Edgar Filing: GREENMAN TECHNOLOGIES INC

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

Amendment No. 1 on Form 10-KSB/A
to
Form 10-KSB

(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, 2007

|_| 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 (I.R.S. Employer Identification No.)
incorporation or organization)

12498 Wyoming Ave So., Savage, MN 55378
---------------------------------------------------
(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)

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act |_|

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 |_| No |X|

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B in this form, and no disclosure will 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-KSB or any amendment to
this Form 10-KSB. |X|

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

The issuer's revenues for the fiscal year ended September 30, 2007 were
$20,178,726.

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 December
3, 2007 was $7,874,403.

As of December 3, 2007, 22,880,435 shares of common stock of issuer were
outstanding.

Transitional Small Business Disclosure Format (check one) Yes |_| No |X|

EXPLANATORY NOTE

GreenMan Technologies, Inc. (the "Company") hereby amends its Annual
Report on Form 10-KSB for the fiscal year ended September 30, 2007, originally
filed with the Securities and Exchange Commission on January 2, 2008 (the
"Original 10-KSB"), to include the information required to be disclosed by Items
9, 10 and 11 of Part III of Form 10-KSB. The Company previously indicated that
such information would be provided in its definitive proxy statement.

The information set forth in this Amendment No. 1 to the Original 10-KSB
replaces the information set forth in Items 9, 10 and 11 of Part III of the
Original 10-KSB in its entirety. No other Part, Item or section of the Original
10-KSB is being amended hereby.

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-KSB contains forward-looking statements
regarding future events and the future results of GreenMan Technologies, Inc.
within the meaning of the Private Securities Litigation Reform Act of 1995, and
are based on current expectations, estimates, forecasts, and projections and the
beliefs and assumptions of our management. Words such as "expect," "anticipate,"
"target," "goal," "project," "intend," "plan," "believe," "seek," "estimate,"
"will," "likely," "may," "designed," "would," "future," "can," "could" and other
similar expressions that are predictions of or indicate future events and trends
or which do not relate to historical matters are intended to identify such
forward-looking statements. These statements are based on management's current
expectations and beliefs and involve a number of risks, uncertainties, and
assumptions that are difficult to predict; consequently actual results may
differ materially from those projected, anticipated, or implied.

Part III

Item 9. Directors, Executive Officers and Key Employees

Our directors and executive officers are as follows:

Name Age Position
---- --- --------
Maurice E. Needham ......... 67 Chairman of the Board of Directors
Lyle Jensen................. 57 Chief Executive Officer; President;
Director
Charles E. Coppa ........... 44 Chief Financial Officer; Treasurer;
Secretary

Dr. Allen Kahn.............. 86 Director
Lew F. Boyd ................ 62 Director
Nicholas DeBenedictis....... 48 Director

Each director is elected for a period of one year at the annual meeting of
stockholders and serves until his or her successor is duly elected by the
stockholders. The officers are appointed by and serve at the discretion of the
Board of Directors. During fiscal 2007, the Board agreed that each outside
director would receive $2,500 per quarter in recognition of the increased
frequency of telephonic Board meetings. Previously, outside directors received
$2,500 per meeting attended. In addition, during fiscal 2006, the Compensation
Committee agreed to discontinue future option grants made to outside directors
pursuant the Non-Employee Director Stock Option Plan.

We have established an Audit Committee consisting of Messrs. DeBenedictis
(Chair) and Boyd and Dr. Kahn, and a Compensation Committee consisting of
Messrs. Boyd (Chair) and DeBenedictis. Our Board of Directors has determined
that Mr. DeBenedictis is an "audit committee financial expert" within the
meaning given that term by Item 407(d)(5) of Regulation S-B. Our common stock is
traded on the OTC Bulletin Board under the symbol "GMTI" and we are not
currently subject to the listing requirements of any national securities
exchange. However, our Board of Directors has also determined that Mr.
DeBenedictis is "independent" within the meaning given to that term by Section
803 of the American Stock Exchange Company Guide. On April 12, 2006 Mr. Jensen
resigned as Chair of the Audit Committee and as a member of the Compensation
Committee and Mr. DeBenedictis became Chair of the Audit Committee and joined
the Compensation Committee.

MAURICE E. NEEDHAM has been Chairman since June 1993. From June 1993 to
July 21, 1997, Mr. Needham also served as Chief Executive Officer. He has also
served as a Director of Comtel Holdings, an electronics contract manufacturer
since April 1999. He previously served as Chairman of Dynaco Corporation, a
manufacturer of electronic components which he founded in 1987. Prior to 1987,
Mr. Needham spent 17 years at Hadco Corporation, a manufacturer of electronic
components, where he served as President, Chief Operating Officer and Director.

LYLE JENSEN has been a Director since May 2002. On April 12, 2006, Mr.
Jensen became our Chief Executive Officer. Mr. Jensen previously was Executive
Vice President/Chief Operations Officer of Auto Life Acquisition Corporation, an
automotive aftermarket leader of fluid maintenance equipment. Prior to that he
was a Business Development and Operations consultant after holding executive
roles as Chief Executive Officer and minority owner of Comtel and Corlund
Electronics, Inc. He served as President of Dynaco Corporation from 1988 to
1997; General Manager of Interconics from 1984 to 1988 and various financial and
general management roles within Rockwell International from 1973 to 1984.

CHARLES E. COPPA has served as Chief Financial Officer, Treasurer and
Secretary since March 1998. From October 1995 to March 1998, he served as
Corporate Controller. Mr. Coppa was Chief Financial Officer and Treasurer of
Food Integrated Technologies, a publicly-traded development stage company from
July 1994 to October 1995. Prior to joining Food Integrated Technologies, Inc.,
Mr. Coppa served as Corporate Controller for Boston Pacific Medical, Inc., a
manufacturer and distributor of disposable medical products, and Corporate
Controller for Avatar Technologies, Inc., a computer networking company.

ALLEN KAHN, M.D., has been a Director since March 2000. Dr. Kahn operated
a private medical practice in Chicago, Illinois, which he founded in 1953 until
his retirement in October 2002. Dr. Kahn has been actively involved as an
investor in "concept companies" since 1960. From 1965 through 1995 Dr. Kahn
served as a member of the Board of Directors of Nease Chemical Company
(currently German Chemical Company), Hollymatic Corporation and Pay Fone Systems
(currently Pay Chex, Inc.).

LEW F. BOYD has been a Director since August 1994. Mr. Boyd is the founder
and since 1985 has been the Chief Executive Officer of Coastal International,
Inc., an international business development and executive search firm,
specializing in the energy and environmental sectors. Previously, Mr. Boyd had
been Vice President/General Manager of the Renewable Energy Division of Butler
Manufacturing Corporation and had served in academic administration at Harvard
and Massachusetts Institute of Technology.

NICHOLAS DEBENEDICTIS has been a Director since September 2005. Mr.
DeBenedictis has been an independent investment advisor for the past nine years
and has over 16 years of experience in the financial markets and securities
business including positions with E.W. Smith Securities, Smith Barney, and
Janney Montgomery Scott.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Exchange Act requires our directors and executive
officers, and persons who own more than 10% of our common stock, to file with
the Securities and Exchange Commission initial reports of ownership of our
common stock and other equity securities on Form 3 and reports of changes in
such ownership on Form 4 and Form 5. Officers, directors and 10% stockholders
are required by the Securities and Exchange Commission regulations to furnish us
with copies of all Section 16(a) forms they file.

To the best of management's knowledge, based solely on review of the
copies of such reports furnished to us during and with respect to, our most
recent fiscal year, and written representation that no other reports were
required, all Section 16(a) filing requirements applicable to our officers and
directors have been complied with.

Code of Ethics

On May 28, 2005, we adopted a code of ethics which applies to our
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions. We have posted
our code of ethics on our corporate website, www.greenman.biz.

Item 10. Executive Compensation

Summary Compensation Table

The following table summarizes the compensation paid or accrued for
services rendered during the fiscal years ended September 30, 2007, 2006 and
2005, to our Chief Executive Officer and our Chief Financial Officer. We did not
grant any restricted stock awards or stock appreciation rights or make any
long-term plan payouts during the periods indicated.

Annual Compensation
------------------- Option All Other
Name and Principal Position Fiscal Year Salary Bonus Awards(1)(2) Compensation(3) Total
--------------------------- ----------- ------ ----- ------------ --------------- -----

Lyle Jensen .............. 2007 $195,000 $212,000 $ 32,466 $17,901 $457,367
Chief Executive Officer 2006 81,250 43,000 107,157 6,653 238,060

Charles E. Coppa ......... 2007 $150,000 $ 51,000 $ 10,533 $11,912 $223,445
Chief Financial Officer 2006 145,000 48,000 38,407 8,396 239,803

(1) Amounts shown do not reflect compensation actually received by the named
executive officer. The amounts in the Option Awards column reflect the
dollar amount recognized as compensation cost for financial statement
reporting purposes for the fiscal years ended September 30, 2007 and
September 30, 2006, in accordance with SFAS 123(R) for all stock options
granted in such fiscal years. The calculation in the table above excludes
all assumptions with respect to forfeitures. There can be no assurance
that the amounts set forth in the Option Awards column will ever be
realized. A forfeiture rate was used in the expense calculation in the
financial statements.

(2) Options granted have a ten-year term and vest at an annual rate of 20%
over a five-year period from the date of grant with the exception of the
25,000 granted to Mr. Jensen which pursuant to the terms of his
employment, vest immediately on the date of grant and have a ten year
term.

(3) Represents payments made to or on behalf of Messrs. Jensen and Coppa for
health, life and disability insurance and auto allowances.

Employment Agreements

On April 12, 2006, we entered into a five-year employment agreement with
Mr. Jensen pursuant to which Mr. Jensen will receive a base salary of $195,000
per year. The agreement automatically renews for one additional year upon each
anniversary, unless notice of non-renewal is given by either party. We may
terminate the agreement without cause on 30 days' prior notice. The agreement
provides for payment of twelve months' salary and certain benefits as a
severance payment for termination without cause. Any increases in Mr. Jensen's
base salary will be made in the discretion of the Board of Directors upon the
recommendation of the Compensation Committee. Mr. Jensen also received a
relocation allowance of $23,603 and receives a car allowance of $600 per month.
Mr. Jensen has been granted a qualified option under our 2005 Stock Option Plan
to purchase 500,000 shares of our common stock with an exercise price of $.28
per share. The options vest at an annual rate of 20% over a five-year period
from date of grant and have a ten-year term.

The agreement also provides for Mr. Jensen to be eligible to receive
incentive compensation based on (i) non-financial criteria which may be
established by the Board of Directors and (ii) upon a calculation of our annual
audited earnings before interest, taxes, depreciation and amortization
("EBITDA") as a percentage of our revenue, as follows:

EBITDA as
% of Revenue Performance Incentive
------------ ---------------------
Base: 10.0 % or Less None
Level I: 10.1% - 12.0% 10% of EBITDA dollars above Base
Level II: 12.1% - 15.0% 12% of EBITDA dollars above Base
Level III: > 15.0% 15% of EBITDA dollars above Base

During fiscal 2007, Mr. Jensen earned an incentive bonus of $262,000 but
agreed to receive a reduced amount of $212,000. During fiscal 2007, Mr. Jensen
used approximately $52,000 (net of taxes) of his bonus to purchase 100,000
shares of unregistered common stock from the company. During fiscal 2006, Mr.
Jensen received an incentive bonus of $43,000 based on our performance from his
date of hire to the fiscal year-end. In addition, Mr. Jensen will be eligible to
be awarded qualified options to purchase up to 100,000 additional shares of
common stock annually, with the actual amounts contingent on achieving certain
levels of EBITDA performance. In December 2006, Mr. Jensen was granted
immediately exercisable options to purchase 25,000 shares of common stock at an
exercise price of $.36 per share based on fiscal 2006 EBITDA performance. The
right to exercise all options will accelerate in full immediately prior to any
transaction or series of sequenced events in which all or substantially all of
our assets or common stock are sold to or merged with a third party or third
parties. In addition, upon signing of his employment agreement, Mr. Jensen
purchased 500,000 unregistered shares of our common stock at $.28 which was the
closing bid price of our common stock on the date the agreement was executed.

Mr. Jensen's employment agreement was amended in January 2008 to increase
Mr. Jensen's base salary to $250,000 per year, with such increase retroactive to
October 1 2007. In addition, the amendment deleted the EBITDA-based incentive
compensation measures described above, and provides instead for incentive
compensation in respect of any fiscal year of up to the lesser of (x) 20% of our
audited annual profit after tax, as reported in the financial statements
included in our Annual Report on Form 10-KSB for such fiscal year and (y)
$150,000.

In April 1999, we entered into a three-year employment agreement with
Robert Davis, our former Chief Executive Officer pursuant to which he received a
salary of $230,000 per annum. The agreement automatically renewed for three
additional years upon each anniversary, unless notice of non-renewal is given by
either party, and provided for payment of twelve months salary as a severance
payment for termination without cause. The agreement also provided for incentive
compensation based on the following certain financial performance measures. No
bonus was payable for fiscal 2006 or 2005. On April 12, 2006, the Board of
Directors accepted Mr. Davis's resignation as President, Chief Executive Officer
and a member of the Board of Directors. Pursuant to the terms of his employment
agreement, Mr. Davis received severance of 12 months salary plus benefits
starting May 1, 2006 (valued at $260,000) plus all accrued and unpaid vacation
(valued at $40,000). All amounts due Mr. Davis have been paid as of September
30, 2007.

In June 1999, we entered into a two-year employment agreement with Mr.
Coppa pursuant to which Mr. Coppa received a salary of $130,000 per annum. In
July 2006, the Compensation Committee agreed to increase Mr. Coppa's base salary
to $150,000. The agreement automatically renews for two additional years upon
each anniversary, unless notice of non-renewal is given by either party. Any
increases or bonuses will be made at the discretion of our Board of Directors
upon the recommendation of the Compensation Committee. During fiscal 2007 and
2006, the Compensation Committee agreed to grant Mr. Coppa discretionary bonuses
of $51,000 and $48,000, respectively. During fiscal 2006, Mr. Coppa used $20,000
(net of taxes) of his bonus to purchase 50,000 shares of unregistered common
stock from the company. The agreement provides for payment of twelve months
salary as a severance payment for termination without cause.

Mr. Coppa's employment agreement was amended in January 2008 to increase
Mr. Coppa's base salary to $165,000 per year, effective January 1, 2008. In
addition, the amendment deleted the discretionary incentive compensation
measures described above, and provides instead for incentive compensation in
respect of any fiscal year to be based on mutually agreed performance measures
as determined our Compensation Committee, with maximum potential incentive
compensation in respect of any fiscal year equal to 25% of Mr. Coppa's base
salary for such fiscal year.

In June 2003, we entered into a three-year employment agreement with Mr.
Needham pursuant to which Mr. Needham receives a salary of $90,000 per annum. In
July 2006, Mr. Needham agreed to a 30% reduction in his base salary in
recognition of on going efforts to reduce corporate overhead. The agreement
automatically renews for three additional years upon each anniversary, unless
notice of non-renewal is given by either party. Any increases or bonuses will be
made at the discretion of our Board of Directors upon the recommendation of the
Compensation Committee. The agreement provides for payment of twelve months
salary as a severance payment for termination without cause.

Outstanding Equity Awards

The following table sets forth information concerning outstanding stock
options for each named executive officer as of September 30, 2007:

Number of Securities Underlying
Unexercised Options Exercise Option
------------------- Price Expiration
Name Date of Grant Exercisable Unexercisable Per Share Date
---- ------------- ----------- ------------- --------- ----

Lyle Jensen............. March 12, 2002 (1) 25,000 -- $1.51 March 12, 2012
August 23, 2002 (2) 2,500 -- $1.80 August 23, 2012
February 20, 2003 (3) 2,000 -- $1.95 February 20, 2013
April 24, 2004 (3) 2,000 -- $1.10 April 24, 2014
June 15, 2005 (3) 2,000 -- $0.51 June 15, 2015
April 12, 2006 (4) 500,000 400,000 $0.28 April 12, 2016
December 18, 2006 (4) 100,000 100,000 $0.35 December 18, 2016
December 29, 2006 (5) 25,000 -- $0.36 December 29, 2016

Charles E. Coppa ....... March 23,1998 (2) 130,000 -- $1.09 March 23, 2008
July 22,1999 (2) 90,000 -- $0.53 July 22, 2009
February 18, 2000 (1) 100,000 -- $0.50 February 18, 2010
January 12, 2001 (2) 40,000 -- $0.40 January 12, 2011
August 23, 2002 (2) 7,500 -- $1.80 August 23, 2012
June 6, 2006 (4) 137,000 109,600 $0.36 June 6, 2016
September 28,2007 (4) 45,000 45,000 $0.35 September 28,2017

(1) These options are non-qualified, have a ten-year term and vest at an
annual rate of 20% over a five-year period from the date of grant

(2) These options were granted under the 1993 Stock Option Plan, have a
ten-year term and vest at an annual rate of 20% over a five-year period
from the date of grant

(3) These options were granted under the 1996 Non Employee Stock Option Plan,
have a ten-year term and vested immediately on the date of grant.

(4) These options were granted under the 2005 Stock Option Plan, have a
ten-year term and vest at an annual rate of 20% over a five-year period
from the date of grant.

(5) These options were granted under the 2005 Stock Option Plan, have a
ten-year term and vested immediately on the date of grant.

Director Compensation

The following table sets forth information concerning the compensation of
our Directors who are not named executive officers for the fiscal year ended
September 30, 2007:

Fees Earned or Paid in Option Awards All Other
Name Cash or Common Stock (1) (2) Compensation Total
---- -------------------- ------- ------------ -----

Maury Needham....... $ -- $ 97,634 $ -- $ 97,634
Lew Boyd............ $ 10,000 $ 8,050 $ -- $ 18,050
Dr. Allen Kahn...... $ 10,000 $ 8,050 $ -- $ 18,050
Nick DeBenedictis... $ 10,000 $ 55,292 $ -- $ 65,292

(1) Amounts shown do not reflect compensation actually received by the named
director. The amounts in the Option Awards column reflect the dollar
amount recognized as compensation cost for financial statement reporting
purposes for the fiscal year ended September 30, 2007, in accordance with
SFAS 123(R) for all stock options granted in such fiscal year. The
calculation in the table above excludes all assumptions with respect to
forfeitures. There can be no assurance that the amounts set forth in the
Option Awards column will ever be realized. A forfeiture rate was used in
the expense calculation in the financial statements.

(2) As of September 30, 2007, each non-employee director holds the following
aggregate number of shares under outstanding stock options:

Number of Shares
Underlying Outstanding
Name Stock Options
---- -------------

Maury Needham........ 1,229,462
Lew Boyd............. 160,394
Dr. Allen Kahn....... 51,500
Nick DeBenedictis.... 235,000

During fiscal 2007, the Board agreed that each outside director would
receive $2,500 per quarter in recognition of the increased frequency of
telephonic Board meetings. Previously, outside directors received $2,500 per
meeting attended. In addition, during fiscal 2006, the Compensation Committee
agreed to discontinue future option grants made to outside directors pursuant
the Non-Employee Director Stock Option Plan.

Stock Option Plans

Our 1993 Stock Option Plan (the "2003 Plan") was established to provide
options to purchase shares of common stock to our employees, officers, directors
and consultants. In March 2001, our stockholders approved an increase to the
number of shares authorized under the 1993 Plan to 3,000,000 shares. The 1993
Plan expired on June 10, 2004.

As of September 30, 2007, there were 1,022,356 options granted and
outstanding under the 1993 Plan which are exercisable at prices ranging from
$0.38 to $1.80.

On March 18, 2005, our Board of Directors adopted the 2005 Stock Option
Plan (the "2005 Plan"), which was subsequently approved by our stockholders on
June 16, 2005. The 2005 Plan replaced the 1993 Plan. In April 2004, our Board
adopted a replacement stock option plan (the "2004 Plan") but did not submit it
for ratification by our stockholders. The 2004 Plan was terminated by our Board
on March 18, 2005, and all options granted under that plan have been terminated.
Options granted under the 2005 Plan may be either options intended to qualify as
"incentive stock options" under Section 422 of the Internal Revenue Code of
1986, as amended; or non-qualified stock options.

Incentive stock options may be granted under the 2005 Plan to employees,
including officers and directors who are employees. Non-qualified options may be
granted to our employees, directors and consultants. The 2005 Plan is
administered by our Board of Directors, which has the authority to determine:

o the persons to whom options will be granted;

o the number of shares to be covered by each option;

o whether the options granted are intended to be incentive stock
options;

o the manner of exercise; and

o the time, manner and form of payment upon exercise of an option.

Incentive stock options granted under the 2005 Plan may not be granted at
a price less than the fair market value of our common stock on the date of grant
(or less than 110% of fair market value in the case of persons holding 10% or
more of our voting stock). Non-qualified stock options may be granted at an
exercise price established by our Board which may not be less than 85% of fair
market value of our shares on the date of grant. Current tax laws adversely
impact recipients of non-qualified stock options granted at less than fair
market value, however, we do not expect to make such grants. Incentive stock
options granted under the 2005 Plan must expire no more than ten years from the
date of grant, and no more than five years from the date of grant in the case of
incentive stock options granted to an employee holding 10% or more of our voting
stock.

During the year ended September 30, 2007, 800,000 options were granted
under the 2005 Plan at prices ranging from $.35 to $.55. As of September 30,
2007, there were 1,662,000 options granted and outstanding under the 2005 Plan
which are exercisable at prices ranging from $0.28 to $0.55.

Non-Employee Director Stock Option Plan

Our 1996 Non-Employee Director Stock Option Plan is intended to promote
our interests by providing an inducement to obtain and retain the services of
qualified persons who are not officers or employees to serve as members of our
Board of Directors. The Board of Directors has reserved 60,000 shares of common
stock for issuance under Non-Employee Director Stock Option Plan.

Each person who was a member of the Board of Directors on January 24,
1996, and who was not an officer or employee, was automatically granted an
option to purchase 2,000 shares of common stock. In addition, after an
individual's initial election to the Board of Directors, any director who is not
an officer or employee and who continues to serve as a director will
automatically be granted on the date of the Annual Meeting of Stockholders an
additional option to purchase 2,000 shares of common stock. The exercise price
per share of options granted under the Non-Employee Director Stock Option Plan
is 100% of the fair-market value of the common stock on the business day
immediately prior to the date of the grant and each option is immediately
exercisable for a period of ten years from the date of the grant. During fiscal
2006, the Compensation Committee agreed to discontinue future option grants made
under the Non-Employee Director Stock Option Plan.

As of September 30, 2007, options to purchase 38,000 shares of our common
stock have been granted under the 1996 Non-Employee Director Stock Option Plan,
of which 28,000 are outstanding and exercisable at prices ranging from $0.38 to
$1.95.

Employee Benefit Plan

In August 1999, we implemented a Section 401(k) plan for all eligible
employees. Employees are permitted to make elective deferrals of up to 15% of
employee compensation and employee contributions to the 401(k) plan are fully
vested at all times. We may make discretionary contributions to the 401(k) plan
which become vested over a period of five years. We did not make any
discretionary contributions to the 401(k) plan during the fiscal years ended
September 30, 2007 and 2006.

Item 11. 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, 2007: o by each of our
directors and executive officers; o by all of our directors and executive
officers as a group; and o 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, 2007, 22,880,435 shares of our common
stock were issued and outstanding.

Security Ownership of Management and Directors

Number of Shares
Beneficially Percentage
Name (1) Owned (2) of Class (2)
-------- --------- ------------
Dr. Allen Kahn (3)................. 4,364,931 19.06%
Maurice E. Needham (4)............. 2,232,801 9.39%
Charles E. Coppa (5)............... 781,828 3.36%
Lyle Jensen (6).................... 768,522 3.34%
Nicholas DeBenedictis (7).......... 762,454 3.33%
Lew F. Boyd (8).................... 401,572 1.75%

All officers and directors
as a group (6 persons)............. 9,312,108 38.08%

Security Ownership of Certain Beneficial Owners

Number of Shares
Beneficially Percentage
Name (1) Owned (2) of Class (2)
-------- --------- ------------
Laurus Master Fund, Ltd. (9)....... 1,141,734 4.99%

----------
(1) Except as noted, each person's address is care of GreenMan Technologies,
Inc., 12498 Wyoming Avenue South, Savage, Minnesota, 55378.
(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 16,500 shares of common stock issuable pursuant to immediately
exercisable stock options.
(4) Includes 904,462 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 394,900 shares of common stock issuable pursuant to immediately
exercisable stock options.
(6) Includes 133,500 shares of common stock issuable pursuant to immediately
exercisable stock options.
(7) Includes 365,000 shares of common stock owned by Mr. DeBenedictis's wife.
(8) Includes 125,394 shares of common stock issuable pursuant to immediately
exercisable stock options.
(9) Laurus holds warrants to purchase up to 4,811,905 shares of common stock
that are exercisable (subject to the following sentence) at an exercise
price of $.01 per share. The warrants are not exercisable, however, to the
extent that (a) the number of shares of our common stock held by Laurus
and (b) the number of shares of our common stock issuable upon exercise of
the warrant would result in beneficial ownership by Laurus of more than
4.99% of our outstanding shares of common stock. Laurus may waive these
provisions, or increase or decrease that percentage, with respect to the
warrant on 61 days' prior notice to us, or without notice if we are in
default under our credit facility. Unless and until Laurus waives these
provisions, then Laurus beneficially owns 1,141,734 shares of our common
stock issuable pursuant to underlying warrant. Laurus's address is 335
Madison Avenue, 10th Floor, New York, New York 10017.

Common Stock Authorized for Issuance Under Equity Compensation Plans

For descriptions of equity compensation plans under which our common stock
is authorized for issuance as of September 30, 2007, see Note 8 ("Stockholders'
Equity") of the Consolidated Financial Statements contained herein. For
additional information concerning certain compensation arrangements, not
approved by stockholders, under which options to purchase common stock may be
issued, see "Executive Compensation - Employment Agreements', above, and
"Certain Relationships and Transactions - Stock Issuances: Stock Options;
Warrants", below.

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

Item 13. Exhibits and Reports on Form 10-KSB/A

The following exhibits are filed with this document:

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)
32.1 -- Certification of Chief Executive Officer under 18
U.S.C. Section 1350
32.2 -- Certification of Chief Financial Officer under 18
U.S.C. Section 1350