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 December 31, 2002 Commission File Number 1-13776
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GreenMan Technologies, Inc.
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(Exact name of small business issuer as specified in its charter)

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

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 February 1, 2003
Common Stock, $.01 par value, 15,698,214 shares

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

Table of Contents

PART I - FINANCIAL INFORMATION

Page
----

Item 1. Financial Statements (*)

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

Unaudited Condensed Consolidated Statements of Operations
for the three months ended December 31, 2002 and 2001 4

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

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

Notes to Unaudited Condensed Consolidated Financial Statements 7-9

Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 10-12

Item 3. Controls and Procedures 13

PART II - OTHER INFORMATION

Item 2. Changes in Securities 14

Item 5. Certification Under Sarbanes-Oxley Act 14

Item 6. Exhibits and Reports on Form 8-K 14

Signatures 15

* The financial information at September 30, 2002 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

December 31, September 30,
2002 2002
------------ ------------
ASSETS

Current assets:
Cash and cash equivalents ......................................................... $ 1,125,477 $ 780,497
Accounts receivable, trade, less allowance for doubtful accounts of $123,343 and
$196,920 as of December 31, 2002 and September 30, 2002 ........................ 3,542,476 4,072,535
Equipment held for sale ........................................................... 213,333 213,333
Product inventory ................................................................. 330,705 133,530
Other current assets .............................................................. 1,082,586 1,151,923
------------ ------------
Total current assets ........................................................ 6,294,577 6,351,818
------------ ------------
Property, plant and equipment, net .................................................. 11,120,167 10,845,337
------------ ------------
Other assets:
Deferred loan costs ............................................................... 293,393 313,603
Goodwill, net ..................................................................... 3,413,894 3,413,894
Customer relationship intangibles, net ............................................ 244,325 247,475
Note receivable ................................................................... -- 200,000
Other ............................................................................. 772,305 581,117
------------ ------------
Total other assets .......................................................... 4,723,917 4,756,089
------------ ------------
$ 22,138,661 $ 21,953,244
============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable, current ............................................................ $ 3,020,150 $ 2,743,187
Accounts payable .................................................................. 2,405,853 2,576,647
Accrued expenses .................................................................. 1,301,243 1,184,261
Obligations under capital leases, current ......................................... 416,454 345,090
------------ ------------
Total current liabilities ................................................... 7,755,367 6,849,185
Notes payable, related party .................................................... 575,000 575,000
Notes payable, non-current portion .............................................. 7,028,334 6,789,932
Obligations under capital leases, non-current portion ........................... 2,123,871 2,176,000
------------ ------------
Total liabilities ........................................................... 16,870,905 16,390,117
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Stockholder's equity:
Preferred stock, $1.00 par value, 1,000,000 shares authorized, none outstanding ... -- --
Common stock, $.01 par value, 20,000,000 shares authorized: 15,698,214 and
15,654,665 shares issued and outstanding at December 31, 2002 and
September 30, 2002 ............................................................. 156,982 156,547
Additional paid-in capital ........................................................ 28,533,475 28,473,710
Accumulated deficit ............................................................... (23,377,701) (23,022,130)
Notes receivable, common stock .................................................... (45,000) (45,000)
------------ ------------
Total stockholders' equity .................................................. 5,267,756 5,563,127
------------ ------------
$ 22,138,661 $ 21,953,244
============ ============

See accompanying notes to unaudited condensed consolidated financial statements

GreenMan Technologies, Inc.
Unaudited Condensed Consolidated Statements of Operations

Three Months Ended
December 31,
2002 2001
----------- -----------
Net sales ...................................... $ 7,963,457 $ 6,308,300
Cost of sales .................................. 6,580,184 4,865,745
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Gross profit ................................... 1,383,273 1,442,555
----------- -----------
Operating expenses:
Selling, general and administrative ........ 1,379,315 930,944
----------- -----------
Total operating expenses ............... 1,379,315 930,944
----------- -----------
Operating profit ............................... 3,958 511,611
----------- -----------
Other income (expense):
Interest and financing costs ............... (369,953) (259,068)
Other, net ................................. 10,974 --
----------- -----------
Other (expense), net ................... (358,979) (259,068)
----------- -----------

Net income (loss) before income taxes .......... (355,021) 252,543
Income taxes ................................... (550) (5,700)
----------- -----------
Net income (loss) .............................. $ (355,571) $ 246,843
=========== ===========

Net income (loss) per share - basic ............ $ (.02) $ .02
=========== ===========

Net income (loss) per share - diluted .......... $ (.02) $ .02
=========== ===========

Weighted average shares outstanding - basic .... 15,676,479 13,648,550
=========== ===========

Weighted average shares outstanding - diluted .. 15,676,479 14,341,992
=========== ===========

See accompanying notes to unaudited condensed consolidated financial statements.

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

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

Balance, September 30, 2002 ........... 15,654,665 $156,547 $28,473,710 $(23,022,130) $(45,000) $5,563,127

Common stock issued upon exercise of
stock options ....................... 12,000 120 10,080 -- -- 10,200

Sale of common stock .................. 31,549 315 49,685 -- -- 50,000

Net loss for the three months ended
December 31, 2002 ................... -- -- -- (355,571) -- (355,571)
---------- -------- ----------- ------------ -------- ----------
Balance, December 31, 2002 ............ 15,698,214 $156,982 $28,533,475 $(23,377,701) $(45,000) $5,267,756
========== ======== =========== ============ ======== ==========

See accompanying notes to unaudited condensed consolidated financial statements.

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

Three Months Ended
December 31,
2002 2001
--------------------------

Cash flows from operating activities:
Net income (loss) ....................................... $ (355,571) $ 246,843
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation ............................................ 548,542 388,854
Loss on disposal of property, plant and equipment ....... 6,200 --
Amortization ............................................ 26,230 21,495
Decrease (increase) in assets:
Accounts receivable ................................. 530,059 568,175
Product inventory ................................... (197,175) --
Other current assets ................................ 69,337 (144,253)
(Decrease) increase in liabilities:
Accounts payable .................................... (170,794) (1,031,225)
Other current liabilities ........................... 116,982 316,476
----------- -----------
Net cash provided by operating activities ......... 567,789 366,365
----------- -----------
Cash flows from investing activities:
Purchase of property and equipment ...................... (727,947) (646,932)
Decrease (increase) in other assets ..................... 11,961 (241,620)
----------- -----------
Net cash used for investing activities ............ (715,986) (888,552)
----------- -----------
Cash flows from financing activities:
Deferred financing costs ................................ (6,021) --
Net advances under line of credit ....................... 146,516 305,278
Repayment of notes payable .............................. (399,130) (271,115)
Proceeds from notes payable ............................. 767,920 143,754
Principal payments on obligations under capital leases .. (82,389) (61,135)
Cash received upon exercise of stock options ............ 10,200 24,940
Net proceeds on sale of common stock .................... 50,000 --
----------- -----------
Net cash provided by financing activities ............. 493,177 141,722
----------- -----------
Net increase (decrease) in cash ............................. 344,980 (380,465)
Cash and cash equivalents at beginning of period ............ 780,497 428,075
----------- -----------
Cash and cash equivalents at end of period .................. $ 1,125,477 $ 47,610
=========== ===========

Supplemental cash flow information:
Machinery and equipment acquired under capital leases ... $ 101,623 $ --
Interest paid ........................................... 350,451 213,654
Taxes paid .............................................. 550 45,800

See accompanying notes to unaudited condensed consolidated financial statements

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

1. Business

GreenMan Technologies, Inc. ("GreenMan" or the "Company") was founded in
1992 and today comprises seven operating locations that collect, process and
market scrap tires in whole, shredded or granule form. We are headquartered in
Lynnfield, Massachusetts and currently operate size reduction operations in
Georgia, Minnesota, Iowa, Wisconsin, California and Oklahoma and operate under
exclusive agreements to supply whole tires to cement kilns in located Tennessee,
Georgia, Illinois, Oklahoma, Florida and Texas.

2. Basis of Presentation

The consolidated financial statements include the results of operations of
GreenMan Technologies, Inc. and its wholly-owned and majority-owned
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,
2002 included in GreenMan's Annual Report on 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.

3. Net Income (Loss) 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. Basic and diluted net loss per share are
the same for the three months ended December 31, 2002, since the effect of the
inclusion of all outstanding options and warrants would be anti-dilutive. The
assumed conversion of outstanding dilutive stock options, warrants and preferred
stock for the three months ended December 31, 2001 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 for
the three months ended December 31, 2001:

Net income applicable to common stock........................ $ 246,843
===========

Average number of common shares outstanding.................. 13,648,550
Effect of dilutive options................................... 693,442
-----------
Average number of common shares outstanding used
to calculate diluted net income per share.................. 14,341,992
===========

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

4. New Accounting Pronouncement

In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting 141, "Business Combinations" and Standard
(SFAS) No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141 applies to
all business combinations with a closing date after June 30, 2001 and eliminates
the pooling-of-interests method of accounting and further clarifies the criteria
for recognition of intangible assets separately from goodwill. 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. As of December 31,
2002 and September 30, 2002, GreenMan has net unamortized goodwill of
$3,413,894.

In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations". This statement establishes standards for accounting for
obligations associated with the retirement of tangible long-lived assets, and is
effective for fiscal years beginning after June 15, 2002.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets". This statement addresses financial
accounting and reporting for the impairment and disposal of long-lived assets,
and is effective for fiscal years beginning after December 15, 2001.

In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities". SFAS No. 146 requires companies to
recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or disposal plan.
SFAS No. 146 will be applied prospectively to any exit or disposal activities
initiated after December 31, 2002. GreenMan has adopted SFAS No. 143 and SFAS
No. 144 in the first quarter of fiscal 2003, such adoption did not impact its
financial position and results of operations. GreenMan does not expect the
future adoption of SFAS No. 146 to impact its financial position and results of
operations.

5. Property, Plant and Equipment

Property, plant and equipment consists of the following:

December 31, September 30, Estimated
2002 2002 Useful Lives
----------- ----------- ------------

Land ..................................... $ 336,365 $ 336,365
Buildings ................................ 2,405,814 2,245,891 10-20 years
Machinery and equipment .................. 9,242,277 7,875,139 5-10 years
Furniture and fixtures ................... 278,808 169,721 3-5 years
Motor vehicles ........................... 5,440,373 5,410,434 3-10 years
Construction in progress ................. -- 848,515
----------- -----------
17,703,637 16,886,065
Less accumulated depreciation
and amortization (6,583,470) (6,040,728)
----------- -----------
Property, plant and equipment, net $11,120,167 $10,845,337
=========== ===========

6. 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.

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

7. Common Stock Transactions

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
(subsequently increased to $3,000,000 in August 2002). As of December 31, 2002,
the Company has sold 1,361,892 shares of unregistered common stock to investors,
including existing shareholders, for gross proceeds of $2,003,603. 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. The investors have agreed not to sell or
transfer the shares for a period of at least 18 months after issuance.

In December 2002, 12,000 qualified options to purchase unregistered shares
of common stock were exercised at $.85 per share.

8. Subsequent Events

On February 5, 2003 GreenMan announced its intent to open a new
high-volume tire processing facility southeast of Nashville in LaVergne,
Tennessee. GreenMan will operate the facility under a new wholly-owned
subsidiary, GreenMan Technologies of Tennessee, Inc. Management estimates the
LaVergne facility will commence operations during April 2003.

On February 7, 2003, Southern Pacific Bank ("SPB") and it's wholly owned
subsidiary, Coast Business Credit ("CBC") were closed by the Commissioner of
Financial Institutions of the State of California and the Federal Deposit
Insurance Corporation ("FDIC") was appointed receiver of SPB and its
subsidiaries. Prior to its closure, CBC provided the GreenMan's main source of
working capital financing and long term debt. GreenMan is in compliance with all
covenants and other terms of its financing agreement with CBC.

On February 13, 2003, the FDIC notified GreenMan that its existing line of
credit would remain available for a minimum of six months under the existing
terms and conditions, and that, subject to continued compliance with all
financing covenants, GreenMan would be permitted to draw an additional $300,000
line of credit in addition to amounts currently outstanding. GreenMan believes
that the liquidity available under the line of credit will be sufficient to fund
its operations over this period, but recognizes it must refinance its CBC
obligations in the near future. GreenMan is currently evaluating several
financing alternatives in an effort to refinance the existing CBC obligations.
No assurances can be given that such refinancing will be concluded in the near
future on favorable terms, if at all. As of December 31, 2002, the unamortized
balance of deferred financing charges relating to this obligation was $239,400.

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, 2002.

Results of Operations

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

Net sales for the three months ended December 31, 2002 increased 26% or
$1,655,157 to $7,963,457 as compared to $6,308,300 for the three months ended
December 31, 2001. GreenMan processed 7.8 million passenger tire equivalents
during the three months ended December 31, 2002, as compared to 5.8 million
passenger tire equivalents for the three months ended December 31, 2001. The
increases are attributable to (1) the inclusion of the operations of three new
subsidiaries formed in connection with fiscal 2002 acquisitions and the majority
owned joint venture formed in fiscal 2002 and (2) increased end product revenue
which accounted for 19% of consolidated revenues for the quarter ended December
31, 2002 as compared to 9% for the same period last year. These increases in end
product revenues are attributable to implementation of GreenMan's waste wire
processing equipment and the new crumb rubber capacity acquired in fiscal year
2002.

Gross profit for the three months ended December 31, 2002 was $1,383,273
or 17% of net sales as compared to $1,442,555 or 23% of net sales for the three
months ended December 31, 2001. The results for the quarter ended December 31,
2002 benefited from a 34% increase in overall volume and the inclusion of
GreenMan's fiscal year 2002 acquisitions and the majority owned joint venture.
These benefits were offset by (1) approximately $150,000 relating to costs
specifically associated with operational disruptions and increased
transportation costs due to a complete shredding equipment upgrade at GreenMan
of Iowa; (2) approximately $45,000 relating to operating and startup losses
associated with a new kiln relationship, which was terminated December 31, 2002;
(3) $60,000 associated with the commercialization of our roofing shingle
project; and (4) previously noted corporate-wide insurance cost increases of
over $100,000 per quarter as a result of higher insurance limits due to recent
acquisitions and increased renewal premiums reflecting the impact that September
11, 2001 has had on the industry.

Selling, general and administrative expenses were $1,379,315 or 17% of net
sales as compared to $930,944 or 15% of net sales for the three months ended
December 31, 2001. The increase is primarily attributable to the inclusion of
the operations of the three new subsidiaries and joint venture formed in fiscal
2002. In addition, the results for the quarter ended December 31, 2002 include
approximately $45,000 of costs relating to GreenMan's specialty waste
initiatives, which have been curtailed at this point, and approximately $60,000
associated with the initial startup activities associated with the recently
announced Tennessee operation.

GreenMan's operating profit was $3,958 or < 1% of net sales for the three
months ended December 31, 2002 as compared to an operating profit of $511,611 or
8% of net sales for the same period in 2001.

Interest and financing expenses increased approximately $111,000 during
the quarter ended December 31, 2002 as a result of fiscal 2002 acquisitions and
recent equipment upgrades.

GreenMan's net loss for the quarter ended December 31, 2002 was $355,571,
or $.02 per share as compared to net income of $246,843, or $.02 per share for
the quarter ended December 31, 2001.

Liquidity and Capital Resources

As of December 31, 2002, the Company had $1,125,477 in cash and cash
equivalents and a working capital deficiency of $849,123. Management understands
that the continued, successful sales and marketing of the Company's services and
products, the introduction of new products and re-establishing continued
profitability from operations will be critical to the Company's future
liquidity.

During the past four years, GreenMan has divested and/or closed under
performing non-core operations and eliminated the use of non-conventional
financing methods that had contributed over $18.7 million of GreenMan's
cumulative losses. As a result of these divestitures and by implementing a very
focused business plan and adding businesses, relationships and product lines
that complement our core business of scrap tire management, GreenMan has been
profitable during the past two fiscal years. However, GreenMan believes that it
will be necessary to raise additional financing to fund continued growth.

In order to better position GreenMan for the future, management has
implemented the following actions:

Operating Performance Enhancements

Historically, our tire processing operations were able to recover and sell
about 65% of a processed tire with the balance disposed of as waste wire
residual (cross-contaminated rubber and steel) at an annual cost in excess of
$1,000,000 during the last several fiscal years. During that time, we have
installed equipment at our Georgia, Iowa and Wisconsin facilities to further
process the waste wire residual into saleable components of rubber and steel to
provide new sources of revenue and reduce disposal costs. As a result of these
actions, we are another step closer towards our goal of realizing positive value
from over 90% of each tire that we manage.

During the fourth quarter of fiscal 2002, GreenMan initiated a $1.5
million equipment upgrade to its Des Moines, Iowa tire processing facility. We
have completely replaced all tire shredders with more efficient, higher volume
equipment and installed a third waste wire processing equipment line which will
allow us to reduce waste wire disposal costs while increasing our capacity to
produce over 20 million pounds of rubber feedstock per year for our crumb rubber
operations. The internalization of crumb rubber feedstock supply and production
via our new processing equipment will eliminate over $250,000 in estimated
annual transportation costs necessitated by sourcing crumb rubber feedstock from
GreenMan's Wisconsin location. Additionally, it positions us to better meet the
growing market demand for our products and services. During the July to November
timeframe, we experienced inevitable one-time operational disruptions as well as
increased transportation costs associated with temporarily diverting a
significant portion of Iowa tires to our Minnesota plant during the equipment
installation. These disruptive factors negatively impacted earnings in the first
quarter of fiscal 2003 by approximately $150,000.

The Iowa capital investment is being funded by a combination of internal
cash flow and long term debt provided by both an existing lender, First American
Bank of Des Moines, Iowa and the State of Iowa.

Private Offering of 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
(subsequently increased to $3,000,000 in August 2002). As of December 31, 2002
the Company sold 1,361,892 shares of unregistered common stock to investors,
including existing shareholders, for gross proceeds of $2,003,603. 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. The investors have agreed not to sell or
transfer the shares for a period of at least 18 months after issuance. A
majority of the proceeds of this offering were used to acquire certain tire
recycling operations and assets during fiscal 2002.

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 integrate recent acquisitions into GreenMan
and realize the anticipated benefits;

o the ability to refinance, on acceptable terms, GreenMan's obligations to
Coast Business Credit in light of their February 7, 2003 shutdown by the
FDIC;

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 acquisition without significant
disruption of the Company's ongoing business;

- distraction of management from on-going company's business;
overpaying for the entity or assets acquired; and

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

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.

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 achieve or 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 achieved.

Item 3. Controls and Procedures

(a) Evaluation of disclosure controls and procedures. Based on evaluation
as of a date within 90 days of the filing date of this Quarterly Report on Form
10-QSB, GreenMan's principal executive officer and principal financial officer
have concluded that GreenMan's disclosure controls and procedures (as defined in
Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934 (the
"Exchange Act")) are effective to ensure that information required to be
disclosed by the Company in reports that it files or submits under the Exchange
Act is recorded, processed, summarized and reported within the time periods
specified in Securities and Exchange Commission rules and forms.

(b) Changes in internal controls. There were no significant changes in
GreenMan's internal controls or in other factors that could significantly affect
these controls subsequent to the date of their evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

PART II - OTHER INFORMATION

Item 2. Changes in Securities

During the three months ended December 31, 2002 the Company issued 31,549
shares of its common stock in connection with a private placement of
shares of common stock for gross proceeds of $50,000. Exemption from
registration for these transactions is claimed under Rule 506 of
Regulation D promulgated under the Securities Act of 1933, as amended (the
"Securities Act").

In December 2002 the company issued 12,000 shares of its common stock upon
exercise of qualified stock options for gross proceeds of $10,200.
Exemption from registration for this transaction is claimed under Section
4(2) of the Securities Act of 1933, as amended.

Item 5. Certification Under Sarbanes-Oxley Act

Our chief executive officer and chief financial officer have furnished to
the Securities and Exchange Commission the certification with respect to
this Report that is required by Section 906 of the Sarbanes-Oxley Act of
2002.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits None

(b) Reports on Form 8-K

There were no reports filed on Form 8-K during the quarter ended December
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, Treasurer,
Secretary

I, Robert H. Davis, President and Chief Executive Officer, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of GreenMan
Technologies, Inc.;

2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared;

(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the "Evaluation Date"); and

(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

(a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified
for the registrant's auditors any material weaknesses in internal
controls; and

(b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officer and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: February 14, 2003
-------------------
Robert H. Davis
President and Chief Executive Officer

CERTIFICATION

I, Charles E. Coppa, Chief Financial Officer and Treasurer, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of GreenMan
Technologies, Inc.;

(b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the "Evaluation Date"); and

(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

(b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

Date: February 14, 2003
-------------------
Charles E. Coppa
Chief Financial Officer and Treasurer