UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549


_____________________





FORM
10-Q





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


SECURITIES EXCHANGE ACT OF 1934





For the
quarterly period ended June 30, 2009





OR





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


SECURITIES EXCHANGE ACT OF 1934





Commission
file number: 001-53510





WINDTAMER
CORPORATION


(Exact
name of Registrant as specified in its charter)





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





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





(585)
346-6442





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





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  o    No   x





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





WINDTAMER
CORPORATION


TABLE
OF CONTENTS




PART
      I.  FINANCIAL INFORMATIONItem
      1.  Financial StatementsCondensed
      Balance Sheets as of June 30, 2009 (unaudited) and December 31,
      2008
                                                3Unaudited
      Condensed Statements of Operations for the Three Months and Six Months
      Ended June 30, 2009 and 2008, and the Period from Date of Inception (March
      30, 2001) through June 30, 2009
                                                4Unaudited
      Condensed Statements of Cash Flows for the Six Months Ended June 30, 2009
      and 2008, and the Period from Date of Inception (March 30, 2001) through
      June 30, 2009
                                                5Unaudited
      Statement of Stockholders' Equity from Inception through June 30,
      2009
                                                6Notes
      to Unaudited Condensed Financial Statements
                                                7Item 2.  Management’s
      Discussion and Analysis of FinancialCondition and Results of
      Operations.
                                                12Item
      4T. Controls and Procedures
                                                15PART
      II. OTHER INFORMATIONItem
      1.
                                                Legal
      Proceedings
                                                16Item
      1A.
                                                Risk
      Factors
                                                16Item
      2.
                                                Unregistered
      Sales of Equity Securities and Use of Proceeds
                                                20Item
      3.
                                                Defaults
      Upon Senior Securities
                                                20Item
      4.
                                                Submission
      of Matters to a Vote of Security Holders
                                                20Item
      5.
                                                Other
      Information
                                                20Item
      6.
                                                Exhibits
                                                20Signatures
                                                22Exhibits
                                                23


2


PART
I – FINANCIAL INFORMATION





Item 1.  Financial
Statements and Notes


WINDTAMER
CORPORATION


(A
Development Stage Company)


Balance
Sheets


June 30, 2009
                      
                      
                      December 31,2008(unaudited)ASSETSCurrent
      assetsCash
                      
                      $
                      65,386
                      
                      
                      $
                      204,771Stock
      subscriptions receivable
                      
                      
                      50,000
                      
                      
                      
                      0Prepaid
      expenses and other current assets
                      
                      
                      15,983
                      
                      
                      
                      8,739Total
      current assets
                      
                      
                      131,369
                      
                      
                      
                      213,510Long-lived
      assetsIntangible
      assetsPatent
                      
                      
                      23,168
                      
                      
                      
                      17,868Trademark
                      
                      
                      4,525
                      
                      
                      
                      4,525Less
      accumulated amortization
                      
                      
                      (1,758
                      )
                      
                      
                      (1,406
                      )Total
      intangible assets
                      
                      
                      25,935
                      
                      
                      
                      20,987Property
      and equipmentEquipment
                      
                      
                      19,006
                      
                      
                      
                      10,268Furniture
      and fixtures
                      
                      
                      12,880
                      
                      
                      
                      6,200Software
                      
                      
                      7,365
                      
                      
                      
                      0Less
      accumulated depreciation
                      
                      
                      (6,512
                      )
                      
                      
                      (1,779
                      )Total
      property and equipment
                      
                      
                      32,739
                      
                      
                      
                      14,689Total
      long-lived assets
                      
                      
                      58,674
                      
                      
                      
                      35,676Total
      assets
                      
                      $
                      190,043
                      
                      
                      $
                      249,186LIABILITIES AND STOCKHOLDERS'
      EQUITYCurrent
      liabilitiesAccounts
      payable
                      
                      $
                      187,590
                      
                      
                      $
                      33,296Customer
      deposits
                      
                      
                      60,000
                      
                      
                      
                      0Payroll
      liabilities
                      
                      
                      6,595
                      
                      
                      
                      9,176Total
      current liabilities
                      
                      
                      254,185
                      
                      
                      
                      42,472Commitments
      and Contingencies
                      
                      
                      0
                      
                      
                      
                      0Stockholders'
      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; 81,576,000 and
      80,640,000 shares issued and outstanding respectively
                      
                      
                      8,158
                      
                      
                      
                      8,064Additional
      paid-in capital
                      
                      
                      2,
      779,783
                      
                      
                      
                      1,430,199Deficit
      accumulated during development stage
                      
                      
                      (2,872,083
                      )
                      
                      
                      (1,231,549
                      )Total
      stockholders' equity
                      
                      
                      (64,142
                      )
                      
                      
                      206,714Total
      liabilities and stockholders' equity
                      
                      $
                      190,043
                      
                      
                      $
                      249,186





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


3


WINDTAMER
CORPORATION


(A
Development Stage Company)


Statement
of Operations (unaudited)




Period from Dateof InceptionThree Months
                    Ended
                  
                  
                  Three Months
                    Ended
                  
                  
                  Six Months
                    Ended
                  
                  
                  Six Months
                    Ended
                  
                  
                  (March 30, 2001)June 30,
                  
                  
                  June 30,
                  
                  
                  June 30,
                  
                  
                  June 30,
                  
                  
                  through2009
                  
                  
                  2008
                  
                  
                  2009
                  
                  
                  2008
                  
                  
                  June 30, 2009Research
      and development expenses:Compensation
      and payroll taxes
                  
                  $
                  41,520
                  
                  
                  $
                  26,301
                  
                  
                  $
                  67,097
                  
                  
                  $
                  52,602
                  
                  
                  
                  171,737Other
      research and development
                  
                  
                  237,491
                  
                  
                  
                  51,247
                  
                  
                  
                  324,176
                  
                  
                  
                  67,381
                  
                  
                  
                  514,989Total
      research and development expenses
                  
                  
                  279,011
                  
                  
                  
                  77,548
                  
                  
                  
                  391,273
                  
                  
                  
                  119,983
                  
                  
                  
                  686,726Selling,
      general and administrative expenses:Advertising,
      promotion and travel
                  
                  
                  34,257
                  
                  
                  
                  15,576
                  
                  
                  
                  52,293
                  
                  
                  
                  17,963
                  
                  
                  
                  107,854Amortization
      and depreciation
                  
                  
                  2,600
                  
                  
                  
                  535
                  
                  
                  
                  5,085
                  
                  
                  
                  1,069
                  
                  
                  
                  8,270Insurance
                  
                  
                  2,733
                  
                  
                  
                  0
                  
                  
                  
                  5,466
                  
                  
                  
                  502
                  
                  
                  
                  11,542Interest
      and penalties
                  
                  
                  0
                  
                  
                  
                  975
                  
                  
                  
                  1,000
                  
                  
                  
                  975
                  
                  
                  
                  1,975Office
      expense
                  
                  
                  6,907
                  
                  
                  
                  2,675
                  
                  
                  
                  9,708
                  
                  
                  
                  4,873
                  
                  
                  
                  20,379Compensation
      and payroll taxes
                  
                  
                  358,244
                  
                  
                  
                  65,870
                  
                  
                  
                  554,468
                  
                  
                  
                  130,289
                  
                  
                  
                  790,585Professional
      fees
                  
                  
                  102,351
                  
                  
                  
                  12,800
                  
                  
                  
                  518,654
                  
                  
                  
                  18,000
                  
                  
                  
                  1,115,427Public
      company expense
                  
                  
                  21,130
                  
                  
                  
                  0
                  
                  
                  
                  30,655
                  
                  
                  
                  0
                  
                  
                  
                  30,655Rent
      - equipment
                  
                  
                  7,235
                  
                  
                  
                  6,000
                  
                  
                  
                  7,235
                  
                  
                  
                  6,000
                  
                  
                  
                  29,156Occupancy
      expense
                  
                  
                  8,856
                  
                  
                  
                  0
                  
                  
                  
                  55,571
                  
                  
                  
                  0
                  
                  
                  
                  56,971State
      franchise tax
                  
                  
                  17
                  
                  
                  
                  0
                  
                  
                  
                  326
                  
                  
                  
                  0
                  
                  
                  
                  1,182Utilities
                  
                  
                  2,792
                  
                  
                  
                  502
                  
                  
                  
                  8,800
                  
                  
                  
                  1,290
                  
                  
                  
                  11,553Total
      selling, general and administrative expenses
                  
                  
                  547,122
                  
                  
                  
                  104,933
                  
                  
                  
                  1,249,261
                  
                  
                  
                  180,961
                  
                  
                  
                  2,185,549Total
      expenses
                  
                  
                  826,133
                  
                  
                  
                  182,481
                  
                  
                  
                  1,640,534
                  
                  
                  
                  300,944
                  
                  
                  
                  2,872,275Loss
      from operations
                  
                  
                  (826,133
                  )
                  
                  
                  (182,481
                  )
                  
                  
                  (1,640,534
                  )
                  
                  
                  (300,944
                  )
                  
                  
                  (2,872,275
                  )Non-operating
      revenueInterest
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  192Net
      loss before income taxes
                  
                  
                  (826,133
                  )
                  
                  
                  (182,481
                  )
                  
                  
                  (1,640,534
                  )
                  
                  
                  (300,944
                  )
                  
                  
                  (2,872,083
                  )Income
      taxes
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0
                  
                  
                  
                  0Net
      loss
                  
                  $
                  (826,133
                  )
                  
                  $
                  (182,481
                  )
                  
                  $
                  (1,640,534
                  )
                  
                  $
                  (300,944
                  )
                  
                  
                  (2,872,083
                  )Net
      loss per common share - basic and diluted
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.00
                  )
                  
                  $
                  (0.02
                  )
                  
                  $
                  (0.00
                  )
                  
                  
                  (0.05
                  )Weighted
      average number of common shares outstanding - basic and
      diluted
                  
                  
                  81,542,667
                  
                  
                  
                  66,490,000
                  
                  
                  
                  81,364,833
                  
                  
                  
                  64,546,667
                  
                  
                  
                  62,918,272





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


4


WINDTAMER
CORPORATION


(A
Development Stage Company)


Statements
of Cash Flows (unaudited)





Period from Dateof InceptionSix Months Ended
                
                
                Six Months Ended
                
                
                (March 30, 2001)June 30,
                
                
                June 30,
                
                
                through2009
                
                
                2008
                
                
                June 30, 2009Operating
      activitiesNet
      loss
                
                $
                (1,640,534
                )
                
                $
                (300,944
                )
                
                $
                (2,872,083
                )Adjustments to reconcile net
      loss to net cash
      used in operating activities:Amortization
      and depreciation expense
                
                
                5,085
                
                
                
                1,069
                
                
                
                8,270Stock-based
      compensation
                
                
                750,022
                
                
                
                0
                
                
                
                1,160,774Changes
      in operating assets and liabilities:Increase
      in prepaid expenses and other current assets
                
                
                (7,244
                )
                
                
                (3,000
                )
                
                
                (15,983
                )Customer
      deposits
                
                
                60,000
                
                
                
                0
                
                
                
                60,000Increase
      in trade accounts payable
                
                
                145,358
                
                
                
                69,369
                
                
                
                178,654Increase
      (decrease) in payroll liabilities
                
                
                (2,581
                )
                
                
                0
                
                
                
                6,595Net
      cash used in operating activities
                
                
                (689,894
                )
                
                
                (233,506
                )
                
                
                (1,473,773
                )Investing
      ActivitiesAcquisition
      of fixed assets
                
                
                (22,783
                )
                
                
                (4,575
                )
                
                
                (39,251
                )Acquisition
      of intangible assets
                
                
                (5,300
                )
                
                
                (11,300
                )
                
                
                (27,693
                )Net
      cash used in investing activities
                
                
                (28,083
                )
                
                
                (15,875
                )
                
                
                (66,944
                )Financing
      activitiesProceeds
      from issuance of common stock
                
                
                586,000
                
                
                
                444,000
                
                
                
                1,636,510Proceeds
      from exercise of stock options
                
                
                0
                
                
                
                0
                
                
                
                20,000Stock
      offering expenses paid
                
                
                (7,408
                )
                
                
                (1,799
                )
                
                
                (50,407
                )Net
      cash provided by financing activities
                
                
                578,592
                
                
                
                442,201
                
                
                
                1,606,103Increase
      (decrease) in cash
                
                
                (139,385
                )
                
                
                192,820
                
                
                
                65,386Cash
      - beginning
                
                
                204,771
                
                
                
                30,410
                
                
                
                0Cash
      - ending
                
                $
                65,386
                
                
                $
                223,230
                
                
                $
                65,386Supplemental
      Information:Income
      Taxes Paid
                
                $
                0
                
                
                $
                0
                
                
                $
                0Interest
      Paid
                
                $
                0
                
                
                $
                0
                
                
                $
                975Non-cash
      investing and financing transactionsIncrease
      in stock subscriptions receivable
                
                $
                50,000
                
                
                $
                0
                
                
                $
                50,000Stock
      offering expenses included in accounts payable
                
                $
                8,936
                
                
                $
                0
                
                
                $
                8,936





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 June 30, 2009





Treasury Stock
                    
                    
                    Common Stock
                    
                    
                    
                    
                    
                    Deficit
                      AccumulatedNumber
                      of Shares
                    
                    
                    Par
                      Value
                    
                    
                    Number of
                      Shares
                    
                    
                    Par
                      Value
                    
                    
                    Additional
                      Paid-In
                      Capital
                    
                    
                    During the
                      Development
                      Stage
                    
                    
                    Total
                      Stockholders'
                      EquityIssuance
      of common stock in exchange for services
                    
                    
                    
                    
                    
                    
                    
                    
                    60,000,000
                    
                    
                    
                    6,000
                    
                    
                    
                    (3,000
                    )
                    
                    
                    
                    
                    
                    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
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    636,000
                    
                    
                    
                    64
                    
                    
                    
                    635,936
                    
                    
                    
                    
                    
                    
                    
                    636,000Offering
      costs paid by Company
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (16,344
                    )
                    
                    
                    
                    
                    
                    
                    (16,344
                    )Stock
      option expense
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    450,022
                    
                    
                    
                    
                    
                    
                    
                    450,022Issuance
      of common stock under stock award agreement
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    300,000
                    
                    
                    
                    30
                    
                    
                    
                    299,970
                    
                    
                    
                    
                    
                    
                    
                    300,000Net
      loss for the period from January 1 through June 30, 2009
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (1,640,534
                    )
                    
                    
                    (1,640,534
                    )Balance,
      June 30, 2009
                    
                    
                    0
                    
                    
                    
                    0
                    
                    
                    
                    81,576,000
                    
                    
                    
                    8,158
                    
                    
                    
                    2,799,783
                    
                    
                    
                    (2,872,083
                    )
                    
                    
                    (64,142
                    )


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


6


WINDTAMER
CORPORATION


(A
Development Stage Company)


Notes
To The Financial Statements


Six-Month
Period Ended June 30, 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 six-month period ended June 30,
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 consolidated 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
six-month period ended June 30, 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


Six-Month
Period Ended June 30, 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 reflects 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
June 30, 2009, there were 35,220,000 stock options outstanding that could dilute
future earnings.





Recent
Accounting Pronouncements





In
April 2009, the FASB staff issued FSP No. FAS 107-1 and APB 28-1,
Interim Disclosures about Fair Value of Financial Instruments (“FSP No. FAS
107-1 and APB 28-1”). This FSP amends FASB Statement No. 107, Disclosures
about Fair Value of Financial Instruments, to require disclosures about fair
value of financial instruments in interim financial statements as well as in
annual financial statements. This FSP also amends Accounting Principles Board
Opinion No. 28, Interim Financial Reporting, to require these disclosures
in all interim financial statements.  The provisions of FSP No. FAS
107-1 and APB 28-1 became effective on April 1, 2009, are being applied
prospectively beginning in the second quarter of 2009 and did not have a
material impact on the Company’s consolidated financial statements.  See
“Fair Value of Financial Instruments” included in “Note 1 for the related
disclosure.





In
May 2009, the FASB issued Statement No. 165, Subsequent Events (“FAS
165”). The provisions of FAS 165 set forth the period after the balance sheet
date during which management of a reporting entity should evaluate events or
transactions that may have occurred for potential recognition or disclosure in
the financial statements, the circumstances under which an entity should
recognize events or transactions occurring after the balance sheet date in its
financial statements and the disclosures that an entity should make about events
or transactions that occurred after the balance sheet date. The provisions of
FAS 165 became effective for the Company on April 1, 2009, are being
applied prospectively beginning in the second quarter of 2009 and did not have a
material impact on the Company’s consolidated financial statements.





In June
2009, the FASB issued Statement of Financial Accounting Standard (SFAS)
No. 168, The FASB Accounting Standard Codification and the Hierarchy of the
Generally Accepted Accounting Principles — a replacement of SFAS No. 162
(SFAS 168), to become the source of authoritative U.S. generally accepted
accounting principles (“GAAP”) recognized by the FASB to be applied by
nongovernmental entities. SFAS 168 is effective for financial statements issued
for interim and annual periods ending after September 15, 2009. We do not
believe the adoption of SFAS 168 will have a material impact on our consolidated
financial statements.





Fair
Value of Financial Instruments





The
carrying amount of cash stock subscriptions receivable, accounts payable,
customer deposits and accrued expenses are reasonable estimates of their fair
value due to their short maturity.


8


WINDTAMER
CORPORATION


(A
Development Stage Company)


Notes
To The Financial Statements


Six-Month
Period Ended June 30, 2009


(Unaudited)





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 and second quarters of
2009 the Company conducted a private placement, which resulted in proceeds of
$636,000 as of June 30, 2009.  The Company plans to launch the
commercialization of its products utilizing its current working capital, future
private placement proceeds, if necessary, 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 six months ended June 30, 2009, the Company sold 636,000 shares of common
stock for a price of $1 per share, resulting in net proceeds of $619,656 after
$16,344 of related costs associated with the private placement that were treated
as a reduction to Additional Paid-In Capital.  The subscription
receivable of $50,000 related to a 2009 sale of shares was collected during July
2009.





During
the six months ended June 30, 2009, 300,000 shares vested, which were issued in
accordance with the consulting agreement discussed further in Note
5.





Note
4 – Stock Option Grants





For the
six months ended June 30, 2009, the Company recorded compensation costs for
options and shares granted amounting to $750,022.  The impact of this
expense was to increase basic and diluted net loss per share from $.01 to $.02
for the six months ended June 30, 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:





Six Months Ended
                  
                  
                  Six Months EndedJune 30, 2009
                  
                  
                  June 30, 2008Expected
      dividend yield
                  
                  
                  0%
                  
                  
                  
                  N/AExpected
      stock price volatility
                  
                  
                  40%
      - 50%
                  
                  
                  
                  N/ARisk-free
      interest rate
                  
                  
                  1.46
      - 2.90%
                  
                  
                  
                  N/AExpected
      life of options
                  
                  3 -
      10 years
                  
                  
                  
                  N/A




9


WINDTAMER
CORPORATION


(A
Development Stage Company)


Notes
To The Financial Statements


Six-Month
Period Ended June 30, 2009


(Unaudited)





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 January 1, 2009
                              
                              
                              34,200,000
                              
                              
                              $
                              .05Options
      granted
                              
                              
                              1,020,000
                              
                              
                              $
                              1.00Outstanding
      at June 30, 2009
                              
                              
                              35,220,000
                              
                              
                              $
                              .08
                              
                              1.9
      years
                              
                              $
                              32,490,000Exercisable
      at June 30, 2009
                              
                              
                              34,110,000
                              
                              
                              $
                              .06
                              
                              1.7
      years
                              
                              $
                              31,920,000





The
weighted average fair value of options granted during the six months ended June
30, 2009 was approximately $.54.  No options were exercised during the
six months ended June 30, 2009.





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





Non-vested Shares
                    
                    Number of
                      Non-vested
                      Shares
                    
                    
                    Weighted Average
                      Fair Value
                      at Grant DateNon-vested
      at December 31, 2008
                    
                    
                    300,000
                    
                    
                    $
                    .05Vested
                    
                    
                    (300,000
                    )
                    
                    $
                    1.00Non-vested
      at June 30, 2009
                    
                    
                    0
                    
                    
                    
                    -








As of
June 30, 2009, the unrecognized compensation cost related to non-vested share
based compensation arrangements granted under the plan was approximately
$116,706.  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 during the six months ended June 30, 2009.


10


WINDTAMER
CORPORATION


(A
Development Stage Company)


Notes
To The Financial Statements


Six-Month
Period Ended June 30, 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 $102,471 for
the six months ended June 30, 2009.





Note 7 – Commitments and
Contingencies





The
Company entered into an agreement with Alternative Wind Resources, LLC ("AWR")
to produce a 15kWh prototype wind turbine unit by May 30, 2009 in which AWR
agreed to reimburse the Company 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 prototype was not
completed by June 30, 2009. The customer provided a $50,000 deposit for the
orders, and a $10,000 advancement of expenses, but has not yet provided, and may
never provide, the purchase order.  The price and terms for the order
are still to be determined by the parties.  The agreement also grants
AWR the exclusive right to purchase all 15kWh and larger wind turbine units for
wind farm and industrial uses and development.  As of June 30, 2009
the prototype has not been completed or delivered to
AWR.  Accordingly, the $60,000 cash deposit has been included in
customer deposits.





The Company filed its New York State
corporate income tax return during July 2009, and anticipates a refund in the
amount of $31,217 upon approval by state tax authorities. This refund will be
recorded when received by the Company.





Note
8 – Subsequent Events





In July
2009 the Company completed the private placement of its common stock commenced
in the first quarter of 2009, in which it raised additional proceeds of
$105,000, after June 30, 2009.





In July
2009 the Company granted 535,000 and 315,000 stock option awards to consultants
and employees respectively.  All options have an exercise price of
$1.00 and are set to vest in one year and expire in five years.





Stock
option award grantees exercised 16,660,000 options during July
2009.  The exercise price for all options exercised was $0.05
resulting in proceeds of $833,000.





These
financial statements have not been updated for subsequent events occurring after
August 10, 2009 which is the date these financial statements were available to
be issued.


11


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 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.  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 third quarter 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 below under the
heading “Risk Factors” in this report and in our Annual Report on Form
10-K.





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 six months ended June
30, 2009 and 2008.


12


Our
operating expenses for the three months ended June 30, 2009 were $826,133 as
compared to the $182,481 for the three months ended June 30,
2008.  Our operating expenses for the six months ended June 30, 2009
were $1,640,534 as compared to $300,944 for the six months ended June 30, 2008,
and $2,872,275 since inception.  The increase in operating expenses
from the second quarter and first half of 2008 to the same periods 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 June 30, 2009 of $547,122 as
compared to $104,933 for the three months ended June 30,
2008.  SG&A expenses for the six months ended June 30, 2009 were
$1,249,261 as compared to $180,961 for the six months ended June 30, 2008, and
$2,185,549 since inception.   The increase in operating expenses,
and SG&A expenses, in 2009 over the same periods in 2008 was comprised
primarily of compensation and professional fees, including stock-based
compensation expense for employees and consultants of $300,483 and $750,022 in
the three and six months ended June 30, 2009, respectively, compared to no
stock-based compensation expenses in the first half of 2008.  We
incurred net losses of $826,133 and $182,481, for the three months ended June
30, 2009 and 2008, respectively, $1,640,534 and $300,944 for the six months
ended June 30, 2009 and 2008, respectively and $2,872,083, cumulative since
inception.





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 third quarter 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 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.  The customer has provided a $50,000 deposit for the
orders, and a $10,000 advancement of expenses, but has not yet provided, and may
never provide, the purchase order.  We have also not yet delivered the
15kWh prototype required under the agreement, although we are discussing with
the company an extension of time to provide it.  However, the
Company's failure to deliver the 15kWh prototype as required by the agreement
may be deemed a breach of the agreement by us and could result in material
liabilities to us.  The price and terms for the order are still to be
determined by the parties.  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
June 30, 2009, we had a negative working capital of $122,816 as compared to
$171,038 of working capital as of December 31, 2008. The decrease in working
capital is attributed to the use of capital in the development of our production
models and related expenses during the first half of 2009, offset by the net
proceeds of $619,656 received in our private placement of common stock between
February and June 30, 2009   After June 30, 2009, we received
approximately $938,000 of additional capital in the completion of that private
placement, as well as proceeds from the exercise of certain consultant stock
options.





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 third quarter 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.  We raised approximately $1.6 million in private
equity financing in 2009.  We believe that we will need approximately
$1.5 to $2.5 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. If we are
unable to generate this amount from our planned operations, we will need to seek
additional financing.  We may also seek additional financing to build
internal manufacturing capacity.  We believe that we will need
approximately $6.0 to $7.0 million to do so.   The common stock sold
in the private placement financings will not be and has not been
registered under the Securities Act of 1933, as amended, or the Securities Act,
and may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.   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 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.


13


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 years ended December 31, 2008 and 2007, 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.





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
June 30, 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).


14


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
June 30, 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.





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.


15


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 assessed the impact of the accounting error reported in the Current
Report on Form 8-K filed with the Commission on May 19, 2009 on the Company's
disclosure controls and procedures and has concluded, that notwithstanding the
accounting error and given limited scope of the error, 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 June 30, 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.





Item
1A. Risk Factors




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




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





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





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





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


16


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





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





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





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





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





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





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




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





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


17


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





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





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





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


18


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





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




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




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




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





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





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





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





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





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


19


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





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





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





Reference
is made to Item 15. "Recent Sales of Unregistered Securities During the Past 3
Years" on page II-2 of our Registration Statement on Form S-1 filed with the
Securities and Exchange Commission on July 16, 2009 for a summary of our
previously reported sales of unregistered securities. Since the date of the
Registration Statement on Form S-1 filed July 16, 2009, there have been no
material developments in previously reported sales of unregistered
securities.





Item
3.  Defaults Upon Senior Securities





None.




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





a)  The
Company held its Annual Meeting of Shareholders on June 2, 2009.





c)  The
shareholders voted for the election of four nominees to serve as directors
initially classified to the respective class and term as set forth below, to
serve until the expiration of his or her term and until their successors are
elected and qualified. The vote was as follows:





Name of Candidate
                              
                              Class
                              
                              Term
                              
                              For
                              
                              
                              WithheldGerald
      E. Brock
                              
                              III
                              
                              3
      years
                              
                              70,158,500
                              
                              
                              
                              0George
      Naselaris
                              
                              II
                              
                              2
      years
                              
                              70,158,500
                              
                              
                              
                              0Anthony
      C. Romano, Jr.
                              
                              I
                              
                              1
      year
                              
                              70,158,500
                              
                              
                              
                              0Eugene
      Richard Henn
                              
                              I
                              
                              1
      year
                              
                              70,158,500
                              
                              
                              
                              0





There were no abstentions and no
broker non-votes.





Item
5.  Other Information





None





Item
6.  Exhibits





(a)
            Exhibits:





10.1
            Agreement
      for Limited Research by and between Clarkson University and WindTamer
      Corporation dated May 18, 2009 (incorporated herein by reference to
      Exhibit 10.1 of the Current Report on Form 8-K filed by WindTamer
      Corporation dated May 22, 2009 (File No.
  000-53510)).


20


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


21


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)August
      10, 2009By:
                    /s/ GERALD E. BROCKName:
                    Gerald
      E. BrockTitle:
                    Chief
      Executive Officer andChief
      Financial
Officer




22