 shares of common stock
to forty-three purchasers in connection with a private placement of the
Company’s common stock.  The shares were sold at a price of $1.00 per
share for aggregate proceeds of $586,000.  The shares of our common
stock issued in the private placement, were exempt from registration under the
Securities Act pursuant to Section 4(2) and Rule 506 of Regulation D
thereunder.  Ten of the purchasers were accredited investors within
the meaning of Rule 501 of Regulation D promulgated under the Securities
Act.  No more than thirty-five of the purchasers were
non-accredited.  The shares issued are restricted from resale and were
acquired for investment purposes only.  The sales did not involve any
form of general solicitation.


16





Item
3.  Defaults Upon Senior Securities





None.





Item
4.  Submission of Matters to a Vote of Security Holders





None.





Item
5.  Other Information





On
February 12, 2009, the Company entered into a consulting agreement with Patricia
Cole, a licensed real estate agent and the sister of Gerald Brock, Chief
Executive Officer and Chairman of the Company, to assist the Company in locating
potential wind turbine sties for lease or purchase by the Company or purchasers
of the Company’s products.  The Consulting Agreement had a term of one
year, and Ms. Cole was to be compensated $5,000 per month during each month of
the term when services were performed.  No services were ever
performed by Ms. Cole pursuant to the Consulting Agreement, and no payments were
made to Ms. Cole by the Company.  On April 24, 2009, the Company
entered into a termination and release agreement with Ms. Cole.  The
Termination and Release terminates the Consulting Agreement and provides a full
release by Ms. Cole of the Company for any liability with respect to the
Consulting Agreement.  No payment was made or is due to Ms. Cole in
connection with the Termination and Release.





Item
6.  Exhibits





(a)
              Exhibits:





3.1
            Certificate
      of Correction of the Restated Certificate of Incorporation filed with the
      Secretary of State of the State of New York on April 29, 2009.
      (Incorporated herein by reference to Exhibit 3.1 to the Current Report on
      Form 8-K of WindTamer Corporation dated April 30, 2009 (File No.
      000-53510)).





10.1
            Agreement
      between Alternative Wind Resources, LLC and WindTamer Corporation, dated
      March 7, 2009 (incorporated by reference to Exhibit 10-1 of the Current
      Report onForm 8-K filed by WindTamer Corporation dated March 12, 2009
      (File No. 000-53510)).





10.2
            Consulting
      Agreement between WindTamer Corporation and Patricia Cole dated February
      12, 2009 (incorporated herein by reference to Exhibit 10.1 of the
      Current Report on Form 8-K filed by WindTamer Corporation dated April 30,
      2009 (File No. 000-53510)).





10.3
            Termination
      and Release between WindTamer Corporation and Patricia Cole dated April
      24, 2009 (incorporated herein by reference to Exhibit 10.2 of the
      Current Report on Form 8-K filed by WindTamer Corporation dated April
      30, 2009 (File No. 000-53510)).





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





32.1
            Certification
      Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002


17


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)May
      19, 2009By:
                            /s/    GERALD E.
      BROCKName:
                            Gerald E. BrockTitle:
                            Chief Executive Officer
  andChief Financial
  Officer


18