UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C.  20549
  FORM
10-Q/A
 Amendment
No. 2
  (Mark
One)
  ý
              QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934
  For the
quarterly period ended June 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  ý
  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  ý
  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 filero
                  
                  Accelerated
      fileroNon-accelerated
      filero (Do not check if a smaller reporting
    company)
                  
                  Smaller
      reporting companyý
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act)   Yes   ̈
  Noý
 
 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 July 31,
  2008Common
      Stock, $.01 par value
                
                23,765,804
  
 
 EXPLANATORY
NOTE
 
 The
Company has filed the attached Amendment No. 2 to Form 10-Q 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 itsinternal
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 June 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.