Edgar Filing: GREENMAN TECHNOLOGIES INC

U.S. Securities and Exchange Commission
Washington, D.C. 20549

Form 10-QSB

Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934

For Quarter Ended March 31, 2002 Commission File Number 1-13776
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GreenMan Technologies, Inc.
---------------------------

(Exact name of small business issuer as specified in its charter)

Delaware 71-0724248
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

7 Kimball Lane, Building A, Lynnfield, MA 01940
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(Address of principal executive offices) (Zip Code)

Issuer's telephone number, including area code (781) 224-2411
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---------------------------------------------------
(Former name, former address and former fiscal year, if
changed since last report.)

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 |_|

Number of shares outstanding as of May 1, 2002

Common Stock, $.01 par value, 14,717,601 shares

GreenMan Technologies, Inc.
Form 10-QSB
Quarterly Report
March 31, 2002

Table of Contents

PART I - FINANCIAL INFORMATION Page
----

Item 1. Financial Statements (*)

Unaudited Condensed Consolidated Balance Sheets as of
September 30, 2001 and March 31, 2002 3

Unaudited Condensed Consolidated Statements of Income
for the three and six months ended March 31, 2001 and 2002 4

Unaudited Condensed Consolidated Statement of Changes in
Stockholders' Equity for the six months ended March 31, 2002 5

Unaudited Condensed Consolidated Statements of Cash Flows for
the six months ended March 31, 2001 and 2002 6

Notes to Unaudited Condensed Consolidated Financial Statements 7-10

Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 11-14

PART II - OTHER INFORMATION

Item 1. Legal Proceedings 15

Item 2. Changes in Securities 15

Item 3. Defaults Upon Senior Securities 15

Item 4. Submission of Matters to a Vote of Security Holders 15

Item 5. Other Information 15

Item 6. Exhibits and Reports on Form 8-K 16

Signatures 17

* The financial information at September 30, 2001 has been taken from
audited financial statements at that date and should be read in
conjunction therewith. All other financial statements are unaudited.

GreenMan Technologies, Inc.
Unaudited Condensed Consolidated Balance Sheets

September 30, March 31,
2001 2002
------------ ------------

ASSETS
Current assets:
Cash and cash equivalents ............................................ $ 428,075 $ 907,169
Accounts receivable, trade, less allowance for doubtful accounts of
$118,586 and $119,282 as of September 30, 2001 and March 31, 2002 3,447,071 2,554,224
Equipment held for sale .............................................. 250,000 250,000
Other current assets ................................................. 791,575 971,355
------------ ------------
Total current assets ........................................... 4,916,721 4,682,748
------------ ------------
Property, plant and equipment, net ..................................... 7,298,000 8,341,223
------------ ------------
Other assets:
Deferred loan costs .................................................. 373,963 330,973
Goodwill, net ........................................................ 2,172,198 2,172,198
Note receivable ...................................................... 200,000 200,000
Other ................................................................ 292,890 533,582
------------ ------------
Total other assets ............................................. 3,039,051 3,236,753
------------ ------------
$ 15,253,772 $ 16,260,724
============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Notes payable, current ............................................... $ 1,411,412 $ 1,560,224
Accounts payable ..................................................... 2,612,400 1,882,061
Accrued expenses ..................................................... 1,025,559 1,033,826
Obligations under capital leases, current ............................ 239,287 301,334
Notes payable, related party ......................................... -- 575,000
------------ ------------
Total current liabilities ...................................... 5,288,658 5,352,445
Notes payable, related party ......................................... 575,000 --
Notes payable, non-current portion ................................... 4,730,460 5,857,275
Obligations under capital leases, non-current portion ................ 1,759,257 2,083,846
------------ ------------
Total liabilities ............................................... 12,353,375 13,293,566
------------ ------------

Stockholders' equity:
Preferred stock, $1.00 par value, 1,000,000 shares authorized; 320,000
shares issued and outstanding at September 30, 2001 .............. 3,200,000 --
Common stock, $.01 par value, 20,000,000 shares authorized; 13,648,231
and 14,655,873 shares issued and outstanding at September 30,2001
and March 31, 2002 ............................................... 136,482 146,559
Additional paid-in capital ........................................... 23,659,072 26,454,896
Accumulated deficit .................................................. (24,040,157) (23,579,297)
Notes receivable, common stock ....................................... (55,000) (55,000)
------------ ------------
Total stockholders' equity ..................................... 2,900,397 2,967,158
------------ ------------
$ 15,253,772 $ 16,260,724
============ ============

See accompanying notes to unaudited condensed consolidated financial statements.

GreenMan Technologies, Inc.
Unaudited Condensed Consolidated Statements of Income

Three Months Ended Six Months Ended
March 31, March 31, March 31, March 31,
2001 2002 2001 2002
------------ ------------ ------------ ------------

Net sales ....................................... $ 4,579,195 $ 5,560,649 $ 9,268,741 $ 11,869,423
Cost of sales ................................... 3,625,750 4,217,149 7,217,941 9,083,369
------------ ------------ ------------ ------------
Gross profit .................................... 953,445 1,343,500 2,050,800 2,786,054
------------ ------------ ------------ ------------
Operating expenses:
Selling, general and administrative ........... 778,536 925,324 1,605,308 1,854,071
------------ ------------ ------------ ------------
Total operating expenses .................... 778,536 925,324 1,605,308 1,854,071
------------ ------------ ------------ ------------
Operating profit ................................ 174,909 418,176 445,492 931,983
------------ ------------ ------------ ------------
Other income (expense):
Interest and financing costs .................. (247,308) (294,983) (498,814) (563,487)
Casualty loss ................................. (155,000) -- (155,000) --
Forgiveness of indebtedness ................... -- 60,811 -- 60,811
Other, net .................................... 419,575 25,014 412,421 32,253
------------ ------------ ------------ ------------
Other income (expense), net ................. 17,267 (209158) (241,393) (470,423)
------------ ------------ ------------ ------------
Net income before income taxes .................. 192,176 209,018 204,099 461,560
Income taxes .................................... -- (5,000) -- 700
------------ ------------ ------------ ------------
Net income ...................................... $ 192,176 $ 214,018 $ 204,099 $ 460,860
============ ============ ============ ============

Net income per share - basic .................... $ 0.01 $ 0.02 $ 0.02 $ 0.03
============ ============ ============ ============
Net income per share - diluted .................. $ 0.01 $ 0.01 $ 0.02 $ 0.03
============ ============ ============ ============

Weighted average shares outstanding - basic .... 13,348,231 13,993,701 13,348,231 13,817,048
============ ============ ============ ============

Weighted average shares outstanding - diluted ... 13,348,231 14,676,905 13,348,231 14,078,490
============ ============ ============ ============

See accompanying notes to unaudited condensed consolidated financial statements.

GreenMan Technologies, Inc.
Unaudited Condensed Consolidated Statement of Changes in Stockholders' Equity
Six Months Ended March 31, 2002

Notes
Preferred Stock Common Stock Additional Receivable
------------------- -------------------- Paid-in Accumulated Common
Shares Amount Shares Amount Capital Deficit Stock Total
-------- ----------- ---------- -------- ----------- ------------ -------- ----------

Balance, September 30, 2001 .. 320,000 $ 3,200,000 13,648,231 $136,482 $23,659,072 $(24,040,157) $(55,000) $2,900,397
Common stock issued for
business acquisitions ...... 10,000 100 8,860 8,960
Repurchase and retirement
of preferred stock ......... (320,000) (3,200,000) 100,000 1,000 1,699,000 (1,500,000)
Sale of common stock ......... 843,329 8,433 1,041,567 1,050,000
Common stock issued upon
exercise of stock options .. 54,313 544 46,397 46,941
Net income for the six months
ended March 31, 2002 ....... -- -- -- -- -- 460,860 -- 460,860
-------- ----------- ---------- -------- ----------- ------------ -------- ----------
Balance, March 31, 2002 ...... -0- $ -0- 14,655,873 $146,559 $26,454,896 $(23,579,297) $(55,000) $2,967,158
======== =========== ========== ======== =========== ============ ======== ==========

See accompanying notes to unaudited condensed consolidated financial statements.

GreenMan Technologies, Inc.
Unaudited Condensed Consolidated Statements of Cash Flow

Six Months Ended
March 31, March 31,
2001 2002
----------- -----------

Cash flows from operating activities:
Net income ........................................................ $ 204,099 $ 460,860
Adjustments to reconcile net income to net cash
provided by operating activities:
Loss on disposal of property, plant and equipment ................. 29,711 917
Amortization of deferred financing costs .......................... 50,085 42,990
Depreciation and amortization ..................................... 823,787 831,675
Forgiveness of indebtedness ....................................... -- (60,811)
(Increase) decrease in assets:
Accounts receivable ............................................. 280,990 892,847
Insurance claim receivable ...................................... (437,525) --
Other current assets ............................................ (4,597) (179,780)
Increase (decrease) in liabilities:
Accounts payable ................................................ (301,486) (762,770)
Other current liabilities ....................................... 76,604 8,267
----------- -----------
Net cash provided by (used for) operating activities ......... 721,668 1,234,195
----------- -----------
Cash flows from investing activities:
Purchase of property and equipment ................................ (398,408) (1,240,496)
Proceeds on disposal of property and equipment .................... 100,000 --
(Increase) in equipment deposits .................................. (467,488) --
(Increase) decrease in other assets ............................... (47,203) (245,592)
----------- -----------
Net cash provided (used) by investing activities ............. (813,099) (1,486,088)
----------- -----------
Cash flows from financing activities:
Net advances under line of credit ................................. (1,255,675) (1,203)
Repayment of notes payable ........................................ (3,404,789) (537,538)
Proceeds from notes payable ....................................... 5,334,093 314,349
Net proceeds notes payable, related party ......................... 200,000 --
Principal payments on obligations under capital leases ............ (95,866) (141,562)
Deferred loan costs ............................................... (396,000) --
Net proceeds from the sale of common stock ........................ -- 1,050,000
Net proceeds from exercise of stock options ....................... -- 46,941
----------- -----------
Net cash provided by (used for) financing activities ............ (381,763) 730,986
----------- -----------
Net increase in cash ................................................ 290,332 479,094
----------- -----------
Cash and cash equivalents at beginning of period .................... 52,589 428,075
----------- -----------
Cash and cash equivalents at end of period .......................... $ 342,921 $ 907,169
=========== ===========
Supplemental cash flow information:
Machinery and equipment acquired under capital leases ............. $ 207,020 $ 528,200
Interest paid ..................................................... 406,742 524,669
Note payable issued in connection with Preferred Stock repurchase . -- 1,500,000
Common stock issued in connection with acquisitions ............... -- 8,960

See accompanying notes to unaudited condensed consolidated financial statements.

GreenMan Technologies, Inc.
Notes To Unaudited Condensed Consolidated Financial Statements
March 31, 2002

1. Business

GreenMan Technologies, Inc. ("GreenMan" or the "Company") was organized in
1992 and is engaged in the business of collecting, processing and marketing
scrap tires in whole or shredded form. The shredding operations are located in
Jackson, Georgia; Savage, Minnesota; Kewaskum, Wisconsin and Ada, Oklahoma.
GreenMan also supplies whole tires to cement kilns located in the states of
Tennessee, Georgia, Florida, Michigan, Texas and Oklahoma.

In April 2001, Technical Tire Recycling, Inc. ("TTRI"), a newly formed
wholly-owned subsidiary of GreenMan, acquired the net operations of Tennessee
Tire Recyclers, Inc. TTRI is a Tennessee based company that procures whole scrap
tires to be used as an alternative fuel to several of the largest cement
companies in North America. TTRI currently provides scrap tire collection and
disposal services in the states of Florida, Michigan, Texas and Oklahoma.

In October 2001 all Georgia and Tennessee based tire collection and
disposal operations of Technical Tire Recycling were consolidated into GreenMan
Technologies of Georgia in order to maximize logistical and managerial resources
of GreenMan's southeastern U.S. operations.

2. Acquisition of Business

On January 1, 2002 GreenMan Technologies of Wisconsin, Inc. ("GreenMan
Technologies of Wisconsin") a newly formed wholly-owned subsidiary of GreenMan
Technologies of Minnesota acquired the operations and certain processing
equipment of An-Gun, Inc. ("An-Gun"), a Wisconsin based company in the business
of collecting, processing and marketing of scrap tires in the states of
Wisconsin, Illinois, Iowa, Michigan and Indiana. GreenMan Technologies of
Wisconsin paid approximately $78,000 in cash and 10,000 shares of GreenMan
common stock for the acquired assets. In addition, GreenMan Technologies of
Wisconsin, as lessee, executed long term leases for certain processing and
collection equipment and real estate with An-Gun and its affiliates. 3.
Formation of Joint Venture

In January 2002, GreenMan Technologies of Oklahoma, Inc., a newly formed
wholly-owned subsidiary of GreenMan ("GreenMan Technologies of Oklahoma"), and
Able Tire Company, LLC, a Burleson, Texas tire processor and collector formed
Able Tire of Oklahoma, LLC ("Able Tire of Oklahoma"). Able Tire of Oklahoma
collects, shreds and markets whole tires to the cement industry. GreenMan
Technologies of Oklahoma is the majority owner and has responsibility for
finance and administration while Able Tire is responsible for marketing and
operational management. The operations of GreenMan Technologies of Oklahoma are
included in the consolidated financial statements since operations commenced in
January 2002.

4. Basis of Presentation

The consolidated financial statements include the results of operations of
the Company's GreenMan Technologies of Minnesota, GreenMan Technologies of
Georgia, GreenMan Technologies of Wisconsin, Technical Tire Recycling, GreenMan
Technologies of Louisiana and GreenMan Technologies of Oklahoma subsidiaries.
All significant intercompany accounts and transactions are eliminated in
consolidation.

The financial statements are unaudited and should be read in conjunction
with the financial statements and notes thereto for the year ended September 30,
2001 included in GreenMan's Form 10-KSB. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to the Securities and Exchange Commission rules and regulations,
although management believes the disclosures which have been made are adequate
to make the information presented not misleading. The results of operations for
the periods reported are not necessarily indicative of those that may be
expected for a full year. In the opinion of management, all adjustments
(consisting only of normal recurring adjustments) which are necessary for a fair
statement of operating results for the interim periods presented have been made.

GreenMan Technologies, Inc.
Notes To Unaudited Condensed Consolidated Financial Statements
March 31, 2002

5. Net Income Per Share

Basic earnings per share represents income available to common stock
divided by the weighted average number of common shares outstanding during the
period. Diluted earnings per share reflects additional common shares that would
have been outstanding if potential dilutive common shares had been issued, as
well as any adjustment to income that would result from the assumed conversion.
Potential common shares that may be issued by GreenMan relate to outstanding
stock options and warrants (determined using the treasury stock method),
preferred stock and convertible debt. The assumed conversion of outstanding
dilutive stock options, warrants and preferred stock would increase the shares
outstanding but would not require an adjustment to income as a result of the
conversion.

Net income per common share has been computed based on the following:

Three Months Ended Six Months Ended
March 31, March 31, March 31, March 31,
2001 2002 2001 2002
----------- ----------- ----------- -----------

Net income applicable to common stock ............. $ 192,176 $ 214,018 $ 204,099 $ 460,860
=========== =========== =========== ===========

Average number of common shares outstanding ....... 13,348,231 13,993,701 13,348,231 13,817,048
Effect of dilutive options ........................ -- 683,204 -- 261,442
----------- ----------- ----------- -----------
Average number of common shares outstanding used to
calculate diluted net income per share .......... 13,348,231 14,676,905 13,348,231 14,078,490
=========== =========== =========== ===========

6. New Accounting Pronouncement

In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard (SFAS) No. 142, "Goodwill and Other Intangible
Assets". SFAS No. 142 eliminates the amortization of goodwill and
indefinite-lived intangible assets and initiates an annual review for
impairment. Identifiable intangible assets with a determinable useful life will
continue to be amortized. GreenMan adopted SFAS No. 142 effective October 1,
2001, which required GreenMan to cease amortization of its remaining net
goodwill balance and to perform an impairment test of its existing goodwill
based on a fair value concept within six months of fiscal 2002. Any transitional
impairment loss will be recorded in the first quarter as a change in accounting
principle. Management has reviewed the provisions of these statements but has
determined that no goodwill impairment loss will result. As of September 30,
2001 and March 31, 2002, GreenMan has net unamortized goodwill of $2,172,198 and
had no goodwill amortization expense for the three and six months ended March
31, 2002.

7. Property, Plant and Equipment

Property, plant and equipment consists of the following:

September 30, March 31, Estimated
2001 2002 Useful Lives
------------ ------------ -----------
Land ................................ $ 336,365 $ 336,365
Buildings ........................... 1,939,040 1,915,608 10-20 years
Machinery and equipment ............. 5,386,636 6,547,496 5-10 years
Furniture and fixtures .............. 122,617 139,815 3-5 years
Motor vehicles ...................... 3,774,152 4,483,410 3-10 years
------------ ------------
11,588,810 13,422,694
Less accumulated depreciation
and amortization .................. (4,260,810) (5,081,471)
------------ ------------
Property, plant and equipment, net .. $ 7,298,000 $ 8,341,223
============ ============

GreenMan Technologies, Inc.
Notes To Unaudited Condensed Consolidated Financial Statements
March 31, 2002

8. Segment Information

GreenMan operates in one business segment; the collecting, shredding and
marketing of scrap tires to be used as feedstock for tire derived fuel, civil
engineering projects and/or for further processing into crumb rubber.

9. Repurchase of Class B Convertible Preferred Stock

On February 14, 2002, GreenMan repurchased and retired all of the Class B
convertible Preferred Stock held by Republic Services of Georgia, Limited
Partnership ("RSLP") (as successor to United Waste Services, Inc.) for a
$1,500,000 promissory note bearing interest at 10% and due in February 2007 and
100,000 shares of common stock valued at $1.60 per share on the date of
issuance. The difference between the liquidation value of the preferred stock
and the consideration given has been charged to paid-in-capital.

On May 6, 2002, RSLP converted $750,000 of the principal amount of the
February 14, 2002 promissory note into 300,000 unregistered shares of GreenMan
common stock valued at $750,000. GreenMan issued RSLP a promissory note in the
principal amount of $743,750 bearing interest at 10% and due in March 2007.

10. Common Stock Transactions

In December 2001, a former director exercised 29,000 non-qualified options
to purchase unregistered shares common stock at prices ranging from $.59 to $.88
per share. In addition, the former director exercised 5,200 non-qualified stock
options using a net exercise feature, and was issued 313 shares of unregistered
common stock.

In February 2002, GreenMan commenced a private offering of unregistered
common stock in an effort to raise up to $2,000,000 in gross proceeds. As of
March 31, 2002, GreenMan has sold 843,329, shares of unregistered common stock
to investors including existing shareholders for gross proceeds of $1,050,000.
The investors have been granted limited registration rights to cause the Company
to register the common stock for resale in the event that GreenMan registers
shares of common stock for its own account and have agreed not to sell or
transfer the shares for a period of at least eighteen months after issuance.

In February 2002 a director of GreenMan exercised 25,000 options to
purchase common stock at $.88 per share.

11. Subsequent Events

On April 4, 2002 GreenMan Technologies of Iowa, Inc., ("GreenMan
Technologies of Iowa") a newly formed wholly-owned subsidiary of GreenMan
acquired all Iowa based tire collection and processing operations of Utah Tire
Recyclers, Inc. a Utah based company in the business of collecting, processing
and marketing of scrap tires. GreenMan Technologies of Iowa paid $1,980,000 in
the form of cash and long term debt for the acquired operations.

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

The following information should be read in conjunction with the unaudited
condensed consolidated financial statements and the notes thereto included in
Item 1 of the Quarterly Report, and the audited consolidated financial
statements and notes thereto and Management's Discussion and Analysis of
Financial Condition and Results of Operations contained in GreenMan's Form
10-KSB filed for the year ended September 30, 2001.

Results of Operations

Three Months ended March 31, 2002 Compared to the Three Months ended March
31, 2001

Net sales for the quarter ended March 31, 2002 increased 21% to $5,560,649
as compared to $4,579,195 for the quarter ended March 31, 2001. GreenMan
processed approximately 5.6 million passenger tire equivalents during the three
months ended March 31, 2002 as compared to approximately 4.8 million passenger
tire equivalents during the three months ended March 31, 2001. The overall
quality of revenue (revenue per passenger tire equivalent) improved due to the
impact of several tire pile cleanup projects and increased product sales at
GreenMan's Georgia operations. The results include the operations of our new
subsidiaries formed in connection with the acquisitions of Tennessee Tire
Recyclers, Inc. (acquired April 2001); An-Gun, Inc. (acquired January 2002) and
GreenMan's interest in our majority owned joint venture, Able Tire of Oklahoma,
LLC (commenced operations in January 02).

The gross margin for the quarter ended March 31, 2002 increased to 24% of
net sales as compared to 21% of net sales for the quarter ended March 31, 2001.
The increase is primarily attributable to the continued improvement of
GreenMan's southeastern U.S. operations and tire pile cleanup projects in the
mid-west.

Selling, general and administrative expenses for the quarters ended March
31, 2002 and 2001 were 17% of net sales.

GreenMan reported an operating profit of $418,176 for the quarter ended
March 30, 2002 compared to an operating profit of $174,909 for the quarter ended
March 31, 2001.

GreenMan had a net income of $214,018 or $.02 per basic share for the
quarter ended March 31, 2002 as compared to net income of $192,176 or $.01 per
basic share for the same 2001 period. The quarter ended March 31, 2001 includes
other income of $437,525 from an insurance settlement and a casualty loss of
$155,000 associated with a litigation settlement related to the August 1998 fire
at GreenMan Technologies of Louisiana.

Six Months ended March 31, 2002 Compared to the Six Months ended March 31, 2001

Net sales for the six months ended March 31, 2002 increased 28% to
$11,869,423 as compared to $9,268,741 for the six months ended March 31, 2001.
GreenMan processed approximately 11.4 million passenger tire equivalents during
the six months ended March 31, 2002 as compared to approximately 9.4 million
passenger tire equivalents during the same period in 2001. The results also
include the operations of our new subsidiaries formed in connection with the
acquisitions of Tennessee Tire Recyclers, Inc. (acquired April 2001); An-Gun,
Inc. (acquired January 2002) and GreenMan's interest in our majority owned joint
venture, Able Tire of Oklahoma, LLC (commenced operations in January 02).

The gross margin for the six months ended March 31, 2002 increased to 23%
of net sales as compared to 22% for the six months ended March 31, 2001. The
increase is primarily attributable to the continued improvement of GreenMan's
southeastern U.S. operations and tire pile cleanup projects in the mid-west.

Selling, general and administrative expenses for the six months ended
March 31, 2002 were 16% of sales as compared to 17% for the six months ended
March 31, 2001.

GreenMan reported an operating profit of $931,893 for the six months ended
March 31, 2002 as compared to an operating profit of $445,492 for the six months
ended March 31, 2001.

The six months ended March 31, 2001 includes other income of $437,525 from
an insurance settlement and a casualty loss of $155,000 associated with a
litigation settlement related to the August 1998 fire at GreenMan Technologies
of Louisiana.

GreenMan reported net income of $460,860 or $.03 per basic share for the
six months ended March 31, 2002 as compared to net income of $204,099 or $.02
per basic share for the six months ended March 31, 2001.

Environmental Liability

There are no known material environmental violations or assessments.

Liquidity and Capital Resources

Since its inception GreenMan has satisfied its capital requirements
through the sale of common and preferred stock and debt securities to investors;
loans from affiliated and unaffiliated lenders; the acquisition of machinery and
equipment through capital leases and notes payable; the issuance of common stock
and common stock options and warrants in lieu of cash for services rendered and
more recently, profits from operations.

GreenMan has incurred losses since its inception aggregating $23,579,297
and has a working capital deficiency of $669,697 at March 31, 2002. From 1998 to
2000, GreenMan divested and/or closed under-performing non-core operations and
eliminated the use of non-conventional financing methods which collectively have
contributed over $18.7 million of GreenMan's cumulative losses. Management
understands that GreenMan's continued existence is dependent on its ability to
sustain profitable status and/or to raise additional financing.

GreenMan's tire processing operations currently recover about 65% of the
incoming tires processed with the balance disposed of as waste wire processing
residual at a cost which exceeded $1,000,000 annually during the last two fiscal
years. In order to better position GreenMan for the future, GreenMan has
installed equipment at its Georgia facility to further process the waste wire
processing residual into saleable components of rubber and steel and provide not
only new sources of revenue but also reduce residual disposal costs. The
equipment was installed and tested during the last half of fiscal 2001 and
commenced commercial operation in October 2001. GreenMan Technologies of Georgia
has realized both increased product sales and reduced disposal costs as a result
of implementing this equipment.

GreenMan's Minnesota facility currently disposes of its processing residue
in landfills and is in the process of evaluating whether market conditions
warrant the implementation of similar equipment to recycle their waste wire
processing residual.

Private Offering of Common Stock

Repurchase of Class B Convertible Preferred Stock

Cautionary Statement

Information contained or incorporated by reference in this document
contains "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995, which statements can be identified by
the use of forward-looking terminology such as "may," "will," "would," "can,"
"could," "intend," "plan," "expect," "anticipate," "estimate" or "continue" or
the negative thereof or other variations thereon or comparable terminology. The
following matters constitute cautionary statements identifying important factors
with respect to such forward-looking statements, including certain risks and
uncertainties, that could cause actual results to differ materially from those
in such forward-looking statements.

Factors Affecting Future Results

There are several factors which may effect the future operating results of
GreenMan, including:

o the ability to successfully realize the anticipated ongoing cost reductions
and revenue enhancements associated with GreenMan's waste wire processing
project;

o the ability to successfully integrate the An-Gun, Inc. and Utah Tire
acquisitions into GreenMan and realize the anticipated benefits;

o a significant part of GreenMan's business strategy entails future
acquisitions, or significant investments in businesses that offer
complementary products, services and technologies. Any acquisition of a
business is accompanied by certain risks including, but not limited to:

- the ability to integrate future acquisitions without significant
disruption to the Company's ongoing business;

- distraction of management from the Company's on-going business;

- overpaying for the entity or assets acquired; and

- the dilutive impact to existing shareholder's stock positions and
earnings per share of common stock from the potential issuance of
common stock or rights to purchase common stock used in future
acquisitions.

o the delisting of GreenMan's common stock from the Nasdaq Small Cap Stock
Market and the effect on the market for, and potentially the market price
of, GreenMan's common stock; and

o general economic conditions.

GreenMan's plans and objectives are based on assumptions that it will be
successful in receiving additional financing to fund future growth and that
there will be no material adverse change in GreenMan's operations or business.
There can be no assurance that GreenMan will obtain such financing on acceptable
terms, or at all.

Assumptions relating to the foregoing involve judgments with respect to,
among other things, future economic, competitive and market conditions, all of
which are difficult or impossible to predict accurately and many of which are
beyond the control of GreenMan. As a result, there can be no assurance that
GreenMan will be able to sustain profitability on a quarterly or annual basis.
In light of the significant uncertainties inherent in GreenMan's business,
forward-looking statements made in this report should not be regarded as a
representation by GreenMan or any other person that the objectives and plans of
GreenMan will be achieve.

PART II - OTHER INFORMATION

Item 2. Changes in Securities

On January 1, 2002 the Company issued 10,000 shares of its common
stock in consideration of a non-competition agreement associated
with the acquisition of certain assets of An-Gun, Inc. Exemption
from registration for this transaction is claimed under Section 4(2)
of the Securities Act of 1933, as amended (the "Securities Act")

On February 1, 2002 the Company issued 25,000 shares of its common
stock upon exercise of stock options. Exemption from registration
for this transaction is claimed under Section 4(2) of the Securities
Act.

On February 14, 2002 the Company issued 100,000 shares of its common
stock to Republic Services of Georgia, LLP in connection with the
repurchase of the Class B Preferred Stock held by Republic.
Exemption from registration for this transaction is claimed under
Section 4(2) of the Securities Act.

During the three months ended March 31, 2002 the Company issued
843,329 shares of its common stock in connection with a private
placement of shares of common stock. Exemption from registration for
these transactions is claimed under Rule 506 of Regulation D,
promulgated under the Securities Act.

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

The Company conducted a Special Meeting in lieu of an Annual Meeting
of Stockholders on February 20, 2002. The matters considered at the
meeting were election of four members of the Board of Directors and
ratify a proposal for the selection of the firm of Wolf & Company,
P.C. as independent auditors for the fiscal year ending September
30, 2002.

The results of each vote was as follows:

For Against Abstain
---------- --------- ----------

Vote 1 - Election of four (4) members of the
Board of Directors.............................. 12,291,261 62,123 1,324,223

Vote 2 - Proposal to ratify the selection of
Wolf & Company, P.C. as independent auditors
for the fiscal year ending September 30, 2002... 12,337,581 8,190 7,613

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

Exhibit 4 Form of Stock Subscription Agreement

Exhibit 10.1 Stock Repurchase Agreement by and between GreenMan
Technologies, Inc. and Republic Services of
Georgia, LP, dated February 14, 2002.

Exhibit 10.2 Promissory Note in the amount of $1,500,000 issued
by GreenMan Technologies, Inc. dated February
14, 2002.

Exhibit 11 Statement Regarding Net Income Per Share

(b) Reports on Form 8-K

There were no reports filed on Form 8-K during the quarter ended
March 31, 2002.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1934 , the
Registrant certifies that it has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

By: GreenMan Technologies, Inc.

/s/ Robert H. Davis
---------------------------
Robert H. Davis
Chief Executive Officer

By: GreenMan Technologies, Inc.

/s/ Charles E. Coppa
---------------------------
Chief Financial Officer