U.S. Securities and Exchange Commission

Washington, D.C. 20549



Form 10-K

(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, 2010



OR



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





Commission File Number 1-13776



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 |_|



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 |_|  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 ]



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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 theAct.(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, 2010, the last business day of the registrant’s most recent
completed second quarter was approximately $9,505,000.



As of January 13, 2011, 35,450,060 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, 2010, originally filed on January 13, 2011 (the “Original
Annual Report”). We are filing this Amendment for the sole purpose of restating Item 12 in its entirety to include information
inadvertently omitted from the Original Annual Report. Except as noted, 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
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters



The
following tables set forth certain information regarding beneficial ownership of our common stock as of September 30, 2010:

·by
each of our directors and executive officers;

·by
all of our directors and executive officers as a group; and

·by
each person (including any “group” as used in Section 13(d) of the Securities Exchange Act of 1934) who is known by
us to own beneficially 5% or more of the outstanding shares of common stock.

Unless otherwise
indicated below, to the best of our knowledge, all persons listed below have sole voting and investment power with respect to their
shares of common stock, except to the extent authority is shared by spouses under applicable law. As of September 30, 2010, 33,300,060
shares of our common stock were issued and outstanding.

Security Ownership of Management and
Directors



|Name (1)                                          | Number of Shares
        Beneficially Owned
        (2) | Percentage
        of Class (2)
|------------------------------------------------- | ------------------------------------------------------- | -------------------------------
|Dr. Allen Kahn (3)                                | 4,694,250                                               |                                
|Maury Needham (4)                                 | 1,675,839                                               |                                
|Lyle Jensen (5)                                   | 1,593,522                                               |                                
|Charles E. Coppa (6)                              | 746,028                                                 |                                
|Lew F. Boyd (7)                                   | 417,678                                                 |                                
|Kevin Tierney, Sr. (8)                            | 39,000                                                  |                                
|Thomas Galvin                                     | 25,000                                                  |                                
|All officers and directors as a group (7 persons) | 9,191,317                                               |                                
|                                                  |                                                         |                                
|* less than 1%                                    |                                                         |                                

_____________________________

(1)	Except
as noted, each person’s address is care of GreenMan Technologies, Inc., 205 South Garfield, Carlisle,
Iowa, 50047.

(2)	Pursuant
to the rules of the Securities and Exchange Commission, shares of common stock that an individual or group has a right to acquire
within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purpose of computing the percentage
ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership
of any other person shown in the table.

(3)	Includes
57,500 shares of common stock issuable pursuant to immediately exercisable stock options.

(4)	Includes
297,500 shares of common stock issuable pursuant to immediately exercisable stock options. Also includes 59,556 shares of common
stock owned by Mr. Needham’s wife.

(5)	Includes
858,500 shares of common stock issuable pursuant to immediately exercisable stock options.

(6)	Includes
264,100 shares of common stock issuable pursuant to immediately exercisable stock options.

(7)	Includes
91,500 shares of common stock issuable pursuant to immediately exercisable stock options.

(8)	Includes
10,000 shares of common stock issuable pursuant to immediately exercisable stock options





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PART IV

Item 15. 	Exhibits,
Financial Statement Schedules



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



|Exhibit No. |  | Description
|----------- |  | -----------
|31.1        |  | --         
|31.2        |  | --         







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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                                                                                  | January 19, 2011
|Maurice E. Needham     |                                                                                                        |                 
|/s/ Lyle Jensen        | Chief Executive Officer, President                                                                     | January 19, 2011
|Lyle Jensen            | and Director                                                                                           |                 
|/s/ Charles E. Coppa   | Chief Financial Officer,                                                                               |                 
|Charles E. Coppa       | Treasurer and Secretary
        (Principal Financial Officer and Principal
        Accounting Officer) | January 19, 2011
|/s/ Lew F. Boyd        | Director                                                                                               | January 19, 2011
|Lew F. Boyd            |                                                                                                        |                 
|/s/ Dr. Allen Kahn     | Director                                                                                               | January 19, 2011
|Dr. Allen Kahn         |                                                                                                        |                 
|/s/ Kevin Tierney, Sr. | Director                                                                                               | January 19, 2011
|Kevin Tierney, Sr.     |                                                                                                        |                 
|/s/ Thomas Galvin      | Director                                                                                               | January 19, 2011
|Thomas Galvin          |                                                                                                        |                 







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