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

                                   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

                                       OR

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

                         Commission File Number 1-13776

                           GreenMan Technologies, Inc.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

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

     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
26, 2007 was $7,874,403.

As of December 26, 2007, 22,880,435 shares of common stock of issuer were
outstanding.

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


                                       1
<PAGE>

                           GREENMAN TECHNOLOGIES, INC.
                                      INDEX
                                                                            Page

PART I
Item 1.     Business                                                          4
Item 2.     Properties                                                        5
Item 3.     Legal Proceedings                                                 5
Item 4.     Submission of Matters to a Vote of Security Holders               6

PART II
Item 5.     Market for the Registrant's Common Equity, Related Stockholder    6
            Matters and Small Business Issuer's Purchases of Equity
            Securities
Item 6.     Management's Discussion and Analysis of Financial Condition and   6
            Results of Operations
Item 7.     Financial Statements                                              16
Item 8.     Changes in and Disagreements with Accountants on Accounting and   16
            Financial Disclosure
Item 8A.    Disclosure Controls and Procedures                                16

PART III
Item 9.     Directors, Executive Officers, and Key Employees                  17
Item 10.    Executive Compensation                                            17
Item 11.    Security Ownership of Certain Beneficial Owners and Management    17
            and Related Stockholder Matters
Item 12.    Certain Relationships and Related Transactions                    17
Item 13.    Exhibits and Reports on Form 8-K                                  19
Item 14.    Principal Accountant Fees and Services                            23

Signatures

Exhibits


                                        2
<PAGE>

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 I

Item 1. Description of Business

General

      GreenMan Technologies, Inc. (together with its subsidiaries "we", "us" or
"our") was originally founded in 1992 and has been operated as a Delaware
corporation since 1995. Today, we comprise two operating locations that collect,
process and market scrap tires in whole, shredded or granular form. We are
headquartered in Savage, Minnesota and currently operate tire processing
operations in Iowa and Minnesota.

      Our tire processing operations are paid a fee to collect, transport and
process scrap tires (i.e., collection/processing revenue) in whole or two inch
or smaller rubber chips which are then sold (i.e., product revenue).

Recent Developments

      On October 1, 2007 we acquired Welch Products, Inc., a company
headquartered in Carlisle, Iowa that specializes in design, product development,
and manufacturing of environmentally responsible products using recycled
materials, primarily recycled rubber. Welch's patented products and processes
include playground safety tiles, roadside anti-vegetation products, construction
molds and highway guard-rail rubber spacer blocks. Through its recent
acquisition of Playtribe, Inc., Welch Products also provides innovative
playground design, equipment and installation. Welch Products has been one of
our crumb rubber customers for the past several years. The transaction was
structured as a share exchange in which 100 percent of Welch Products' common
stock was exchanged for 8 million shares of our common stock, valued at
$2,800,000.

      In connection with the restructuring of our credit facility with Laurus
Master Fund, Ltd. in 2006, we issued Laurus a warrant to purchase up to an
aggregate of 3,586,429 shares of our common stock at an exercise price equal to
$0.01 per share. On January 25, 2007 we filed a registration statement under the
Securities Act of 1933 relating to those shares as well as 553,997 shares
issuable to another shareholder upon exercise of a warrant. The registration
statement was declared effective on February 6, 2007. During the period of June
through August 2007, Laurus acquired 1,154,098 shares of our common stock upon
the partial exercise of its warrant on a cashless basis.

Products and Services

      Our tire processing operations are paid a fee to collect, transport and
process scrap tires (i.e., collection/processing revenue) in whole or two inch
or smaller rubber chips which are then sold (i.e., product revenue).

      We collect scrap tires from three sources:

      o     local, regional and national tire stores;

      o     tire manufacturing plants; and

      o     illegal tire piles being cleaned-up by state, county and local
            governmental entities.

      The tires we collect are processed and sold:

      o     as tire-derived fuel used in lieu of coal by pulp and paper
            producers, cement kilns and electric utilities;

      o     as a substitute for crushed stone in civil engineering applications
            such as road beds, landfill construction or septic field
            construction; or

      o     as crumb rubber (rubber granules) and used for playground and
            athletic surfaces, running tracks, landscaping/groundcover
            applications and bullet containment systems.


                                       3
<PAGE>

Manufacturing/Processing

      Our tire shredding operations currently have the capacity to process about
15 million passenger tire equivalents annually. Our continuing operations
collected approximately 12.8 million passenger tire equivalents in the fiscal
year ended September 30, 2007 compared to approximately 12.1 million passenger
tire equivalents during the year ended September 30, 2006.

      The method used to process tires is a series of commercially available
shredders that sequentially reduce tires from whole tires to two-inch chips or
smaller. Bead-steel is removed magnetically, yielding a "95% wire-free chip."
This primary recycling process recovers approximately 60% of the incoming tire.
The remaining balance consists of un-saleable cross-contaminated rubber and
steel ("waste wire"), which we have historically disposed of at significant
annual costs. Our Iowa and Minnesota facilities further process the waste wire
residual into saleable components of rubber and steel, which reduces residual
disposal costs and provides additional sources of revenue. In our Iowa facility,
rubber is further granulated into particles less than one-quarter inch in size
for use in the rapidly expanding athletic surfaces and playground markets served
by Welch Products.

Raw Materials

      We believe we will have access to a supply of tires sufficient to meet our
requirements for the foreseeable future. According to the 2007 Scrap Tire and
Rubber User's Directory, in 2006 approximately 300 million passenger tire
equivalents (approximately one per person per year) were discarded in the United
States (referred to as "current generation scrap tires") in addition to an
estimated several hundred million scrap passenger tire equivalents already
stockpiled in illegal tire piles. Additionally, approximately 237 million
passenger tire equivalents are currently recycled, of which approximately 133
million are burned as tire-derived fuel; 46 million are used in civil
engineering applications; and 58 million are used in various other applications
such as crumb rubber production, retreading and export. The approximately 63
million remaining passenger tire equivalents are now added to landfills
annually. Based on this and other data, there appears to be an adequate supply
of tires to meet our needs.

Customers

      Our customers continue to consist of major tire manufacturers, local and
regional tire outlets, and state and local governments. We have many long-term,
stable relationships with our customers and we do not believe that the loss of
any individual customer would have a material adverse effect on our business.
During 2007 and 2006, no single customer accounted for more than 10% of our
total net sales.

      We do not have any long-term contracts which require any customer to
purchase any minimum amount of products or provide any minimum amount of tires.
There can be no assurance that we will continue to receive orders of the same
magnitude as in the past from existing customers or that we will be able to
market our current or proposed products to new customers.

Sales and Marketing

      We continue to utilize in-house sales staff for securing new accounts and
marketing processed materials. This strategy maximizes revenue and concentrates
our sales/marketing efforts on highly focused initiatives. Sales/marketing
personnel have extensive experience in the tire recycling industry and in
industries where our processed materials are consumed.

Competition

      We compete in a highly fragmented and decentralized market with a large
number of small competitors. Although we continue to believe there is an
opportunity for industry consolidation, we have focused our attention on
strategic value-added vertical integration such as the acquisition of Welch
Products. Our strategy is to continue to increase the number of passenger tire
equivalents that we processes through aggressive sales and marketing efforts as
well as continuing to focus on identifying and generating new marketing
strategies for recycled tires and their value added by-products.

Government Regulation

      Our tire recycling and processing activities are subject to extensive and
rigorous government regulation designed to protect the environment. We do not
believe that our activities result in emission of air pollutants, disposal of
combustion residues, or storage of hazardous substances except in compliance
with applicable permits and standards. The establishment and operation of plants
for tire recycling, however, are subject to obtaining numerous permits and
compliance with environmental and other government regulations. The process of
obtaining required regulatory approvals can be lengthy and expensive. The
Environmental Protection Agency and comparable state and local regulatory
agencies actively enforce environmental regulations and conduct periodic
inspections to determine compliance with government regulations. Failure to
comply with applicable regulatory requirements can result in, among other
things, fines, suspensions of approvals, seizure or recall of products,
operating restrictions, and criminal prosecutions. Furthermore, changes in
existing regulations or adoption of new regulations could impose costly new
procedures for compliance, or prevent us from obtaining, or affect the timing
of, regulatory approvals. We use our best efforts to keep abreast of changed or
new regulations for immediate implementation.


                                        4
<PAGE>

Protection of Intellectual Property Rights and Proprietary Rights

      None of the equipment or machinery that we currently use or intend to use
in our current or proposed manufacturing activities is proprietary. Any
competitor can acquire equivalent equipment and machinery on the open market.

      We have used the name "GreenMan" in interstate commerce since inception
and assert a common law right in and to that name.

Employees

      As of September 30, 2007, we had 77 full time employees. We are not a
party to any collective bargaining agreements and consider the relationship with
our employees to be satisfactory.

Item 2. Description of Properties

      Our Minnesota location consists of production facilities and office space
situated on approximately eight acres which we lease from a related party. The
lease expires in 2016, but provides for two additional four-year extensions.
(See "Item 12. Certain Relationships and Related Transactions - Related Party
Transactions.")

      Our Iowa location consists of production facilities and office space
situated on approximately four acres which we lease on a triple net basis from a
related party. The lease expires in 2013 and provides us with a right of first
refusal to purchase the land and buildings at fair market value during the term
of the lease. In addition, we entered into a new lease with the same related
party for approximately three additional acres adjacent to our Iowa facility
expiring in 2013. (See "Item 12. Certain Relationships and Related Transactions
- Related Party Transactions.")

      The Georgia location consists of production facilities and office space
which we lease pursuant to an April 2001 sale/leaseback arrangement originally
expiring in 2021. In February 2006, we renegotiated the lease to permit us to
terminate the lease with 180 days notice. Despite early termination, we will be
obligated to continue to pay rent until the earlier to occur of (1) the sale of
the premises by the landlord; (2) the date on which the landlord begins leasing
the premises to a new tenant; or (3) three years from the date on which we
vacate the property.

      During the period of February 16, 2006 to March 1, 2006, we completed the
sale of substantially all GreenMan of Georgia operating assets to two companies,
one of which is co-owned by a former employee. In addition, we entered into a
sublease agreement with each party with respect to part of the premises located
in Georgia with a rolling six month commitment from each party. In December
2006, we received notice from one of the parties of their intent to terminate
their sublease and they vacated the property as of September 30, 2007. The
remaining subleseee has expressed an interest in the additional portion of the
Georgia property.

      We rent approximately 1,100 square feet of office space in Lynnfield,
Massachusetts, the site of our former corporate headquarters, on a rolling
six-month basis at $1,250 per month.

      We consider our properties in good condition, well maintained and
generally suitable to carry on our business activities for the foreseeable
future.

Item 3. Legal Proceedings

      As of September 30, 2007, approximately seventeen vendors of our GreenMan
Technologies of Georgia, Inc. and GreenMan Technologies of Tennessee, Inc.
subsidiaries had commenced legal action, primarily in the state courts of
Georgia, in attempts to collect approximately $1.9 million of past due amounts,
plus accruing interest, attorneys' fees, and costs, all relating to various
services rendered to these subsidiaries. These amounts are included in
liabilities related to discontinued operations at September 30, 2007. The
largest individual claim is for approximately $650,000. As of September 30,
2007, eight vendors had secured judgments in their favor against GreenMan
Technologies of Georgia, Inc. for an aggregate of approximately $661,000. As
previously noted, all of GreenMan Technologies of Tennessee, Inc.'s assets were
sold in September 2005 and substantially all of GreenMan Technologies of
Georgia, Inc.'s assets were sold as of March 1, 2006. All proceeds from these
sales were retained by our secured lender and these subsidiaries have no
substantial assets. We are therefore currently evaluating the alternatives
available to these subsidiaries.

      Although GreenMan Technologies, Inc. was not a party to any of these
vendor relationships, three of the plaintiffs have named GreenMan Technologies,
Inc. as a defendant along with our subsidiaries. We believe that GreenMan
Technologies, Inc. has valid defenses to these claims, as well as against any
similar or related claims that may be made against us in the future, and we
intend to defend against any such claims vigorously. In addition to the
foregoing, we are subject to routine claims from time to time in the ordinary
course of our business. We do not believe that the resolution of any of the
claims that are currently known to us will have a material adverse effect on our
company or on our financial statements.


                                        5
<PAGE>

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

      There were no matters submitted to a vote of our shareholders during the
fourth quarter of the fiscal year ended September 30, 2007.

                                     PART II

Item 5. Market for Common Equity, Related Stockholder Matters and Small
        Business Issuer's Purchases of Equity Securities

      Our common stock traded on the American Stock Exchange from September 2002
through June 15, 2006 under the symbol "GRN." Our common stock ceased trading on
the Exchange and was delisted from the Exchange on July 6, 2006. During the
period of June 15 through June 20, 2006 our common stock traded on the Pink
Sheet, and on June 21, 2006 our stock began trading on the OTC Bulletin Board
under the symbol "GMTI". The following table sets forth the high and low bid
quotations for our common stock for the periods indicated as quoted on the
American Stock Exchange, the Pink Sheet and the OTC Bulletin Board, for these
respective periods. Quotations from the Pink Sheet and the OTC Bulletin Board
reflect inter-dealer prices, without retail mark-up, mark-down or commission and
may not necessarily represent actual transactions.

                                                      Common Stock
                                                  -------------------
                                                  High            Low
                                                  ----            ---
Fiscal 2006
-----------
Quarter Ended December 31, 2005 ...........     $ 0.27         $ 0.15
Quarter Ended March 31, 2006 ..............       0.32           0.14
Quarter Ended  June 30, 2006 ..............       0.57           0.23
Quarter Ending September 30, 2006 .........       0.40           0.26

Fiscal 2007
-----------
Quarter Ended December 31, 2006 ...........     $ 0.63         $ 0.32
Quarter Ended March 31, 2007 ..............       0.49           0.23
Quarter Ended  June 30, 2007 ..............       0.39           0.27
Quarter Ending September 30, 2007 .........       0.39           0.30

      On December 26, 2007, the closing price of our common stock was $.52 per
share.

      As of September 30, 2007, we estimate the approximate number of
stockholders of record of our common stock to be 2,000. This number excludes
individual stockholders holding stock under nominee security position listings.

      We have not paid any cash dividends on our common stock since inception
and do not anticipate paying any cash dividends in the foreseeable future. In
addition, our agreements with Laurus Master Fund, Ltd. prohibit the payment of
cash dividends.

Item 6. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

      In September 2005, due to the magnitude of continued operating losses, our
Board of Directors approved separate plans to divest the operations of our
Georgia and Tennessee subsidiaries and dispose of their respective assets. In
addition, due to continuing operation losses, in July 2006 we sold our
California subsidiary. Accordingly, we have classified all three respective
entity's results of operations as discontinued operations for all periods
presented in the accompanying consolidated financial statements. On October 1,
2007, we acquired Welch Products, Inc. in exchange for 8,000,000 newly issued
shares of our commons stock. Because the acquisition was completed after the end
of our fiscal year, the results described below do not include any contribution
from Welch Products.

Fiscal Year ended September 30, 2007 Compared to Fiscal Year ended
September 30, 2006

      Net sales from continuing operations for the fiscal year ended September
30, 2007 increased $2,570,914 or 15% to $20,178,726 as compared to $17,607,812
for the fiscal year ended September 30, 2006. Our continuing operations
processed 6% more or approximately 12.8 million passenger tire equivalents
during the fiscal year ended September 30, 2007 compared to approximately 12.1
million passenger tire equivalents during the same period last year. The
increase in revenue was primarily attributable to a 27% increase in overall
product revenue in addition to increased volume on which we realized a 2%
increase in overall tipping fees (fees we are paid to collect and dispose of
scrap tires) during the fiscal year ended September 30, 2007. The increase also
included approximately $484,000 of revenue and 174,000 passenger tire
equivalents associated with an Iowa scrap tire cleanup project which was
completed during fiscal 2007.


                                       6
<PAGE>

      Gross profit for the fiscal year ended September 30, 2007 was $5,956,568
or 30% of net sales, compared to $4,654,059 or 26% of net sales for the fiscal
year ended September 30, 2006. Our cost of sales increased $1,268,405 or 10%
primarily due to increased collection and processing costs associated with
higher inbound volume including $85,000 of increased processing residual waste
costs due to the completion of several large civil engineering projects (which
use more of the scrap tire including waste wire) during the fiscal year ended
September 30, 2006.

      Selling, general and administrative expenses for the fiscal year ended
September 30, 2007 increased $291,226 to $3,841,029 or 19% of net sales,
compared to $3,549,803 or 20% of net sales for the fiscal year ended September
30, 2006. The results for the fiscal year ended September 30, 2006 included
approximately $397,000 of one-time severance costs related to our former
President and Chief Executive Officer and the sale of our California subsidiary
in July 2006. This decrease from 2006 was offset by an increase of approximately
$580,000 wages and performance based incentives in addition to the re-allocation
of approximately $132,000 of net corporate operating expenses which were
absorbed by discontinued operations during the fiscal year ended September 30,
2006.

      As a result of the foregoing, we had operating income from continuing
operations of $2,115,539 during the fiscal year ended September 30, 2007 as
compared to operating income of $1,104,256 for the same period last year.

      Interest and financing expense for the fiscal year ended September 30,
2007 decreased $1,578,786 to $2,006,299 compared to $3,585,085 during the fiscal
year ended September 30, 2006. The decrease is attributable to the elimination
of $1,273,014 of non-cash financing fees and interest and $888,000 one-time fees
and expenses incurred during the fiscal year ended September 30, 2006 associated
with Laurus credit facility which was restructured in June 2006. This reduction
was offset by the inclusion of approximately $566,000 of deferred interest
associated with the June 2006 Laurus credit facility restructuring. During the
fiscal year ended September 30, 2006 we recognized approximately $353,000 of
gain on restructuring associated with the June 30, 2006 restructuring of our
promissory note with Republic Services of Georgia, LP (see Note 4 to our Audited
Consolidated Financial Statements).

      We recorded a provision for federal and state income tax expense of
approximately $116,000 and $65,000 during the fiscal years ended September 30,
2007 and 2006, respectively.

      As a result of the foregoing, our loss after income taxes from continuing
operations for the fiscal year ended September 30, 2007 was $3,302 or $.00 per
basic share, compared to a net loss of $2,244,978 or $.11 per basic share for
the fiscal year ended September 30, 2006.

      During the fiscal year ended September 30, 2007, we received credits from
vendors, recovered certain bad debts and reduced certain accrued expenses which
offset a $19,058 increase in our Georgia lease settlement reserve resulting in
$297,196 ($.01 per basic share) of income from discontinued operations. The
$1,460,981 net loss ($.08 per basic share) from discontinued operations for the
fiscal year ended September 30, 2006 includes approximately $1 million
associated with our former California operations and approximately $461,000
associated with the costs of exiting associated with our Georgia operation.

      Our net income for the fiscal year ended September 30, 2007 was $293,894
or $.01 per basic share as compared to a net loss of $3,705,959 or $.19 per
basic share for the fiscal year ended September 30, 2006.

Liquidity and Capital Resources

      As of September 30, 2007, we had $376,764 in cash and cash equivalents and
a working capital deficiency of $3,520,493 of which $3,018,503 or 86% of the
total is associated with our discontinued Georgia subsidiary. We understand our
continued existence is dependent on our ability to generate positive operating
cash flow, achieve profitable status on a sustained basis and settle existing
obligations. We believe our efforts to achieve these goals, have been positively
impacted by the June 30, 2006 restructuring of our Laurus Credit facility and
our divestiture of historically unprofitable operations during fiscal 2006 and
2005 as evidenced by our recent two consecutive profitable quarters and a
significant reduction in our quarterly losses over the prior four quarters.

      Our Consolidated Statements of Cash Flows reflect events in the fiscal
year ended September 30, 2007 and 2006 as they affect our liquidity. During the
fiscal year ended September 30, 2007, net cash provided by operating activities
was $1,087,933 reflecting a net profit was $293,894 and the impact by the
following non-cash expenses and changes to our working capital: $1,912,445 of
depreciation and amortization which offset a $538,162 decrease in accounts
payable, and a $405,430 increase in accounts receivable. While our net loss for
the fiscal year ended September 30, 2006 was $3,705,959 our overall cash flow
was positively impacted by the following non-cash expenses and changes to our
working capital: $2,808,591 of depreciation and amortization, $264,543 of
non-cash impairment loss and net loss on disposal of fixed assets and a decrease
in accounts receivable and other current assets aggregating $1,736,704 which
offset a $289,603 decrease in accounts payable.

      Net cash used for investing activities was $933,825 for the fiscal year
ended September 30, 2007, reflecting the purchase of $941,075 of equipment
offset by proceeds from the sale of equipment of $7,250. Net cash used for by
investing activities was $863,880 for the fiscal year ended September 30, 2006
reflecting the purchase of $1,424,212 of equipment and the receipt of $560,332
from the sale of assets.


                                        7
<PAGE>

      Net cash used by financing activities was $416,358 during the fiscal year
ended September 30, 2007 reflecting the normal debt and capital lease
repayments. Net cash provided by financing activities was $764,787 during the
fiscal year ended September 30, 2006 reflecting the positive impact of the
Laurus restructuring and other notes payable and the sale of our common stock.

      In order to reduce our operating costs, address our liquidity needs and
return to profitable status, we have implemented and/or are in the processing of
implementing the following actions:

Divestiture of Unprofitable Operations

      Due to the magnitude of the continuing operating losses incurred by our
Georgia ($3.4 million) and Tennessee ($1.8 million) subsidiaries during fiscal
2005 and our California ($3.2 million since inception) subsidiary in fiscal 2006
our Board of Directors determined it to be in the best interest of our company
to discontinue all southeastern and west coast operations and dispose of their
respective operating assets.

      The divestiture of our Tennessee operations was substantially completed
during the fiscal year ended September 30, 2005. In September 2005, we adopted a
plan to dispose of all Georgia operations and during the quarter ended December
31, 2005, we substantially curtailed operations at our Georgia subsidiary. We
completed the divestiture of all Georgia operating assets as of March 1, 2006.
The aggregate net losses incurred during fiscal 2006 associated with our
discontinued Georgia operation was approximately $582,000.

      During the year ended September 30, 2007 we received credits from vendors,
we recovered certain bad debts and we reduced certain accrued expenses which
offset a $19,058 increase in our lease settlement reserve (see discussion of our
Georgia lease below) resulting in approximately $297,000 of income from
discontinued Georgia operations.

      In July 2006 we sold our California subsidiary to a third party for
$1,000. The aggregate net losses including the loss on disposal associated with
the discontinued operations of our California subsidiary included in the results
of operations for year ended September 30, 2006 were approximately $1,005,000
and $3.2 million since inception.

Credit Facility Refinancing

      On June 30, 2006, we entered into a $16 million amended and restated
credit facility with Laurus (the "New Credit Facility"). The New Credit Facility
consists of a $5 million non-convertible secured revolving note and an $11
million secured non-convertible term note. Unlike our previous credit facility
with Laurus, the New Credit Facility is not convertible into shares of common
stock.

      The revolving note has a term of three years from the closing, bears
interest on any outstanding amounts at the prime rate published in The Wall
Street Journal from time to time plus 2%, with a minimum rate of 8%. The amount
we may borrow at any time under the revolving note is based on our eligible
accounts receivable and our eligible inventory with an advance rate equal to 90%
of our eligible accounts receivable (90 days or less) and 50% of finished goods
inventory up to a maximum of $5 million minus such reserves as Laurus may
reasonably in its good faith judgment deem necessary from time to time.

      The term note has a maturity date of June 30, 2009 and bears interest at
the prime rate published in The Wall Street Journal from time to time plus 2%
with a minimum rate of 8%. Interest on the loan is payable monthly commencing
August 1, 2006. Principal will be amortized over the term of the loan,
commencing on July 2, 2007, with minimum monthly payments of principal as
follows: (i) for the period commencing on July 2, 2007 through June 2008,
minimum payments of $150,000; (ii) for the period from July 2008 through June
2009, minimum payments of $400,000; and (iii) the balance of the principal shall
be payable on the maturity date. In May 2007, Laurus agreed to reduce the
monthly principal payments required under Credit Facility during the period of
July 2007 to June 2008 from $150,000 to $100,000 per month. Laurus also agreed
to reduce the monthly principal payments required during the period of July 2008
to September 2008 from $400,000 to $100,000 per month. The net reduction of
$1,500,000 will be deferred and payable at the June 2009 maturity date. In
addition, we have agreed to make an excess cash flow repayment as follows: no
later than 95 days following the end of each fiscal year beginning with the
fiscal year ending on September 30, 2007, we have agreed to make a payment equal
to 50% of (a) our aggregate net operating cash flow generated in such fiscal
year less (b) our aggregate capital expenditures in such fiscal year (up to a
maximum of 25% of the net operating cash flow calculated in accordance with
clause (a) of this sentence. The term loan may be prepaid at any time without
penalty. We used approximately $9,972,000 of the term loan proceeds to repay
certain existing debt (including approximately $8.5 million due to Laurus) and
to pay approximately $888,000 of transaction fees associated with the New Credit
Facility.

      In connection with the New Credit Facility, we also issued to Laurus a
warrant to purchase up to an aggregate of 3,586,429 shares of our common stock
at an exercise price equal to $.01 per share. Laurus has agreed that it will
not, on any trading day, be permitted to sell any common stock acquired upon
exercise of this warrant in excess of 10% of the aggregate number of shares of
the common stock traded on such trading day. Previously issued warrants to
purchase an aggregate of 1,380,000 shares of our common stock were canceled as
part of these transactions. The amount of our common stock Laurus may hold at
any given time is limited to no more than 4.99% of our outstanding capital
stock. This limitation may be waived by Laurus upon 61 days notice to us and
does not apply if an event of default occurs and is continuing under the New
Credit Facility.


                                        8
<PAGE>

      On January 25, 2007 we filed the registration statement under the
Securities Act of 1933 relating to the 3,586,429 shares underlying the June 30,
2006 warrant as well as 553,997 shares issuable to another shareholder upon
exercise of a warrant. The registration statement was declared effective on
February 6, 2007.

      Pursuant to Statement of Financial Accounting Standards No. 15,
"Accounting by Debtors and Creditors for Troubled Debt Restructuring" ("SFAS
15") the New Credit Facility has been accounted for as a troubled debt
restructuring. It was determined that, because the effective interest rate of
the New Credit Facility was lower than that of the previous credit facility
therefore indicating a concession was granted by Laurus, we are viewed as a
passive beneficiary of the restructuring, and no new transaction has occurred.
Under SFAS 15, a modification of terms "is neither an event that results in a
new asset or liability for accounting purposes nor an event that requires a new
measurement of an existing asset or liability." Thus, from a debtor's
standpoint, SFAS 15 calls for a modification of the terms of a loan to be
accounted for prospectively. As a result, unamortized balances of $258,900 of
deferred financing fees and $972,836 of debt discount and beneficial conversion
features associated with the previous Laurus credit facility were netted along
with the value of the new warrants issued of $344,155 against the new term debt
related to the portion of the new debt that refinanced the Laurus debt and
related accrued interest totaling $8,503,416 to provide a net carrying amount
for that portion of the debt of $6,927,525. The carrying amount of the loan will
be amortized over the term of the loan at a constant effective interest of 20%
applied to the future cash payments specified by the new loan.

      Subject to applicable cure periods, amounts borrowed under the New Credit
Facility are subject to acceleration upon certain events of default, including:
(i) any failure to pay when due any amount we owe under the New Credit Facility;
(ii) any material breach by us of any other covenant made to Laurus; (iii) any
misrepresentation, in any material respect, made by us to Laurus in the
documents governing the New Credit Facility; (iv) the institution of certain
bankruptcy and insolvency proceedings by or against us; (v) the entry of certain
monetary judgments greater than $50,000 against us that are not paid or vacated
for a period of 30 business days; (vi) suspensions of trading of our common
stock; (vii) any failure to deliver shares of common stock upon exercise of the
warrant; (viii) certain defaults under agreements related to any of our other
indebtedness; and (ix) changes of control of our company. Substantial fees and
penalties are payable to Laurus in the event of a default.

      Our obligations under the New Credit Facility are secured by first
priority security interests in all of the assets of our company and all of the
assets of our GreenMan Technologies of Minnesota, Inc. and GreenMan Technologies
of Iowa, Inc. subsidiaries, as well as by pledges of the capital stock of those
subsidiaries. We expect to grant Laurus additional security interest in the
assets of Welch Products and its subsidiaries, and believe that the grant of
those security interests will increase our borrowing base under the term note
described above.

Additional Steps to Increase Liquidity

      Over the last several years, we have funded portions of our operating cash
flow from sales of equity securities, loans from officers and related parties,
increased borrowings and extending payments to our vendors.

      In November 2000, a director loaned us $200,000 under an unsecured
promissory note which bore interest at 12% per annum with interest due monthly
and the principal due in November 2001. In June 2001 and again in September
2002, the director agreed to extend the maturity date of note until November
2004. The director agreed to extend the maturity date several times and on
August 24, 2006, agreed to convert the $200,000 of principal and $76,445 of
accrued interest into 953,259 of unregistered shares of common stock at a price
of $.29 per share which was the closing price of our stock on the date of
conversion.

      In addition, during the period of January to June 2006, another director
loaned us $155,000 under the terms of three unsecured promissory notes which
bear interest at 10% per annum with interest with principal due during periods
ranging from June 30, 2006 through September 30, 2006. On April 12, 2006, the
director agreed in lieu of being repaid in cash at maturity to convert $76,450
(including interest of $1,450) into 273,035 shares of unregistered common stock
at a price of $.28 which was the closing price of our stock on the date of
conversion. In addition, on June 5, 2006 the director agreed to convert $15,226
(including interest of $226) into 42,295 shares of unregistered common stock at
a price of $.36 which was the closing price of our stock on the date of
conversion. The director has been repaid $30,000 during the fiscal year ended
September 30, 2007 and agreed to extend the remaining $35,000 until the earlier
of when all amounts due under the restructured Laurus credit facility have been
repaid or June 30, 2009.

Operating Performance Enhancements

      Historically, our tire shredding operations were able to recover and sell
approximately 60% of a processed tire with the balance disposed of as waste wire
residual (cross-contaminated rubber and steel) at a significant cost. During the
past several years we have purchased secondary equipment for our Iowa and
Minnesota facilities to further process the waste wire residual into saleable
components of rubber and steel that not only provide new sources of revenue but
also significantly reduced our residual disposal costs.

      During the third quarter of fiscal 2006, we initiated a $950,000 equipment
upgrade to our Iowa processing facility installing new fine grind crumb rubber
processing equipment. The equipment became operational during September 2006.
This new equipment is expected to increase overall production capacity by over 8


                                        9
<PAGE>

million pounds per year to over 20 million pounds of crumb rubber capacity.
Approximately $450,000 of the initiative was funded by a long term loan from the
Iowa Department of Natural Resources with the balance of the project funded
through internally generated cash flow and Iowa's line of credit. The Iowa line
of credit was subsequently paid off in conjunction with our June 2006 Laurus
refinancing.

Effects of Inflation and Changing Prices

      Generally, we are exposed to the effects of inflation and changing prices.
Given the largest component of our collection and disposal costs is
transportation, we have been adversely affected by the significant increases in
the cost of fuel. Additionally, because we rely on floating-rate debt for
certain financing arrangements, rising interest rates in fiscal 2006 and higher
prevailing interest rates in fiscal 2007 have had a negative effect on our
performance.

      Based on our fiscal 2008 operating plan, available working capital,
revenues from operations and anticipated availability under our working capital
line of credit with Laurus, we believe we will be able to satisfy our cash
requirements through fiscal 2008 at which time our Laurus principal payments
increase substantially. If we are unable to obtain additional financing or
restructure our remaining principal payments with Laurus, our ability to
maintain our current level of operations could be materially and adversely
affected and we may be required to adjust our operating plans accordingly.

Off-Balance Sheet Arrangements

      We lease various facilities and equipment under cancelable and
non-cancelable short and long term operating leases which are described in Note
7 to our Audited Consolidated Financial Statements.

Cautionary Statement

      Information contained or incorporated by reference in this document
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.

Factors That May Affect Future Results

Risks Related to our Business

We have been profitable during the most recent two quarters but lost money in
the previous eighteen consecutive quarters. We may need additional working
capital if we do not maintain profitability, which if not received, may force us
to curtail operations.

      While we recognized net income during the second half of fiscal 2007, we
have incurred losses from operations in the prior 18 consecutive quarters. As of
September 30, 2007, we had $376,764 in cash and cash equivalents and a working
capital deficiency of $3,520,493 of which $3,018,503 or 86% of the total is
associated with our discontinued Georgia subsidiary. We understand our continued
existence is dependent on our ability to generate positive operating cash flow
and achieve profitable status on a sustained basis and settle existing
obligations. We believe our efforts to achieve these goals, as evidenced by our
recent two consecutive profitable quarters and a significant reduction in our
quarterly losses over the prior four quarters have been positively impacted by
the June 30, 2006 restructuring of our Laurus Credit facility (see Note 4 to our
Audited Consolidated Financial Statements) and our divestiture of historically
unprofitable operations during fiscal 2006 and 2005 (see Note 2 to our Audited
Consolidated Financial Statements). However, in the first quarter of fiscal
2009, our principal payments due Laurus are scheduled to increase substantially.
If we are unable to obtain additional financing or restructure our remaining
principal payments with Laurus, our ability to maintain our current level of
operations could be materially and adversely affected and we may be required to
adjust our operating plans accordingly.

      The delisting of our common stock by the American Stock Exchange has
limited our stock's liquidity and could substantially impair our ability to
raise capital.

      Our common stock ceased trading on the American Stock Exchange on June 15,
2006 and was delisted by the Exchange on July 6, 2006 as result of our failure
to maintain Stockholders' equity in excess of $4 million as required by the
Exchange's Company Guide when a company has incurred losses in three of the four
most recent fiscal years. During the period of June 15 through June 20, 2006 we
were traded on the Pink Sheet. On June 21, 2006 we began trading on the
Over-The-Counter-Bulletin-Board under the symbol "GMTI". We believe the
delisting has limited our stock's liquidity and could substantially impair our
ability to raise capital.


                                       10
<PAGE>

      We have substantial indebtedness to Laurus Master Fund secured by
substantially all of our assets. If an event of default occurs under the secured
notes issued to Laurus, Laurus may foreclose on our assets and we may be forced
to curtail or cease our operations or sell some or all of our assets to repay
the notes. We have registered for resale for Laurus the 3,586,429 shares
underlying a warrant.

      On June 30, 2006, we entered into a $16 million amended and restated
credit facility with Laurus (the "New Credit Facility"). The New Credit Facility
consists of a $5 million non-convertible secured revolving note and an $11
million secured non-convertible term note.

      Subject to certain grace periods, the notes and agreements provide for the
following events of default (among others):

      o     failure to pay interest and principal when due;

      o     an uncured breach by us of any material covenant, term or condition
            in any of the notes or related agreements;

      o     a breach by us of any material representation or warranty made in
            any of the notes or in any related agreement;

      o     any form of bankruptcy or insolvency proceeding is instituted by or
            against us;

      o     any money judgment or similar final process is filed against us for
            more than $50,000 that remains unvacated, unbonded or unstayed for a
            period of 30 business days;

      o     suspension of our common stock from our principal trading market for
            five consecutive days or five days during any ten consecutive days;

      o     any failure to deliver shares of common stock upon exercise of the
            warrant;

      o     certain defaults under agreements related to any of our other
            indebtedness; and

      o     changes of control of our company.

      In the event of a future default under our agreements with Laurus, Laurus
may enforce its rights as a secured party and we may lose all or a portion of
our assets, be forced to materially reduce our business activities or cease
operations. On January 25, 2007 we filed the registration statement under the
Securities Act of 1933 relating to the 3,586,429 shares underlying the June 30,
2006 warrant as well as 553,997 shares issuable to another shareholder upon
exercise of a warrant. The registration statement was declared effective on
February 6, 2007.

We will require additional funding to grow our business, which funding may not
be available to us on favorable terms or at all. If we do not obtain funding
when we need it, our business will be adversely affected. In addition, if we
have to sell securities in order to obtain financing, the rights of our current
holders may be adversely affected.

      We will have to seek additional outside funding sources to satisfy our
future financing demands if our operations do not produce the level of revenue
we require to maintain and grow our business. We cannot assure that outside
funding will be available to us at the time that we need it and in the amount
necessary to satisfy our needs, or, that if such funds are available, they will
be available on terms that are favorable to us. If we are unable to secure
financing when we need it, our business will be adversely affected and we may
need to discontinue some or all of our operations. If we have to issue
additional shares of common stock or securities convertible into common stock in
order to secure additional funding, our current stockholders will experience
dilution of their ownership of our shares. In the event that we issue securities
or instruments other than common stock, we may be required to issue such
instruments with greater rights than those currently possessed by holders of our
common stock.

Improvement in our business depends on our ability to increase demand for our
products and services.

      Factors that could limit demand for our products and services are adverse
events or economic or other conditions affecting markets for our products and
services, potential delays in product development, product and service flaws,
changes in technology, changes in the regulatory environment and the
availability of competitive products and services.


                                       11
<PAGE>

Our business is subject to extensive and rigorous government regulation; failure
to comply with applicable regulatory requirements could substantially harm our
business.

      Our tire recycling activities are subject to extensive and rigorous
government regulation designed to protect the environment. The establishment and
operation of plants for tire recycling are subject to obtaining numerous permits
and complying with environmental and other government regulations. The process
of obtaining required regulatory approvals can be lengthy and expensive. The
Environmental Protection Agency and comparable state and local regulatory
agencies actively enforce environmental regulations and conduct periodic
inspections to determine compliance with government regulations. Failure to
comply with applicable regulatory requirements can result in, among other
things, fines, suspensions of approvals, seizure or recall of products,
operating restrictions, and criminal prosecutions. Furthermore, changes in
existing regulations or adoption of new regulations could impose costly new
procedures for compliance, or prevent us from obtaining, or affect the timing
of, regulatory approvals.

The market in which we operate is highly competitive, fragmented and
decentralized and our competitors may have greater technical and financial
resources.

      The market for our services is highly competitive, fragmented and
decentralized. Many of our competitors are small regional or local businesses.
Some of our larger competitors may have greater financial and technical
resources than we do. As a result, they may be able to adapt more quickly to new
or emerging technologies, changes in customer requirements, or devote greater
resources to the promotion and sale of their services. Competition could
increase if new companies enter the markets in which we operate or our existing
competitors expand their service lines. These factors may limit or prevent any
further development of our business.

Our success depends on the retention of our senior management and other key
personnel.

      Our success depends largely on the skills, experience and performance of
our senior management. The loss of any key member of senior management could
have a material adverse effect on our business.

Seasonal factors may affect our quarterly operating results.

      Seasonality may cause our total revenues to fluctuate. We typically
process fewer tires during the winter and experience a more pronounced volume
reduction in severe weather conditions. In addition, a majority of our crumb
rubber is used for playground and athletic surfaces, running tracks and
landscaping/groundcover applications which are typically installed during the
warmer portions of the year. Similar seasonal or other patterns may develop in
our business.

Inflation and changing prices may hurt our business.

      Generally, we are exposed to the effects of inflation and changing prices.
Primarily because the largest component of our collection and disposal costs is
transportation, we have been adversely affected by significant increases in the
cost of fuel. Additionally, because we rely on floating-rate debt for certain
financing arrangements, rising interest rates in fiscal 2006 and higher
prevailing interest rates in fiscal 2007 have had a negative effect on our
financial performance.

If we acquire other companies or businesses we will be subject to risks that
could hurt our business.

      A significant part of our business strategy entails future acquisitions or
significant investments in businesses that offer complementary products and
services. Promising acquisitions are difficult to identify and complete for a
number of reasons. Any acquisitions completed by our company may be made at a
premium over the fair value of the net assets of the acquired companies and
competition may cause us to pay more for an acquired business than its long-term
fair market value. There can be no assurance that we will be able to complete
future acquisitions on terms favorable to us or at all. In addition, we may not
be able to integrate our Welch Products acquisition or any future acquired
businesses, at all or without significant distraction of management into our
ongoing business. In order to finance acquisitions, it may be necessary for us
to issue shares of our capital stock to the sellers of the acquired businesses
and/or to seek additional funds through public or private financings. Any equity
or debt financing, if available at all, may be on terms which are not favorable
to us and, in the case of an equity financing or the use of our stock to pay for
an acquisition, may result in dilution to our existing stockholders.


                                       12
<PAGE>

As we grow, we are subject to growth related risks.

      We are subject to growth-related risks, including capacity constraints and
pressure on our internal systems and personnel. In order to manage current
operations and any future growth effectively, we will need to continue to
implement and improve our operational, financial and management information
systems and to hire, train, motivate, manage and retain employees. We may be
unable to manage such growth effectively. Our management, personnel or systems
may be inadequate to support our operations, and we may be unable to achieve the
increased levels of revenue commensurate with the increased levels of operating
expenses associated with this growth. Any such failure could have a material
adverse impact on our business, operations and prospects. In addition, the cost
of opening new facilities and the hiring of new personnel for those facilities
could significantly decrease our profitability, if the new facilities do not
generate sufficient additional revenue.

If we fail to maintain an effective system of internal controls, we may not be
able to accurately report our financial results or prevent fraud. As a result,
current and potential shareholders could lose confidence in our financial
reporting, which would harm our business and the trading price of our stock.

      Effective internal controls are necessary for us to provide reliable
financial reports and effectively minimize the possibility of fraud and its
impact on our company. If we cannot continue to provide financial reports or
effectively minimize the possibility of fraud, our business reputation and
operating results could be harmed.

      In addition, we will be required as currently proposed to include the
management reports on internal controls as part of our annual report for the
fiscal year ending September 30, 2008, pursuant to Section 404 of the
Sarbanes-Oxley Act of 2002, which requires, among other things, that we maintain
effective internal controls over financial reporting and procedures. In
particular, we must perform system and process evaluation and testing of our
internal controls over financial reporting to allow management and our
independent registered public accounting firm (commencing with the fiscal year
ended September 30, 2009) to report on the effectiveness of our internal
controls over financial reporting, as required by Section 404. Our compliance
with Section 404 will require that we incur substantial accounting expense and
expend significant management efforts.

      We cannot be certain as to the timing of the completion of our evaluation
and testing, the timing of any remediation actions that may be required or the
impact these may have on our operations. Furthermore, there is no precedent
available by which to measure compliance adequacy. If we are not able to
implement the requirements relating to internal controls and all other
provisions of Section 404 in a timely fashion or achieve adequate compliance
with these requirements or other requirements of the Sarbanes-Oxley Act, we
might become subject to sanctions or investigation by regulatory authorities
such as the Securities and Exchange Commission or any securities exchange on
which we may be trading at that time, which action may be injurious to our
reputation and affect our financial condition and decrease the value and
liquidity of our common stock.

Risks Related to the Securities Market

Our stock price may be volatile, which could result in substantial losses for
our shareholders.

      Our common stock is thinly traded and an active public market for our
stock may not develop. Consequently, the market price of our common stock may be
highly volatile. Additionally, the market price of our common stock could
fluctuate significantly in response to the following factors, some of which are
beyond our control:

      o     we are now traded on the OTC Bulletin Board;

      o     changes in market valuations of similar companies;

      o     announcements by us or by our competitors of new or enhanced
            products, technologies or services or significant contracts,
            acquisitions, strategic relationships, joint ventures or capital
            commitments;

      o     regulatory developments;

      o     additions or departures of senior management and other key
            personnel;

      o     deviations in our results of operations from the estimates of
            securities analysts; and

      o     future issuances of our common stock or other securities.


                                       13
<PAGE>

We have options and warrants currently outstanding. Exercise of these options
and warrant will cause dilution to existing and new shareholders. Future sales
of common stock by Laurus and our existing stockholders could result in a
decline in the market price of our stock.

      As of September 30, 2007, we had options and warrants outstanding to
purchase approximately 9,875,758 shares of common stock. The exercise of our
options and warrants will cause additional shares of common stock to be issued,
resulting in dilution to investors and our existing stockholders. As of
September 30, 2007, approximately 15 million shares of our common stock were
eligible for sale in the public market. This represents approximately 66% of our
outstanding shares of common stock. We have registered an additional 2,951,905
shares of common stock issuable upon exercise of remaining warrants owned by
certain stockholders, therefore increasing the potential total shares of our
common stock eligible for resale in the public market to 18 million. Sales of a
significant number of shares of our common stock in the public market could
result in a decline in the market price of our common stock, particularly in
light of the illiquidity and low trading volume in our common stock.

Our directors, executive officers and principal stockholders own a significant
percentage of our shares, which will limit your ability to influence corporate
matters.

      Our directors, executive officers and other principal stockholders owned
approximately 34 percent of our outstanding common stock as of September 30,
2007. Accordingly, these stockholders could have a significant influence over
the outcome of any corporate transaction or other matter submitted to our
stockholders for approval, including mergers, consolidations and the sale of all
or substantially all of our assets and also could prevent or cause a change in
control. The interests of these stockholders may differ from the interests of
our other stockholders. During the fiscal year ended September 30, 2007, Laurus
acquired 1,154,098 shares of our common stock upon partial exercise of its
warrant on a cashless basis. In addition, Laurus can elect to acquire up to
4,811,905 shares of our outstanding stock by exercising its warrants for an
aggregate exercise price of $48,119. If Laurus were to acquire those shares,
they would represent 21% of our outstanding shares of common stock at September
30, 2007. In addition, the limited number of shares held in public float effect
the liquidity of our common stock. Third parties may be discouraged from making
a tender offer or bid to acquire us because of this concentration of ownership.

We have never paid dividends on our capital stock and we do not anticipate
paying any cash dividends in the foreseeable future.

      We have paid no cash dividends on our capital stock to date and we
currently intend to retain our future earnings, if any, to fund the development
and growth of our business. In addition, our agreements with Laurus prohibit the
payment of cash dividends. As a result, capital appreciation, if any, of our
common stock will be shareholders' sole source of gain for the foreseeable
future.

Anti-takeover provisions in our charter documents and Delaware law could
discourage potential acquisition proposals and could prevent, deter or delay a
change in control of our company.

      Certain provisions of our Restated Certificate of Incorporation and
By-Laws could have the effect, either alone or in combination with each other,
of preventing, deterring or delaying a change in control of our company, even if
a change in control would be beneficial to our stockholders. Delaware law may
also discourage, delay or prevent someone from acquiring or merging with us.

Environmental Liability

      There are no known material environmental violations or assessments.

Recent Accounting Pronouncements

      SFAS 123(R) - In December 2004, the Financial Accounting Standards Board
("FASB") issued SFAS No. 123(R) (revised 2004), Share-Based Payment, which is a
revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No.
123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees,
and amends SFAS No. 95, Statement of Cash Flows. Generally, the approach in SFAS
No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS
No. 123(R) requires all share-based payments to employees, including grants of
employee stock options, to be recognized in the income statement based on their
fair values. Pro forma disclosure is not an alternative. SFAS No. 123(R) must be
adopted no later than the first interim period for fiscal years beginning after
December 15, 2005. We adopted SFAS No. 123(R) effective on October 1, 2006.


                                       14
<PAGE>

      SFAS No. 123(R) permits public companies to adopt its requirements using
one of two methods: a "modified prospective" approach or a "modified
retrospective" approach. Under the modified prospective approach, compensation
cost is recognized beginning with the effective date based on the requirements
of SFAS 123(R) for all share-based payments granted after the effective date and
the requirements of SFAS No. 123(R) for all awards granted to employees prior to
the effective date of SFAS No. 123(R) that remain unvested on the effective
date. The modified retrospective approach includes the requirements of the
modified prospective approach but also permits entities to restate based on the
amounts previously recognized under SFAS No. 123 for purposes of pro forma
disclosures either for all prior periods presented or prior interim periods of
the year of adoption. We have adopted the modified prospective method.

      As permitted by SFAS No. 123, we had accounted for the share-based
payments to employees using APB Opinion No. 25's intrinsic value method and, as
such, generally recognize no compensation cost for employee stock options.
However, grants of stock to employees have always been recorded at fair value as
required under existing accounting standards. We do not expect the adoption of
SFAS No. 123(R) to have a material effect on our results of operations. However,
our results of operations could be materially affected by share-based payments
issued after the adoption of SFAS 123(R). The impact of the adoption of SFAS No.
123(R) cannot be predicted at this time because it will depend on levels of
share-based payments granted in the future. The unamortized compensation costs
at September 30, 2007 was $335,944.

      SFAS No. 123(R) also requires the benefits of tax deductions in excess of
recognized compensation cost to be reported as a financing cash flow, rather
than an operating cash flow under current accounting literature. Since we do not
have the benefit of tax deductions in excess of recognized compensation cost,
because of its net operating loss position, the change will have no immediate
impact on the consolidated financial statements.

      SFAS No. 154 - In May 2005, FASB issued SFAS No. 154 "Accounting Changes
and Error Corrections", to amend Opinion 20 and FASB No. 3 and changes the
requirements for the accounting for and reporting of a change in accounting
principle. This Statement provides guidance on the accounting for and reporting
of accounting changes and error corrections. It establishes, unless
impracticable, retrospective application as the required method for reporting a
change in accounting principle in the absence of explicit transition
requirements specific to the newly adopted accounting principle. This Statement
also provides guidance for determining whether retrospective application of a
change in accounting principle is impracticable and for reporting a change when
retrospective application is impracticable. The correction of an error in
previously issued financial statements is not an accounting change. However, the
reporting of an error correction involves adjustments to previously issued
financial statements similar to those generally applicable to reporting an
accounting change retrospectively. Therefore, the reporting of a correction of
an error by restating previously issued financial statements is also addressed
by this Statement. The effective date for accounting changes and correction of
errors made in fiscal years beginning after December 15, 2005. This
pronouncement has not had a material effect on our financial statements.

      SFAS No. 155 - In February 2006, FASB issued SFAS No. 155, "Accounting for
Certain Hybrid Financial Instruments" as an amendment to SFAS No. 133 and 140.
This Statement:

      a. Permits fair value re-measurement for any hybrid financial instrument
      that contains an embedded derivative that otherwise would require
      bifurcation;

      b. Clarifies which interest-only strips and principal-only strips are not
      subject to the requirements of Statement 133;

      c. Establishes a requirement to evaluate interests in securitized
      financial assets to identify interests that are freestanding derivatives
      or that are hybrid financial instruments that contain an embedded
      derivative requiring bifurcation;

      d. Clarifies that concentrations of credit risk in the form of
      subordination are not embedded derivatives; and

      e. Amends Statement 140 to eliminate the prohibition on a qualifying
      special-purpose entity from holding a derivative financial instrument that
      pertains to a beneficial interest other than another derivative financial
      instrument.

      This Statement is effective for all financial instruments acquired or
issued after the beginning of an entity's first fiscal year that begins after
September 15, 2006. The adoption of SFAS 155 has not had a material effect on
our consolidated financial position or results of operations.


                                       15
<PAGE>

      SFAS No. 157 - In September 2006, the FASB issue SFAS No. 157, "Fair Value
Measurement" ("SFAS 157"). SFAS 157 defines fair value, establishes a framework
for measuring fair value and expands disclosures about fair value measurements.
SFAS 157 is effective for financial statements issued for fiscal years beginning
after November 17, 2007 and interim periods within those fiscal years. We are
evaluating the impact of adopting SFAS 157 on our consolidated financial
position, results of operations and cash flows.

      FIN No. 48 - In July 2006, the FASB issued Interpretation No. 48,
"Accounting for Uncertain Tax Positions"; an Interpretation of SFAS No. 109
("FIN 48"), which clarifies the criteria for recognition and measurement of
benefits from uncertain tax positions. Under FIN 48, an entity should recognize
a tax benefit when it is "more-likely-than-not", based on the technical merits,
that the position would be sustained upon examination by a taxing authority. The
amount to be recognized, given the "more likely than not" threshold was passed,
should be measured as the largest amount of tax benefit that is greater than 50
percent likely of being realized upon ultimate settlement with a taxing
authority that has full knowledge of all relevant information. Furthermore, any
change in the recognition, derecognition or measurement of a tax position should
be recognized in the interim period in which the change occurs. We do not expect
the adoption of FIN 48 to have a material effect on our consolidated financial
position or results of operations.

      Sarbanes-Oxley Section 404 - The Securities and Exchange Commission issued
two releases on August 6, 2006 to grant smaller public companies and many
foreign private issuers further relief from compliance with Section 404 of the
Sarbanes-Oxley Act of 2002. The Commission is proposing to grant relief to
smaller public companies by extending the date by which non-accelerated filers
must start providing a report by management assessing the effectiveness of the
company's internal control over financial reporting. The initial compliance date
for these companies would be moved from fiscal years ending on or after July 15,
2007, until fiscal years ending on or after Dec. 15, 2007. The Commission also
proposes to extend the date by which non-accelerated filers must begin to comply
with the Section 404(b) requirement to provide an auditor's attestation report
on internal control over financial reporting in their annual reports. This
deadline would be moved to the first annual report for a fiscal year ending on
or after Dec. 15, 2008. This proposed extension would result in all
non-accelerated filers being required to complete only the management's portion
of the internal control requirements in their first year of compliance with the
requirements. This proposal is intended to provide cost savings and efficiency
opportunities to smaller public companies and to assist them as they prepare to
comply fully with Section 404's reporting requirements. This proposed extension
will provide these issuers and their auditors an additional year to consider,
and adapt to, the changes in Auditing Standard No. 5 that the Commission and the
Public Company Accounting Oversight Board intend to make, as well as the
guidance for management the Commission intends to issue, to improve the
efficiency of the Section 404(b) auditor attestation report process.

Item 7. Financial Statements

      For information required with respect to this Item 7, see "Consolidated
Financial Statements" on pages 24 through 48 of this report.

Item 8. Changes In and Disagreements With Accountants on Accounting and
        Financial Disclosure

      None.

Item 8A. Controls and Procedures

      Our management, with the participation of our chief executive officer and
chief financial officer, evaluated the effectiveness of our disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934) as of September 30, 2007. In designing and evaluating our
disclosure controls and procedures, we recognized that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving their objectives and management necessarily
applied its judgment in evaluating the cost-benefit relationship of possible
controls and procedures. Based on this evaluation, our chief executive officer
and chief financial officer concluded that as of September 30, 2007, our
disclosure controls and procedures were (1) designed to ensure that material
information relating to the company, including our consolidated subsidiaries, is
made known to our chief executive officer and chief financial officer by others
within those entities, particularly during the period in which this report was
being prepared and (2) effective, in that they provide reasonable assurance that
information required to be disclosed by us in the reports that we file or submit
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the Commission's rules and forms.

      No change in our internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal
quarter ended September 30, 2007 that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.


                                       16
<PAGE>

PART III

Item 9. Directors, Executive Officers and Key Employees

      The information relating to directors and executive officers of the
Company is incorporated herein by reference to the information in the Company's
2008 Proxy Statement under the headings: ""Election of Directors"; "Occupations
of Directors and Executive Officers"; "Code of Ethics"; "Section 16(a)
Beneficial Ownership Reporting Compliance.

Item 10. Executive Compensation

      The information relating to executive compensation is incorporated herein
by reference to the information in the Company's 2008 Proxy Statement under the
headings: "Executive Compensation"; "Employment Agreements"; "Stock Option
Plans"; "Non-Employee Director Stock Option Plan"; "Employee Benefit Plan".

Item 11. Security Ownership of Certain Beneficial Owners and Management and
         Related Stockholder Matters

      The information relating to security ownership of certain beneficial
owners and management is incorporated herein by reference to the information in
the Company's 2008 Proxy Statement under the heading "Security Ownership of
Certain Beneficial Owners and Management".

Item 12. Certain Relationships and Related Transactions

Stock Issuances; Warrants

      In April 2006, Mr. Jensen purchased 500,000 unregistered shares of our
common stock at $.28 per share which was the closing bid price of the common
stock on the date his employment agreement was executed.

      During the quarter ended June 30, 2006, Mr. DeBenedictis agreed to convert
$91,676 of principal and interest due him under certain unsecured promissory
notes payable into 315,330 shares of our unregistered common stock.

      During the last half fiscal 2006, Messers. Jensen, Needham, Boyd,
DeBenedictis, Coppa and Dr. Kahn agreed to accept 231,695 shares of unregistered
common stock (valued at $82,046 at date of conversion) in lieu of cash for
certain director's fees and expenses due the individuals. In addition, on August
1, 2006, Mr. Coppa purchased 50,000 unregistered shares of common stock (valued
at $15,000 at date of purchase).

      On August 21, 2007, Mr. Jensen purchased 100,000 unregistered shares of
common stock (valued at $35,000 at date of purchase).

      During the year ended September 30, 2007, Messrs. Boyd, DeBenedictis and
Dr. Kahn agreed to accept 84,838 shares of unregistered common stock valued at
$30,796 (all shares were issued at a price equal to the closing price of our
common stock on date of issuance) in lieu of cash for certain director's fees,
interest and expenses due the directors.

Loans; Personal Guarantees

      Dr. Kahn loaned us $200,000 under a November 2000 unsecured promissory
note which bears interest at 12% per annum with interest due monthly and the
principal originally due in November 2001. In June 2001, Dr. Kahn agreed to
extend the maturity date of the note for an additional twelve months from its
original maturity. In September 2002, Dr. Kahn again agreed to extend the
maturity of the note until November 2004. Dr. Kahn agreed to extend the maturity
dated several times and on August 24, 2006, Dr. Kahn agreed to convert the
$200,000 of principal and $76,445 of accrued interest into 953,259 unregistered
shares of common stock.

      Between the period of June and August 2003, two immediate family members
of an officer loaned us a total of $400,000 under the terms of two-year,
unsecured promissory notes which bear interest at 12% per annum with interest
due quarterly and the principal due upon maturity. In March 2004, these same
individuals loaned us an additional $200,000 in aggregate, under similar terms
with the principal due upon maturity March 2006. These individuals each agreed
to invest the entire $100,000 principal balance of their June 2003 notes
($200,000 in aggregate) into our April 2004 private placement of investment
units and each received 113,636 units in these transactions. In addition, the
two individuals agreed to extend the maturity of the remaining balance of these
notes, $400,000 at September 30, 2007 until the earlier of when all amounts due
under the Laurus credit facility have been repaid or June 30, 2009.


                                       17
<PAGE>

      In September 2003, our former Chief Executive Officer loaned us $400,000
under a September 30, 2003 unsecured promissory note which bore interest at 12%
per annum. with interest due quarterly and the principal due March 31, 2004
(subsequently extended to September 30, 2004). In 2006 he agreed to extend the
maturity of this note until the earlier of when all amounts due under the Laurus
credit facility have been repaid or June 30, 2009. In July 2006, he assigned the
remaining balance of $99,320 as follows: $79,060 of the remaining balance to one
of Mr. Needham's immediate family members noted above and the remaining balance
of $20,260 plus accrued interest of $13,500 to Mr. Needham.

      Between January and June 2006, Mr. DeBenedictis loaned us $155,000 under
three unsecured promissory notes which bear interest at 10% per annum with
interest and principal due during periods ranging from June 30, 2006 through
September 30, 2006. On April 12, 2006, Mr. DeBenedictis agreed in lieu of being
repaid in cash at maturity to convert $76,450 (including interest of $1,450)
into 273,035 shares of unregistered common stock at a price of $.28 which was
the closing price of our stock on the date of conversion. In addition, on June
5, 2006 Mr. DeBenedictis agreed to convert $15,226 (including interest of $226)
into 42,295 shares of unregistered common stock at a price of $.36 which was the
closing price of our stock on the date of conversion. Mr. DeBenedictis has
agreed be paid $10,000 per month during the first half of fiscal 2007 and extend
the remaining $35,000 until the earlier of when all amounts due under the
restructured Laurus credit facility have been repaid or June 30, 2009.

Related Party Transactions

      We rent several pieces of equipment on a monthly basis from Valley View
Farms, Inc. and Maust Asset Management, LLC, two companies co-owned by one of
our employees. In January 2005, we entered into three equipment operating lease
agreements with Maust Asset Management. Under these leases, we are required to
pay between $1,500 and $2,683 per month rental and have the ability to purchase
the equipment at the end of the lease for between $12,000 and $16,000. Rent
expense associated with payments made to the two companies for the fiscal years
ended September 30, 2007 and 2006 was $187,554 and $263,801, respectively.

      In July 2002, our Minnesota subsidiary entered into a four-year equipment
lease with Valley View Farms. Under the lease, we were required to pay rent of
$4,394 per month until the lease termination in July 2006 at which time we
purchased the equipment for $60,000 as provided for in the lease.

      During fiscal 2006, we entered into 4 new capital lease agreements with
Maust Asset Management for equipment valued at $423,038. We are required to pay
rent of between $2,543 and $4,285 per month and have the ability to purchase the
equipment at the end of the lease for prices ranging from $11,250 to $15,000 per
unit.

      During fiscal 2007, we entered into a new capital lease agreement with
Maust Asset Management for equipment valued at $64,719. We are required to pay
rent of $1,614 per month and have the ability to purchase the equipment at the
end of the lease for $8,512.

      In April 2003, our Iowa subsidiary entered into a ten-year lease agreement
with Maust Asset Management for our Iowa facility. Under the lease, monthly rent
payments of $8,250 plus real estate taxes are required for the first five years,
increasing to $9,000 plus real estate taxes per month for the remaining five
years. The lease also provides us a right of first refusal to purchase the land
and buildings at fair market value during the term of the lease. Maust Asset
Management acquired the property from the former lessor. In April 2005, our Iowa
subsidiary entered into an eight-year lease agreement with Maust Asset
Management for approximately three acres adjacent to our existing Iowa facility.
Under that lease, monthly rent payments of $3,500 are required. For the fiscal
years ended September 30, 2007 and 2006, payments made in connection with these
leases amounted to $179,203 and $163,221, respectively.

      During March 2004, our Minnesota subsidiary sold all of its land and
buildings to an entity co-owned by one of our employees for $1,400,000,
realizing a gain of $437,337 which has been recorded as unearned income and
classified as a non current liability in the accompanying financial statements.
Simultaneous with the sale, we entered into an agreement to lease the property
back for a term of 12 years at an annual rent of $195,000, increasing to
$227,460 over the term of the lease. The gain is being recognized as income
ratably over the term of the lease. The lease provides for two additional four
year extensions. The building lease is classified as a capital lease at
September 30, 2007 valued at $1,036,000 with the portion allocated to land
treated as an operating lease. For the fiscal years ended September 30, 2007 and
2006, payments made in connection with this lease amounted to $241,539 and
$240,672, respectively.

      All transactions, including loans, between us and our officers, directors,
principal stockholders, and their affiliates are approved by a majority of the
independent and disinterested outside directors on the Board of Directors.
Management believes these transactions were consummated on terms no less
favorable to us than could be obtained from unaffiliated third parties.


                                       18
<PAGE>

Item 13. Exhibits and Reports on Form 8-K

      The following exhibits are filed with this document:

Exhibit No.  --   Description
-----------       -----------

  2.1 (1)    --    Asset Purchase Agreement dated February 17, 2006 between
                   GreenMan Technologies of Georgia, Inc., GreenMan
                   Technologies, Inc. and Tires Into Recycled Energy and
                   Supplies, Inc.

  2.2 (1)    --    Asset Purchase Agreement dated March 1, 2006 between
                   GreenMan Technologies of Georgia, Inc., GreenMan
                   Technologies, Inc. and MTR of Georgia, Inc.

  2.3 (1)    --    Amendment No. 1 to Lease Agreement dated February 28, 2006
                   between GreenMan Technologies of Georgia, Inc. and Mart
                   Management, Inc.

  2.4 (19)   --    Share Exchange Agreement among GreenMan Technologies,
                   Inc., Welch Products, Inc. and the Stockholders of Welch
                   Products, Inc., dated October 1, 2007

  2.5 (19)   --    Escrow Agreement among GreenMan Technologies, Inc., Welch
                   Products, Inc., the Stockholders of Welch Products, Inc.
                   and Dreher, Simpson and Jensen, P.C., as Escrow Agent,
                   dated October 1, 2007

  2.6 (19)   --    Agreement among GreenMan Technologies, Inc., Welch
                   Products, Inc., the Stockholders of Welch Products, Inc.
                   and Laurus Master Fund Ltd., dated October 1, 2007

  3.1 (2)    --    Restated Certificate of Incorporation as filed with the
                   Secretary of State of the State of Delaware on May 1,
                   2003, as amended

  3.2 (3)    --    By-laws of GreenMan Technologies, Inc.

  4.1 (3)    --    Specimen certificate for Common Stock of GreenMan
                   Technologies, Inc.

  4.2 (2)    --    Option Agreement, dated July 20, 2005 by and between
                   GreenMan Technologies, Inc. and Laurus Master Fund, Ltd.

  4.3 (4)    --    Common Stock Purchase Warrant, dated June 30, 2006, issued
                   To Laurus Master Fund

  4.4 (4)    --    Registration Rights Agreement dated June 30, 2006, made by
                   GreenMan Technologies, Inc. to Laurus Master Fund, Ltd.

 10.1 (5)    --    Securities Purchase Agreement, dated June 30, 2004, by and
                   between GreenMan Technologies, Inc. and Laurus Master
                   Fund, Ltd.

 10.2 (5)    --    Security Agreement, dated June 30, 2004, by and among
                   GreenMan Technologies, Inc. and certain of its
                   subsidiaries, in favor of Laurus Master Fund, Ltd.

 10.3 (5)    --    Master Security Agreement, dated June 30, 2004, by and
                   among GreenMan Technologies, Inc. and certain of its
                   subsidiaries, in favor of Laurus Master Fund, Ltd.

 10.4 (5)    --    Subsidiary Guarantee, dated June 30, 2004, by and among
                   GreenMan Technologies of Minnesota, Inc., GreenMan
                   Technologies of Georgia, Inc., GreenMan Technologies of
                   Iowa, Inc., GreenMan Technologies of Tennessee, Inc.,
                   GreenMan Technologies of Wisconsin, Inc. and GreenMan
                   Technologies of California, Inc., in favor of Laurus
                   Master Fund, Ltd.

 10.5 (5)    --    Stock Pledge Agreement, dated June 30, 2004, by and among
                   GreenMan Technologies, Inc. and Laurus Master Fund, Ltd.

 10.6 (6)    --    Amendment No. 1 and Waiver dated March 22, 2005 by and
                   among GreenMan Technologies, Inc. and certain of its
                   subsidiaries, in favor of Laurus Master Fund, Ltd.

 10.7 (2)    --    Securities Purchase Agreement, dated July 20, 2005, by and
                   between GreenMan Technologies, Inc. and Laurus Master
                   Fund, Ltd.

 10.8 (2)    --    Reaffirmation and Ratification Agreement, dated July 20,
                   2005 by and between GreenMan Technologies, Inc. and
                   certain of its subsidiaries, in favor of Laurus Master
                   Fund, Ltd.


                                       19
<PAGE>

 10.9 (7)    --    Waiver dated April 8, 2006 by and among GreenMan
                   Technologies, Inc. and Laurus Master Fund, Ltd.

 10.10 (4)   --    Amended and Restated Security Purchase Agreement, dated
                   June 30, 2006, by and among GreenMan Technologies, Inc.
                   and certain of its subsidiaries, in favor of Laurus Master
                   Fund, Ltd.

 10.11 (4)   --    Secured Non-Convertible Term Note, dated June 30, 2006,
                   made by GreenMan Technologies, Inc. to Laurus Master Fund,
                   Ltd.

 10.12 (4)   --    Secured Non-Convertible Revolving Note, dated June 30,
                   2006, made by GreenMan Technologies, Inc. to Laurus Master
                   Fund, Ltd.

 10.13 (4)   --    Reaffirmation and Ratification Agreement dated June 30,
                   2006, made by GreenMan Technologies, Inc. to Laurus Master
                   Fund, Ltd.

 10.14 (4)   --    Stock Pledge Agreement, dated June 30, 2006, by and among
                   GreenMan Technologies, Inc. and Laurus Master Fund, Ltd.

 10.15 (4)   --    Escrow Agreement dated June 30, 2006, among GreenMan
                   Technologies, Inc., Laurus Master Fund, Ltd., and Loeb &
                   Loeb LLP, as Escrow Agent

10.16 (18)   --    Letter dated May 7, 2007 between GreenMan Technologies,
                   Inc. and Laurus Master Fund, Ltd.

10.17 (3)    --    1993 Stock Option Plan

10.18 (8)    --    2005 Stock Option Plan

10.19 (3)    --    Form of confidentiality and non-disclosure agreement for
                   executive employees

10.20 (9)    --    Employment Agreement dated April 1, 2003 between GreenMan
                   Technologies, Inc. and Maurice E. Needham

10.21 (10)   --    Employment Agreement dated April 12, 2006, between
                   GreenMan Technologies, Inc. and Lyle E. Jensen

10.22 (11)   --    Employment Agreement between GreenMan Technologies, Inc.
                   and Charles E. Coppa

10.23 (19)   --    Consulting Agreement between GreenMan Technologies, Inc.
                   and Bruce A. Boland, dated October 1, 2007

10.24 (19)   --    Consulting Agreement between GreenMan Technologies, Inc.
                   and John W. Brown, dated October 1, 2007

10.25 (12)   --    Promissory note issued November 17, 2000 by GreenMan
                   Technologies, Inc. to Dr. Kahn

10.26 (13)   --    $100,000 Promissory Note issued by GreenMan Technologies,
                   Inc. to Joyce Ritterhauss dated March 10, 2004

10.27 (9)    --    $100,000 Promissory Note by GreenMan Technologies, Inc. to
                   Barbara Morey dated June 26, 2003

10.28 (9)    --    $100,000 Promissory Note by GreenMan Technologies, Inc. to
                   Barbara Morey dated August 26, 2003

10.29 (13)   --    $100,000 Promissory Note issued by GreenMan Technologies,
                   Inc. to Barbara Morey dated March 18, 2004

10.30 (17)   --    $20,260 Unsecured Promissory Note by GreenMan
                   Technologies, Inc. to Barbara Morey dated July 7, 2006

10.31 (17)   --    $79,060 Unsecured Promissory Note by GreenMan
                   Technologies, Inc. to Barbara Morey dated July 7, 2006

10.32 (5)    --    Subordination Agreement, dated June 30, 2004, by and among
                   Barbara Morey, Joyce Ritterhauss, Allen Kahn, Robert Davis
                   and Nancy Davis, in favor of Laurus Master Fund

10.33 (14)   --    $100,000 Unsecured Promissory Note issued by GreenMan
                   Technologies, Inc. to Nicholas and Nancy DeBenedictis
                   dated January 6, 2006

                                       20
<PAGE>

10.34 (4)    --    Subordination Agreement, dated March 15, 2006 by and among
                   Nicholas and Nancy DeBenedictis in favor of Laurus Master
                   Fund, Ltd.

10.35 (13)   --    Purchase Agreement dated February 21, 2004 between
                   GreenMan Technologies of Minnesota, Inc. and Earl Fisher

10.36 (13)   --    Commercial Lease Agreement dated March 25, 2004 between
                   GreenMan Technologies of Minnesota, Inc. and Two Oaks, LLC

10.37 (15)   --    Lease Agreement By and Between WTN Realty Trust to
                   GreenMan Technologies of Georgia, Inc. dated April 2, 2001

10.38 (16)   --    $750,000 Promissory Note by GreenMan Technologies, Inc. to
                   Republic Services of Georgia, LP dated May 6, 2002

10.39 (4)    --    Mutual General Release by and between GreenMan
                   Technologies, Inc. et al. and Republic Services, Inc.
                   dated June 30, 2006

10.40 (4)    --    $150,000 Promissory Note by GreenMan Technologies, Inc. to
                   Republic Services of Georgia, LP dated June 30, 2006

10.41 (18)   --    Letter dated June 22, 2007 between GreenMan Technologies,
                   Inc. and Republic Services of Georgia, LP.

10.42 (9)    --    Lease - Business Property agreement dated April 1, 2003
                   between GreenMan Technologies of Iowa, Inc. and Maust
                   Asset Management, LLC

10.43 (9)    --    Guaranty dated September 12, 2003 by GreenMan Technologies,
                   Inc. of obligations of GreenMan Technologies of Iowa, Inc.
                   under the Lease - Business Property with Maust Asset
                   Management, LLC

10.44 (7)    --    Lease - Business Property agreement dated March 1, 2005
                   between GreenMan Technologies of Iowa, Inc. and Maust
                   Asset Management, LLC

10.45 (7)    --    Lease - Motor Vehicle agreement dated January 1, 2005
                   between GreenMan Technologies of Minnesota, Inc. and Maust
                   Asset Management, LLC

10.46 (7)    --    Lease - Motor Vehicle agreement dated January 1, 2005
                   between GreenMan Technologies of Minnesota, Inc. and Maust
                   Asset Management, LLC

10.47 (7)    --    Lease - Motor Vehicle agreement dated January 1, 2005
                   between GreenMan Technologies of Minnesota, Inc. and Maust
                   Asset Management, LLC

10.48 (17)   --    Lease - Motor Vehicle agreement dated December 29, 2005
                   between GreenMan Technologies of Minnesota, Inc. and Maust
                   Asset Management, LLC

10.49 (17)   --    Lease - Motor Vehicle agreement dated July 1, 2006 between
                   GreenMan Technologies of Minnesota, Inc. and Maust Asset
                   Management, LLC

10.50 (17)   --    Lease - Motor Vehicle agreement dated July 1, 2006 between
                   GreenMan Technologies of Minnesota, Inc. and Maust Asset
                   Management, LLC

10.51 (20)   --    Lease - Motor Vehicle agreement dated October 16, 2006
                   between GreenMan Technologies of Minnesota, Inc. and Maust
                   Asset Management, LLC

10.52 (17)         Release agreement dated November 30, 2006 between Robert
                   H. Davis and GreenMan

21.1 (20)    --    List of All Subsidiaries

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

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

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

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


                                       21
<PAGE>

----------
(1)   Filed as an Exhibit to GreenMan Technologies, Inc.'s Form 8-K dated
      February 17, 2006 and filed March 6, 2006, and incorporated herein by
      reference.

(2)   Filed as an Exhibit to GreenMan Technologies, Inc.'s Form 10-QSB for the
      Quarter Ended June 30, 2005 and incorporated herein by reference.

(3)   Filed as an Exhibit to GreenMan Technologies, Inc.'s Registration
      Statement on Form SB-2 No. 33-86138 and incorporated herein by reference.

(4)   Filed as an Exhibit to GreenMan Technologies, Inc.'s Form 10-QSB for the
      Quarter Ended June 30, 2006 and incorporated herein by reference.

(5)   Filed as an Exhibit to GreenMan Technologies, Inc.'s Registration
      Statement on Form SB-2 (File No. 333-117819), and incorporated herein by
      reference.

(6)   Filed as an Exhibit to GreenMan Technologies, Inc.'s Form 8-K dated March
      22, 2005 and filed March 28, 2005, and incorporated herein by reference.

(7)   Filed as an Exhibit to GreenMan Technologies, Inc.'s Form 10-KSB for the
      fiscal year ended September 30, 2005 and incorporated herein by reference.

(8)   Filed as an Exhibit to GreenMan Technologies, Inc.'s definitive proxy
      statement dated May 19, 2005 with respect to the Annual meeting held on
      June 16, 2005, and incorporated herein by reference.

(9)   Filed as an Exhibit to GreenMan Technologies, Inc.'s Form 10-KSB for the
      Fiscal Year Ended September 30, 2003 and incorporated herein by reference.

(10)  Filed as an Exhibit to GreenMan Technologies, Inc.'s Form 8-K dated April
      12, 2006 and filed April 17, 2006, and incorporated herein by reference.

(11)  Filed as an Exhibit to GreenMan Technologies, Inc.'s Form 10-QSB for the
      Quarter Ended December 31, 2000 and incorporated herein by reference.

(12)  Filed as an Exhibit to GreenMan Technologies, Inc.'s Form 10-KSB for the
      Fiscal Year Ended September 30, 2001 and incorporated herein by reference.

(13)  Filed as an Exhibit to GreenMan Technologies, Inc.'s Form 10-QSB for the
      Quarter Ended March 31, 2004 and incorporated herein by reference.

(14)  Filed as an Exhibit to GreenMan Technologies, Inc.'s Form 10-QSB/A for the
      Quarter Ended March 31, 2006 and incorporated herein by reference.

(15)  Filed as an Exhibit to GreenMan Technologies, Inc.'s Form 10-QSB for the
      Quarter Ended June 30, 2001 and incorporated herein by reference.

(16)  Filed as an Exhibit to GreenMan Technologies, Inc.'s Form 10-QSB for the
      Quarter Ended June 30, 2002 and incorporated herein by reference.

(17)  Filed as an Exhibit to GreenMan Technologies, Inc.'s Form 10-KSB for the
      Fiscal Year Ended September 30, 2006 and incorporated herein by reference.

(18)  Filed as an Exhibit to GreenMan Technologies, Inc.'s Form 10-QSB for the
      Quarter Ended June 30, 2007 and incorporated herein by reference.

(19)  Filed as an Exhibit to GreenMan Technologies, Inc.'s Form 8-K dated
      October 1, 2007 and filed October 5, 2007, and incorporated herein by
      reference.

(20)  Filed herewith.

(b)   Reports on Form 8-K.

      None


                                       22
<PAGE>

Item 14. Principal Accountant Fees and Services

      In February 2007 we selected the firm of Schechter, Dokken, Kanter,
Andrews & Selcer, Ltd. ("SDKAS")as our independent auditors for the fiscal year
ending September 30, 2007 and they commenced providing services in conjunction
with the quarter ended March 31, 2007. Our former auditors, Wolf and Company,
P.C. only provided services in conjunction with the quarter ended December 31,
2006.

      In addition to audit services, SDKAS also provided certain non-audit
services to us during the fiscal year ended September 30, 2007. The Audit
Committee has considered whether the provision of these additional services is
compatible with maintaining the independence of SDKAS. Audit Fees. The aggregate
fees billed for professional services rendered by SDKAS for (1) the audit of our
financial statements as of and for the fiscal year ended September 30, 2007 and
(2) the review of the financial statements included our company's Form 10-QSB
filings for fiscal 2007 were $120,712. The aggregate fees billed for
professional services rendered by Wolf & Company, P.C. for the review of the
financial statements included our company's Form 10-QSB filings for fiscal 2007
were $25,050. The aggregate fees billed for professional services rendered by
Wolf & Company, P.C. for (1) the audit of our financial statements as of and for
the fiscal year ended September 30, 2006 and (2) the review of the financial
statements included in our Form 10-QSB filings for fiscal 2006 were $204,820.

      Audit-Related Fees. The aggregate fees billed in fiscal 2007 for assurance
and related services rendered by SDKAS that are reasonably related to the
performance of the audit or review of our financial statements, was $10,828.
Services rendered in this category consisted of (i) financial accounting and
reporting consultations, and (ii) participation in board and audit committee
meetings and (iii) assurance services on specific transactions. The aggregate
fees billed in fiscal 2007 and 2006 for assurance and related services rendered
by Wolf & Company, P.C. that are reasonably related to the performance of the
audit or review of our financial statements, were $0 and $4,300, respectively.
Services rendered in this category consisted of (i) financial accounting and
reporting consultations, and (ii) participation in board and audit committee
meetings and (iii) assurance services on specific transactions. Tax Fees. The
aggregate fees billed in fiscal 2007 and 2006 for professional services rendered
by Wolf & Company, P.C. for tax compliance, tax advice and tax planning were
$30,300 and $26,975, respectively.

      All Other Fees. The aggregate other fees billed during fiscal 2007and 2006
by SDKAS for the audit of our Company sponsored benefit plan was $11,500 and
$10,500, respectively. During fiscal 2007 and 2006, the aggregate fees billed by
Wolf & Company for products and services provided other than services reported
above was $5,750 and $0, respectively.

      Pre-Approval Policies and Procedures. The Audit Committee has adopted
policies which provide that our independent auditors may only provide those
audit and non-audit services that have been pre-approved by the Audit Committee,
subject, with respect to non-audit services, to a de minimis exception
(discussed below) and to the following additional requirements: (1) such
services must not be prohibited under applicable federal securities rules and
regulations, and (2) the Audit Committee must make a determination that such
services would be consistent with the principles that the independent auditor
should not audit its own work, function as part of management, act as an
advocate of our company, or be a promoter of our company's stock or other
financial interests. The chairman of the Audit Committee has the authority to
grant pre-approvals of permitted non-audit services between meetings, provided
that any such pre-approval must be presented to the full Audit Committee at its
next scheduled meeting.

      During fiscal 2007, all of the non-audit services provided by SDKAS were
pre-approved by the Audit Committee. Accordingly, the Audit Committee did not
rely on the de minimis exception noted above. This exception waives the
pre-approval requirements for non-audit services if certain conditions are
satisfied, including, among others, that such services are promptly brought to
the attention of and approved by the Audit Committee prior to the completion of
the audit.


                                       23
<PAGE>

GreenMan Technologies, Inc.
Index to Consolidated Financial Statements

                                                                        Page
                                                                        ----

Reports of Independent Registered Public Accounting Firms                25

Consolidated Balance Sheets as of September 30, 2007 and 2006            27

Consolidated Statements of Operations for the Years Ended
  September 30, 2007 and 2006                                            28

Consolidated Statements of Changes in Stockholders' Deficit
  for the Years Ended September 30, 2007 and 2006                        29

Consolidated Statements of Cash Flows for the Years Ended
  September 30, 2007 and 2006                                            30

Notes to Consolidated Financial Statements                               31


                                       24
<PAGE>

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
  GreenMan Technologies, Inc.
  Savage, Minnesota

      We have audited the accompanying consolidated balance sheet of GreenMan
Technologies, Inc. and subsidiaries as of September 30, 2007 and the related
consolidated statements of operations, changes in stockholders' deficit and cash
flows for the year then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

      We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of GreenMan Technologies, Inc.
and subsidiaries as of September 30, 2007 and the results of its operations and
its cash flows for the year then ended in conformity with accounting principles
generally accepted in the United States of America.

      As discussed in Note 1 to the consolidated financial statements, effective
October 1, 2006, GreenMan adopted Statement of Financial Accounting Standards
No. 123R, "Share-Based Payment", using the modified prospective method.

                    /S/ SCHECHTER DOKKEN KANTER ANDREWS & SELCER, LTD.
                    --------------------------------------------------
                    SCHECHTER DOKKEN KANTER ANDREWS & SELCER, LTD.

Minneapolis, Minnesota
December 31, 2007


                                       25
<PAGE>

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
  GreenMan Technologies, Inc.
  Savage, Minnesota

      We have audited the accompanying consolidated balance sheet of GreenMan
Technologies, Inc. and subsidiaries as of September 30, 2006 and the related
consolidated statements of operations, changes in stockholders' deficit and cash
flows for the year then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

      We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of GreenMan Technologies, Inc.
and subsidiaries as of September 30, 2006 and the results of their operations
and their cash flows for the year then ended in conformity with accounting
principles generally accepted in the United States of America.

                            /S/ WOLF & COMPANY, P.C.
                            -------------------------
                            WOLF & COMPANY, P.C.


Boston, Massachusetts
December 12, 2006.


                                       26
<PAGE>

                           GreenMan Technologies, Inc.
                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                   September 30,    September 30,
                                                                        2007             2006
                                                                   -------------    -------------
<S>                                                                <C>              <C>
                            ASSETS

Current assets:
  Cash and cash equivalents ....................................   $     376,764    $     639,014
  Accounts receivable, trade, less allowance for doubtful
    accounts of $268,867 and $185,206 as of September 30,
    2007 and September 30, 2006 ................................       2,462,358        2,056,928
  Product inventory ............................................         157,094          113,336
  Other current assets .........................................         764,046          653,423
  Assets related to discontinued operations ....................              --            7,291
                                                                   -------------    -------------
     Total current assets ......................................       3,760,262        3,469,992
                                                                   -------------    -------------
Property, plant and equipment, net .............................       5,218,706        5,807,119
                                                                   -------------    -------------
Other assets:
  Customer relationship intangibles, net .......................          72,485           85,434
  Other ........................................................         239,750          146,982
                                                                   -------------    -------------
     Total other assets ........................................         312,235          232,416
                                                                   -------------    -------------
                                                                   $   9,291,203    $   9,509,527
                                                                   =============    =============

            LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Notes payable, current .......................................   $   1,072,117    $     493,572
  Notes payable, related party, current ........................              --           30,000
  Accounts payable .............................................       1,320,320        1,786,130
  Accrued expenses, other ......................................       1,579,725        1,549,071
  Obligations under capital leases, current ....................         185,127          185,940
  Obligations due under lease settlement, current ..............          68,518               --
  Deferred gain on sale leaseback transaction, current .........          36,445           36,445
  Liabilities related to discontinued operations ...............       3,018,503        3,414,834
                                                                   -------------    -------------
     Total current liabilities .................................       7,280,755        7,495,992
  Notes payable, non-current portion ...........................      10,272,574       10,339,590
  Notes payable, related parties, non-current portion ..........         534,320          534,320
  Obligations under capital leases, non-current portion ........       1,272,527        1,615,692
  Deferred gain on sale leaseback transaction, non-current
    portion ....................................................         270,298          306,740
  Obligations due under lease settlement, non-current portion ..         580,540          630,000
                                                                   -------------    -------------
     Total liabilities .........................................      20,211,014       20,922,334
                                                                   -------------    -------------

Stockholders' deficit:
  Preferred stock, $1.00 par value, 1,000,000 shares
    authorized, none outstanding ...............................              --               --
  Common stock, $.01 par value, 40,000,000 shares authorized,
    22,880,435 shares and 21,408,966 shares issued and
    outstanding at September 30, 2007 and September 30, 2006 ...         228,804          214,089
  Additional paid-in capital ...................................      35,995,473       35,811,086
  Accumulated deficit ..........................................     (47,144,088)     (47,437,982)
                                                                   -------------    -------------
     Total stockholders' deficit ...............................     (10,919,811)     (11,412,807)
                                                                   -------------    -------------
                                                                   $   9,291,203    $   9,509,527
                                                                   =============    =============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       27
<PAGE>

                           GreenMan Technologies, Inc.
                      Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                                    Years Ended September 30,
                                                                      2007             2006
                                                                 -------------    -------------
<S>                                                              <C>              <C>
Net sales ....................................................   $  20,178,726    $  17,607,812
Cost of sales ................................................      14,222,158       12,953,753
                                                                 -------------    -------------
Gross profit .................................................       5,956,568        4,654,059
Operating expenses:
   Selling, general and administrative .......................       3,841,029        3,549,803
                                                                 -------------    -------------
Operating income from continuing operations ..................       2,115,539        1,104,256
                                                                 -------------    -------------
Other income (expense):
   Interest and financing expense ............................      (2,006,299)      (2,312,071)
   Non-cash interest and financing costs .....................              --       (1,273,014)
   Other, net ................................................           3,257          301,188
                                                                 -------------    -------------
     Other (expense), net ....................................      (2,003,042)      (3,283,897)
                                                                 -------------    -------------
Income (loss) from continuing operations before income taxes .         112,497       (2,179,641)
Provision for income taxes ...................................        (115,799)         (65,337)
                                                                 -------------    -------------
Loss from continuing operations ..............................          (3,302)      (2,244,978)
                                                                 -------------    -------------
Discontinued operations:
   Gain (loss) from discontinued operations ..................         297,196       (1,460,981)
                                                                 -------------    -------------
                                                                       297,196       (1,460,981)
                                                                 -------------    -------------
Net income (loss) ............................................   $     293,894    $  (3,705,959)
                                                                 =============    =============

Income (loss) from continuing operations per share-basic .....   $          --    $       (0.11)
Income (loss) from discontinued operations per share-basic ...            0.01            (0.08)
                                                                 -------------    -------------
Net income (loss) per share - basic ..........................   $        0.01    $       (0.19)
                                                                =============    =============
Net income (loss) per share - diluted ........................   $        0.01    $       (0.19)
                                                                 =============    =============
Weighted average shares outstanding - basic ..................      21,766,013       19,810,585
                                                                 =============    =============
Weighted average shares outstanding - diluted ................      26,456,570       19,810,585
                                                                 =============    =============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       28
<PAGE>

                           GreenMan Technologies, Inc.
           Consolidated Statements of Changes in Stockholders' Deficit
                     Years Ended September 30, 2007 and 2006

<TABLE>
<CAPTION>
                                                                                                        Additional
                                                                  Common Stock            Paid In       Accumulated
                                                               Shares       Amount        Capital         Deficit          Total
                                                             ----------   ----------   ------------    ------------    ------------
<S>                                                          <C>          <C>          <C>             <C>             <C>
Balance, September 30, 2005 ..............................   19,225,352   $  192,253   $ 34,853,599    $(43,732,023)   $ (8,686,171)
Sale of common stock .....................................      550,000        5,500        149,500              --         155,000
Net value of warrants issued in conjunction with debt
  restructuring ..........................................           --           --        344,155              --         344,155
Common stock issued upon conversion of interest and
  principal ..............................................    1,268,589       12,686        355,436              --         368,122
Common stock issued for fees and expenses due ............      231,695        2,317         79,729              --          82,046
Common stock issued for services rendered ................      133,330        1,333         28,667              --          30,000
Net loss for the year ended September 30, 2006 ...........           --           --             --      (3,705,959)     (3,705,959)
                                                             ----------   ----------   ------------    ------------    ------------
Balance, September 30, 2006 ..............................   21,408,966   $  214,089   $ 35,811,086    $(47,437,982)   $(11,412,807)
Common stock issued for fees and expenses due ............       84,838          849         29,947              --          30,796
Common stock issued for services rendered ................       67,533          675         22,575              --          23,250
Common stock issued in connection with lease settlement ..       65,000          650         31,850              --          32,500
Value of options issued for services rendered ............           --           --         11,070              --          11,070
Common stock issued on exercise of warrants using
  cashless exercise option ...............................    1,154,098       11,541        (11,541)             --              --
Compensation expense associated with stock options .......           --           --         66,486              --          66,486
Sale of common stock .....................................      100,000        1,000         34,000              --          35,000
Net income for year ended September 30, 2007 .............           --           --             --         293,894         293,894
                                                             ----------   ----------   ------------    ------------    ------------
Balance, September 30, 2007 ..............................   22,880,435   $  228,804   $ 35,995,473    $(47,144,088)   $(10,919,811)
                                                             ==========   ==========   ============    ============    ============
</TABLE>

           See accompanying notes to consolidated financial statements


                                       29
<PAGE>

                           GreenMan Technologies, Inc.
                      Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                     Years Ended September 30,
                                                                      2007              2006
                                                                  -------------    -------------
<S>                                                               <C>              <C>
Cash flows from operating activities:
   Net income (loss) ..........................................   $     293,894    $  (3,705,959)
Adjustments to reconcile net income to net cash provided by
operating activities:
   Loss on disposal of property, plant and equipment ..........           6,697          264,543
   Gain recognized on debt restructuring ......................              --         (353,476)
   Depreciation ...............................................       1,267,501        1,522,880
   Lease settlement and adjustments ...........................        (260,456)              --
   Amortization of non-cash financing costs ...................              --        1,272,874
   Amortization of deferred interest expense ..................         566,508               --
   Amortization of customer relationships .....................          12,949           12,837
   Amortization of stock option expense .......................          66,487               --
   Gain on sale leaseback .....................................         (36,442)         (36,445)
   Value of warrants issued ...................................           7,320               --
   Common stock issued for fees, incentives and expenses ......          84,920               --
   Shares issued for lease settlement .........................          32,500               --
   Decrease (increase) in assets:
     Accounts receivable ......................................        (405,430)       1,590,857
     Product inventory ........................................         (43,758)         (23,523)
     Other current assets .....................................         (95,457)         145,847
     Other assets .............................................         (41,200)         (84,622)
   Increase (decrease) in liabilities:
     Accounts payable .........................................        (538,162)        (289,603)
     Accrued expenses .........................................         170,062           56,712
                                                                  -------------    -------------
        Net cash provided by operating activities .............       1,087,933          372,922
                                                                  -------------    -------------
Cash flows from investing activities:
   Purchase of property and equipment .........................        (941,075)      (1,424,212)
   Proceeds on sale of property and equipment .................           7,250          116,000
   Proceeds from equipment held for sale ......................              --          444,332
                                                                  -------------    -------------
        Net cash used for investing activities ................        (933,825)        (863,880)
                                                                  -------------    -------------
Cash flows from financing activities:
   Net advances under line of credit ..........................              --         (619,950)
   Proceeds from notes payable ................................         596,432       11,692,579
   Proceeds from notes payable, related parties ...............              --          155,000
   Repayment of notes payable .................................        (782,539)      (3,713,644)
   Repayment of notes payable, related parties ................         (30,000)              --
   Repayment of convertible notes payable .....................              --       (3,108,257)
   Net (payments) advances on convertible notes payable,
    line of credit, net .......................................              --       (3,585,281)
   Principal payments on obligations under capital leases .....        (200,251)        (195,660)
   Net proceeds on the sale of common stock ...................              --          140,000
                                                                  -------------    -------------
        Net cash (used)provided by financing activities .......        (416,358)         764,787
                                                                  -------------    -------------
Net (decrease) increase in cash and cash equivalents ..........        (262,250)         273,829
Cash and cash equivalents at beginning of year ................         639,014          365,216
                                                                  -------------    -------------
Cash and cash equivalents at end of year, including $0 and
   $31, respectively, of cash related to discontinued
   operations .................................................   $     376,764    $     639,045
                                                                  =============    =============

  Supplemental cash flow information:
  Machinery and equipment acquired under capital leases .......   $     167,525    $     535,686
  Net change in capital lease .................................         364,000               --
  Net value of warrants issued ................................              --          344,156
  Shares issued upon conversion of convertible notes
    payable, related party and accrued interest ...............              --          368,121
  Shares issued in lieu of cash for fees, incentives,
    expenses and service rendered .............................              --          127,046
  Accounts receivable offset in connection with sale of
    discontinued operations ...................................              --          152,000
  Accounts payable offset with proceeds on sale of
    discontinued operations ...................................              --          247,000
  Interest paid ...............................................       1,420,722        1,238,375
  Taxes paid ..................................................          35,300           28,809
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       30
<PAGE>

                           GreenMan Technologies, Inc.
                   Notes To Consolidated Financial Statements

1.    Summary of Significant Accounting Policies

Basis of Presentation

      The consolidated financial statements include the accounts of GreenMan
Technologies, Inc. and our wholly-owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated in consolidation.

      In September 2005, due to the magnitude of continued operating losses, our
Board of Directors approved separate plans to divest the operations of our
Georgia and Tennessee subsidiaries and dispose of their respective assets. In
addition, due to continuing operation losses, in July 2006 we sold our 100%
ownership interest in our California subsidiary. Accordingly, we have classified
all three respective entities' assets, liabilities and results of operations as
discontinued operations for all periods presented in the accompanying
consolidated financial statements.

Reclassification

      Certain amounts in the 2006 financial statements have been reclassified to
conform to the 2007 presentation.

Nature of Operations, Risks, and Uncertainties

      GreenMan Technologies, Inc. (together with its subsidiaries "we", "us" or
"our") was originally founded in 1992 and has been operated as a Delaware
corporation since 1995. Today, we comprise two operating locations that collect,
process and market scrap tires in whole, shredded or granular form. We are
headquartered in Savage, Minnesota and currently operate tire processing
operations in Iowa and Minnesota.

      While we recognized net income during the second half of fiscal 2007, we
have incurred losses from operations in the prior 18 consecutive quarters. As of
September 30, 2007, we had $376,764 in cash and cash equivalents and a working
capital deficiency of $3,520,493 of which $3,018,503 or 86% of the total is
associated with our discontinued Georgia subsidiary. We understand our continued
existence is dependent on our ability to generate positive operating cash flow
and achieve profitable status on a sustained basis and settle existing
obligations. We believe our efforts to achieve these goals, as evidenced by our
recent two consecutive profitable quarters and a significant reduction in our
quarterly losses over the prior four quarters have been positively impacted by
the June 30, 2006 restructuring of our Laurus Credit facility (see Note 4) and
our divestiture of historically unprofitable operations during fiscal 2006 and
2005 (see Note 2). However, in the first quarter of fiscal 2009, our principal
payments due Laurus are scheduled to increase substantially. If we are unable to
obtain additional financing or restructure our remaining principal payments with
Laurus, our ability to maintain our current level of operations could be
materially and adversely affected and we may be required to adjust our operating
plans accordingly.

      Our future operating plan focuses on maximizing the performance of these
two operations through our continuing efforts to increase overall quality of
revenue (revenue per passenger tire equivalent) while remaining diligent with
our ongoing cost reduction initiatives. We have invested substantial amounts of
capital during the past several years, including approximately $950,000 in Iowa
during fiscal 2006 in new equipment to increase processing capacity at our Iowa
and Minnesota locations. As a result, we are currently selling product into
several new, higher-value markets as evidenced by a 27% increase in end product
revenue during fiscal 2007 as compared to fiscal 2006. We continue to experience
strong demand for our end products. In addition, we experienced a 2% increase in
overall tipping fees (fees we are paid to collect and dispose of a scrap tire)
during fiscal 2007 as compared to the same period during fiscal 2006.

Management Estimates

      The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the amounts of revenues and expenses recorded during the
reporting period. Actual results could differ from those estimates. Such
estimates relate primarily to the estimated lives of property and equipment
other intangible assets, the valuation reserve on deferred taxes, the value of
our lease settlement obligation and the value of equity instruments issued. The
amount that may be ultimately realized from assets and liabilities could differ
materially from the values recorded in the accompanying financial statements as
of September 30, 2007.


                                       31
<PAGE>

                           GreenMan Technologies, Inc.
                   Notes To Consolidated Financial Statements

1.    Summary of Significant Accounting Policies - (Continued)

      In particular, discontinued operations included management's best estimate
of the amounts to be realized and liabilities to be incurred in connection with
the discontinuing of our Georgia operation. The amounts we may ultimately
realize could differ materially from the amounts estimated in arriving at the
loss on disposal of the discontinued operations.

Cash Equivalents

      Cash equivalents include short-term investments with original maturities
of three months or less.

Accounts Receivable

      Accounts receivable are carried at original invoice amount less an
estimate made for doubtful accounts. Management determines the allowance for
doubtful accounts by regularly evaluating past due individual customer
receivables and considering a customer's financial condition, credit history,
and the current economic conditions. Individual accounts receivable are written
off when deemed uncollectible, with any future recoveries recorded as income
when received.

Product Inventory

      Inventory consists primarily of crumb rubber and is valued at the lower of
cost or market on the first-in first-out (FIFO) method.

Property, Plant and Equipment

      Property, plant and equipment are stated at cost. Depreciation and
amortization expense is provided on the straight-line method. Expenditures for
maintenance, repairs and minor renewals are charged to expense as incurred.
Significant improvements and major renewals that extend the useful life of
equipment are capitalized.

Deferred Loan Costs

      Deferred loan costs are amortized into interest expense over the life of
the related financing arrangement and represent costs incurred in connection
with financing at the corporate level and our wholly-owned subsidiary in Iowa.

Revenue Recognition

      We have two sources of revenue: processing revenue which is earned from
the collection, transportation and processing of scrap tires and product revenue
which is earned from the sale of tire chips, crumb rubber and steel. Revenues
from product sales are recognized when the products are shipped and
collectability is reasonably assured. Revenues derived from the collection,
transporting and processing of tires are recognized when processing of the tires
has been completed.

 Income Taxes

      Deferred tax assets and liabilities are recorded for temporary differences
between the financial statement and tax bases of assets and liabilities using
the currently enacted income tax rates expected to be in effect when the taxes
are actually paid or recovered. A deferred tax asset is also recorded for net
operating loss and tax credit carry forwards to the extent their realization is
more likely than not. The deferred tax expense for the period represents the
change in the net deferred tax asset or liability from the beginning to the end
of the period.

Stock-Based Compensation

      Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation", encourages all entities to adopt a fair value based
method of accounting for employee stock compensation plans, whereby compensation
cost is measured at the grant date based on the value of the award and is
recognized over the service period, which is usually the vesting period.
However, SFAS No. 123, as amended by SFAS No. 123(R), discussed below allowed us
until October 1, 2006 to continue to measure compensation cost of those plans
using the intrinsic value based method of accounting prescribed by Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees",
whereby compensation cost is the excess, if any, of the quoted market price of
the stock at the grant date (or other measurement date) over the amount an
employee must pay to acquire the stock. Stock options issued under our stock
option plans generally have no intrinsic value at the grant date, and under
Accounting Principles Board Opinion No. 25 no compensation cost is recognized
for them. We apply Accounting Principles Board Opinion No. 25 and related
interpretations in accounting for stock options issued to our employees and
directors. Had the compensation cost for the stock options issued to our
employees and directors been determined based on the fair value at the


                                       32
<PAGE>

                           GreenMan Technologies, Inc.
                   Notes To Consolidated Financial Statements

1.    Summary of Significant Accounting Policies - (Continued)

grant dates consistent with Statement of Financial Accounting Standards No. 123,
the net loss and net loss per share would have been adjusted to the pro forma
amounts indicated below:

                                                                  Year Ended
                                                              September 30, 2006
                                                              ------------------

Net loss as reported .......................................     $(3,705,959)
Add: Compensation recognized under APB No. 25 ..............              --
Less: Compensation recognized under FAS 123 ................         (12,012)
                                                                 -----------
Pro forma net loss .........................................     $(3,717,971)
                                                                 ===========

Net loss per share:
    Basic and diluted - as reported ........................     $     (0.19)
                                                                 ===========
    Basic and diluted - pro forma ..........................     $     (0.19)
                                                                 ===========

      The fair value of each option grant during the year ended September 30,
2006 under the 2005 Stock Option Plan was estimated on the date of grant using
the Black-Scholes option-pricing model with the following weighted average
assumptions; dividend yield of 0%; risk-free interest rates of approximately
4.9%; expected volatility ranging from 78% to 103% and expected life of 5 years.

      The fair value of each option grant during the year ended September 30,
2007 under the 2005 Stock Option Plan was estimated on the date of grant using
the Black-Scholes option-pricing model with the following weighted average
assumptions; dividend yield of 0%; risk-free interest rates of approximately
4.6%; expected volatility ranging from 62% to 78% and expected life of 7.5
years.

Intangible Assets

      In accordance with SFAS No. 142, "Goodwill and Other Intangible Assets" we
review intangibles for impairment annually, or more frequently if an event
occurs or circumstances change that would more likely than not reduce the fair
value of our intangible assets below their carrying value.

      Intangible assets include customer relationships acquired in current or
past business acquisitions which are being amortized on a straight-line basis
over a period of ten to twenty years, commencing on the date of the acquisition.
The impairment test for customer relationships requires us to review original
relations for continued retention. Amortization expense associated with customer
relationships amounted to $12,950 and $12,837 for the fiscal years ended
September 30, 2007 and 2006 respectively. Accumulated amortization was $66,515
and $53,567 at September 30, 2007 and 2006, respectively. Amortization of
customer relationships is expected to be $6,950 per year during the next four
years.

Long-Lived Assets

      In accordance with Statement of Financial Accounting Standards ("SFAS")
No. 144, long-lived assets to be held and used are analyzed for impairment
whenever events or changes in circumstances indicate the carrying amount of an
asset may not be recoverable. SFAS No. 144 "Accounting for The Impairment or
Disposal of Long Lived Assets", relates to assets that can be amortized and the
life can be determinable. We evaluate at each balance sheet date whether events
and circumstances have occurred that indicate possible impairment. If there are
indications of impairment, we use future undiscounted cash flows of the related
asset or asset grouping over the remaining life in measuring whether the assets
are fully recoverable. In the event such cash flows are not expected to be
sufficient to recover the recorded asset values, the assets are written down to
their estimated fair value. Long-lived assets to be disposed of are reported at
the lower of carrying amount or fair value of asset less the cost to sell.

Net Income Loss Per Share

      Basic earnings per share represents income available to common
stockholders 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 potentially 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 us relate to
outstanding stock options and warrants (determined using the treasury stock
method) and convertible debt. Basic and diluted net loss per share are the same
for the year ended September 30, 2006, since the effect of the inclusion of all
outstanding options would be anti-dilutive.


                                       33
<PAGE>

                           GreenMan Technologies, Inc.
                   Notes To Consolidated Financial Statements

1.    Summary of Significant Accounting Policies - (Continued)

New Accounting Pronouncements

      SFAS 123(R) - In December 2004, the Financial Accounting Standards Board
("FASB") issued SFAS No. 123(R) (revised 2004), Share-Based Payment, which is a
revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No.
123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees,
and amends SFAS No. 95, Statement of Cash Flows. Generally, the approach in SFAS
No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS
No. 123(R) requires all share-based payments to employees, including grants of
employee stock options, to be recognized in the income statement based on their
fair values. Pro forma disclosure is not an alternative. SFAS No. 123(R) must be
adopted no later than the first interim period for fiscal years beginning after
December 15, 2005. We adopted SFAS No. 123(R) effective on October 1, 2006.

      SFAS No. 123(R) permits public companies to adopt its requirements using
one of two methods: a "modified prospective" approach or a "modified
retrospective" approach. Under the modified prospective approach, compensation
cost is recognized beginning with the effective date based on the requirements
of SFAS 123(R) for all share-based payments granted after the effective date and
the requirements of SFAS No. 123(R) for all awards granted to employees prior to
the effective date of SFAS No. 123(R) that remain unvested on the effective
date. The modified retrospective approach includes the requirements of the
modified prospective approach but also permits entities to restate based on the
amounts previously recognized under SFAS No. 123 for purposes of pro forma
disclosures either for all prior periods presented or prior interim periods of
the year of adoption. We have adopted the modified prospective approach.

      As permitted by SFAS No. 123, we currently account for the share-based
payments to employees using APB Opinion No. 25's intrinsic value method and, as
such, generally recognizes no compensation cost for employee stock options.
However, grants of stock to employees have always been recorded at fair value as
required under existing accounting standards. During the fiscal year ended
September 30, 2007 we recorded compensation expense of $66,486 associated with
the adoption of SFAS No. 123(R). The unamortized compensation costs at September
30, 2007 was $335,944.

      SFAS No. 123(R) also requires the benefits of tax deductions in excess of
recognized compensation cost to be reported as a financing cash flow, rather
than an operating cash flow under current accounting literature. Since we do not
have the benefit of tax deductions in excess of recognized compensation cost,
because of its net operating loss position, the change will have no immediate
impact on the consolidated financial statements.

      SFAS No. 154 - In May 2005, FASB issued SFAS No. 154 "Accounting Changes
and Error Corrections", to amend Opinion 20 and FASB No. 3 and changes the
requirements for the accounting for and reporting of a change in accounting
principle. This Statement provides guidance on the accounting for and reporting
of accounting changes and error corrections. It establishes, unless
impracticable, retrospective application as the required method for reporting a
change in accounting principle in the absence of explicit transition
requirements specific to the newly adopted accounting principle. This Statement
also provides guidance for determining whether retrospective application of a
change in accounting principle is impracticable and for reporting a change when
retrospective application is impracticable. The correction of an error in
previously issued financial statements is not an accounting change. However, the
reporting of an error correction involves adjustments to previously issued
financial statements similar to those generally applicable to reporting an
accounting change retrospectively. Therefore, the reporting of a correction of
an error by restating previously issued financial statements is also addressed
by this Statement. The effective date for accounting changes and correction of
errors made in fiscal years beginning after December 15, 2005. This
pronouncement has not had a material effect on our financial statements.

      SFAS No. 155 - In February 2006, FASB issued SFAS No. 155, "Accounting for
Certain Hybrid Financial Instruments" as an amendment to SFAS No. 133 and 140.
This Statement:

      a. Permits fair value re-measurement for any hybrid financial instrument
      that contains an embedded derivative that otherwise would require
      bifurcation;

      b. Clarifies which interest-only strips and principal-only strips are not
      subject to the requirements of Statement 133;

      c. Establishes a requirement to evaluate interests in securitized
      financial assets to identify interests that are freestanding derivatives
      or that are hybrid financial instruments that contain an embedded
      derivative requiring bifurcation;


                                       34
<PAGE>

                           GreenMan Technologies, Inc.
                   Notes To Consolidated Financial Statements

1.    Summary of Significant Accounting Policies - (Continued)

      d. Clarifies that concentrations of credit risk in the form of
      subordination are not embedded derivatives; and

      e. Amends Statement 140 to eliminate the prohibition on a qualifying
      special-purpose entity from holding a derivative financial instrument that
      pertains to a beneficial interest other than another derivative financial
      instrument.

      This Statement is effective for all financial instruments acquired or
issued after the beginning of an entity's first fiscal year that begins after
September 15, 2006. The adoption of SFAS 155 has not had a material effect on
our consolidated financial position or results of operations.

      SFAS No. 157 - In September 2006, the FASB issued SFAS No. 157, "Fair
Value Measurement" ("SFAS 157"). SFAS 157 defines fair value, establishes a
framework for measuring fair value and expands disclosures about fair value
measurements. SFAS 157 is effective for financial statements issued for fiscal
years beginning after November 17, 2007 and interim periods within those fiscal
years. We are evaluating the impact of adopting SFAS 157 on our consolidated
financial position, results of operations and cash flows.

      FIN No. 48 - In July 2006, the FASB issued Interpretation No. 48,
"Accounting for Uncertain Tax Positions"; an Interpretation of SFAS No. 109
("FIN 48"), which clarifies the criteria for recognition and measurement of
benefits from uncertain tax positions. Under FIN 48, an entity should recognize
a tax benefit when it is "more-likely-than-not", based on the technical merits,
that the position would be sustained upon examination by a taxing authority. The
amount to be recognized, given the "more likely than not" threshold was passed,
should be measured as the largest amount of tax benefit that is greater than 50
percent likely of being realized upon ultimate settlement with a taxing
authority that has full knowledge of all relevant information. Furthermore, any
change in the recognition, derecognition or measurement of a tax position should
be recognized in the interim period in which the change occurs. The adoption of
FIN 48 has not had a material effect on our consolidated financial position or
results of operations.

      Sarbanes-Oxley Section 404 - The Securities and Exchange Commission issued
two releases on August 6, 2006 to grant smaller public companies and many
foreign private issuers further relief from compliance with Section 404 of the
Sarbanes-Oxley Act of 2002. The Commission is proposing to grant relief to
smaller public companies by extending the date by which non-accelerated filers
must start providing a report by management assessing the effectiveness of the
company's internal control over financial reporting. The initial compliance date
for these companies would be moved from fiscal years ending on or after July 15,
2007, until fiscal years ending on or after Dec. 15, 2007. The Commission also
proposes to extend the date by which non-accelerated filers must begin to comply
with the Section 404(b) requirement to provide an auditor's attestation report
on internal control over financial reporting in their annual reports. This
deadline would be moved to the first annual report for a fiscal year ending on
or after Dec. 15, 2008. This proposed extension would result in all
non-accelerated filers being required to complete only the management's portion
of the internal control requirements in their first year of compliance with the
requirements. This proposal is intended to provide cost savings and efficiency
opportunities to smaller public companies and to assist them as they prepare to
comply fully with Section 404's reporting requirements. This proposed extension
will provide these issuers and their auditors an additional year to consider,
and adapt to, the changes in Auditing Standard No. 5 that the Commission and the
Public Company Accounting Oversight Board intend to make, as well as the
guidance for management the Commission intends to issue, to improve the
efficiency of the Section 404(b) auditor attestation report process.

2.    Discontinued Operations

      Due to the magnitude of the continuing operating losses incurred by our
Georgia ($3.4 million) and Tennessee ($1.8 million) subsidiaries during fiscal
2005 and our California ($3.2 million since inception) subsidiary, in fiscal
2006 our Board of Directors determined it to be in the best interest of our
company to discontinue all southeastern and west coast operations and dispose of
their respective operating assets.

        During fiscal 2006 we recognized approximately $126,000 of income from
discontinued Tennessee operations as a result of a reduction in certain plant
closure accruals and an agreement with our former Tennessee landlord and the
recognition of $70,000 associated with insurance credits.


                                       35
<PAGE>

                           GreenMan Technologies, Inc.
                   Notes To Consolidated Financial Statements

2.    Discontinued Operations - (Continued)

      In September 2005, we adopted a plan to dispose of all Georgia operations
and during the quarter ended December 31, 2005, we substantially curtailed
operations at our Georgia subsidiary. We completed the divestiture of all
Georgia operating assets as of March 1, 2006. The aggregate net losses incurred
during fiscal 2006 associated with our discontinued Georgia operation was
approximately $582,000.

      During the year ended September 30, 2007 we received credits from vendors,
we recovered certain bad debts and we reduced certain accrued expenses which
offset a $19,058 increase in our lease settlement reserve (see discussion of our
Georgia lease below) resulting in approximately $297,000 of income from
discontinued Georgia operations.

      In July 2006 we sold our California subsidiary to a third party for
$1,000. The aggregate net losses including the loss on disposal associated with
the discontinued operations of our California subsidiary included in the results
of operations for year ended September 30, 2006 were approximately $1,005,000
and $3.2 million since inception.

      In February 2006, we sold and assigned to Tires Into Recycled Energy and
Supplies, Inc. ("TIRES"), a leading crumb rubber processor in the United States,
certain assets, including (a) certain truck tire processing equipment located at
our Georgia facility; (b) certain rights and interests in our contracts with
suppliers of scrap truck tires; and (c) certain intangible assets. TIRES assumed
all of our rights and obligations under these contracts. In return we received
$155,000 in cash proceeds; allowed TIRES to retain 127,389 shares of our common
stock previously issued in conjunction a terminated December 2004 letter of
intent and exclusive option and agreed to terminate all other agreements
executed between the parties. In addition, TIRES entered into a sublease
agreement with us with respect to part of the premises located in Georgia. As
additional consideration, TIRES terminated several material supply agreements
and a December 2005 letter of intent containing an exclusive option to acquire
certain operating assets of TIRES.

      In March 2006, we sold and assigned to MTR of Georgia, Inc. ("MTR"), a
company co-owned by a former employee, certain assets, including (a) certain
passenger tire processing equipment located at our Georgia facility; (b) certain
rights and interests in our contracts with suppliers of scrap passenger tires;
and (c) certain intangible assets. MTR assumed all of our rights and obligations
under these contracts. In addition, MTR entered into a sublease agreement with
us with respect to part of the premises located in Georgia. We received $250,000
from MTR for these assets. As additional consideration, MTR assumed financial
responsibility for disposing of all scrap tires and scrap tire processing
residual at the Georgia facility as of the closing of this sale.

      We agreed with TIRES and MTR not to compete in the business of providing
whole tire waste disposal services or selling crumb rubber material (except to
our existing customers) within certain Southeastern states for a period of three
years.

      In February 2006, we amended our Georgia lease agreement to obtain the
right to terminate the original lease, which had a remaining term of
approximately 15 years, by providing the landlord with six months notice. In the
event of termination, we will be obligated to continue to pay rent until the
earlier to occur of (1) the sale by the landlord of the premises; (2) the date
on which a new tenant takes over; or (3) three years from the date on which we
vacate the property. As a result of the amendment and our decision to dispose of
our Georgia operations, we wrote off the unamortized balance of $1,427,053
associated with the leased land and buildings and improvements as a cost of
disposal of discontinued operations at September 30, 2005. This loss was
partially offset by a $586,137 gain on settlement of the remaining capital lease
obligations due and is included in the loss on disposal of discontinued
operations at September 30, 2005. In addition, on August 28, 2006 we received
notice from the Georgia landlord indicating that the Georgia subsidiary was in
default under the lease due to its insolvent financial condition. The landlord
agreed to waive the default in return for $75,000 fee to be paid upon
termination of the lease and required that all current and future rights and
obligations under the lease be assigned to GreenMan Technologies, Inc. pursuant
to a March 29, 2001 guaranty agreement. The $75,000 is included in loss from
discontinued operations for the fiscal year ended September 30, 2006 and is
included in Obligations due under lease settlement at September 30, 2007.

      In July 2006 we sold our California subsidiary to a third party for
$1,000. GreenMan Technologies of California, was formed in 2002 to acquire all
of the outstanding common stock of Unlimited Tire Technologies, Inc. an Azusa,
California scrap tire recycling company of which the third party was the
majority owner. The aggregate net losses including the loss on disposal
associated with the discontinued operations of our California subsidiary
included in the results of operations for year ended September 30, 2006 were
approximately $1,005,000.


                                       36
<PAGE>

                           GreenMan Technologies, Inc.
                   Notes To Consolidated Financial Statements

2.    Discontinued Operations - (Continued)

      The major classes of assets and liabilities associated with discontinued
operations were:

<TABLE>
<CAPTION>
                                                              September 30,   September 30,
                                                                   2007            2006
                                                              -------------   -------------
<S>                                                           <C>             <C>
Assets related to discontinued operations:
  Cash ....................................................   $          --   $          31
  Other current assets ....................................              --           7,260
                                                              -------------   -------------
    Total current .........................................              --           7,291
  Property, plant and equipment (net) .....................              --              --
  Other ...................................................              --              --
                                                              -------------   -------------
    Total non-current .....................................              --              --
                                                              -------------   -------------
    Total assets related to discontinued operations .......   $          --   $       7,291
                                                              =============   =============

Liabilities related to discontinued operations:
  Accounts payable ........................................   $   2,502,779   $   2,575,134
  Notes payable, current ..................................         357,340         394,887
  Accrued expenses, other .................................         107,115         118,019
  Capital leases, current .................................          51,269         326,795
                                                              -------------   -------------
    Total current .........................................       3,018,503       3,414,834
    Total liabilities related to discontinued operations ..   $   3,018,503   $   3,414,834
                                                              =============   =============
</TABLE>

        Net sales and (loss) from discontinued operations were as follows:

                                                September 30,   September 30,
                                                     2007            2006
                                                -------------   -------------
Net sales from discontinued operations ......   $          --   $   2,885,019
Income (loss) from discontinued operations ..         297,196      (1,460,981)

3.    Property, Plant and Equipment

      Property, plant and equipment consists of the following:

<TABLE>
<CAPTION>
                                                    September 30,    September 30,        Estimated
                                                         2007             2006          Useful Lives
                                                    -------------    -------------      ------------
<S>                                                 <C>              <C>                <C>
Buildings and improvements ......................   $   1,384,028    $   1,741,943      10 - 20 years
Machinery and equipment .........................       7,379,405        7,188,119       5 - 10 years
Furniture and fixtures ..........................          15,147          164,025       3 - 5 years
Motor vehicles ..................................       3,928,089        3,586,457       3 - 10 years
                                                    -------------    -------------
                                                       12,706,669       12,680,544
Less accumulated depreciation and amortization ..      (7,487,963)      (6,873,425)
                                                    -------------    -------------
Property, plant and equipment, net ..............   $   5,218,706    $   5,807,119
                                                    =============    =============
</TABLE>

      During March 2004, our Minnesota subsidiary sold all of its land and
buildings to an entity co-owned by an officer for $1,400,000, realizing a gain
of $437,337 which has been recorded as unearned income and classified as a non
current liability in the accompanying financial statements. Simultaneous with
the sale, we entered into an agreement to lease the property back for a term of
12 years at an annual rent of $195,000, increasing to $227,460 over the term of
the lease. The gain will be recognized as income ratably over the term of the
lease. The building portion of the lease has been classified as a capital lease
and the land portion has been classified as an operating lease. The lease
provides for two additional 4-year extensions. We used $875,000 of the proceeds
to repay an existing mortgage on the property.

      Depreciation and amortization expense for the fiscal years ended September
30, 2007 and 2006 was $1,267,501 and $1,522,880 respectively, including
depreciation and amortization from discontinued operations of $213,689 for the
year ended September 30, 2006.


                                       37
<PAGE>

                           GreenMan Technologies, Inc.
                   Notes To Consolidated Financial Statements

4.    Credit Facility/Notes Payable

Republic Services of Georgia

      On May 6, 2002 we issued Republic Services of Georgia, LP ("RSLP") a
$743,750 10% promissory note due in March 2007. On July 31, 2005, RSLP agreed to
defer all interest and principal payments due, including nine existing past-due
payments totaling $76,042 through June 2006 at which time all past due interest
and principal payments under the May 6, 2002 promissory note was to be
incorporated into an a new 10% promissory note, payable in 48 monthly
installments commencing July 2006.

      On June 30, 2006 we reached an agreement with RSLP in which in return for
a payment of $250,000 and the issuance of a $150,000 unsecured promissory note,
RSLP agreed to forgo all remaining amounts due under the revised May 6, 2002
promissory note totaling $766,355 at June 30, 2006. The settlement was
characterized as a troubled debt restructuring and as a result, we realized a
gain on restructuring of $353,476 during the quarter ended June 30, 2006. The
note bears interest at 10% and was payable in 11 monthly installments of $5,000
with the remaining balance due June 30, 2007. On June 22, 2007, RSLP agreed to
accept the remaining balance of $107,879 in seven equal payments of $15,411
commencing June 30, 2007. The balance due RSLP at September 30, 2007 was
$46,234.

June 2006 Laurus Credit Facility

      On June 30, 2006, we entered into a $16 million amended and restated
credit facility with Laurus (the "New Credit Facility"). The New Credit Facility
consists of a $5 million non-convertible secured revolving note and an $11
million secured non-convertible term note. Unlike the terms of our prior credit
facility with Laurus, the New Credit Facility is not convertible into shares of
our common stock.

      Our obligations under the New Credit Facility are secured by first
priority security interests in all of the assets of our company and all of the
assets of our GreenMan Technologies of Minnesota, Inc. and GreenMan Technologies
of Iowa, Inc. subsidiaries, as well as by pledges of the capital stock of those
subsidiaries. We expect to grant Laurus additional security interest in the
assets of Welch Products and its subsidiaries, and believe that the grant of
those security interests will increase our borrowing base under the term note
described above (See Note 14).

      The revolving note has a three-year term from the closing, bears interest
on any outstanding amounts at the prime rate plus 2% (9.75% at September 30,
2007), with a minimum rate of 8%. Amounts advanced under the line are limited to
90% of eligible accounts receivable and 50% of finished goods inventory, as
defined up to a maximum of $5 million, subject to certain limitations. As of
September 30, 2007 the revolving note has a zero balance.

      The term loan has a maturity date of June 30, 2009 and bears interest at
the prime rate plus 2% (9.75% at September 30, 2007), with a minimum rate of 8%.
Interest on the term loan is payable monthly commencing August 1, 2006.
Principal is to be amortized over the term of the loan, commencing on July 2,
2007, with minimum monthly payments of principal as follows: (i) for the period
commencing on July 2, 2007 through June 2008, minimum principal payments of
$150,000; (ii) for the period from July 2008 through June 2009, minimum
principal payments of $400,000; and (iii) the balance of the principal will be
payable on the maturity date. In May 2007, Laurus agreed to reduce the principal
payments required during the period of July 2007 to September 2008 to $100,000
per month and defer the difference of $1,500,000 to the June 2009 maturity date.
In addition, we have agreed to make an excess cash flow repayment as follows: no
later than ninety-five days following the end of each fiscal year beginning with
the fiscal year ending on September 30, 2007, we have agreed to make a payment
equal to 50% of (a) the aggregate net operating cash flow generated for such
fiscal year less (b) aggregate capital expenditures made in such fiscal year (up
to a maximum of 25% of the net operating cash flow calculated in accordance with
this clause). The term loan may be prepaid at any time without penalty. We used
approximately $8,503,000 of the term note proceeds to repay our outstanding
indebtedness under our prior credit facility with Laurus, approximately
$1,219,000 to repay in full the indebtedness due our Iowa subsidiary's former
primary lender First American Bank, $250,000 to pay RSLP as part of a settlement
agreement (as described above) and approximately $888,000 to pay costs and fees
associated with this transaction which were expensed at June 30, 2006.

      Subject to applicable cure periods, amounts borrowed under the New Credit
Facility are subject to acceleration upon certain events of default, including:
(i) any failure to pay when due any amount we owe under the New Credit Facility;
(ii) any material breach by us of any other covenant made to Laurus; (iii) any
misrepresentation, in any material respect, made by us to Laurus in the
documents governing the New Credit Facility; (iv) the institution of certain
bankruptcy and insolvency proceedings by or against us; (v) the entry of certain
monetary judgments greater than $50,000 against us that are not paid or vacated
for a period of 30 business days; (vi) suspensions of trading of our common
stock; (vii) any failure to deliver shares of common stock upon exercise of the
warrant; (viii) certain defaults under agreements related to any of our other
indebtedness; and (ix) changes of control of our company. Substantial fees and
penalties are payable to Laurus in the event of a default.

      In connection with the New Credit Facility, we issued Laurus a warrant to
purchase up to an aggregate of 3,586,429 shares of our common stock at an
exercise price equal to $0.01 per share. This warrant, valued at $1,116,927, is
immediately exercisable, has a term of ten years, allows for cashless exercise
at the option of Laurus, and does not contain any "put" provisions. Previously


                                       38
<PAGE>

                           GreenMan Technologies, Inc.
                   Notes To Consolidated Financial Statements

4.    Credit Facility/Notes Payable - (Continued)

issued warrants to purchase an aggregate of 1,380,000 shares of our common
stock, which were issued in connection with the original notes on June 30, 2004,
were canceled as part of this transaction. The amount of our common stock Laurus
may hold at any given time is limited to no more than 4.99% of our outstanding
common stock. This limitation may be waived by Laurus upon 61 days notice to us
and does not apply if an event of default occurs and is continuing under the New
Credit Facility. The fair value of these terminated warrants was determined to
be $31,774 and offset the value of the new warrant issued. In addition, the fair
value associated with the foregone convertibility feature of all previous
convertible amounts was determined to be $740,998 and also offset the value of
the new warrant issued. As a result of the foregoing, the net value assigned to
the new warrant of $344,155 was recorded as paid in capital and recorded as a
reduction to the carrying value of the refinanced note as described below.

      Laurus has agreed that it will not, on any trading day, be permitted to
sell any common stock acquired upon exercise of this warrant in excess of 10% of
the aggregate numbers of shares of the common stock traded on such trading day.
On January 25, 2007 we filed a registration statement under the Securities Act
of 1933 relating to the 3,586,429 shares underlying the June 30, 2006 warrant as
well as 553,997 shares issuable to another shareholder upon exercise of a
warrant. The registration statement was declared effective on February 6, 2007.
On June 29, 2007, Laurus acquired 223,117 shares of our common stock upon the
partial exercise of its warrant on a cashless basis. Pursuant to Statement of
Financial Accounting Standards No. 15, "Accounting by Debtors and Creditors for
Troubled Debt Restructuring" ("SFAS 15") the New Credit Facility has been
accounted for as a troubled debt restructuring. It was determined that, because
the effective interest rate of the New Credit Facility was lower than that of
the previous credit facility therefore indicating a concession was granted by
Laurus, we are viewed as a passive beneficiary of the restructuring, and no new
transaction has occurred. Under SFAS 15, a modification of terms "is neither an
event that results in a new asset or liability for accounting purposes nor an
event that requires a new measurement of an existing asset or liability." Thus,
from a debtor's standpoint, SFAS 15 calls for a modification of the terms of a
loan to be accounted for prospectively. As a result, unamortized balances of
$258,900 of deferred financing fees and $972,836 of debt discount and beneficial
conversion features associated with the previous Laurus credit facility were
netted along with the value of the new warrants issued of $344,155 against the
new term debt related to the portion of the new debt that refinanced the Laurus
debt and related accrued interest totaling $8,503,416 to provide a net carrying
amount for that portion of the debt of $6,927,525. The carrying amount of the
loan will be amortized over the term of the loan at a constant effective
interest rate of 20% applied to the future cash payments specified by the new
loan.

<TABLE>
<CAPTION>
                                                                                              September 30,    September 30,
Notes payable consists of the following at:                                                        2007             2006
                                                                                              -------------    -------------

<S>                                                                                           <C>              <C>
Term note payable, Republic Services of Georgia, LP, unsecured, due in 3 monthly
  installments of $15,411 with the remaining balance due December 31, 2007 ................          46,234          147,879
Term note payable, Laurus Master Fund, Ltd., due in monthly installments of $100,000
  plus interest at prime plus 2% (7.75% at September 30, 2007) through September
  30, 2008 followed by 12 monthly principal payments of $400,000 plus interest
  with the remaining balance due June 2009 ................................................       9,821,748        9,424,109
Term note payable, State of Iowa, secured by certain assets of GreenMan of Iowa, due
  in quarterly installments of $8,449 including interest at 1.5% with the remaining
  principal balance due November 2012 .....................................................         189,736          220,506
Term note payable, State of Iowa, secured by certain assets of GreenMan of Iowa, due
  in 32 quarterly installments of $6,920 including interest at 3% through October 2012 ....         128,084          151,483
Term note payable, State of Iowa, secured by certain assets of GreenMan of Iowa, due
  in 28 quarterly installments of $16,469 including interest at 2% through July 2013 ......         391,794          449,686
Other term notes payable and assessments, secured by various equipment with interest
  rates ranging from 0% to 13.33% and requiring monthly installments from $639 to $5,490 ..         767,095          439,499
                                                                                              -------------    -------------
                                                                                                 11,344,691       10,833,162
Less current portion ......................................................................      (1,072,117)        (493,572)
                                                                                              -------------    -------------
  Notes payable, non-current portion ......................................................   $  10,272,574    $  10,339,590
                                                                                              =============    =============
</TABLE>

      The following is a summary of maturities of carrying values of all notes
payable at September 30, 2007:

      Years Ending September 30,
      --------------------------
      2008 .......................................     $ 1,072,117
      2009 .......................................       9,419,778
      2010 .......................................         258,536
      2011........................................         213,499
      2012 .......................................         261,131
      2013 and thereafter.........................         119,630
                                                       -----------
                                                       $11,344,691
                                                       ===========


                                       39
<PAGE>

                           GreenMan Technologies, Inc.
                   Notes To Consolidated Financial Statements

4.    Credit Facility/Notes Payable - (Continued)

      The carrying value of the Laurus debt under the New Credit Facility at
September 30, 2007 was $9,821,748 and does not equate to the total cash payments
due under the debt as a result of accounting for a troubled debt restructure.
The following is a summary of the cash maturities of the Laurus debt:

      Twelve Months Ending September 30,
      ----------------------------------
      2008 .......................................          $ 1,200,000
      2009 .......................................            9,500,000
                                                            -----------
                                                            $10,700,000
                                                            ===========

      Interest expense on the lines of credit and notes payable for the years
ended September 30, 2007 and 2006 amounted to $2,006,299 and $1,187,870
respectively.

5.    Notes Payable - Related Party

Note Payable - Related Party

      In November 2000, we borrowed $200,000 from a director under an unsecured
promissory note which bore interest at 12% per annum with interest due monthly
and the principal originally due in November 2001. The director agreed to extend
the maturity date several times and on August 24, 2006, agreed to convert the
$200,000 of principal and $76,445 of accrued interest into 953,259 of
unregistered shares of common stock at a price of $.29 per share which was the
closing price of our stock on the date of conversion.

      Between June and August 2003, two immediate family members of an officer
loaned us a total of $400,000 under the terms of two-year, unsecured promissory
notes which bear interest at 12% per annum with interest due quarterly and the
principal due upon maturity. In March 2004, these same individuals loaned us an
additional $200,000 in aggregate, under similar terms with the principal due
upon maturity March 2006. These individuals each agreed to invest the entire
$100,000 principal balance of their June 2003 notes ($200,000 in aggregate) into
our April 2004 private placement of investment units and each received 113,636
units in these transactions. In addition, the two individuals agreed to extend
the maturity of the remaining balance of these notes, $400,000 at September 30,
2006 until the earlier of when all amounts due under the Laurus credit facility
have been repaid or June 30, 2009. (see Note 4).

      In September 2003, a former officer loaned us $400,000 under a September
30, 2003 unsecured promissory note which bore interest at 12% per annum. In 2006
he agreed to extend the maturity of the remaining balance of this note until the
earlier of when all amounts due under the Laurus credit facility have been
repaid or June 30, 2009. In July 2006, the former officer assigned the remaining
balance of $99,320 as follows: $79,060 to one of an officer's immediate family
members noted above and the remaining balance of $20,260 plus accrued interest
of $13,500 to the officer.

      Between January and June 2006, a director loaned us $155,000 under three
unsecured promissory notes which bear interest at 10% per annum with interest
and principal due during periods ranging from June 30, 2006 through September
30, 2006. On April 12, 2006, the director agreed in lieu of being repaid in cash
at maturity to convert $76,450 (including interest of $1,450) into 273,035
shares of unregistered common stock at a price of $.28 which was the closing
price of our stock on the date of conversion. In addition, on June 5, 2006 the
director agreed to convert $15,226 (including interest of $226) into 42,295
shares of unregistered common stock at a price of $.36 which was the closing
price of our stock on the date of conversion. During the year ended of September
30, 2007 the director was repaid $30,000 and agreed to extend the remaining
$35,000 until the earlier of when all amounts due under the restructured Laurus
credit facility have been repaid or June 30, 2009.

      The following is a summary of maturities of all related party notes
payable at September 30, 2007:

      Years Ending September 30,
      --------------------------
      2008 .......................................        $     --
      2009........................................         534,320
                                                          --------
                                                          $534,320
                                                          ========

      Total interest expense for related party notes amounted to $63,422 and
$85,612, for the fiscal years ended September 30, 2007 and 2006, respectively.
Total accrued interest due related parties amounted to $101,653 and $86,229 at
September 30, 2007 and 2006, respectively.


                                       40
<PAGE>

                           GreenMan Technologies, Inc.
                   Notes To Consolidated Financial Statements

6.    Capital Leases

      We lease various facilities and equipment under capital lease agreements
with terms ranging from 36 months to 240 months and requiring monthly payments
ranging from $479 to $16,250. Assets acquired under capital leases with an
original cost of $2,869,661 and $3,066,136 and related accumulated amortization
of $1,415,217 and $1,257,455 are included in property, plant and equipment at
September 30, 2007 and 2006, respectively. Amortization expense for the years
ended September 30, 2007 and 2006 amounted to $157,762 and $240,488
respectively.

      In March 2004, our Minnesota subsidiary leased back their property from a
company co-owned by an employee under a twelve-year lease requiring an annual
rental of $195,000, increasing to $227,460 over the term of the lease. The lease
can be renewed for two additional four-year periods. The building lease has been
classified as a capital lease with a value of $1,036,000 and the portion
allocated to the land has been treated as an operating lease (See Note 3).

      In February 2006, we amended our Georgia lease agreement to obtain the
right to terminate the original lease, which had a remaining term of
approximately 15 years, by providing the landlord with six months notice. In the
event of termination, we will be obligated to continue to pay rent until the
earlier to occur of (1) the sale by the landlord of the premises; (2) the date
on which a new tenant takes over; or (3) three years from the date on which we
vacate the property. As a result of the amendment and our decision to dispose of
our Georgia operations, we wrote off the unamortized balance of $1,427,053
associated with the leased land and buildings and improvements as a cost of
disposal of discontinued operations at September 30, 2005. This loss was
partially offset by a $586,137 gain on settlement of the remaining capital lease
obligations due and is included in the loss on disposal of discontinued
operations at September 30, 2005. In addition, on August 28, 2006 we received
notice from the Georgia landlord indicating that the Georgia subsidiary was in
default under the lease due to its insolvent financial condition. The landlord
agreed to waive the default in return for $75,000 fee to be paid upon
termination of the lease and required that all current and future rights and
obligations under the lease be assigned to GreenMan Technologies, Inc. pursuant
to a March 29, 2001 guaranty agreement. The $75,000 is included in loss from
discontinued operations for the fiscal year ended September 30, 2006 and is
included in Obligations due under lease settlement at September 30, 2007.

      During fiscal 2006, we entered into four capital lease agreements with
Maust Asset Management, a company co-owned by one of our employees for equipment
valued at $423,038. Under the terms of the leases we are required to pay between
$2,543 and $4,285 per month rental for a period of 60 months from inception. We
have the ability to purchase the equipment at the end of each lease for prices
ranging from $11,250 to $15,000 per unit.

      During fiscal 2007, we entered into a new capital lease agreements with
Maust Asset Management for equipment valued at $64,719. We are required to pay
$1,614 per month rental and have the ability to purchase the equipment at the
end of the lease for $8,512.

      Years Ending
      September 30,
      -------------
          2008 ...................................        $  341,752
          2009....................................           345,588
          2010....................................           340,560
          2011....................................           293,768
          2012....................................           181,063
          2013 and thereafter.....................           589,093
                                                          ----------
      Total minimum lease payments ...............         2,091,824
      Less amount representing interest ..........          (634,170)
                                                          ----------
      Present value of minimum lease payments ....        $1,457,655
                                                          ==========

      For the years ended September 30, 2007 and 2006, interest expense on
capital leases amounted to $76,796 and $168,143, respectively.

7.    Commitments and Contingencies

Management Changes

      On April 12, 2006, our Board of Directors named Lyle E. Jensen as
President and Chief Executive Officer succeeding Robert H. Davis, who resigned
those positions, and resigned as a member of our Board of Directors, on the same
day. Mr. Jensen has been a member of our Board of Directors since May 2002, and
previously served as the Chair of the Board's Audit Committee and as member of
the Board's Compensation Committee. Mr. Jensen remains a member of the Board of
Directors, but no longer serves on these committees. Nicholas DeBenedictis, an
outside Director has joined the Compensation Committee and will serve as Audit
Committee Chair.


                                       41
<PAGE>

                           GreenMan Technologies, Inc.
                   Notes To Consolidated Financial Statements

7.    Commitments and Contingencies - (Continued)

      We entered into a five-year employment agreement with Mr. Jensen pursuant
to which Mr. Jensen receives 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. The agreement may be terminated
without cause on thirty days' notice but provides for payment of twelve months'
salary and certain benefits as a severance payment for termination without
cause. The agreement also provides for incentive compensation based on the
attainment of certain financial and non-financial goals. Mr. Jensen also
received a relocation allowance of $23,603 and 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 the our common stock, par value $.01
per share, with an exercise price of $.28 per share which was the closing price
of our stock on the date of grant. In addition, upon signing of his employment
agreement, Mr. Jensen purchased 500,000 unregistered shares of our common stock
at $.28 per share which was the closing bid price of the common stock on the
date the agreement was executed. In conjunction with Mr. Davis's resignation, we
agreed to the payment of salary and certain benefits for a subsequent twelve
month period which aggregate approximately $300,000 pursuant to certain
contractual obligations. As of September 30, 2007 all amounts due Mr. Davis have
been paid.

      In addition, based on the intended sale of our California subsidiary (see
Note 2), notice of termination was provided to our California vice president on
June 30,2006 and we agreed to the payment of salary and certain benefits for a
subsequent twelve month period which aggregate approximately $97,000 pursuant to
certain contractual obligations. As of September 30, 2007 all amounts due have
been paid.

Employment Agreements

      We have employment agreements with three (including Mr. Jensen) of our
corporate officers, which provide for base salaries, participation in employee
benefit programs and severance payments for termination without cause.

Rental Agreements

      Our Iowa subsidiary leases a facility located on approximately 4 acres of
land under a 10-year lease commencing in April 2003 from Maust Asset Management
Company, LLC ("Maust Asset Management"), a company co-owned by one of our
employees. Under the terms of the lease, monthly rental payments of $8,250 on a
triple net basis are required for the first five years increasing to $9,000 on a
triple net basis per month for the remaining five years. The lease also provides
a right of first refusal to purchase the land and buildings at fair market value
during the term of the lease. Maust Asset Management acquired the property from
the former lessor. In April 2005, our Iowa subsidiary entered into an eight-year
lease agreement with Maust Asset Management for approximately 3 acres adjacent
to our existing Iowa facility at monthly rent payments of $3,500.

      We leased approximately 4,500 square feet of office space from an
unrelated third party for our corporate headquarters pursuant to a five-year
lease that expired in May 2008. In conjunction with the relocation of corporate
headquarters from Massachusetts to Minnesota we terminated our lease for our
former headquarters effective November 1, 2006. In return for the termination,
we gave our landlord $50,000 and 65,000 shares of our common stock (valued at
$32,500) and we remained in the existing space through December 31, 2006. As a
result of settlement, we recorded a lease settlement expense of $54,360 at
September 30, 2006. In addition, as part of the settlement agreement, the
landlord agreed to provide us with approximately 1,100 square feet of office
space for 12 months commencing January 1, 2007 at no cost (valued at $15,000).
In December 2007 the landlord agreed to a tenant-at-will agreement for existing
space on rolling six month basis at $1,250 per month.

      For the years ended September 30, 2007 and 2006, total rental expense in
connection with all non-cancellable real estate leases amounted to $401,649 and
$219,840, respectively including $318,450 per year associated with related-party
leases.

      We also rent various vehicles and equipment from third parties under
non-cancellable operating leases with monthly rental payments ranging from
$1,500 to $2,683 and with terms ranging from 38 to 47 months. In addition, we
rent several pieces of equipment on a monthly basis from a company co-owned by
an employee at monthly rentals ranging from $263 to $1,295. In January 2005, we
entered into three new equipment lease agreements with Maust Asset Management in
which we are required to pay between $1,500 and $2,683 per month rental and have
the ability to purchase the equipment at the end of the lease for between
$12,000 and $16,000.


                                       42
<PAGE>

                           GreenMan Technologies, Inc.
                   Notes To Consolidated Financial Statements

7.    Commitments and Contingencies - (Continued)

      For the fiscal years ended September 30, 2007 and 2006, total rent expense
in connection with non-cancellable operating vehicle and equipment leases
amounted to $68,199 and $68,837, respectively, of which, $68,199 and $68,199
were to related parties. The total future minimum rental commitment at September
30, 2007 under the above operating leases are as follows:

Year ending September 30:                  Real Estate    Equipment     Total
                                           -----------   ----------   ----------

   2008 ................................   $   198,228   $   49,416   $  247,644
   2009 ................................       204,756        6,000      210,756
   2010 ................................       204,756           --      204,756
   2011 ................................       204,756           --      204,756
   2012 ................................       206,948           --      206,948
   2013 and thereafter .................       295,317           --      295,317
                                           -----------   ----------   ----------
                                           $ 1,314,761   $   55,416   $1,370,177
                                           ===========   ==========   ==========

Litigation

      As of September 30, 2007, approximately seventeen vendors of our GreenMan
Technologies of Georgia, Inc. and GreenMan Technologies of Tennessee, Inc.
subsidiaries had commenced legal action, primarily in the state courts of
Georgia, in attempts to collect approximately $1.9 million of past due amounts,
plus accruing interest, attorneys' fees, and costs, all relating to various
services rendered to these subsidiaries. These amounts are included in
liabilities related to discontinued operations at September 30, 2007. The
largest individual claim is for approximately $650,000. As of September 30,
2007, eight vendors had secured judgments in their favor against GreenMan
Technologies of Georgia, Inc. for an aggregate of approximately $661,000. As
previously noted, all of GreenMan Technologies of Tennessee, Inc.'s assets were
sold in September 2005 and substantially all of GreenMan Technologies of
Georgia, Inc.'s assets were sold as of March 1, 2006. All proceeds from these
sales were retained by our secured lender and these subsidiaries have no
substantial assets. We are therefore currently evaluating the alternatives
available to these subsidiaries.

      Although GreenMan Technologies, Inc. was not a party to any of these
vendor relationships, three of the plaintiffs have named GreenMan Technologies,
Inc. as a defendant along with our subsidiaries. We believe that GreenMan
Technologies, Inc. has valid defenses to these claims, as well as against any
similar or related claims that may be made against us in the future, and we
intend to defend against any such claims vigorously. In addition to the
foregoing, we are subject to routine claims from time to time in the ordinary
course of our business. We do not believe that the resolution of any of the
claims that are currently known to us will have a material adverse effect on our
company or on our financial statements.

8.    Stockholders' Equity

Common Stock Transactions

      On April 12, 2006, our Chief Executive Officer purchased 500,000 shares of
our unregistered common stock (see Note 7) and on July 31, 2006 our Chief
Financial Officer purchased 50,000 unregistered shares of common stock.

      During the quarter ended June 30, 2006, a director agreed to convert
$90,000 principal and $1,676 interest due him under certain unsecured promissory
notes payable into 315,330 shares of our unregistered common stock. (see Note
5). On August 24, 2006, a director agreed to convert $200,000 of principal and
$76,445 of accrued interest due him under an unsecured promissory note into
953,259 unregistered shares of common stock. (see Note 5)

      During the fiscal year ended September 30, 2006, several directors and
officers agreed to accept 231,695 shares of unregistered common stock (valued at
$82,046) in lieu of cash for certain director's fees and expenses due the
individuals. In addition, we issued 133,330 shares of unregistered stock (valued
at $30,000) to a third party for consulting services rendered during fiscal
2006.

      On October 19, 2006, we issued 13,636 shares of our unregistered common
stock valued at $4,500 (at a price of $.33 which was the closing price of our
stock on the date of issuance) to a third party for financial consulting
services rendered during fiscal 2006. During the quarter ended March 31, 2007 we
issued an additional 28,897 shares of our unregistered common stock valued at
$10,500 (at prices ranging from $.34 to $.40 which represented the closing price
of our stock on the date of each issuance) to same


                                       43
<PAGE>

                           GreenMan Technologies, Inc.
                   Notes To Consolidated Financial Statements

8.    Stockholders' Equity - (Continued)

third party for consulting services rendered during fiscal 2006 and 2007. In
April 2007, we executed a one year financial consulting agreement with this
third party. In exchange for services to be provided, we agreed to (1) issue
25,000 shares of unregistered common stock (valued at $8,250); (2) issue
warrants to purchase 75,000 shares of common stock (valued at $7,500)
exercisable for a three year period at prices ranging from $0.33 to $0.75 per
share.

      In conjunction with the relocation of corporate headquarters from
Massachusetts to Minnesota we terminated our lease for our former headquarters
effective November 1, 2006. In return for the termination, we gave our landlord
$50,000 and issued 65,000 shares of our unregistered common stock valued at
$32,500 at a price of $.50 which was the closing price of our stock on the date
of issuance. We were allowed to remain in the existing space through December
31, 2006. (See Note 7).

      During the period of June through August 2007, Laurus acquired 1,154,098
shares of our common stock upon the partial exercise of its warrant on a
cashless basis.

      During the fiscal year ended September 30, 2007, several directors agreed
to accept 64,559 shares of unregistered common stock valued at $22,500 (all
shares were issued at a price equal to the closing price of our common stock on
date of issuance) in lieu of cash for certain director's fees and expenses due
the directors.

1993 Stock Option Plan

      The 1993 Stock Option Plan was established to provide stock options to our
employees, officers, directors and consultants. On March 29, 2001, our
stockholders approved an increase to the number of shares authorized under the
Plan to 3,000,000. This plan expired in June 2004.

      Stock options and activity under the Plan is summarized as follows:

<TABLE>
<CAPTION>
                                                    Year Ended                    Year Ended
                                                September 30, 2007            September 30, 2006
                                            -------------------------      ------------------------
                                                            Weighted                      Weighted
                                                             Average                       Average
                                                            Exercise                      Exercise
                                              Shares          Price          Shares         Price
                                            ----------     ----------      ----------    ----------
<S>                                          <C>            <C>             <C>           <C>
Outstanding at beginning of period           1,032,356      $   .82         1,660,356     $   .85
Granted                                             --           --                --          --
Forfeited or expired                           (10,000)         .71          (628,000)        .94
Exercised                                           --           --                --          --
                                            ----------                     ----------
Outstanding at end of period                 1,022,356          .82         1,032,356         .82
                                            ==========                     ==========
Exercisable at end of period                 1,022,356          .82         1,022,356         .81
                                            ==========                     ==========
Reserved for future grants at end of
   period                                           --                             --
                                            ==========                     ==========
Aggregate intrinsic value of
   exercisable options                      $      100
                                            ==========
Weighted average fair value of options
   granted during the period                                $    --                       $    --
</TABLE>

Information pertaining to options outstanding under the plan at September 30,
2007 is as follows:

<TABLE>
<CAPTION>
                                Options Outstanding                Options Exercisable
                      -------------------------------------      -----------------------
                                     Weighted
                                      Average      Weighted                     Weighted
                                     Remaining      Average                      Average
Exercise                 Number     Contractual    Exercise         Number      Exercise
Prices                Outstanding      Life          Price       Exercisable      Price
------                -----------   -----------    --------      -----------    --------
<S>                    <C>             <C>          <C>           <C>            <C>
$  .38 - .53             496,462       2.9          $  .49          496,462      $  .49
$  .84 - 1.09            477,894       0.5            1.06          477,894        1.06
$ 1.35 - $1.80            48,000       3.8            1.80           48,000        1.80
                       ---------                                  ---------
                       1,022,356       1.9          $  .82        1,022,356      $  .81
                       =========                                  =========
</TABLE>


                                       44
<PAGE>

                           GreenMan Technologies, Inc.
                   Notes To Consolidated Financial Statements

8.    Stockholders' Equity - (Continued)

2005 Stock Option Plans

      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 options granted under the 2005 Stock Option 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. During the fiscal year ended September 30, 2006, 929,000 qualified
options in aggregate were granted with 792,000 options having an exercise price
of $.28 per share and 137,000 having an exercise price of $.36 per share. All
options vest annually at 20% per year over a five year period from date of grant
and have a ten year term. During fiscal 2007, 800,000 qualified options in
aggregate were granted at exercise prices ranging from $.35 to $.55 per share.
All options have a ten year term with 775,000 vesting equally over a five year
term from date of grant and 25,000 vesting immediately upon grant.

<TABLE>
<CAPTION>
                                                    Year Ended                    Year Ended
                                                September 30, 2007            September 30, 2006
                                            -------------------------      ------------------------
                                                            Weighted                      Weighted
                                                             Average                       Average
                                                            Exercise                      Exercise
                                              Shares          Price          Shares         Price
                                            ----------     ----------      ----------    ----------
<S>                                         <C>             <C>            <C>            <C>
Outstanding at beginning of period             929,000      $  .29                 --     $   --
Granted                                        800,000         .38            929,000        .29
Forfeited or expired                           (67,000)        .28                 --         --
Exercised                                           --          --                 --         --
                                            ----------                     ----------
Outstanding at end of period                 1,662,000         .34            929,000        .29
                                            ==========                     ==========
Exercisable at end of period                   197,400         .30                 --         --
                                            ==========                     ==========
Reserved for future grants                     338,000                      1,071,000
                                            ==========                     ==========
Aggregate intrinsic value of
   exercisable options                      $   17,522
                                            ==========
Weighted average fair value of options
   granted during the period                                $  .27                        $  .12
</TABLE>

Information pertaining to options outstanding under the plan at September 30,
2007 is as follows:

<TABLE>
<CAPTION>
                                Options Outstanding                Options Exercisable
                      -------------------------------------      -----------------------
                                     Weighted
                                      Average      Weighted                     Weighted
                                     Remaining      Average                      Average
Exercise                 Number     Contractual    Exercise         Number      Exercise
Prices                Outstanding      Life          Price       Exercisable      Price
------                -----------   -----------    --------      -----------    --------
<S>                    <C>             <C>          <C>           <C>            <C>
$ .28 - .55            1,662,000       9.0          $ .34         197,400        $ .30
</TABLE>

The following table summarizes activity related to non-vested options:

                                                    Year Ended
                                                September 30, 2007
                                            -------------------------
                                                            Weighted
                                                             Average
                                                           Grant Date
                                              Shares       Fair Value
                                            ----------     ----------
Nonvested at beginning of period               929,000      $  .22
Granted                                        800,000         .27
Forfeited                                      (67,000)        .22
Vested                                        (197,400)        .23
                                            ----------
Nonvested at end of period                   1,464,600         .25
                                            ==========

Non-Employee Director Stock Option Plan

      Under the terms of our 1996 Non-Employee Director Stock Option Plan on a
non-employee director's initial election to the Board of Directors, they are
automatically granted an option to purchase 2,000 shares of our common stock.
Each person who was a member of the Board of Directors on January 24, 1996, and
was not an officer or employee, was automatically granted an option to purchase
2,000 shares of our 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 option to purchase an
additional 2,000 shares of our 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 our common stock on the business day immediately prior to
the date of the grant and is immediately exercisable for a period of ten years
from the date of the grant.


                                       45
<PAGE>

                           GreenMan Technologies, Inc.
                   Notes To Consolidated Financial Statements

8.    Stockholders' Equity - (Continued)

      As of September 30, 2007, options to purchase 38,000 shares of our common
stock have been granted of which 28,000 are outstanding and exercisable at
prices ranging from $0.38 to $1.95. During fiscal 2006, the Compensation
Committee agreed to discontinue future option grants pursuant to the
Non-Employee Director Stock Option Plan. At September 30, 2007, options
outstanding had a weighted average exercise price of $1.10 per share and a
weighted average contractual life of 5.5 years.

Other Stock Options and Warrants

      On June 30, 2006, we issued Laurus a warrant to purchase up to an
aggregate of 3,586,429 shares of our common stock at an exercise price equal to
$0.01 per share. This option, valued at $1,116,927, is immediately exercisable,
has a term of ten years, allows for cashless exercise at the option of Laurus,
and does not contain any "put" provisions.

      In April 2007, we executed a one year investor relations consulting
agreement with this third party. In exchange for services to be provided, we
agreed to (1) pay $6,500 per month and (2) issue warrants to purchase 150,000
shares of common stock (valued at $28,500) which vest equally over a twenty four
month period from date of agreement and are exercisable for a three year period
at from $0.40 per share.

      Information pertaining to all other options and warrants granted and
outstanding is as follows:

<TABLE>
<CAPTION>
                                               Year Ended                  Year Ended
                                           September 30, 2007          September 30, 2006
                                       -------------------------    ------------------------
                                                       Weighted                    Weighted
                                                        Average                     Average
                                                       Exercise                    Exercise
                                         Shares          Price        Shares         Price
                                       ----------     ----------    ----------    ----------
<S>                                    <C>             <C>          <C>             <C>
Outstanding at beginning of period       8,953,603     $  .44         7,015,574     $  .98
Granted                                    225,000        .44         3,586,429        .01
Forfeited or expired                      (827,106)      1.92        (1,648,400)      1.80
Exercised                               (1,188,095)       .01                --         --
                                       -----------                  -----------
Outstanding at end of period             7,163,402        .44         8,953,603        .44
                                       ===========                  ===========
Exercisable at end of period             7,032,152        .44         8,948,603        .44
                                       ===========                  ===========
Aggregate intrinsic value of
   exercisable options and warrants    $ 1,829,744
                                       ===========
Weighted average fair value of
   options granted during the period                   $  .44                       $  .31

<CAPTION>
                                  Options Outstanding                Options Exercisable
                        -------------------------------------      -----------------------
                                       Weighted
                                        Average      Weighted                     Weighted
                                       Remaining      Average                      Average
Exercise                   Number     Contractual    Exercise         Number      Exercise
Prices                  Outstanding      Life          Price       Exercisable      Price
------                  -----------   -----------    --------      -----------    --------
<S>                      <C>             <C>          <C>           <C>            <C>
$  .01 - 1.09            6,868,402       6.4          $ .27         6,737,152      $ .27
$ 1.50 - 4.50              295,000       2.9           1.93           295,000       1.93
                         ---------                                  ---------
                         7,163,402       6.3          $ .34         7,032,152      $ .34
                         =========                                  =========
</TABLE>

Common Stock Reserved

      We have reserved common stock at September 30, 2007 as follows:

      Stock option plans ................................    2,684,356
      Other stock options ...............................      955,500
      Other warrants ....................................    6,235,902
                                                             ---------
                                                             9,875,758
                                                             =========

9.    Employee Benefit Plan

      Effective 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. There were no corporate
contributions to the 401(k) plan during the years ended September 30, 2007 and
2006, respectively.


                                       46
<PAGE>

                           GreenMan Technologies, Inc.
                   Notes To Consolidated Financial Statements

10.   Segment Information

      We operate in one business segment, the collecting, processing 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.

11.   Major Customers

      During the fiscal years ended September 30, 2007 and 2006, no one customer
accounted for more than 10% of our consolidated net sales.

12.   Fair Value of Financial Instruments

      At September 30, 2007 and 2006, our financial instruments consist of
accounts receivable, accounts payable and notes payable to banks and others.
These instruments approximate their fair values as these instruments are either
due currently or were negotiated currently and bear interest at market rates.

13.   Income Taxes

      The provision for income taxes was comprised of the following amounts for
the years ended:

                                                   September 30,   September 30,
                                                        2007            2006
                                                   -------------   -------------

      Current:
      Federal ..................................   $      22,691   $          --
      State ....................................          93,108          65,337
                                                   -------------   -------------
                                                         115,799          65,337
                                                   -------------   -------------
      Deferred federal and state taxes .........              --              --
                                                   -------------   -------------
      Total provision for income taxes .........   $     115,799   $      65,337
                                                   =============   =============

      The current state taxes result from income in states where we have no net
operating loss carry forwards. The provision for deferred income taxes reflect
the impact of "temporary differences" between amounts of assets and liabilities
recorded for financial reporting purposes and the amounts recorded for income
tax reporting purposes.

      The difference between the statutory federal income tax rate of 34% and
the effective rate is primarily due to net operating losses incurred by us and
the provision of a valuation reserve against the related deferred tax assets.

      The following differences give rise to deferred income taxes:

                                                 September 30,    September 30,
                                                      2007             2006
                                                 -------------    -------------

Net operating loss carry forwards ............   $  12,367,000    $  12,961,000
Differences in fixed asset bases .............        (529,000)        (503,000)
Capital loss carryover .......................       1,287,000        1,287,000
Other, net ...................................         801,000          543,000
                                                 -------------    -------------
                                                    13,926,000       14,288,000
Valuation reserve ............................     (13,926,000)     (14,288,000)
                                                 -------------    -------------
Net deferred tax asset .......................   $          --    $          --
                                                 =============    =============

      The change in the valuation reserve is as follows:

                                                     Year Ended    Year Ended
                                                   September 30,  September 30,
                                                        2007           2006
                                                   -------------  -------------
Balance at beginning of period .................   $  14,288,000  $  13,653,000
Decrease (increase) due to rate differentials
   and current period operating results ........         362,000       (635,000)
                                                   -------------  -------------
Balance at end of period .......................   $  13,926,000  $  14,288,000
                                                   =============  =============

      As of September 30, 2007, we had net operating loss carry forwards of
approximately $36 million including a net operating loss of $33 million and a $3
million capital loss carryforward. The Federal and state net operating loss
carry forwards expire in varying amounts beginning in 2013 and 2007,
respectively. In addition, we have Federal tax credit carry forwards of
approximately $17,000 available to reduce future tax liabilities. The Federal
tax credit carry forwards expire beginning in 2013. Use of net operating loss
and tax credit carry forwards maybe subject to annual limitations based on
ownership changes in our common stock as defined by the Internal Revenue Code.


                                       47
<PAGE>

                           GreenMan Technologies, Inc.
                   Notes To Consolidated Financial Statements

14.   Subsequent Events

      On October 1, 2007 we acquired Welch Products, Inc., a company
headquartered in Carlisle, Iowa, which specializes in design, product
development, and manufacturing of environmentally responsible products using
recycled materials, primarily recycled rubber. Welch's patented products and
processes include playground safety tiles, roadside anti-vegetation products,
construction molds and highway guard-rail rubber spacer blocks. Through its
recent acquisition of Playtribe, Inc., Welch also provides innovative playground
design, equipment and installation. Welch Products had been one of our crumb
rubber customers for the past several years. The transaction was structured as a
share exchange in which 100 percent of Welch Products' common stock was
exchanged for 8 million shares of our common stock, valued at $2,800,000.

      The unaudited revenues of Welch Products for the twelve months ended
September 30, 2007 was approximately $1.8 million and they had a net loss of
approximately $646,000.

      The preliminary allocation of the purchase price is subject to change
based on finalization of the fair values of the tangible and intangible assets
acquired and liabilities assumed. The estimated preliminary purchase price of
$2,875,000 including approximately $75,000 of transaction costs has been
calculated based on the value of the 8 million shares issued in this transaction
on the date of issuance.

Preliminary information related to assets and liabilities acquired
   are as follows:
Total tangible assets acquired                                        $2,361,000
Identifiable intangible assets acquired                                  207,000
Total liabilities acquired                                             2,767,000
Estimated excess purchase price over the fair value of net
   assets acquired                                                     3,075,000

We anticipate that a majority of the excess purchase price over the fair value
of net assets acquired will be allocated to contract rights, patents and
goodwill.


                                       48
<PAGE>

                                   SIGNATURES

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

                                             GreenMan Technologies, Inc.

                                             /s/ Lyle Jensen
                                             ---------------
                                             Lyle Jensen
                                             Chief Executive Officer

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

        Signature                      Title(s)                      Date
        ---------                      --------                      ----

 /s/ Maurice E. Needham         Chairman of the Board          December 31, 2007
-------------------------
   Maurice E. Needham

     /s/ Lyle Jensen           Chief Executive Officer,        December 31, 2007
-------------------------      President and Director
       Lyle Jensen

  /s/ Charles E. Coppa         Chief Financial Officer,        December 31, 2007
-------------------------      Treasurer and Secretary
    Charles E. Coppa       (Principal Financial Officer and
                             Principal Accounting Officer)

     /s/ Lew F. Boyd                   Director                December 31, 2007
-------------------------
       Lew F. Boyd

   /s/ Dr. Allen Kahn                  Director                December 31, 2007
-------------------------
     Dr. Allen Kahn

/s/ Nicholas DeBenedictis              Director                December 31, 2007
-------------------------
  Nicholas DeBenedictis


                                       49