U.S. Securities and Exchange Commission


Washington, D.C. 20549





Form 10-K/A


(Amendment No. 1)





(Mark One)


[ X ]           ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the fiscal year ended September 30, 2009





OR





[    ]           TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934











Commission File Number1-13776








GreenMan Technologies, Inc.


( Name of small business issuer  in its charter)








Delaware
71-0724248(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)205 South Garfield, Carlisle, Iowa
50047(Address of principal executive offices)
(Zip Code)








Issuer’s telephone number  (781) 224-2411





Securities registered pursuant to Section 12 (g) of the Exchange Act:





Title of each class





Common Stock, $ .01 par value


(Title of each class)








Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes |_|  No |X|





Indicate by check mark if the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.  Yes |_|  No |X|





Indicate by check mark whether the issuer (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 |_|





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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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes |X|  No |_|





Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    [X]





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 Act (Check one):
 
 |_|   Large Accelerated Filer

|_|   Accelerated Filer|_|   Non-accelerated Filer  (do not check if a smaller reporting company)

|X|   Smaller reporting company
 
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes |_|  No |X|
  The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of March 31, 2009, the last business day of the registrant’s most recent completed second quarter was $5,149,000.
 
 As of January 6, 2010, 33,077,310 shares of common stock of issuer were outstanding.


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EXPLANATORY PARAGRAPH






This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends our Annual Report on Form 10-K for the fiscal year ended September 30, 2009, originally filed on January 13, 2010 (the “Original Annual Report”). We are filing this Amendment inresponse to certain comments made by the staff of the Securities and Exchange Commission (the “SEC”) with respect to the Original Annual Report. The sole purpose of this Amendment is to file revised and currently dated certifications of our Chief Executive Officer and Chief Financial Officer (Exhibits 31.1 and 31.2, respectively) to reflect the staff’s comments. As permitted by, and in accordance with SEC staff guidance, because the Company is not including financial statements in this Amendment, paragraph 3 of each of these certifications has been removed.




Except as described above, no attempt has been made in this Amendment to modify or update other disclosures presented in the Original Annual Report. This Amendment does not reflect events occurring after the filing of the Original Annual Report or modify or update those disclosures, including the exhibits to the Original Annual Report affected by subsequent events. Accordingly, this Amendment should be read in conjunction with our filings with the SEC subsequent to the filing of the Original Annual Report, including any amendments to those filings.










Item 15.    Exhibits, Financial Statement Schedules





(b)         The following exhibits are filed with this report:





31.1

--
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a)31.2

--
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a)


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SIGNATURES








In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.




GreenMan Technologies, Inc.





/s/ Lyle Jensen


Lyle Jensen


Chief Executive Officer





In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.





Signature
Title(s)
Date/s/ Maurice E. Needham
Chairman of the Board
March 19, 2010Maurice E. Needham/s/ Lyle Jensen
Chief Executive Officer, President
March 19, 2010Lyle Jensen
and Director/s/ Charles E. Coppa
Chief Financial Officer,Charles E. Coppa
Treasurer and Secretary

(Principal Financial Officer and Principal

Accounting Officer)
March 19, 2010/s/ Lew F. Boyd
Director
March 19, 2010Lew F. Boyd/s/ Dr. Allen Kahn
Director
March 19, 2010Dr. Allen Kahn/s/ Kevin Tierney, Sr.
Director
March 19, 2010Kevin Tierney, Sr.











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