UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549




FORM
10-Q/A


Amendment
No. 2




(Mark
One)




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




For the
quarterly period ended September 30, 2008




or




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




For the
transition period from _____________ to ________________




Commission
File Number:  000-09751




STATMON
TECHNOLOGIES CORP.




(Exact
name of registrant as specified in its charter)




Nevada
              
              83-0242652(State
      or other jurisdiction of incorporation or organization)
              
              (IRS
      Employer Identification No.)





3000
      Lakeside Drive, Suite 300 South, Bannockburn, IL 60015(Address
      of principal executive offices) (Zip Code)(847)
      604-5366(Registrant’s
      telephone number, including area code)Former
      name, former address and former fiscal year, if changed since last
      report:




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





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to post such files .   Yes  x   No ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See 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   ̈   Nox




Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.




Class
            
            Outstanding
      at November 12, 2008Common
      Stock, $.01 par value
            
            23,790,806







EXPLANATORY
NOTE




The
Company has filed the attached Amendment No. 2 to Form 10-Q/A in response to
comments made by the Staff of the Securities and Exchange
Commission.




Item
4.  Controls and Procedures.




Evaluation and Disclosure
Controls and Procedures




The
Company, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of the design and operation of the
Company's "disclosure controls and procedures," as such term is defined in Rules
13a-15e promulgated under the Exchange Act.  Based upon that
evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded that the disclosure controls and
procedureswere not effective as of the end of the period covered by this
report due to a material weakness identified by management relating to the lack
of sufficient accounting resources.




Based
upon its evaluation, our management, with the participation of our Chief
Executive Officer and Chief Financial Officer, has concluded there is a
material weakness with respect to its internal control over financial
reporting as defined in Rule 13a-15(e).




The
material weakness identified by management relates to the lack of sufficient
accounting resources.  We have only one full-time employee in our
accounting department (Chief Operating Officer) to perform routine record
keeping.  Consequently, our financial reporting function is
limited.  In order to correct this material weakness, the Company has
hired outside consultants to assist with financial statement preparation and
reporting needs of the Company and plans on hiring additional internal full-time
accounting personnel in the third calendar quarter of 2009 and intends to assist
internal accounting personnel with consultants as needed to ensure that
management will have adequate resources in order to attain complete reporting of
financial information in a timely manner and provide a further level of
segregation of financial responsibilities as the Company continues to
expand.




A control
system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are
met.  Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues,
if any, within a company have been detected. Such limitations include the fact
that human judgment in decision-making can be faulty and that breakdowns in
internal control can occur because of human failures, such as simple errors or
mistakes or intentional circumvention of the established process.




Changes in Internal Controls
Over Financial Reporting




There
were no changes to the internal controls during the quarter ended September 30,
2008 that have materially affected or that are reasonably likely to materially
affect the internal controls over financial reporting.








Item
      6.
            Exhibits(a)
            Exhibits31.1
            Certificate
      of Geoffrey P. Talbot, Chief Executive Officer, pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002.31.2
            Certificate
      of Geoffrey P. Talbot, Chief Financial Officer, pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002.32.1
            Certificate
      of Geoffrey P. Talbot, Chief Executive Officer, pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002.32.2
            Certificate
      of Geoffrey P. Talbot, Chief Financial Officer, pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002.








SIGNATURES




Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report on Form 10-Q/A to be signed on its behalf by the
undersigned thereunto duly authorized.




Date:
      August 27, 2009
              By:
              /s/ Geoffrey
      P. TalbotName:  Geoffrey
      P. TalbotTitle: 
      Chief Financial Officer





EXHIBIT
INDEX





Exhibit
            
            Description31.1
            
            Certificate
      of Geoffrey P. Talbot, Chief Executive Officer, pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.31.2
            
            Certificate
      of Geoffrey P. Talbot, Chief Financial Officer, pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.32.1
            
            Certificate
      of Geoffrey P. Talbot, Chief Executive Officer, pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002.32.2
            
            Certificate
      of Geoffrey P. Talbot, Chief Financial Officer, pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002.