GREENMAN TECHNOLOGIES INC
NT 10-K, 1996-08-29
PLASTICS PRODUCTS, NEC
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                                                            SEC FILE NUMBER
                                                                1-13776

                                                             CUSIP NUMBER 
                                                              395379-10-0
                                                       

                                  UNITED STATES            

                        SECURITIES AND EXCHANGE COMMISSION 
                              Washington, D.C.  20549      
                                                           
                                   FORM 12b-25             

                            NOTIFICATION OF LATE FILING    
                                                           

(Check One):  [X] Form 10-KSB [_] Form 20-F [_] Form 11-K [_] Form 10-Q [_] Form
              N-SAR
                                                      

                           For Period Ended: May 31, 1996
                           [ ] Transition Report on Form 10-K
                           [ ] Transition  Report on Form 20-F
                           [ ] Transition  Report on Form 11-K
                           [ ] Transition Report on Form 10-Q
                           [ ] Transition  Report on Form N-SAR
                           For the Transition Period Ended:


- --------------------------------------------------------------------------------
  Read Instruction (on back page) Before Preparing Form. Please Print or Type.
NOTHING  IN THIS  FORM  SHALL BE  CONSTRUED  TO IMPLY  THAT THE  COMMISSION  HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
- --------------------------------------------------------------------------------

If the notification  relates to a portion of the filing checked above,  identify
the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

GreenMan Technologies, Inc.
- ---------------------------------------
Full Name of Registrant

None
- ---------------------------------------
Former Name if Applicable

7 Kimball Lane, Building A
- ---------------------------------------
Address of Principal Executive Office (Street and Number)

Lynnfield, Massachusetts  01940
- ---------------------------------------
City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

         (a)  The reasons  described  in  reasonable  detail in Part III of this
              form  could  not be  eliminated  without  unreasonable  effort  or
              expense;
[X]      (b)  The subject annual report,  semi-annual report,  transition report
              on Form  10-K,  Form  20-F,  Form  11-K,  Form  N-SAR,  or portion
              thereof,  will be filed on or before the  fifteenth  calendar  day
              following the prescribed due date; or the subject quarterly report
              or  transition  report on Form 10-Q,  or portion  thereof  will be
              filed on or before the fifth calendar day following the prescribed
              due date; and
         (c)  The  accountant's  statement  or  other exhibit  required  by Rule
              12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in  reasonable  detail the reasons why the Forms 10-K,  11-K,  20-F,
10-Q,  N-SAR, or the transition  report or portion  thereof,  could not be filed
within the prescribed time period. (Attach Extra Sheets if Needed).

     The  Registrant  is unable to file its Annual Report on Form 10-KSB for the
year ended May 31,  1996 due to  unresolved  accounting  issues  concerning  the
classification  of an operating lease relating to the Registrant's  crumb rubber
recovery  equipment and the inclusion of an explanatory  paragraph in the report
of the independent  auditors regarding the Registrant's ability to continue as a
going  concern.   These   accounting   issues  could  not  be  resolved  without
unreasonable  effort or  expense  in order to file the Form  10-KSB  within  the
prescribed time period.  The  Registrant's  independent  accounting firm, Wolf &
Company,  P.C., is working  closely with management of the Registrant to reslove
these  issues and complete the audit.  The  Registrant  expects to file its Form
10-KSB Annual Report on or before September 13, 1996.



SEC 1344 (6-94)




PART IV - OTHER INFORMATION

(1)    Name and  telephone  number  of  person  to  contact  in  regard  to this
       notification.

         Charles E. Coppa                      (617)               224-2411
         ---------------------------           -----               --------
                  (Name)                     (Area Code)      (Telephone Number)

(2)    Have all other periodic reports required under Section 13 or 15(d) of the
       Securities  Exchange Act of 1934 or Section 30 of the Investment  Company
       Act of 1940 during the  preceding 12 months (or for such  shorter  period
       that the  registrant  was required to file such reports)  been filed?  If
       answer is no, identify report(s).
                                                             [X]  Yes    [ ]  No



(3)    Is it anticipated  that any  significant  change in results of operations
       from the corresponding  period for the last fiscal year will be reflected
       by the  earnings  statements  to be  included  in the  subject  report or
       portion thereof?                                      [ ]  Yes    [X]  No

       If so, attach an explanation of the anticipated  change, both narratively
       and  quantitatively,  and,  if  appropriate,  state  the  reasons  why  a
       reasonable estimate of the results cannot be made.



                           GreenMan Technologies, Inc.
                            -------------------------
                  (Name of Registrant as Specified in Charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.

Date:            August 28, 1996          By:  /s/ Joseph E. Levangie
     -----------------------------        --------------------------------
                                          Joseph E. Levangie
                                          Chief Financial Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                    ATTENTION

INTENTIONAL  MISSTATEMENTS  OR OMISSIONS  OF FACT  CONSTITUTE  FEDERAL  CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).



                              GENERAL INSTRUCTIONS

1.     This form is required by Rule 12b-25 (17 CFR  240.12b-25)  of the General
       Rules and Regulations under the Securities Exchange Act of 1934.

2.     One signed original and four conformed copies of this form and amendments
       thereto  must be  completed  and filed with the  Securities  and Exchange
       Commission,  Washington,  D.C.  20549, in accordance with Rule 0-3 of the
       General Rules and Regulations under the Act. The information contained in
       or filed  with the form  will be made a matter  of  public  record in the
       Commission files.

3.     A manually signed copy of the form and amendments  thereto shall be filed
       with each national  securities  exchange on which any class of securities
       of the registrant is registered.

4.     Amendments to the notifications must be filed on form 12b-25 but need not
       restate information that has been correctly furnished.  The form shall be
       clearly identified as an amended notification.

5.     Electronic  Filers.  This  form  shall not be used by  electronic  filers
       unable to file a timely  report  solely due to  electronic  difficulties.
       Filers unable to submit a report within the time period prescribed due to
       difficulties  in electronic  filing should comply with either Rule 201 or
       Rule 202 of Regulation  S-T (Section  232.201 or Section  232.202 of this
       chapter) or apply for an adjustment in filing date pursuant to Rule 13(b)
       of Regulation S-T (Section 232.13(b) of this chapter).


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