UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549




FORM
10-Q/A


Amendment
No. 1




(Mark
One)




ý   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  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 filer o
            Accelerated
      filer oNon-accelerated
      filer o (Do not
      check if a smaller reporting
      company)
            Smaller
      reporting company o




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




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. 1 to Form 10-Q in response to an
SEC Comment Letter dated January 30, 2009.
  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 as of this report.  Based
upon that evaluation, the Chief Executive Officer and Chief Financial Officer
has concluded that thedisclosure controls and
procedures are designed to provide reasonable assurance and that the
disclosure controls and procedures were effective as of the end of the period
covered by this report to provide reasonable assurance that material information
required to be disclosed by the Company in reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in SEC rules and forms.
  Based
upon its evaluation, our management, with the participation of our Chief
Executive Officer and Chief Financial Officer, has
concluded  there is a significant deficiency with respect to
its internal control over financial reporting as defined in
Rule 13a-15(e). Those rules define internal control over financial
reporting as a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles
  The
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.  Management believes this weakness is considered a
significant deficiency and does not rise to the level of a material weakness due
to the compensating supervisory controls as discussed below.
  As of the
end of the period covered by this report and to address the identified weakness,
the Chief Executive Officer will routinely assist the Chief Operating Officer in
reviewing the financial results for the period, review and approve significant
transactions, review budget and actual operating results, and review the
financial statements and disclosures thereon for completeness.  The
Chief Executive Officer operates in a supervisory capacity to help compensate
for the limited accounting personnel.  This added level of supervision
helps ensure the financial statements and disclosures are accurate and
complete.  This additional assistance was considered in concluding
that our weakness in internal control is a significant
deficiency.  This added level of supervision helps ensure the
financial statements and disclosures are accurate and complete.
  In order
to correct this deficiency, the Company plans on hiring additional in-house
full-time accounting personnel or will consider hiring an outside consultant, as
needed, to ensure that management will have adequate resources in order to
attain complete reporting of financial information on 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
  Management
has evaluated the effectiveness of the disclosure controls and procedures as of
September 30, 2008. Based on such evaluation, management has concluded that the
disclosure controls and procedures were effective for their intended purpose
described above. There were no changes to the internal controls over financial
reporting during the quarter ended September 30, 2008 that have materially
affected or that are reasonably likely to affect the internal controls over
financial reporting.
  
  Limitations on the
Effectiveness of Controls
  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.


Item
      6.
            Exhibits(a)
            Exhibits31.1
            Certificate
      of  pursuant to Rule 13a-14(a) under the Securities and Exchange
      Act of 1934, as amended.31.2
            Certificate
      of  pursuant to Rule 13a-14(a) under the Securities and Exchange
      Act of 1934, as amended.32.1
            Certificate
      of  pursuant to Rule 13a-14(b) under the Securities and Exchange
      Act of 1934, as amended.32.2
            Certificate
      of  pursuant to Rule 13a-14(b) under the Securities and Exchange
      Act of 1934, as amended.









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:
      April 8, 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.