Filed Pursuant to Rule 424(b)(3)

                                                                                                                                          File No. 333-157304

DATED:  NOVEMBER 5, 2009

PROSPECTUS SUPPLEMENT No. 1

(to Prospectus dated October 27, 2009)

WINDTAMER CORPORATION

9,500,000 SHARES

COMMON STOCK

This Prospectus Supplement No. 1, which consists of this cover page, an update of information contained in the Prospectus dated October 27, 2009, and WindTamer Corporation’s attached Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, which was filed with the Securities Exchange Commission on November 5, 2009.  The Quarterly Report contains our unaudited condensed financial statements for the quarter ended September 30, 2009 and a Management Discussion and Analysis of Financial Condition and Results of Operation for this period.  This Prospectus Supplement No. 1 should be read in conjunction with the Prospectus dated October 27, 2009 and this Prospectus Supplement is qualified by reference to the Prospectus except to the extent that the information contained in this Prospectus Supplement No. 1 supersedes the information contained in the Prospectus.

You should rely only on the information contained in or incorporated by reference in this Prospectus Supplement and the Prospectus.  We have not authorized anyone to provide you with information different from the information contained in or incorporated by reference in this Prospectus Supplement and the Prospectus.  This document may be used only in jurisdictions where offers and sales of these securities are permitted.  You should not assume that information contained in this Prospectus Supplement or the Prospectus or in any document incorporated by reference is accurate as of any date other than the date of the document that contains the information, regardless of when this Prospectus Supplement and the Prospectus is delivered or when any sale of our securities occurs.

OUR SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK.

PLEASE REFER TO "RISK FACTORS" BEGINNING ON PAGE 2 OF THE PROSPECTUS.

____________________________

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT NO. 1.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus Supplement No. 1 is November 5, 2009

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information set forth in the following table hereby supersedes the table appearing under the heading “Security Ownership of Certain Beneficial Owners and Management” in the Prospectus and the footnotes accompanying such table.   On November 5, 2009, we issued 16,140,000 shares of common stock upon the exercise of outstanding stock options held by certain consultants or their assignees.  We have included the attached table to update the beneficial ownership percentages in the table to reflect these issuances.

The following table sets forth, as of November 5, 2009, the name, address, and stockholdings of each person who owns of record, or was known by us to own beneficially, 5% or more of our common stock currently issued and outstanding; the name and stockholdings of each director; and the stockholdings of all executive officers and directors as a group. Unless otherwise indicated, all shares consist of common stock, and all such shares are owned beneficially and of record by the named person or group:

	Amount and Nature of
Name and Address of Beneficial Owner	Beneficial Ownership¹		Percent of Class¹
Directors and Executive Officers
Gerald E. Brock, CEO & Director 2, 6		50,290,000		43.6	%
Eugene R. Henn3		384,000		*
Anthony C. Romano, Jr. 4		400,000		*
George Naselaris5		200,000		*
All Executive Officers and Directors of WindTamer Corporation as a Group		51,274,000		44.3	%
Beneficial Owners of 5% or More
Charles LaLoggia 6		7,330,000		6.4	%

* less than 1% of the outstanding shares of common stock.

1. The calculations for these columns are based upon 114,481,000 shares of common stock issued and outstanding on November 5, 2009, plus the number of shares of common stock deemed outstanding pursuant to SEC Rule 13d-3(d)(1). Shares of common stock subject to options exercisable within 60 days of November 5, 2009 are deemed outstanding for purposes of computing the percentage of the person holding such option but are not deemed outstanding for computing the percentage of any other person.

2. Presently reported ownership includes an aggregate of 440,000 shares held by Mr. Brock’s wife and daughter and an aggregate of 800,000 shares underlying options held by his wife and daughter.

3. Presently reported ownership includes 200,000 shares underlying options held by Eugene R. Henn.

4. Presently reported ownership includes 200,000 shares underlying options held by Anthony C. Romano, Jr.

5. Presently reported ownership includes 200,000 shares issuable under options exercisable within 60 days of November 5, 2009 held by George Naselaris.

6.   Mr. Brock’s address is 6053 Ely Avenue, Livonia, New York 14487; and Mr. LaLoggia’s address is 457 Park Avenue, Rochester, New York, 14607.

INDEX OF ATTACHMENTS

Form 10-Q for the quarter ended September 30, 2009  A-1

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 September 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 Avenue
Livonia, 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   ¨

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 company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange

Act).     Yes  ¨    No  x

As of November 5, 2009, the Registrant had outstanding 114,481,000 shares common stock, $0.0001 par value.

WINDTAMER CORPORATION

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements		3
	Condensed Balance Sheets as of September 30, 2009 (unaudited) and December 31, 2008	3
	Unaudited Condensed Statements of Operations for the Three Months and Nine Months Ended
	September 30, 2009 and 2008, and the Period from Date of Inception (March 30, 2001)
	through September 30, 2009	4
	Unaudited Condensed Statements of Cash Flows for the Nine Months Ended
	September 30, 2009 and 2008, and the Period from Date of Inception (March 30, 2001)
	through September 30, 2009	5
	Unaudited Statement of Stockholders' Equity from Inception through September 30, 2009	.6
	Notes to Unaudited Condensed Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial
	Condition and Results of Operations.	12
Item 4T.	Controls and Procedures	16
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	17
Item 1A.	Risk Factors	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3.	Defaults Upon Senior Securities	22
Item 4.	Submission of Matters to a Vote of Security Holders	22
Item 5.	Other Information	22
Item 6.	Exhibits	23
Signatures		24
Exhibits

2

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements and Notes

WINDTAMER CORPORATION

(A Development Stage Company)

Balance Sheets

	September 30,			December 31,
	2009			2008
	(unaudited)
ASSETS
Current assets
Cash	$	571,973		$	204,771
Prepaid expenses and other current assets		14,810			8,739
Total current assets		586,783			213,510
Long-lived assets
Intangible assets
Patent		34,862			17,868
Trademark		4,525			4,525
Less accumulated amortization		(1,934	)		(1,406	)
Total intangible assets		37,453			20,987
Property and equipment
Equipment		21,115			10,268
Furniture and fixtures		14,215			6,200
Software		7,465			0
Less accumulated depreciation		(9,239	)		(1,779	)
Total property and equipment		33,556			14,689
Total long-lived assets		71,009			35,676
Total assets	$	657,792		$	249,186
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	197,740		$	33,296
Customer deposits		60,000			0
Payroll liabilities		6,982			9,176
Total current liabilities		264,722			42,472
Commitments and Contingencies		0			0
Stockholders' equity
Preferred stock, 5,000,000 shares authorized, $.0001 par value; none issued or outstanding		0			0
Common stock, 500,000,000 shares authorized, $0.0001 par value; 98,341,000 and 80,640,000 shares issued and outstanding respectively		9,834			8,064
Additional paid-in capital		3,635,108			1,430,199
Deficit accumulated during development stage		(3,251,872	)		(1,231,549	)
Total stockholders' equity		393,070			206,714
Total liabilities and stockholders' equity	$	657,792		$	249,186

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

3

WINDTAMER CORPORATION

(A Development Stage Company)

Statement of Operations (unaudited)

	Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended			Period From Date of Inception (March 30, 2001) through
	September 30,			September 30,			September 30,			September 30,			September 30,
	2009			2008			2009			2008			2009
Research and development expenses:
Compensation and payroll taxes		102,215			5,538			169,312			58,140			273,952
Other research and development		176,206			42,563			500,382			109,944			691,195
Total research and development expenses		278,421			48,101			669,694			168,084			965,147
Selling, general and administrative expenses:
Advertising, promotion and travel		6,658			21,909			58,951			39,872			114,512
Amortization and depreciation		2,903			534			7,988			1,603			11,173
Insurance		(2,513	)		6,552			2,953			7,054			9,029
Interest and penalties		0			0			1,000			975			1,975
Office expense		9,391			3,172			19,099			8,045			29,770
Compensation and payroll taxes		(84,221	)		25,728			470,247			156,017			706,364
Professional fees		141,373			169,500			660,027			187,500			1,256,800
Public company expense		13,831			0			44,486			0			44,486
Rent - equipment		5,846			11,700			13,081			17,700			35,002
Occupancy expense		4,555			0			60,126			0			61,526
State franchise tax		0			0			326			0			1,182
Utilities		3,545			548			12,345			1,838			15,098
Total selling, general and administrative expenses		101,368			239,643			1,350,629			420,604			2,286,917
Total expenses		379,789			287,744			2,020,323			588,688			3,252,064
Loss from operations		(379,789	)		(287,744	)		(2,020,323	)		(588,688	)		(3,252,064	)
Non-operating revenue
Interest		0			0			0			0			192
Net loss before income taxes		(379,789	)		(287,744	)		(2,020,323	)		(588,688	)		(3,251,872	)
Income taxes		0			0			0			0			0
Net loss	$	(379,789	)	$	(287,744	)	$	(2,020,323	)	$	(588,688	)		(3,251,872	)
Net loss per common share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.02	)	$	(0.01	)		(0.05	)
Weighted average number of common shares outstanding - basic and diluted		98,341,000			79,540,000			87,023,556			70,840,000			63,960,116

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

4

WINDTAMER CORPORATION

(A Development Stage Company)

Statements of Cash Flows (unaudited)

	Nine Months			Nine Months Ended			Period from Date of Inception (March 30, 2001)
	Ended September 30,			September 30,			through September 30,
	2009			2008			2009
Operating activities
Net loss	$	(2,020,323	)	$	(588,688	)	$	(3,251,872	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization and depreciation expense		7,988			1,603			11,173
Stock-based compensation		649,024			132,500			1,059,775
Changes in operating assets and liabilities:
Increase in prepaid expenses and other current assets		(6,071	)		0			(14,810	)
Customer deposits		60,000			0			60,000
Increase in trade accounts payable		164,444			3,393			197,740
Increase (decrease) in payroll liabilities		(2,195	)		0			6,982
Net cash used in operating activities		(1,147,133	)		(451,192	)		(1,931,012	)
Investing Activities
Acquisition of fixed assets		(26,327	)		(7,725	)		(42,795	)
Acquisition of intangible assets		(16,994	)		(11,975	)		(39,387	)
Net cash used in investing activities		(43,321	)		(19,700	)		(82,182	)
Financing activities
Proceeds from issuance of common stock		741,000			907,000			1,791,510
Proceeds from exercise of stock options		833,000			0			853,000
Stock offering expenses paid		(16,344	)		(15,494	)		(59,343	)
Net cash provided by financing activities		1,557,656			891,506			2,585,167
Increase (decrease) in cash		367,202			420,614			571,973
Cash - beginning		204,771			30,410			0
Cash - ending	$	571,973		$	451,024		$	571,973
Supplemental Information:
Income Taxes Paid	$	0		$	0		$	0
Interest Paid	$	0		$	975		$	975

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

5

WINDTAMER CORPORATION

(A Development Stage Company)

Statements of Stockholders' Equity (unaudited)

From Inception through September 30, 2009

	Treasury Stock					Common Stock						Additional			Deficit Accumulated During the			Total
	Number of Shares			Par Value		Number of Shares			Par Value			Paid-In Capital			Development Stage			Stockholders' Equity
Issuance of common stock in exchange for services							60,000,000			6,000			(3,000	)					3,000
Net 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						20,000
Issuance of common stock for cash							93,320			9			49,991						50,000
Net loss for 2002																(61,348	)		(61,348	)
Balance, December 31, 2002		0			0		60,093,320			6,009			66,991			(64,448	)		8,552
Expenses paid by shareholder													3,510						3,510
Treasury stock received at no cost		93,320																	0
Retirement of treasury stock		(93,320	)				(93,320	)		(9	)		9						0
Net loss for 2003																(428	)		(428	)
Balance, December 31, 2003		0			0		60,000,000			6,000			70,510			(64,876	)		11,634
Net loss for 2004																(140	)		(140	)
Balance, December 31, 2004		0			0		60,000,000			6,000			70,510			(65,016	)		11,494
Net loss for 2005																(130	)		(130	)
Balance, December 31, 2005		0			0		60,000,000			6,000			70,510			(65,146	)		11,364
Net loss for 2006																(130	)		(130	)
Balance, December 31, 2006		0			0		60,000,000			6,000			70,510			(65,276	)		11,234
Issuance of common stock for cash							1,400,000			140			69,860						70,000
Offering costs													(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	)		38,026
Issuance of common stock for cash							18,140,000			1,814			905,186						907,000
Issuance of common stock under stock award agreement							700,000			70			34,930						35,000
Offering costs													(26,258	)					(26,258	)
Stock option expense													372,752						372,752
Issuance of stock under stock options							400,000			40			19,960						20,000
Net 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	)		206,714
Issuance of common stock for cash							741,000			74			740,926						741,000
Offering costs													(16,344	)					(16,344	)
Stock option expense													349,023						349,023
Issuance of common stock under stock award agreement							300,000			30			299,970						300,000
Stock options exercised							16,660,000			1,666			831,334						833,000
Net loss for the period from January 1 through September 30, 2009																(2,020,323	)		(2,020,323	)
Balance, September 30, 2009		0			0		98,341,000			9,834			3,635,108			(3,251,872	)		393,070

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

6

WINDTAMER CORPORATION

(A Development Stage Company)

Notes To The Financial Statements

Nine-Month Period Ended September 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 nine-month period ended September 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 nine-month period ended September 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.

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

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.

7

WINDTAMER CORPORATION

(A Development Stage Company)

Notes To The Financial Statements

Nine-Month Period Ended September 30, 2009

(Unaudited)

As of September 30, 2009, there were 18,760,000 stock options outstanding that could dilute future earnings.

Recent Accounting Pronouncements

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) , now Accounting Standards Codification (ASC) 105, to become the source of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead the FASB will issue Accounting Standards Updates. Accounting Standards Updates will not be authoritative in their own right as they will only serve to update the Codification. These changes and the Codification itself do not change GAAP. ASC 105 is effective for financial statements issued for interim and annual periods ending after September 15, 2009 and first adopted in the quarterly financial statements for the period ended September 30, 2009.

Other than the manner in which new accounting guidance is referenced, the adoption of these changes had no impact on the Financial Statements.

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”) , now ASC 825. ASC 825 amends prior standards to require disclosures about fair value of financial instruments in interim financial statements as well as in annual financial statements. The provisions of ASC 825 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”), now ASC 855. The provisions of ASC 855 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 ASC 855 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.

Fair Value of Financial Instruments

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

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 during the first three quarters of 2009 the Company conducted a private placement, which resulted in proceeds of $741,000 as of September 30, 2009. Exercises of stock option awards resulted in proceeds of $833,000 as of September 30, 2009 and an additional $807,000 subsequent to September 30, 2009. The Company plans to continue the launch of the commercialization of its products utilizing its current working capital and future financing 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.

8

WINDTAMER CORPORATION

(A Development Stage Company)

Notes To The Financial Statements

Nine-Month Period Ended September 30, 2009

(Unaudited)

Note 3 – Stockholders’ Equity

During the nine months ended September 30, 2009, the Company sold 741,000 shares of common stock for a price of $1 per share, resulting in net proceeds of $724,656 after $16,344 of related costs associated with the private placement that were treated as a reduction to Additional Paid-In Capital.

During the nine months ended September 30, 2009, 300,000 shares vested, which were issued in accordance with the consulting agreement discussed further in Note 5. In addition, 16,660,000 stock option awards were exercised for a price of $0.05 per share that resulted in proceeds of $833,000 as of September 30, 2009.

Note 4 – Stock Option Grants

For the nine months ended September 30, 2009, the Company recorded compensation costs for options and shares granted amounting to $649,024. This expense did not have an impact on basic and diluted net loss per share for the nine months ended September 30, 2009.

On August 21, 2009 Chief Operating Officer John Schwartz resigned from his position and as an employee of the Company. Mr. Schwartz held an option to purchase 1,000,000 shares of common stock at $1.00 per share under the 2008 Equity Incentive Plan. At the time of his resignation, Mr. Schwartz was vested in 50% of the stock option award. Under the terms of the stock option award agreement he has 120 days from the effective date of his resignation to exercise those vested stock options. After that time, the unexercised options will expire. The unvested stock options under the stock option award were forfeited due to his resignation. As a result, $164,400 of previously recorded stock based compensation related to the unvested options was reversed.

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:

	Nine Months Ended			Nine Months Ended
	September 30, 2009			September 30, 2008
Expected dividend yield		0	%		0	%
Expected stock price volatility		40% - 50	%		35.21	%
Risk-free interest rate		1.46 - 2.90	%		2.1	%
Expected life of options	3 - 10 years			3 years

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 Value
Outstanding at January 1, 2009		34,200,000		$	.05
Options granted		1,870,000		$	1.00
Options exercised during the nine months ended September 30, 2009		(16,660,000	)	$	.05
Options canceled during the nine months ended September 30, 2009		(650,000	)	$	1.00
Outstanding at September 30, 2009		18,760,000		$	.11	2.3 years	$	16,663,000
Exercisable at September 30, 2009		17,450,000		$	.08	2.0 years	$	16,093,000

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WINDTAMER CORPORATION

(A Development Stage Company)

Notes To The Financial Statements

Nine-Month Period Ended September 30, 2009

(Unaudited)

The weighted average fair value of options granted during the nine months ended September 30, 2009 was approximately $.46.

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 Date
Non-vested at December 31, 2008		300,000		$	.05
Vested		(300,000	)	$	1.00
Non-vested at September 30, 2009		0			-

As of September 30, 2009, the unrecognized compensation cost related to non-vested share based compensation arrangements granted under the plan was approximately $228,209.  These costs are expected to be recognized by the third quarter of 2010. 

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..  The fair value of the equity instrument is recognized as an expense over the period the related service is performed.  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 nine months ended September 30, 2009.

Note 6 – Related Party Transactions

Certain services amounting to $130,298, were provided to the Company by immediate family members of an officer/ shareholder of the Company. This amount includes salary earned by Amy Brock of $ 31,293 for the nine months ended September 30, 2009, of which $10,245 was earned during the three months ended September 30, 2009, and $99,005 paid to R.B. Brock Construction for consulting services rendered during the nine months ended September 30, 2009 in connection with production model development, assembly, and installation, of which $19,605 was earned during the three months ended September 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.  AWR 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. As of September 30, 2009 the prototype has not been completed or delivered to AWR.  AWR provided a $50,000 deposit for the orders, but has not yet provided, and may never provide, the purchase order.  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.  On April 29, 2009 the Company also granted AWR an option for 60 days to enter into an exclusive license agreement with the Company for 50 years for the sale of the Company’s 15 kWh wind turbines and larger upon the payment of a $6.0 million license fee. The option was subject to extension if the due diligence provided to AWR by the Company was not reasonably acceptable. AWR paid a $10,000 fee for the option. The payments from AWR, aggregating $60,000 have been included in customer deposits. On September 10, 2009, the Company received a letter from counsel to AWR purporting to terminate the March 2009 agreement and the April 2009 option described above in Note 7 and demanding the return of $60,000 provided to the Company.

10

WINDTAMER CORPORATION

(A Development Stage Company)

Notes To The Financial Statements

Nine-Month Period Ended September 30, 2009

(Unaudited)

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.

On August 20, 2009, the Company entered into a lease for its current office space in Geneseo, New York for $1,400 per month which commenced on November 1, 2009 and expire October 31, 2011. Future commitments by year under this lease are as follows:

Year	RentalCommitment
2009	$	2,800
2010	$	16,800
2011	$	14,000

Note 8 – Subsequent Events

Stock option award grantees exercised 16,140,000 options during November 2009.  The exercise price for all options exercised was $0.05 resulting in proceeds of $807,000. On November 4, 2009, the Board of Directors granted options to purchase an aggregate of 1,100,000 shares of the Company’s common stock to a non-executive employee and three consultants at an exercise price of $1.00 per share under the Company’s 2008 Equity Incentive Plan.

These financial statements have not been updated for subsequent events occurring after November 5, 2009, the date these financial statements were available to be issued. 

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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 launched the commercialization of our products and marketing it to customers in the third quarter of 2009 but have not yet begun large-scale manufacturing.

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.

Financial Operations

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, which started in the late 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 above under the heading “Risk Factors.”

Results of Operations

We are a development stage company and have generated no significant revenues since our inception in 2001. We did not generate any revenue for the nine months ended September 30, 2009 and 2008.

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Our operating expenses for the three months ended September 30, 2009 were $379,789 as compared to the $287,744 for the three months ended September 30, 2008.  Our operating expenses for the nine months ended September 30, 2009 were $2,020,323 as compared to $588,688 for the nine months ended September 30, 2008, and $3,252,064 since inception.  The increase in operating expenses from the third quarter and first nine months 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. The increase in operating expenses for the three months ended September 30, 2009 included an increase in research and development expenses of $278,421 compared to $48,101 for the three months ended September 30, 2008.  This increase during the quarter was partially offset by a decrease in selling, general and administrative expenses, or SG&A expenses due to forfeiture of unvested options by a terminated employee of $164,400 in the three months ended September 30, 2009.  The increase in operating expenses for the nine months ended September 30, 2009 included an increase in research and development expenses of $501,610 and an increase in SG&A expenses of $930,025 as compared to the nine months ended September 30, 2008.  This increase in research and development expenses was comprised primarily of labor and materials for the construction, testing and refinement of our production models. This increase in SG&A expenses was comprised primarily of compensation and professional fees, including stock-based compensation expense for employees and consultants of $649,024 and $132,500 in the nine months ended September 30, 2009 and September 30, 2008, respectively.

We incurred net losses of $379,789 and $287,744, for the three months ended September 30, 2009 and 2008, respectively, $2,020,323 and $588,688 for the nine months ended September 30, 2009 and 2008, respectively and $3,251,872, cumulative since inception.

During the next twelve months, we expect to take the following steps in connection with the further development of our business and the implementation of our plan of operations.

We have begun working with component manufacturers to build our first production models.  We intend to begin working with distributors for the Wind Tamer for domestic sale and to license our technology for manufacture and distribution overseas.  We initially plan to begin to market units from 1.8 to 15 kilowatts for residential, commercial and industrial use. We have begun manufacturing production models and we have begun sales efforts, but have not yet consummated any sales. Once we have started sales, we plan to pursue licensing opportunities later in 2009.  At this time, however, we have no definitive distribution or licensing agreements or arrangements to do so and there can be no assurance that we will be able to enter into successful arrangements by that time or at all.

We have utilized the proceeds we raised from our private placements conducted in 2008 and 2009 to implement our business plan and build prototypes of our Wind Tamer units.  We plan to utilize these remaining proceeds in the manufacture and commercialization of our products and technology.  We will also have to expand our management team and sales and marketing team to accommodate our growth and expansion. We anticipate having products ready for market in 2009 but cannot be sure that this will be the case. We plan to hire approximately 25 to 50 persons over the next 12 months in the areas of sales, administration, engineering and product assembly. During this period we plan to outsource manufacturing function to local manufacturers to begin sales which we believe will demonstrate commercial application of our planned products.

In March 2009, we entered into an agreement with Alternative Wind Resources, LLC to produce a 15kWh prototype wind turbine unit by May 30, 2009 in which it 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 Alternative Wind Resources, LLC the exclusive right to purchase all 15kWh and larger wind turbine units for wind farm and industrial uses and development. The customer provided a $50,000 deposit for the orders, but has not yet provided, and may never provide, the purchase order.  We have not yet delivered the 15kWh prototype required under the agreement.  In April 2009 we also granted the customer an option for 60 days to enter into an exclusive license agreement with us for 50 years for the sale of our 15 kWh wind turbines and larger upon the payment of $6.0 million license fee. The option was subject to extension if our due diligence provided to them was not reasonably acceptable. Alternative Wind Resources, LLC paid a $10,000 fee for the option, but never paid the $6.0 million license fee. Alternative Wind Resources, LLC, sent us a letter dated September 10, 2009 purporting to terminate the agreement and option and demanding return of the $60,000 paid under these agreements for the failure to deliver a prototype and the failure to provide due diligence requested  under the option.  Specifically, section 4 of the option agreement required that the Company provide Alternative Wind Resources, LLC with documentation on our fluid driven vacuum enhanced generator patent (United States Patent No. 6655907 issued December 2, 2003), information about our patent applications, and evidence that WindTamer has the authority to grant such exclusive rights to Alternative Wind Resources, LLC.  The Company provided copies of our patent for that subject matter as well as patent pending applications.  The Company believes that it has complied with these provisions of the agreement and intends to dispute Alternative Wind Resources, LLC’s claims that it did not provide such information.  We plan to proceed with termination of the agreement and option and also dispute these claims for payment although there can be no assurance that we will be successful.  If we are not successful, the claim for $60,000 could have a material adverse effect on our capital plans over the next twelve months and could require that we raise additional capital sooner than planned, if we are not able to generate sufficient capital from operations.

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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 September 30, 2009, we had a working capital of $322,061 as compared to $171,038 of working capital as of December 31, 2008. The increase in working capital is attributed to net proceeds of approximately $1.6 million received in our private placement of common stock as well as proceeds from the exercise of certain consultant stock options between February and July 15, 2009, offset by the use of capital in the development of our production models and related expenses during the first nine months of 2009.  Our principal source of liquidity has been from our founder, and proceeds of $977,000 from a private placement of our common stock completed in 2008 and approximately $1.6 million of proceeds from two private placements conducted in 2009. Stock option exercises resulted in additional proceeds of $807,000 subsequent to September 30, 2009.

We have begun implementing our plan of operation with the design and development of prototypes for our planned products.  We have also begun establishing relationships with third party manufacturers in connection with the commercialization of our products.  We launched the commercialization of our planned products in the third quarter of 2009.  We believe that we will need additional capital to continue the launch of 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.

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.

14

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.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to shareholders.

Critical Accounting Policies

As of September 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.

On September 30, 2009, the Company adopted changes issued by the Financial Accounting Standards Board (“FASB”) to the authoritative hierarchy of GAAP.  These changes establish the FASB Accounting Standards CodificationTM (“Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants.  The FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead the FASB will issue Accounting Standards Updates. Accounting Standards Updates will not be authoritative in their own right as they will only serve to update the Codification. These changes and the Codification itself do not change GAAP.  Other than the manner in which new accounting guidance is referenced, the adoption of these changes had no impact on the Financial Statements.

Stock Based Compensation

In December 2004, FASB issued SFAS No. 123R, Share-Based Payment (“SFAS No. 123R”), now ASC 718.  ASC 718 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.  ASC 718 focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions.  ASC 718 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,” now ASC 505 and EITF 00-18, “Accounting Recognition for Certain Transactions Involving Equity Instruments Granted to Other Than Employees,” now ASC 505.  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), now ASC 718.

15

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, ASC 718.  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.

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.

16

Based on the evaluation of the effectiveness of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) were not effective as of September 30, 2009. This conclusion is based on the Company’s failure to timely disclose as a material agreement the Option Agreement between the Company and Alternative Wind Resources, LLC, dated April 29, 2009.

We are committed to improving our disclosure controls and procedures.  As part of this commitment, we have taken steps to improve our disclosure controls and procedures.  These steps include: (i) updating our disclosure controls and procedures to require that all agreements entered into by the Company be provided to multiple individuals within the management team for evaluation; (ii) requiring that management confer with the Company’s legal counsel and independent auditors when questions as to the materiality or disclosure requirements for agreements arise; and (iii) providing additional education to the management team regarding the Company’s reporting requirements and obligations.

We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.  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 September 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.

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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 management 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.

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 2009 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 4 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.

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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 we could be deemed in breach of the agreement and required to return payments made to us.

We entered into an agreement with an early stage company which planned 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 agreement contemplated the 15kWh prototype would be delivered by May 30, 2009, but we have not yet delivered the 15kWh prototype. In April 2009 we also granted the customer an option for 60 days to enter into an exclusive license agreement with us for 50 years for the sale of our 15 kWh wind turbines and larger upon the payment of a $6.0 million license fee. The option was subject to extension if our due diligence provided to them was not reasonably acceptable. The customer paid a $10,000 fee for the option but has not paid the $6.0 million license fee. We received a letter from the customer dated September 10, 2009 purporting to terminate the agreement based on our failure to deliver the prototype, and the option based on the failure to provide due diligence, and demanding the return of $60,000 provided to the Company. Specifically, section 4 of the option agreement required that the Company provide the customer with documentation on our fluid driven vacuum enhanced generator patent (United States Patent No. 6655907, issued December 2, 2003), information about our patent applications, and evidence that WindTamer has the authority to grant such exclusive rights to Alternative Wind Resources, LLC.  The Company provided copies of our patent for that subject matter as well as patent pending applications.  The Company believes that it has complied with these provisions of the agreement and intends to dispute the customer's claims that it did not provide such information.  The Company plans to proceed to terminate the agreements and to dispute these requests although there can be no assurance that it will be successful. If we are not successful in disputing the claims we may be required to return the $60,000 in payments which could have a material adverse effect on our capital plans over the next twelve months, and could require that we raise additional capital sooner than planned if we are not able to generate sufficient capital from operations.

If the agreement or option is not ultimately deemed terminated, 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.

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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.

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.

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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.

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.

If we fail to maintain an effective system of disclosure controls and procedures, we may not be able to accurately report information required to be disclosed by the Company under the Securities Exchange Act of 1934, as amended. As a result, current and potential shareholders could lose confidence in our public reporting, which could have a negative impact on our stock price.

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, we are required to include in our Quarterly Reports on Form 10-Q and our Annual Report on Form 10-K our assessment of the effectiveness of our disclosure controls and procedures.  Our Chief Executive Officer and Chief Financial Officer determined that our disclosure controls and procedures were ineffective as of September 30, 2009.  The ineffectiveness of our disclosure controls and procedures related to the Company’s failure to timely disclose a material agreement.  If we cannot adequately maintain the effectiveness of our disclosure controls and procedures, current and potential shareholders could lose confidence in our public reporting and we may be subject to liability and/or sanctions or investigation by regulatory authorities, such as the Securities and Exchange Commission, either of which could adversely affect our financial results and the market price of our common stock.

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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 October 21, 2009 for a summary of our previously reported sales of unregistered securities. Since the date of the Registration Statement on Form S-1 filed October 21, 2009, there have been no material developments in previously reported sales of unregistered securities, except as set forth below.

On November 5, 2009, the Company issued 15,340,000 shares of common stock to 100 Demetrios Inc., 200 Anastasios Inc., 300 Ioannis Inc., 400 Terry Inc., 500 Sofia Inc., 111 EJH, Inc., 609 MTH, Inc., 10 EJH, Inc., and Charles LaLoggia, upon the exercise of vested stock options initially granted to consultants Michael Hughes, Peter Kolokouris and Charles LaLoggia in July and November 2008.  The options had an exercise price of $0.05 per share and the Company received total proceeds of $767,000.  The transactions were exempt from registration under Sections 4(2) and 4(6) of the Securities Act.  The shares were issued in transactions not involving a public offering and only to accredited investors.   Each of the option holders is an accredited investor as defined under the Securities Act, was knowledgeable about the Company’s operations and financial condition and had access to such information. The transactions did not involve any form of general solicitation. The shares issued upon exercise of the options are restricted from resale and were acquired for investment purposes only.

On November 5, 2009, the Company issued 400,000 shares of common stock each to Jesse Brock and Richard Brock, at the exercise price of $0.05 per share, for total proceeds of $40,000 upon the exercise of options granted under the Company’s 2008 Equity Incentive Plan in November 2008, before the Company became subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act.  The transactions were exempt from registration under Rule 701 of the Securities Act. The shares were issued in transactions not involving a public offering.  Jesse Brock is the son, and Richard Brock is the brother of the Company’s Chairman and Chief Executive Officer, Gerald Brock.  Jesse Brock served as a consultant to the Company and assisted in building WindTamer prototypes.  Richard Brock has also served as a consultant to the Company in connection with production model development, assembly, and installation. Each person was knowledgeable about the Company's operations and financial condition and had access to such information. The transactions did not involve any form of general solicitation. The shares issued upon exercise of the options are restricted from resale and were acquired for investment purposes only.

Item 3.  Defaults Upon Senior Securities

None.

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

None

Item 5.  Other Information

None

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Item 6.  Exhibits

(a)	Exhibits:
	10.1	Form of Lock-Up Agreement with Eugene R. Henn, George Naselaris, and Anthony C. Romano Jr., each dated as of July 10, 2009 (incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by WindTamer Corporation dated July 15, 2009 (File No. 000-53510)).
	10.2	Lock-Up Agreement with Gerald E. Brock dated as of July 10, 2009 (incorporated herein by reference to Exhibit 10.2 of the Current Report on Form 8-K filed by WindTamer Corporation dated July 16, 2009 (File No. 000-53510)).
	10.3	Lock-Up Agreement with John Schwartz dated as of July 10, 2009 (incorporated herein by reference to Exhibit 10.3 of the Current Report on Form 8-K filed by WindTamer Corporation dated July 16, 2009 (File No. 000-53510)).
	10.4	Lock-Up Agreement with Jesse Brock dated as of July 10, 2009 (incorporated herein by reference to Exhibit 10.4 of the Current Report on Form 8-K filed by WindTamer Corporation dated July 16, 2009 (File No. 000-53510)).
	10.5	Employment Agreement between WindTamer Corporation and Gerald Brock effective as of July 14, 2009 (incorporated herein by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by WindTamer Corporation dated July 16, 2009 (File No. 000-53510)).
	10.6	Form of WindTamer Corporation Stock Option Award Agreement with employees/consultants under 2008 Equity Incentive Plan (incorporated by reference herein to Exhibit 10.15 to the Registration Statement on Form S-1 of WindTamer Corporation dated July 16, 2009 (File No. 333-157304)).
	10.7	Agreement for Limited Research between WindTamer Corporation and Clarkson University dated August 18, 2009 (incorporated by reference herein to Exhibit 10.1 to the Current Report on Form 8-K filed by WindTamer Corporation dated August 21, 2009 (File No. 000-53510)).
	10.8	Lease Agreement between WindTamer Corporation and Court Street Complex, LLC dated August 20, 2009 (incorporated by reference herein to Exhibit 10.2 to the Current Report on Form 8-K filed by WindTamer Corporation dated August 21, 2009 (File No. 000-53510)).
	10.9	Option Agreement between WindTamer Corporation and Alternative Wind Resources, LLC, dated April 29, 2009 (incorporated by reference herein to Exhibit 10.24 to the Registration Statement on Form S-1 of WindTamer Corporation dated September 16, 2009 (File No. 333-157304)).
	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.

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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)
November 5, 2009
		By:	/s/ GERALD E. BROCK
		Name:	Gerald E. Brock
		Title:	Chief Executive Officer and
			Chief Financial Officer

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