SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

              ____________________________________________________

                                   FORM 10-KSB
(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED JANUARY 31, 2005.

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM

                         COMMISSION FILE NO.  001-14883

                          GREEN MOUNTAIN CAPITAL, INC.
               (Exact name of issuer as specified in its charter)

            NEW HAMPSHIRE                              14-1805077
    (State or other jurisdiction                    (I.R.S. Employer
  of incorporation or organization)                Identification No.)

     1207 DELAWARE AVENUE, SUITE 410
          BUFFALO, NEW YORK                               14209
(Address of principal executive offices)               (Zip Code)

       Registrant's telephone number, including area code: (716) 332-7150

Securities registered under Section 12(b) of the Exchange Act: NONE

Securities registered under Section 12(g) of the Exchange Act: COMMON STOCK, PAR
                                                                VALUE $0.001 PER
                                                                    SHARE
                                                                (Title of class)


     Indicate  by  check  mark  whether the registrant (1) has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  twelve  months  (or  such  shorter period that the
registrant  was required to file such reports), and (2) has been subject to such
filing  requirements  for  the  past  90  days.  Yes [X]  No [ ]

     Indicate  by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not 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. [ ]

     State issuer's revenues for its most recent fiscal year: $0.

     State 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 last sold, or the average bid and asked price of such common equity,
as  of  April  29,  2005:  $$89,000.

     Indicate  the  number  of  shares  outstanding  of each of the registrant's
classes  of  common  stock  as  of April 29, 2005: 899,754,942  shares of common
stock.

     Documents  incorporated  by  reference:  None.

     Transitional Small Business Disclosure Format (Check one): Yes [ ]  No [X]


<PAGE>
<TABLE>
<CAPTION>
                                              TABLE OF CONTENTS

<S>       <C>                                                                                             <C>
Item 1.   Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
Item 2.   Description of Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    5
Item 3.   Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12
Item 4.   Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . . . . .   13
Item 5.   Market for Common Equity and Related Stockholder Matters. . . . . . . . . . . . . . . . . . .   14
Item 6.   Management's Discussion and Analysis or Plan of Operation . . . . . . . . . . . . . . . . . .   16
Item 7.   Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   22
Item 8.   Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. . . . .   23
Item 8A.  Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   24
Item 8B   Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16
Item 9.   Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of
          the Exchange Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   25
Item 10.  Executive Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   29
Item 11.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
          Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   31
Item 12.  Certain Relationships and Related Transactions. . . . . . . . . . . . . . . . . . . . . . . .   34
Item 13.  Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   34
Item 14.  Principal Accountant Fees and Services. . . . . . . . . . . . . . . . . . . . . . . . . . . .   35
</TABLE>


<PAGE>
                                     PART I

ITEM 1.     BUSINESS.

COMPANY  OVERVIEW

     We were originally organized in 1998 to design and develop advanced railway
communications  and  data  management  systems.  As  such,  we  have  a  limited
operating  history.

     Effective  September  30,  2004  we  changed  our  name from "ARS Networks,
Incorporated"  to  "Green  Mountain  Capital,  Inc."

RECENT  CHANGES  IN  OUR  CAPITAL  STRUCTURE

     Effective March 26, 2003, we implemented a reverse split of our common
stock on the basis of one post-split share for every 50 pre-split shares.

     Effective June 21, 2004, we implemented a reverse split of our common stock
on the basis of one post-split share for every 50 pre-split shares.

     Effective September 24, 2004, we implemented a reverse split of our common
stock on the basis of one post-split share for every 1,000 pre-split shares.

     Effective September 30, 2004, we increased the number of our authorized
common shares to 10,000,000,000 and our preferred shares to 25,000,000.

     Effective October 1, 2004, we filed an Amendment to its Articles of
Incorporation with the Secretary of State of New Hampshire designating Series A
and B preferred stock.

BUSINESS

       We  were  in  the  business of developing technology, our approach was to
bring  our  Crosslogix  and  Refilter  technology  to  market through, licensing
relationships and joint venture programs, depending on the opportunity that made
the  most  sense  to  complete  and  market  our  technology.

     We  were  in  discussions with a major engineering company that presented a
proposal  to  complete  Crosslogix.  The  cost  was  estimated that $600,000 for
product  completion  and  installation  of two market ready systems on a class I
rail  mainline.  Six  to  nine  months of time would be required to complete the
project.  This  would  be  the first stage of an arrangement that would have the
company  complete  Crosslogix's  business  plan  and  market  the system through
licensing  relationships  to  the  US railway industry. To date we have not been
able  to  come  to  an agreement to advance the project in a mutually beneficial
way.

     In the case of the Re-Filter technology the diesel engine manufactures have
introduced  many  changes  in new diesel engine technology to meet EPA and other
international  environmental  agency  requirements.  While  there  is an ongoing
opportunity  in  the  replacement  market  our resources are such that it is not
practical  to  pursue  these  opportunities.

     Therefore, we have elected to terminate these activities and concentrate on
formulating  a new business plan focusing our efforts on identifying and closing
planned  acquisitions, building our company through steady calculated growth. To
that  end  we  are  reviewing  investment  options but have not entered into any
agreements  beyond  the  review at this stage. As of the date of this report, we
have  not  entered  into  any  definitive  agreements.

A brief discussion of our previous discontinued activities is in order.


                                        1
<PAGE>
     The  focus  of  our  private  wireless  network  (called "Crosslogix"TM) is
management  of railway traffic, control and public safety.  While our system and
its  component  parts  were  developed  to improve safety at rail crossings, our
system  can  support  numerous  applications  in  real  time  data  collection,
processing, monitoring and information analysis.  The system has evolved into an
integrated  service  information  system  that is the foundation of our wireless
private  network.

     The  Refilter  Exhaust  Filter  System  incorporates  a  removable
filter/converter  system  that is designed for cleaning when needed. This system
does  not  require  special  fuel formulations and will work with current engine
management  systems  thus  allowing  for  an  estimated  90 percent reduction in
emissions  and  therefore  meeting  the upcoming standards. The Refilter Exhaust
Filter  System  will  reduce  particle emissions from combustion engines and has
applications  in  transportation,  mining  and  construction  as  well  as other
industries

CURRENT BUSINESS PLAN

     Our  current  purpose  is  to  seek, investigate and, if such investigation
warrants,  acquire  an  interest  in  business  opportunities presented to us by
persons  or  firms  who  or  which  desire to seek the perceived advantages of a
corporation  which  is  registered under the Securities Exchange Act of 1934, as
amended.  We  do  not  restrict our search to any specific business; industry or
geographical  location and we may participate in a business venture of virtually
any  kind  or  nature.

     We  intend  to  concentrate on identifying preliminary prospective business
opportunities  that may be brought to our attention through present associations
of our officers and directors, or by our shareholders.  In analyzing prospective
business  opportunities,  we  will  consider  such  matters  as  the  available
technical,  financial  and  managerial  resources;  working  capital  and  other
financial requirements; history of operations, if any; prospects for the future;
nature  of  present  and  expected  competition;  the  quality and experience of
management services which may be available and the depth of that management; the
potential  for  further  research,  development  or  exploration;  specific risk
factors  not  now  foreseeable  but  which then may be anticipated to impact our
proposed  activities;  the  potential for growth or expansion; the potential for
profit;  the perceived public recognition or acceptance of products, services or
trades;  name  identification;  and  other  relevant  factors.

     Our  officers  and  directors  will meet personally with management and key
personnel  of  the business opportunity as part of their investigation.  We will
not  acquire  or  merge  with any company for which audited financial statements
cannot  be  obtained  within  a  reasonable  period of time after closing of the
proposed  transaction,  as  required  by  the  Exchange  Act.

     We  will  not  restrict  our  search to any specific kind of firms, but may
acquire  a  venture  which  is in its preliminary or development stage, which is
already  in  operation,  or  which  is in essentially any stage of its corporate
life.  It  is  impossible  to predict at this time the status of any business in
which  we  may become engaged, in that such business may need to seek additional
capital,  may  desire  to  have  its  shares  publicly  traded or may seek other
perceived  advantages  which  we  may  offer.

REVERSE  STOCK  SPLITS

     During  the  twelve months ended January 31, 2004, we implemented a reverse
stock  split on the basis of one post-split share for every 50 pre-split shares.
During  the  twelve  months  ended  January 31, 2005, we implemented two reverse
stock  splits  as  follows:  one  split on the basis of one post-split share for
every 50 pre-split shares and one split on the basis of one post-split share for
every  1,000  pre-split  shares.

     All share and per share amounts presented in our financial statements which
are  part  of this Annual Report on Form 10-KSB have been restated retroactively
to reflect the reverse splits. However, all share and per share amounts have not
been  restated  retroactively  to  reflect  the  reverse splits in the narrative
portion  of  this  Annual  Report on Form 10-KSB.  Consequently, the retroactive
restatement  may  cause  some  apparent  inconsistencies  between  the narrative
portion  of  this  Annual  Report  on Form 10-KSB and our other filings with the
Securities and Exchange Commission on one hand, and the financial statements and
accompanying  notes  forming  part  of  this Annual Report on Form 10-KSB on the
other  hand.


                                        2
<PAGE>
KEY  PERSONNEL

     Our  future financial success depends to a large degree upon the efforts of
Mr.  Sydney  A.  Harland, our chief executive officer.  Mr. Harland has played a
major  role  in developing and executing our business strategy.  The loss of Mr.
Harland  could  have  an  adverse  effect  on  our  business and our chances for
profitable  operations.  While  we  intend  to  employ additional management and
marketing  personnel  in  order to minimize the critical dependency upon any one
person,  there  can be no assurance that we will be successful in attracting and
retaining  the persons needed.  If we do not succeed in retaining and motivating
our  current  employees  and attracting new high quality employees, our business
could  be  adversely affected.  We do not maintain key man life insurance on the
life  of  Mr.  Harland.

OUR FINANCIAL RESULTS MAY BE AFFECTED BY FACTORS OUTSIDE OF OUR CONTROL

     Our future operating results may vary significantly from quarter to quarter
due  to  a  variety  of  factors,  many  of  which  are outside our control. Our
anticipated  expense  levels  are  based,  in  part,  on our estimates of future
revenues  and may vary from our projections. We may be unable to adjust spending
rapidly enough to compensate for any unexpected revenues shortfall. Accordingly,
any  significant  shortfall  in revenues in relation to our planned expenditures
would materially adversely affect our business, operating results, and financial
condition.

     We  cannot  predict  with  certainty  our  revenues  and operating results.
Further,  we  believe that period-to-period comparisons of our operating results
are not necessarily a meaningful indication of future performance.

CORPORATE OFFICES

     Our executive office is located at 1207 Delaware Avenue, Suite 410 Buffalo,
New York 14209.  The telephone number to call for information is (716) 332-7150.

RECENT EVENTS

     On  April 7, 2005, a majority of our stockholders voted to approve a change
in  our state of incorporation from New Hampshire to Nevada by means of a merger
permitted under the corporate statutes of both states.  The merger and change in
domicile  will  become  effective upon the filing of the Articles of Merger with
the  Secretaries  of  State of New Hampshire and Nevada.  As of the date of this
Annual  Report,  the  Articles  of  Merger  have  not  yet  been  filed with the
Secretaries  of  State  of New Hampshire and Nevada; as a result, the merger and
the  resulting  change  in  domicile  have  not  yet  become  effective.

     The  merger  will  be  between Green Mountain Capital Inc., a New Hampshire
corporation ("Green Mountain New Hampshire"), and Green Mountain Capital Inc., a
Nevada  corporation,  organized  by us for the specific purpose of the change of
domicile ("Green Mountain Nevada"). The merger will be consummated pursuant to a
Plan  of  Merger.  The Plan of Merger provides that Green Mountain New Hampshire
will  merge  with  and  into Green Mountain Nevada.  Following the merger, Green
Mountain Nevada will be the surviving entity.  The details of the merger and the
accompanying  change in our domicile are contained in our information statement,
dated  March  18,  2005.

     We will promptly file a Current Report on a Form 8-K with the Commission to
report the merger and the change in our domicile upon the effectiveness of these
corporate  actions.

EMPLOYEES

     We  have  one full-time employee and no part-time employees as of March 31,
2005.  As  we  grow,  we  will  need  to attract an unknown number of additional
qualified employees.  Although we have experienced no work stoppages and believe
our  relationships  with  our  employees  are  good, we could be unsuccessful in
attracting  and  retaining  the  persons  needed.  None  of  our  employees  are
currently  represented  by  a  labor union.  We expect to have a ready source of
available  labor  to  support  our  growth.

RISK  FACTORS


                                        3
<PAGE>
NEED  FOR  ONGOING  FINANCING.

     We  will  need  additional  capital  to  continue  our  operations and will
endeavor  to  raise  funds  through  the sale of equity shares and revenues from
operations.

     There can be no assurance that we will generate revenues from operations or
obtain  sufficient  capital  on  acceptable terms, if at all.  Failure to obtain
such capital or generate such operating revenues would have an adverse impact on
our  financial  position  and results of operations and ability to continue as a
going  concern.  Our  operating  and capital requirements during the next fiscal
year  and thereafter will vary based on a number of factors, including the level
of  sales  and marketing activities for our services and products.  There can be
no  assurance  that  additional  private  or public financing, including debt or
equity  financing,  will  be  available  as  needed,  or, if available, on terms
favorable  to  us.  Any  additional  equity  financing  may  be  dilutive  to
stockholders  and such additional equity securities may have rights, preferences
or  privileges  that  are  senior  to  those  of  our  existing  common  stock.

     Furthermore, debt financing, if available, will require payment of interest
and  may  involve  restrictive  covenants  that  could impose limitations on our
operating  flexibility.  Our  failure  to  successfully obtain additional future
funding  may  jeopardize  our  ability  to continue our business and operations.

     If  we  raise  additional  funds  by  issuing  equity  securities, existing
stockholders  may  experience  a dilution in their ownership.  In addition, as a
condition to giving additional funds to us, future investors may demand, and may
be  granted,  rights  superior  to  those  of  existing  stockholders.

BUSINESS  CONCENTRATION.

     While  we consider our relationships with our customers to be satisfactory,
given  the  concentration  of  our  sales  to a few key customers, our continued
relationships may be subject to the policies and practices of the customers.  We
continue  to  concentrate our efforts on expanding our customer base in order to
reduce  our  reliance  on  our  current  customers.

INFLATION.

     In  our  opinion,  inflation has not had a material effect on our financial
condition  or  results  of  our  operations.

TRENDS,  RISKS  AND  UNCERTAINTIES.

     We have sought to identify what we believe to be the most significant risks
to  our  business, but we cannot predict whether, or to what extent, any of such
risks  may be realized nor can we guarantee that we have identified all possible
risks  that  might  arise.  Investors should carefully consider all of such risk
factors  before  making an investment decision with respect to our common stock.

CAUTIONARY  FACTORS  THAT  MAY  AFFECT  FUTURE  RESULTS.

     We  provide the following cautionary discussion of risks, uncertainties and
possible  inaccurate  assumptions  relevant  to  our  business and our products.
These  are  factors  that  we  think  could  cause  our actual results to differ
materially from expected results.  Other factors besides those listed here could
adversely  affect  us.

POTENTIAL  FLUCTUATIONS  IN  QUARTERLY  OPERATING  RESULTS.

     Our  quarterly  operating results may fluctuate significantly in the future
as  a  result  of  a  variety of factors, most of which are outside our control,
including the demand for our services, seasonal trends in purchasing, the amount
and  timing of capital expenditures; price competition or pricing changes in the
industry;  technical  difficulties  or  system  downtime;  general  economic
conditions,  and  economic  conditions  specific  to our industry. Our quarterly
results  may  also  be  significantly  impacted  by the impact of the accounting
treatment of acquisitions, financing transactions or other matters. Particularly
at  our early stage of development, occurrences such as accounting treatment can
have  a  material  impact  on  the results for any quarter. Due to the foregoing
factors,  among


                                        4
<PAGE>
others, it is likely that our operating results will fall below our expectations
or  those  of  investors  in  some  future  quarter.

LACK  OF  INDEPENDENT  DIRECTORS.

     We  cannot  guarantee  that  our board of directors will have a majority of
independent directors in the future. In the absence of a majority of independent
directors,  our  executive  officers,  could  establish  policies and enter into
transactions without independent review and approval thereof. This could present
the  potential  for  a  conflict  of  interest  between  us and our stockholders
generally  and  the  controlling  officers,  stockholders  or  directors.

LIMITATION OF LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     Our  officers  and  directors  are required to exercise good faith and high
integrity  in  our  management  affairs.  Our articles of incorporation provide,
however,  that  our  officers  and  directors  shall  have  no  liability to our
stockholders  for  losses sustained or liabilities incurred which arise from any
transaction in their respective managerial capacities unless they violated their
duty of loyalty, did not act in good faith, engaged in intentional misconduct or
knowingly  violated  the law, approved an improper dividend or stock repurchase,
or  derived  an  improper benefit from the transaction.  Our articles and bylaws
also provide for the indemnification by us of the officers and directors against
any losses or liabilities they may incur as a result of the manner in which they
operate  our  business  or  conduct  the  internal  affairs,  provided  that  in
connection  with  these  activities  they act in good faith and in a manner that
they  reasonably  believe  to  be in, or not opposed to, our best interests, and
their  conduct  does  not  constitute  gross negligence, misconduct or breach of
fiduciary  obligations.

MANAGEMENT  OF  POTENTIAL  GROWTH.

     We may experience rapid growth which will place a significant strain on our
managerial,  operational,  and  financial systems resources.  To accommodate our
current  size  and  manage growth, we must continue to implement and improve our
financial strength and our operational systems, and expand, train and manage our
sales  and  distribution  base.  There  is  no guarantee that we will be able to
effectively  manage  the  expansion  of  our operations, or that our facilities,
systems,  procedures  or  controls  will  be  adequate  to  support our expanded
operations.  Our  inability to effectively manage our future growth would have a
material  adverse  effect  on  us.

WE  PAY  NO  DIVIDENDS.

     We  have  never  declared nor paid cash dividends on our capital stock.  We
currently  intend  to retain any earnings for funding growth however these plans
may  change  depending  upon  capital  raising  requirements.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

     We  believe  that  we  do  not  have  any  material exposure to interest or
commodity  risks.  Our  financial  results  are quantified in U.S. dollars and a
majority  of our obligations and expenditures with respect to our operations are
incurred  in  U.S.  dollars.  Although  we  do not believe we currently have any
materially  significant  market  risks relating to our operations resulting from
foreign  exchange  rates,  if  we  enter  into  financing  or  other  business
arrangements  denominated in currency other than the U.S. dollars, variations in
the  exchange rate may give rise to foreign exchange gains or losses that may be
significant.

     We  currently  have  no material long-term debt obligations.  We do not use
financial  instruments  for  trading  purposes  and  we  are  not a party to any
leverage  derivatives.

RISKS  RELATING  TO  OUR  BUSINESS

WE  ARE NOT LIKELY TO SUCCEED UNLESS WE CAN OVERCOME THE MANY OBSTACLES WE FACE.

     As  an  investor,  you  should  be  aware  of  the difficulties, delays and
expenses  we  encounter,  many  of  which  are  beyond  our  control,  including
unanticipated  market trends, employment costs, and administrative expenses.  We


                                        5
<PAGE>
cannot  assure  our  investors  that our proposed business plans as described in
this  report  will materialize or prove successful, or that we will ever be able
to  finalize  development of our products or services or operate profitably.  If
we  cannot  operate  profitably,  you  could  lose your entire investment.  As a
result of the nature of our business, initially we expect to sustain substantial
operating  expenses  without  generating  significant  revenues.

OUR AUDITORS HAVE STATED WE MAY NOT BE ABLE TO STAY IN BUSINESS.

     Our auditors have issued a going concern opinion, which means that there is
doubt  that  we  can  continue  as  an  ongoing business for the next 12 months.
Unless  we  can  raise  additional  capital,  we  may not be able to achieve our
objectives  and  may  have  to  suspend  or cease operations.  See "Management's
Discussion  and  Analysis  of  Financial  Condition  and Results of Operations."

OUR ACQUISITION STRATEGY INVOLVES A NUMBER OF RISKS.

     We  intend  to  pursue  growth  through  the  opportunistic  acquisition of
companies  or  assets that will enable us to expand our service lines to provide
more  cost-effective  customer  solutions.  We  routinely  review  potential
acquisitions.  This  strategy  involves certain risks, including difficulties in
the  integration  of  operations  and systems, the diversion of our management's
attention  from other business concerns, and the potential loss of key employees
of  acquired  companies.  We  may  not  be  able to successfully acquire, and/or
integrate  acquired  businesses  into  our  operations.

RISKS  RELATING  TO  OUR  STOCK

WE  MAY  NEED  TO RAISE ADDITIONAL CAPITAL.  IF WE ARE UNABLE TO RAISE NECESSARY
ADDITIONAL CAPITAL, OUR BUSINESS MAY FAIL OR OUR OPERATING RESULTS AND OUR STOCK
PRICE  MAY  BE  MATERIALLY  ADVERSELY  AFFECTED.

     Due  to  the  lack  of  revenue  and  expenses,  we need to secure adequate
funding.  If  we  are  unable  to obtain adequate funding, we may not be able to
successfully  develop and market our products and services and our business will
most  likely  fail.  We  do  not  have commitments for additional financing.  To
secure  additional  financing,  we  may  need  to  borrow  money  or  sell  more
securities,  which  may  reduce  the value of our outstanding securities.  Under
these  circumstances,  we  may  be  unable  to  secure  additional  financing on
favorable  terms  or  at  all.

     Selling  additional  stock,  either privately or publicly, would dilute the
equity  interests of our stockholders.  If we borrow more money, we will have to
pay interest and may also have to agree to restrictions that limit our operating
flexibility.  If  we  are  unable  to  obtain adequate financing, we may have to
curtail  business  operations  which  would  have  a material negative effect on
operating  results  and  most  likely  result  in  a  lower  stock  price.

OUR  COMMON  STOCK HAS EXPERIENCED IN THE PAST, AND IS EXPECTED TO EXPERIENCE IN
THE  FUTURE,  SIGNIFICANT  PRICE  AND  VOLUME  VOLATILITY,  WHICH  SUBSTANTIALLY
INCREASES  THE RISK THAT YOU MAY NOT BE ABLE TO SELL YOUR SHARES AT OR ABOVE THE
PRICE  THAT  YOU  PAY  FOR  THE  SHARES.

     Because  of the limited trading market for our common stock, and because of
the possible price volatility, you may not be able to sell your shares of common
stock  when you desire to do so. During 2003 and 2004, our common stock was sold
and  purchased  at prices that ranged from a high of $37,500 to a low of $0.0003
per  share.  The inability to sell your shares in a rapidly declining market may
substantially increase your risk of loss because of such illiquidity because the
price  for  our  common  stock  may  suffer  greater  declines  due to its price
volatility.


     The  price  of  our common stock that will prevail in the market after this
offering  may  be higher or lower than the price you pay.  Certain factors, some
of  which  are  beyond  our control, that may cause our share price to fluctuate
significantly  include,  but  are  not  limited  to,  the  following:

-    Variations  in  our  quarterly  operating  results;

-    The  development  of  a  market  in  general for our products and services;


                                        6
<PAGE>
-    Changes  in  market  valuations  of  similar  companies;

-    Announcement  by  us  or  our  competitors  of  significant  contracts,
     acquisitions,  strategic  partnerships,  joint  ventures  or  capital
     commitments;

-    Loss  of  a major customer or failure to complete significant transactions;

-    Additions  or  departures  of  key  personnel;  and

-    Fluctuations  in  stock  market  price  and  volume.

     Additionally,  in  recent  years  the  stock market in general, and the OTC
Bulletin  Board  and  technology  stocks in particular, have experienced extreme
price  and volume fluctuations.  In some cases, these fluctuations are unrelated
or  disproportionate  to  the  operating  performance of the underlying company.
These  market and industry factors may materially and adversely affect our stock
price,  regardless  of  our  operating  performance.

     Over  the past few months, there have been periods of significant increases
in  trading  volume  of our common stock during which the price of our stock has
both increased and decreased.  The historical trading of our common stock is not
necessarily  an  indicator  of  how  it will trade in the future and our trading
price  as  of  the  date  of  this  report does not necessarily portend what the
trading  price  of  our  common  stock  might  be  in  the  future.

     In  the  past,  class  action  litigation  has  often  been brought against
companies  following  periods  of  volatility  in the market price of the common
stock  of  those companies.  If we become involved in this type of litigation in
the  future,  it  could  result in substantial costs and diversion of management
attention  and  resources,  which  could  have a further negative effect on your
investment  in  our  stock.

OUR  DIRECTORS  HAVE  THE RIGHT TO AUTHORIZE THE ISSUANCE OF PREFERRED STOCK AND
ADDITIONAL  SHARES  OF  OUR  COMMON  STOCK.

     Our  directors,  within  the  limitations and restrictions contained in our
articles  of  incorporation and without further action by our stockholders, have
the  authority  to  issue  shares of preferred stock from time to time in one or
more  series and to fix the number of shares and the relative rights, conversion
rights,  voting rights, and terms of redemption, liquidation preferences and any
other  preferences,  special  rights  and  qualifications of any such series. On
March 2, 2005, we issued 3,000,000 shares of our Series C preferred stock to Mr.
Sydney A. Harland, our officer and director. We have no intention of issuing any
additional  shares  of  preferred  stock  at  the  present time. Any issuance of
preferred  stock  could  adversely  affect  the  rights of holders of our common
stock.

     Should we issue additional shares of our common stock at a later time, each
investor's  ownership  interest  in  Green  Mountain  Capital,  Inc.  would  be
proportionally  reduced.  No  investor will have any preemptive right to acquire
additional  shares  of  our  common  stock,  or  any  of  our  other securities.

IF  WE FAIL TO REMAIN CURRENT ON OUR REPORTING REQUIREMENTS, WE COULD BE REMOVED
FROM  THE  OTC BULLETIN BOARD WHICH WOULD LIMIT THE ABILITY OF BROKER-DEALERS TO
SELL  OUR SECURITIES AND THE ABILITY OF STOCKHOLDERS TO SELL THEIR SECURITIES IN
THE  SECONDARY  MARKET.

     Companies  trading  on  the  OTC  Bulletin  Board,  such  as Green Mountain
Capital,  Inc.,  must  be  reporting  issuers under Section 12 of the Securities
Exchange  Act  of  1934, as amended (the "Exchange Act"), and must be current in
their  reports under Section 13, in order to maintain price quotation privileges
on  the  OTC  Bulletin  Board.  If  we  fail  to remain current on our reporting
requirements, we could be removed from the OTC Bulletin Board.  As a result, the
market  liquidity  for  our  securities  could be severely adversely affected by
limiting the ability of broker-dealers to sell our securities and the ability of
stockholders  to  sell  their  securities  in  the  secondary  market.


                                        7
<PAGE>
OUR  COMMON  STOCK  IS  SUBJECT  TO  THE  "PENNY STOCK" RULES OF THE SEC AND THE
TRADING  MARKET  IN  OUR  SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR
STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.

     The  Securities  and  Exchange  Commission  has  adopted  Rule  15g-9 which
establishes  the definition of a "penny stock," for the purposes relevant to us,
as  any  equity security that has a market price of less than $5.00 per share or
with  an  exercise  price  of  less  than  $5.00  per  share, subject to certain
exceptions.  Inasmuch  as  that the current bid and ask price of common stock is
less  than $5.00 per share, our shares are classified as "penny stock" under the
rules  of  the SEC.  For any transaction involving a penny stock, unless exempt,
the  rules  require:

-    That  a  broker  or  dealer  approve a person's account for transactions in
     penny  stocks;  and

-    The  broker or dealer receives from the investor a written agreement to the
     transaction,  setting forth the identity and quantity of the penny stock to
     be  purchased.

     In  order  to  approve a person's account for transactions in penny stocks,
the  broker  or  dealer  must:

-    Obtain  financial  information  and investment experience objectives of the
     person;  and

-    Make  a  reasonable determination that the transactions in penny stocks are
     suitable  for  that  person  and  the  person  has sufficient knowledge and
     experience  in  financial  matters to be capable of evaluating the risks of
     transactions  in  penny  stocks.

     The broker or dealer must also deliver, prior to any transaction in a penny
stock,  a disclosure schedule prescribed by the Commission relating to the penny
stock  market,  which,  in  highlight  form:

-    Sets  forth  the  basis  on which the broker or dealer made the suitability
     determination;  and

-    That  the  broker  or  dealer received a signed, written agreement from the
     investor  prior  to  the  transaction.

     Generally,  brokers  may  be  less  willing  to  execute  transactions  in
securities  subject to the "penny stock" rules.  This may make it more difficult
for  investors  to dispose of our common stock and cause a decline in the market
value  of  our  stock.

     Disclosure also has to be made about the risks of investing in penny stocks
in  both  public  offerings  and  in secondary trading and about the commissions
payable  to  both  the  broker-dealer and the registered representative, current
quotations  for  the  securities  and  the  rights  and remedies available to an
investor  in  cases  of  fraud  in  penny  stock transactions.  Finally, monthly
statements  have  to  be  sent disclosing recent price information for the penny
stock  held in the account and information on the limited market in penny stocks

ITEM 2.     DESCRIPTION OF PROPERTY.

     We  lease  office  space on a month to month basis at 1207 Delaware Avenue,
Suite  410  Buffalo,  New York 14209.  Monthly combined lease payments are $150.

ITEM 3.     LEGAL PROCEEDINGS.

     None.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     None.


                                        8
<PAGE>
                                     PART II

ITEM 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     Until April 10, 2000, our common stock was quoted on the OTC Bulletin Board
under  the  symbol  "ARWA.OB."  On  April  10,  2000,  our  symbol  changed from
"ARWA.OB" to "ARSN.OB."  On March 26, 2003, our symbol changed from "ARSN.OB" to
"ARSW.OB" in connection with a one for 50 reverse split of our common stock.  On
June 21, 2004, our symbol changed from "ARSW.OB" to "ARSK.OB" in connection with
a  one  for  50  reverse  split of our common stock.  On September 24, 2004, our
symbol  changed from "ARSK.OB" to "GMCI.OB" in connection with the change in our
name  and  a  one for 1,000 reverse split of our common stock.  These quotations
reflect  inter-dealer  prices, without mark-up, mark-down or commission, and may
not  represent  actual  transactions.

<TABLE>
<CAPTION>
                         CALENDAR YEAR 2003   HIGH      LOW
<S>                                          <C>      <C>
                         First Quarter       $37,500  $ 7,500
                         Second Quarter      $27,500  $   700
                         Third Quarter       $ 1,350  $   225
                         Fourth Quarter      $   750  $   205

                         CALENDAR YEAR 2004  HIGH     LOW
                         First Quarter       $   180  $   100
                         Second Quarter      $   110  $  5.10
                         Third Quarter       $  6.50  $ 0.008
                         Fourth Quarter      $ 0.012  $0.0003
</TABLE>

     As  of  April  28,  2005,  we  had  899,754,942  shares of our common stock
outstanding.  Our  shares  of  common  stock  are  held  by  approximately  115
stockholders  of  record.  The  number of record holders was determined from the
records  of  our transfer agent and does not include beneficial owners of common
stock  whose  shares are held in the names of various security brokers, dealers,
and  registered  clearing  agencies.

RECENT  SALES  OF  UNREGISTERED  SECURITIES

     In  June 2003 we issued 300,000 shares to three directors as a retainer for
their  services.

     In April 2003, we issued 2,000,000 shares to the 26 shareholders and option
holders  of  Majestic Refilter, Ltd. as consideration for the merger of Majestic
Refilter  and ARS Products Inc.  Also in April 2003, we issued 10,000,000 shares
to  the eight shareholders of HMM Capital Holdings Inc. as consideration for the
merger  between  HMM  and  ARS  Products  Inc.

     With  respect  to the sale of unregistered securities referenced above, all
transactions  were  exempt  from  registration  pursuant  to Section 4(2) of the
Securities  Act  of  1933  (the  "1933  Act"),  and  Regulation  D  promulgated
thereunder.

SECTION  15(G)  OF  THE  EXCHANGE  ACT

     The shares of our common stock are covered by Section 15(g) of the Exchange
Act,  and  Rules  15g-1  through  15g-6  promulgated  thereunder,  which  impose
additional sales practice requirements on broker-dealers who sell our securities
to  persons  other  than  established  customers  and  accredited  investors.

     Rule  15g-2  declares  unlawful  any  broker-dealer  transactions in "penny
stocks"  unless  the  broker-dealer  has  first  provided  to  the  customer  a
standardized  disclosure  document.


                                        9
<PAGE>
     Rule  15g-3 provides that it is unlawful for a broker-dealer to engage in a
"penny  stock"  transaction  unless  the  broker-dealer  first  discloses  and
subsequently  confirms  to  the customer the current quotation prices or similar
market  information  concerning  the  penny  stock  in  question.

     Rule  15g-4  prohibits  broker-dealers  from  completing  "penny  stock"
transactions  for  a  customer  unless  the broker-dealer first discloses to the
customer  the  amount of compensation or other remuneration received as a result
of  the  penny  stock  transaction.

     Rule  15g-5  requires  that  a  broker-dealer  executing  a  "penny  stock"
transaction,  other  than one exempt under Rule 15g-1, disclose to its customer,
at the time of or prior to the transaction, information about the sales person's
compensation.

     Our common stock may be subject to the foregoing rules.  The application of
the  "penny  stock"  rules  may  affect  our stockholders' ability to sell their
shares  because  some  broker-dealers may not be willing to make a market in our
common  stock  because  of  the  burdens  imposed upon them by the "penny stock"
rules.

     The  following  table  provides  information  about purchases by us and our
affiliated  purchasers  during  the  quarter  ended  December 31, 2004 of equity
securities  that  are  registered by us pursuant to Section 12 of the Securities
Exchange  Act  of  1934:

<TABLE>
<CAPTION>
               SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

                    (a)              (b)             (c)               (d)
               --------------  ---------------  --------------  -----------------
                                                                     Maximum
                                                 Total number      number (or
                                                of shares (or      approximate
                                                    units)      dollar value) of
                                                 purchased as      shares (or
                                                   part of       units) that may
                Total number                       publicly          yet be
               of shares (or    Average price     announced         purchased
                   units)         paid per         plans or      under the plans
Period           purchased     share (or unit)     programs        or programs
-------------  --------------  ---------------  --------------  -----------------
<S>            <C>             <C>              <C>             <C>

October 2004              -0-              -0-             -0-                -0-
November 2004             -0-              -0-             -0-                -0-
December 2004             -0-              -0-             -0-                -0-
               --------------  ---------------  --------------  -----------------
Total . . . .             -0-              -0-             -0-                -0-
               ==============  ===============  ==============  =================
</TABLE>

ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

FORWARD-LOOKING  INFORMATION

     Much  of  the  discussion in this Item is "forward looking" as that term is
used  in  Section 27A of the Securities Act and Section 21E of the Exchange Act.
Actual  operations  and  results  may  materially  differ from present plans and
projections  due  to changes in economic conditions, new business opportunities,
changed  business  conditions, and other developments.  Other factors that could
cause  results  to  differ  materially  are  described  in  our filings with the
Securities  and  Exchange  Commission.

     There  are  several  factors  that  could cause actual results or events to
differ  materially  from  those anticipated, and include, but are not limited to
general  economic,  financial and business conditions, changes in and compliance
with  governmental  laws  and  regulations,  including various state and federal
environmental  regulations,  our  ability  to  obtain  additional financing from
outside  investors and/or bank and mezzanine lenders and our ability to generate
sufficient  revenues  to  cover  operating  losses  and  position  us to achieve
positive  cash  flow.

     Readers  are  cautioned  not to place undue reliance on the forward-looking
statements contained herein, which speak only as of the date hereof.  We believe
the  information  contained  in  this  Form 10-KSB to be accurate as of the date
hereof.  Changes  may  occur  after  that  date.   We  will  not  update  that
information  except  as  required  by  law  in  the  normal course of its public
disclosure  practices.


                                       10
<PAGE>
MANAGEMENT'S  PLAN  OF  OPERATIONS

     Our  current  purpose  is  to  seek, investigate and, if such investigation
warrants,  acquire  an  interest  in  business  opportunities presented to us by
persons  or  firms  who  or  which  desire to seek the perceived advantages of a
corporation  which  is  registered under the Securities Exchange Act of 1934, as
amended.  We  do  not  restrict our search to any specific business; industry or
geographical  location and we may participate in a business venture of virtually
any  kind  or  nature.

     We  intend  to  concentrate on identifying preliminary prospective business
opportunities  that may be brought to our attention through present associations
of our officers and directors, or by our shareholders.  In analyzing prospective
business  opportunities,  we  will  consider  such  matters  as  the  available
technical,  financial  and  managerial  resources;  working  capital  and  other
financial requirements; history of operations, if any; prospects for the future;
nature  of  present  and  expected  competition;  the  quality and experience of
management services which may be available and the depth of that management; the
potential  for  further  research,  development  or  exploration;  specific risk
factors  not  now  foreseeable  but  which then may be anticipated to impact our
proposed  activities;  the  potential for growth or expansion; the potential for
profit;  the perceived public recognition or acceptance of products, services or
trades;  name  identification;  and  other  relevant  factors.

     Our  officers  and  directors  will meet personally with management and key
personnel  of  the business opportunity as part of their investigation.  We will
not  acquire  or  merge  with any company for which audited financial statements
cannot  be  obtained  within  a  reasonable  period of time after closing of the
proposed  transaction,  as  required  by  the  Exchange  Act.

     We  will  not  restrict  our  search to any specific kind of firms, but may
acquire  a  venture  which  is in its preliminary or development stage, which is
already  in  operation,  or  which  is in essentially any stage of its corporate
life.  It  is  impossible  to predict at this time the status of any business in
which  we  may become engaged, in that such business may need to seek additional
capital,  may  desire  to  have  its  shares  publicly  traded or may seek other
perceived  advantages  which  we  may  offer.

RESULTS OF OPERATIONS

TWELVE MONTHS ENDED JANUARY 31, 2005 COMPARED TO TWELVE MONTHS ENDED JANUARY 31,
2004

     Revenues.  We  had  revenues  of $40,000 in the 12 months ended January 31,
2004  versus  0  in  revenue  for  the  12  months ended January 31, 2005. These
revenues  were  from  licensing  agreements  related  to  Crosslogix.

     Total  Operating  Expenses.  Our  total  operating  expenses increased from
$2,980,775  to  4,152,067  in  the  12  months  ended  January 31, 2004 and 2005
respectively.  The increase in operating expenses is principally due to expenses
incurred  with  regard  to  the  ESIP  program.

     Net Loss. We had a net loss of $2,942,383 or $2,603.88 per share, in the 12
months  ended January 31, 2004 compared to a net loss of $4,157,517 or $0.07 per
share,  in  the  year ended January 31, 2005. The increase in net loss is due to
increase  in  total  operating  expenses  as  noted  above.

LIQUIDITY AND CAPITAL RESOURCES

     As  discussed  by  our  accountants  in  the  audited  financial statements
included  in  Item  7  of  this  Annual  Report  on  Form 10-KSB, our revenue is
currently  insufficient  to  cover  our  costs  and  expenses.

     We  anticipate  that  our  current  financing  strategy of private debt and
equity  offerings  will  meet our anticipated objectives and business operations
For  the  next  12  months.  We continue to evaluate opportunities for corporate
development.  Subject  to  our  ability  to  obtain  adequate  financing  at the
applicable time, we may enter into definitive agreements on one or more of those
opportunities.


                                       11
<PAGE>
     Our  independent  auditor's  report  on  our  January  31,  2005  financial
statements  included  in  this  Annual Report states that our lack of sources of
revenues  raise  substantial  doubts  about  our  ability to continue as a going
concern.

     As  of January 31, 2005, we had a working capital deficit of $198,890.  As
a  result  of  our  operating  losses  for  the  year  ended January 31, 2005 we
generated  a  negative  cash flow from operating activities of $967,090.  We met
our  cash  requirements during this period through the sale of our common stock.

     While  we  have  raised  capital  to meet our working capital and financing
needs in the past, additional financing is required in order to meet our current
and  projected  cash  flow  deficits  from  operations  and development.  We are
seeking  financing  in  the  form  of  equity  in order to provide the necessary
working  capital.  We  currently  have no commitments for financing. There is no
guarantee  that  we  will  be  successful  in  raising  the  funds  required.

     At a shareholders' meeting on March 23, 2004, the shareholders approved two
amendments  to  our  capital  structure  to increase the authorized common share
capital  to two billion shares from 500 million shares and also to authorize the
board  of  directors  to add additional share classes with the terms approved by
the  board.  We  believe  that  these  amendments  will  afford to us additional
options  to  provide  funding  requirements.

     In  August  2004,  the  consenting  shareholders  of  the  Company approved
resolutions  to change the company's name to Green Mountain Capital Inc. (GMCI),
to  increase the number of authorized common shares to 10,000,000,000 shares and
also  approved a reverse split of the Company's common stock at the ratio of one
(1)  post  consolidation  share  for each one thousand (1,000) pre consolidation
shares  held  by  each shareholder. The resolutions were effective September 24,
2004.

     By adjusting our operations and development to the level of capitalization,
our  management  believes  that  it  has  sufficient  capital  resources to meet
projected  cash  flow  deficits  through  the  next  twelve  months. However, if
thereafter,  we  are  not  successful  in  generating  sufficient liquidity from
operations  or  in  raising sufficient capital resources, on terms acceptable to
us,  this  could  have  a  material  adverse  effect on our business, results of
operations  liquidity  and  financial  condition.

CRITICAL  ACCOUNTING  POLICIES

     The preparation of our consolidated financial statements in conformity with
accounting  principles  generally  accepted  in the United States requires us to
make  estimates  and  judgments  that  affect  our reported assets, liabilities,
revenues, and expenses, and the disclosure of contingent assets and liabilities.
We  base  our  estimates  and  judgments on historical experience and on various
other  assumptions  we believe to be reasonable under the circumstances.  Future
events,  however,  may  differ  markedly  from  our  current  expectations  and
assumptions.  While  there  are  a  number  of  significant  accounting policies
affecting  our  consolidated  financial  statements,  we  believe  the following
critical  accounting  policy  involve the most complex, difficult and subjective
estimates  and  judgments.

STOCK-BASED  COMPENSATION

     In December 2002, the FASB issued SFAS No. 148 - Accounting for Stock-Based
Compensation  - Transition and Disclosure.  This statement amends SFAS No. 123 -
Accounting  for  Stock-Based  Compensation,  providing  alternative  methods  of
voluntarily  transitioning  to  the fair market value based method of accounting
for stock based employee compensation.  SFAS 148 also requires disclosure of the
method  used  to account for stock-based employee compensation and the effect of
the  method in both the annual and interim financial statements.  The provisions
of  this  statement related to transition methods are effective for fiscal years
ending  after  December  15,  2002,  while  provisions  related  to  disclosure
requirements  are  effective  in financial reports for interim periods beginning
after  December  31,  2002.

     We  elected to continue to account for stock-based compensation plans using
the  intrinsic  value-based  method  of  accounting  prescribed  by  APB No. 25,
"Accounting  for Stock Issued to Employees," and related interpretations.  Under
the provisions of APB No. 25, compensation expense is measured at the grant date
for  the  difference between the fair value of the stock and the exercise price.

RECENT  ACCOUNTING  PRONOUNCEMENTS

     In  November  2004,  the Financial Accounting Standards Board (FASB) issued
SFAS  151,  Inventory  Costs--  an  amendment  of  ARB  No.  43, Chapter 4. This
Statement  amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to
clarify  the  accounting for abnormal amounts of idle facility expense, freight,
handling  costs,  and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter
4, previously stated that "under some circumstances, items such as idle facility
expense,  excessive  spoilage,  double  freight,  and rehandling costs may be so
abnormal  as  to  require  treatment  as  current period charges" This Statement
requires  that those items be recognized as current-period charges regardless of
whether  they  meet  the criterion of "so abnormal." In addition, this Statement
requires  that  allocation  of  fixed  production  overheads  to  the  costs  of
conversion  be  based  on the normal capacity of the production facilities. This
Statement  is  effective  for  inventory  costs  incurred  during  fiscal  years
beginning  after  June  15,  2005.  The Company does not yet have any inventory.

     In  December 2004, the FASB issued SFAS No.152, "Accounting for Real Estate
Time-Sharing Transactions--an amendment of FASB Statements No. 66 and 67" ("SFAS
152)  The  amendments made by Statement 152 This Statement amends FASB Statement
No.  66,  Accounting  for  Sales  of  Real  Estate,  to


                                       12
<PAGE>
reference  the  financial  accounting  and  reporting  guidance  for real estate
time-sharing  transactions  that  is  provided  in AICPA  Statement  of Position
(SOP)  04-2,  Accounting  for  Real  Estate  Time-Sharing  Transactions.  This
Statement  also  amends  FASB Statement No.67,  Accounting for Costs and Initial
Rental  Operations  of  Real Estate Projects, to state that the guidance for (a)
incidental  operations  and  (b)  costs incurred to sell  real  estate  projects
does  not  apply  to  real  estate  time-sharingtransactions.  The  accounting
for  those  operations  and  costs is subject to the guidance in SOP 04-2.  This
Statement  is  effective  for  financial  statements  for fiscal years beginning
after  June  15, 2005. with earlier application encouraged. The Company does not
anticipate  that  the  implementation  of  this  standard  will  have a material
impact  on  its  financial  position,  results  of  operations  or  cash  flows.

     On  December  16,  2004,  the Financial Accounting Standards Board ("FASB")
published  Statement  of  Financial Accounting Standards No. 123 (Revised 2004),
Share-Based  Payment  ("SFAS  123R").  SFAS 123R requires that compensation cost
related  to  share-based  payment  transactions  be  recognized in the financial
statements.  Share-based  payment  transactions  within  the  scope of SFAS 123R
include  stock options, restricted stock plans, performance-based equity awards,
stock  appreciation rights, and employee share purchase plans. The provisions of
SFAS  123R  are  effective  as  of  the  first  interim period that begins after
December  15, 2005. Accordingly, the Company will implement the revised standard
in  the  third  quarter of fiscal year 2005. Currently, the Company accounts for
its  share-based payment transactions under the provisions of APB 25, which does
not  necessarily  require  the recognition of compensation cost in the financial
statements.  Management  is assessing the implications of this revised standard,
which  may  materially  impact  the Company's results of operations in the third
quarter  of  fiscal  year  2005  and  thereafter.

     On  December  16,  2004,  FASB  issued  Statement  of  Financial Accounting
Standards  No. 153, Exchanges of Nonmonetary Assets, an amendment of APB Opinion
No.  29,  Accounting  for Nonmonetary Transactions (" SFAS 153"). This statement
amends  APB  Opinion  29 to eliminate the exception for nonmonetary exchanges of
similar productive assets and replaces it with a general exception for exchanges
of  nonmonetary assets that do not have commercial substance. Under SFAS 153, if
a nonmonetary exchange of similar productive assets meets a commercial-substance
criterion  and fair value is determinable, the transaction must be accounted for
at  fair  value  resulting  in  recognition  of  any  gain  or loss. SFAS 153 is
effective  for  nonmonetary transactions in fiscal periods that begin after June
15,  2005.  The  Company  does  not  anticipate  that the implementation of this
standard  will  have  a  material  impact  on its financial position, results of
operations  or  cash  flows.


                                       13
<PAGE>
OFF-BALANCE  SHEET  ARRANGEMENTS

     We  do  not  have  any  off-balance  sheet  arrangements.

ITEM 7.     FINANCIAL STATEMENTS.

     The  financial  statements  and  related notes are included as part of this
report  as  indexed  in  the  appendix  on  page  F-1  through  F-17.

ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
            FINANCIAL DISCLOSURE.

     On  December  2,  2002,  Lougen Valenti Bookbinder & Weintraub LLP ("Lougen
Valenti")  resigned  as  our certifying accountant.  Lougen Valenti's reports on
our  financial  statements for the years ended January 31, 2002 and 2001 did not
contain  an  adverse opinion or disclaimer of opinion; however, the audit report
for the years ended January 31, 2002 and 2001 contained an explanatory paragraph
regarding  the  substantial  doubt  about  our  ability  to  continue as a going
concern.

     The decision to change accountants was approved by our board of directors.


                                       14
<PAGE>
     During  the  years  ended  January  31,  2002  and 2001, and the subsequent
interim  period through December 2, 2002 there were no disagreements with Lougen
Valenti on any matter of accounting principles or practices, financial statement
disclosure  or  auditing scope or procedure which disagreements, if not resolved
to the satisfaction of Lougen Valenti, would have caused it to make reference to
the  subject  matter  of the disagreements in connection with its reports on the
financial  statements  for  such  periods.

     Regulation S-K Item 304(a)(1)(v) is not applicable.

     We  engaged  Russell  Bedford  Stefanou  Mirchandani  LLP  (Russell Bedford
Stefanou  Mirchandani)  as  our certifying accountant as of December 2, 2002 for
our  fiscal  year  ending  January  31,  2003  and  going forward.  Prior to the
engagement  of  Russell  Bedford  Stefanou Mirchandani we had not consulted with
Russell  Bedford  Stefanou  Mirchandani  on  (i)  the  application of accounting
principles  to  a specified transaction, either contemplated or proposed, or the
type of audit opinion that might be rendered on our financial statements or (ii)
any  matter  that  was  either  the subject of a "disagreement" or a "reportable
event."

     The  decision  to appoint Russell Bedford Stefanou Mirchandani was approved
by  our  board  of  directors.

     We  have  requested  the  former  accountants  to  furnish us with a letter
addressed  to  the Commission stating whether it agrees with the statements made
by us, and, if not, stating the respects in which they do not agree. We included
the  former accountant's letter as Exhibit 16 of our Form 8-K filed with the SEC
on  December  9,  2002.

ITEM 8A.     CONTROLS AND PROCEDURES.

     Disclosure  controls  and procedures are controls and other procedures that
are  designed  to  ensure 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 Securities and
Exchange  Commission's  rules  and  forms.  Disclosure  controls  and procedures
include,  without  limitation,  controls  and procedures designed to ensure that
information required to be disclosed by us in the reports that we file under the
Exchange  Act  is  accumulated and communicated to our management, including our
principal  executive  and  financial  officers,  as  appropriate to allow timely
decisions  regarding  required  disclosure.

     Evaluation of disclosure and controls and procedures.  As of the end of the
period  covered  by  this  Annual  report, we conducted an evaluation, under the
supervision  and with the participation of our chief executive officer and chief
financial  officer,  of  our  disclosure  controls and procedures (as defined in
Rules  13a-15(e)  of  the  Exchange  Act).  Based  on this evaluation, our chief
executive  officer  and  chief  financial  officer concluded that our disclosure
controls  and procedures are effective to ensure that information required to be
disclosed  by  us  in  reports  that we file or submit under the Exchange Act is
recorded,  processed,  summarized and reported within the time periods specified
in  Securities  and  Exchange  Commission  rules  and  forms.

     Changes in internal controls over financial reporting.  There was no change
in  our  internal  controls,  which  are included within disclosure controls and
procedures,  during  our  most  recently  completed  fiscal  quarter  that  has
materially  affected, or is reasonably likely to materially affect, our internal
controls.

ITEM 8B.     OTHER INFORMATION.

     None.


                                       15
<PAGE>
                                    PART III

ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
            COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

     Our directors and executive officers are:

<TABLE>
<CAPTION>
NAME               AGE                     POSITION                      POSITION HELD SINCE
-----------------  ---  -----------------------------------------------  -------------------
<S>                <C>  <C>                                              <C>
Sydney A. Harland   54  President, Chief Executive Officer and Director       May 1998
 Arthur N. Kelly    44                     Director                          March 2004
Ronald A. Moodie*   69    Corporate Secretary, Controller and Director      February 2003
Andrew E. Mercer    56                     Director                         February 2003
 Larry M. Ricci     53                     Director                           March 2004
Mark P. Miziolek*   47     Vice President and Chief Financial Officer          May 1998
</TABLE>

     ** Mr. Moodie's contract to serve as our Corporate Secretary and Controller
terminated  on  April  12,  2005.  Mr.  Moodie  still  serves  as  our director.

     ** Mr.  Miziolek's  contract  to  serve  as  our  Vice President and  Chief
Financial  Officer  terminated  on  April  12,  2005.

     Our  executive  officers  are  elected  annually by our board of directors.

     Sydney  A.  Harland has served as our chief executive officer and president
and  a  director since inception.  From 1987 to 2002, Mr. Harland was president,
founder  and  sole  shareholder  of American Equipment Sales and Leasing Inc., a
product  development  and  sales  company.  From 1995 to December 2000, he was a
consultant  to  Ontario  Hydro  Technologies.  Mr.  Harland has over 20 years of
business  experience,  primarily  in  sales  and  marketing,  in  the  railway,
telecommunications,  nuclear  utility  and  mining  industries.

     Ronald  A.  Moodie  has  been  an  advisor to us since June 5, 1998 and was
appointed our controller in June 2000.  In February 2003, Mr. Moodie was elected
our corporate secretary.  From 1989 to present, Mr. Moodie has been president of
Moodie  Consulting,  providing  management and investment services to commercial
real  estate  developers  and  heavy  equipment  suppliers  to  the  railway and
construction  industries.

     Andrew  E.  Mercer  was elected to our board of directors in February 2003.
He  has  served as chairman, chief executive officer and president of The Mercer
Group,  Inc.  since  1997.  The  Mercer  Group  is  a privately held corporation
offering business management and consulting services to companies which have not
filed  registration  statements  covering  the initial public offerings of their
securities.  Mr. Mercer is also chairman, president, and chief executive officer
of  Commerce  Development  Corporation,  Ltd.

     Arthur  N. Kelly has 18 years of marketing, sales and management experience
and is currently vice president of sales-North America for ELTEK Energy where he
is  responsible  for the development and growth of all ELTEK Energy sales in the
United States and Canadian markets.  Mr. Kelly held various sales and management
positions with Marconi Communications from 1988 to 2001 where he was responsible
for sales of power generation and communication supplies to major North American
communications  companies.  Mr. Kelly was sales manager for S.N.P. Associates in
France  from  1986 to 1988 and also district sales manager for Pylon Electronics
in  Montreal  from  1985  to  1986.

     Larry Ricci has been the owner of Kia West Edmonton, the largest volume Kia
dealership in Western Canada, since 2000.  From 1993 to 2000, Mr. Ricci was vice
president of sales for Vision R.V. and continues as a shareholder and advisor to
that company.  He was president and general manager of Brampton Suzuki from 1987
to 1993.  Mr. Ricci is chairman of the Dealer Council of Kia Canada and a member
of  the  Kia  Canada  Presidents  Club.


                                       16
<PAGE>
     Mark  P.  Miziolek  has  been  our  vice president finance, chief financial
officer  and  treasurer  since  May  20,  1998  and  was appointed a director in
September  2002.  From 1994 to 1998, Mr. Miziolek became the treasurer and chief
financial officer and later the president, treasurer and chief financial officer
of  Thornmark  Holdings  Inc./Thornmark Corporation, a privately held investment
holding  company  with  interests  in  industrial  and  residential  real estate
development  and Great Lakes and ocean shipping. From 1981 to 1994, Mr. Miziolek
was first the assistant controller and then the controller of Upper Lakes Group,
Inc.,  one  of  Canada's  largest  dry  bulk  shipping companies with 21 vessels
operating  on  the  Great  Lakes  and  four  vessels  in  ocean  trades.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Under  Section  16(a) of the Exchange Act, our directors and certain of our
officers,  and  persons  holding  more  than  10 percent of our common stock are
required  to file forms reporting their beneficial ownership of our common stock
and  subsequent  changes  in  that  ownership  with  the Securities and Exchange
Commission.  Such  persons  are  also  required to furnish us with copies of all
forms  so  filed.

     Based solely upon a review of copies of such forms filed on Forms 3, 4, and
5,  we  are  aware  of three persons who during the year ended January 31, 2005,
were  directors,  officers, or beneficial owners of more than ten percent of our
common  stock,  and  who  failed to file, on a timely basis, reports required by
Section  16(a) of the Securities Exchange Act of 1934 during such fiscal year as
follows:

-    Sydney  A. Harland. Mr. Harland was an officer and director during the year
     ended  January 31, 2005. Mr. Harland failed to timely file a Form 4 for the
     year  ended  January  31,  2005.

-    Mark P. Miziolek. Mr. Miziolek was an officer during the year ended January
     31,  2005.  Mr.  Miziolek failed to timely file a Form 4 for the year ended
     January  31,  2005.

-    Ronald  A.  Moodie. Mr. Moodie was an officer during the year ended January
     31,  2005.  Mr.  Moodie  failed  to timely file a Form 4 for the year ended
     January  31,  2005.

CODE OF ETHICS

     We  have  adopted  a code of ethics that applies to our principal executive
officer,  principal  financial  officer,  principal  accounting  officer  or
controller,  or  persons  performing  similar  functions.  The code of ethics is
designed  to  deter  wrongdoing  and  to  promote:

-    Honest  and  ethical  conduct,  including the ethical handling of actual or
     apparent  conflicts  of  interest  between  personal  and  professional
     relationships;

-    Full,  fair, accurate, timely, and understandable disclosure in reports and
     documents  that  we  file  with, or submits to, the SEC and in other public
     communications  made  by  us;

-    Compliance  with  applicable  governmental  laws,  rules  and  regulations;

-    The  prompt  internal reporting of violations of the code to an appropriate
     person  or  persons  identified  in  the  code;  and

-    Accountability  for  adherence  to  the  code.

     A  copy  of  our  code  of  ethics  that applies to our principal executive
officer,  principal  financial  officer,  principal  accounting  officer  or
controller,  or  persons performing similar functions was filed as an exhibit to
our Annual report for the fiscal year ended January 31, 2004, and filed with the
Commission  on  April  30,  2004.

     We  will  provide to any person without charge, upon request, a copy of our
code  of ethics.  Any such request should be directed to our corporate secretary
at  1207  Delaware  Avenue,  Suite  410,  Buffalo,  New  York  14209.


                                       17
<PAGE>
ITEM 10.     EXECUTIVE COMPENSATION.

SUMMARY  OF  CASH  AND  CERTAIN  OTHER  COMPENSATION

SUMMARY  COMPENSATION  TABLE

     The  following  table  provides  certain summary information concerning the
compensation earned by the named executive officers (determined as of the end of
the  last fiscal year) for services rendered in all capacities to Green Mountain
Capital,  Inc.  and  our  subsidiaries:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                                          ANNUAL COMPENSATION                    LONG TERM COMPENSATION
                               ------------------------------------------  ----------------------------------
                                                                                   AWARDS             PAYOUTS
                                                                           --------------------------  ------
                                                                           RESTRICTED    SECURITIES
                                                              OTHER           STOCK      UNDERLYING      LTIP
NAME AND PRINCIPAL                                           ANNUAL         AWARD(S)    OPTIONS/SARS   PAYOUTS       ALL OTHER
POSITION                 YEAR  SALARY ($)   BONUS ($)   COMPENSATION ($)       ($)           (#)         ($)     COMPENSATION ($)
-----------------------  ----  -----------  ----------  -----------------  -----------  -------------  --------  -----------------
<S>                      <C>   <C>          <C>         <C>                <C>          <C>            <C>       <C>
                                                                                                            -0-
Sydney A. Harland,       2005  $   207,750                                                     44,538       -0-
President, CEO and                                                                                          -0-
Director (1)             2004  $   150,000  $   22,500  $      10,000 (1)                                        $      80,400 (5)
                         2003  $   180,000           -                                                           $       86,795(4)
Mark P. Miziolek,
Vice President, CFO      2005
and Director (2)         2004  $    83,825  $   10,500                                         19,385            $        4,400(6)
                         2003  $    56,000                                                                       $       40,504(4)
                               $    84,000
Ronald A. Moodie
Secretary and Director   2005
(3)                      2004  $    59,875                                                                       $        4,400(6)
                         2003  $    35,000  $    7,250                                                           $       28,932(4)
                               $    60,000                                                     13,846
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Mr.  Harland's management contract commenced in May 1999 and was renewed in
     April  2004  and  includes  an  automobile  allowance  of $1,000 per month.
(2)  Mr. Miziolek's management contract commenced in May 1999 and was terminated
     in January 2005. Mr. Miziolek's contract to serve as our Vice President and
     Chief  Financial  Officer  terminated  on  April  12,  2005.

(3)  Mr. Moodie's employment commenced in May 2000 and was terminated in January
     2005
(4)  Settlement  of  management  contracts  to  January  31,  2003
(5)  Restructuring  fee  paid  to  Mr. Harland of $60,000 plus board of director
     fees  in  the  amount  of  $20,400
(6)  Board  of  directors'  fees  for  the  year  ended  January  31,  2004


EMPLOYMENT AGREEMENTS

On April 1, 2004 we entered into a management agreement with Ameri-can Equipment
Sales  and Leasing.  Under the terms of the agreement, Mr. Harland, president of
Ameri-can  Equipment  Sales and Leasing, will provide employment services as our
president  and  chief  executive  officer.  The  agreement  has a five year term
expiring  April  1,  2008  and pays Mr. Harland $210,000 per year, subject to an
annual  review  by  our  board  of directors.  Mr. Harland is also entitled to a
bonus  of  up to 50 percent of his base compensation based on annual performance
criteria  established  annually  by  the  board  of directors.  In addition, Mr.
Harland  will  receive  a  monthly  automobile


                                       18
<PAGE>
allowance  of  $1,000.  We  can  terminate  this  agreement at any time upon the
payment  of two times Mr. Harland's then-existing compensation, plus $1,000,000.

     On  June 1, 2004 we entered into a management agreement with Mark Miziolek.
Under  the terms of the agreement, Mr. Miziolek will serve as our vice president
of  finance  and  chief  financial  officer.  The  agreement has a one year term
expiring  June  1,  2004  and  pays Mr. Miziolek $84,000 per year, subject to an
annual  review  by  our  board of directors.  Mr. Miziolek is also entitled to a
bonus  based on annual performance criteria established annually by our board of
directors.  This  contract  was  terminated  on  January  11,  2005.

     On  June 1, 2003 we entered into a management agreement with Ronald Moodie.
Under  the  terms  of  the  agreement,  Mr.  Moodie  will serve as our corporate
secretary.  The agreement has a one year term expiring June 1, 2004 and pays Mr.
Moodie  $60,000 per year, subject to an annual review by our board of directors.
Mr.  Moodie  is  also  entitled  to  a  bonus  of  up  to 50 percent of his base
compensation  based  on  annual performance criteria established annually by our
board  of  directors.  This  contract  was  terminated  on  January  11,  2005.

ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
             RELATED STOCKHOLDER MATTERS.

EQUITY COMPENSATION PLAN INFORMATION

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

     The following table provides information as of the end of the most recently
completed  fiscal  year with respect to compensation plans (including individual
compensation  arrangements)  under which equity securities of the registrant are
authorized  for  issuance,  aggregated  as  follows:

-    All  compensation  plans  previously  approved  by  security  holders;  and

-    All  compensation  plans  not  previously  approved  by  security  holders.

<TABLE>
<CAPTION>
                                                                                                NUMBER OF SECURITIES REMAINING
                                 NUMBER OF SECURITIES TO BE                                      AVAILABLE FOR FUTURE ISSUANCE
                                  ISSUED UPON EXERCISE OF         WEIGHTED-AVERAGE EXERCISE        UNDER EQUITY COMPENSATION
                               OUTSTANDING OPTIONS, WARRANTS    PRICE OF OUTSTANDING OPTIONS,     PLANS (EXCLUDING SECURITIES
                                         AND RIGHTS                  WARRANTS AND RIGHTS           REFLECTED IN COLUMN (A))
PLAN CATEGORY                               (A)                              (B)                              (C)
-----------------------------  ------------------------------  -------------------------------  -------------------------------
<S>                            <C>                             <C>                              <C>

Equity compensation plans                       2,410,000,000  $                         0.003                      796,500,000
approved by security holders
Equity compensation plans not                             -0-                              N/A                              N/A
approved by security holders

Total                                           2,410,000,000  $                         0.003                      796,500,000
                               ==============================                                   ===============================
</TABLE>

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth, as of January 31, 2005, information
concerning ownership of our securities by:

-    Each person who owns beneficially more than five percent of the outstanding
     shares  of  our  common  stock;

-    Each  person  who  owns  beneficially  outstanding  shares of our preferred
     stock;

-    Each  director;

-    Each  named  executive  officer;  and

-    All  directors  and  officers  as  a  group.


                                       19
<PAGE>
<TABLE>
<CAPTION>
                                                        COMMON STOCK BENEFICIALLY       PREFERRED STOCK BENEFICIALLY
                                                                OWNED (2)                       OWNED (2)
                                                                ---------                       ---------
NAME AND ADDRESS OF BENEFICIAL OWNER (1)                  NUMBER         PERCENT          NUMBER          PERCENT
----------------------------------------              --------------  --------------  ---------------  ---------------
<S>                                                   <C>             <C>             <C>              <C>
Sydney A. Harland. . . . . . . . . . . . . . . . . .              17               *    1,521,085 (3)        60.84 (3)
                                                                                        1,000,000 (4)          100 (4)
                                                                                        3,000,000 (5)          100 (5)
Mark P. Miziolek . . . . . . . . . . . . . . . . . .              24               *      695,678 (3)        27.83 (3)
Ronald A. Moodie . . . . . . . . . . . . . . . . . .              28               *      283,237 (3)        11.33 (3)
Andrew E. Mercer . . . . . . . . . . . . . . . . . .               2               *           -0-              -0-
Arthur N. Kelly. . . . . . . . . . . . . . . . . . .             -0-             -0-           -0-              -0-
                                                      --------------  --------------
All directors and officers as a group (five persons)              71               *    2,500,000 (3)          100 (3)
                                                      ==============  ==============  ===============  ===============
                                                                                        1,000,000 (4)          100 (4)
                                                                                      ===============  ===============
                                                                                        3,000,000 (5)          100 (5)
                                                                                      ===============  ===============
</TABLE>

___________________
     * Less than one percent.
(1)  Unless  otherwise  indicated, the address for each of these stockholders is
     c/o Green Mountain Capital, Inc., 1207 Delaware Avenue, Suite 410, Buffalo,
     New  York. Also, unless otherwise indicated, each person named in the table
     above  has  the sole voting and investment power with respect to the shares
     of  our  common  and  preferred  stock  which  he  beneficially  owns.
(2)  Beneficial ownership is determined in accordance with the rules of the SEC.
     As  of March 29, 2005, the total number of outstanding shares of the common
     stock is 899,754,942 the total number of outstanding shares of the Series A
     preferred stock is 2,500,000, the total number of outstanding shares of the
     Series  B preferred stock is 1,000,000, and the total number of outstanding
     shares  of  the  Series  C  preferred  stock  is  3,000,000.
(3)  Series  A  Preferred  Stock.
(4)  Series  B  Preferred  Stock.
(5)  Series  C  Preferred  Stock.

     There  are no arrangements, known to us, including any pledge by any person
of  our  securities, the operation of which may at a subsequent date result in a
change  in  control  of  Green  Mountain  Capital,  Inc.

     There  are  no  arrangements  or  understandings  among members of both the
former  and the new control groups and their associates with respect to election
of  directors  or  other  matters.

ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     We  have  entered into management agreements with Messrs. Harland, Miziolek
and  Moodie.  See  "Employment  Agreements."

     We  entered  into  a  License  Agreement  dated as of May 20, 1998 with Mr.
Sydney  A.  Harland, our president and chief executive officer.  Under the terms
of  this  agreement,  Mr.  Harland  has granted to us a non-exclusive license to
certain  intellectual  property, a trade name and patents owned and developed by
Mr.  Harland.  In  exchange for this license, we issued a total of 90,405 shares
of  common  stock  to  Mr.  Harland.

     We entered into a license agreement with Eveready Closure dated March 2003.
Mr.  Harland is the principal shareholder of Eveready.  Under this agreement, we
are  to  pay a minimum royalty of $100,000 for the first year.  At the reporting
date,  $50,000  of  the royalty was paid.  Also, as of January 31, 2004, $50,000
has  been  accrued  towards  minimum  royalty  expenses.

ITEM 13.     EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
-------
  NO.                                           IDENTIFICATION OF EXHIBIT
-------  -------------------------------------------------------------------------------------------------------
<S>      <C>

2.1*     Share Purchase Agreement dated as of July 31, 2000 among the former shareholders of T & T Diesel
         Power, Ltd. and the Company.
2.2*     Escrow Agreement dated as of July 31, 2000 among the Pallet Valo, the former shareholders of T & T
         Diesel Power, Ltd. and the Company.
2.3*     Promissory Note dated as of July 31, 2000 given by the Company to the former shareholders of T & T
         Diesel Power, Ltd.


                                       20
<PAGE>
3.1*     Certificate of Incorporation.
3.2*     Articles of Amendment to the Certificate of Incorporation.
3.2 *    Bylaws.
10.1*    Consulting Agreement dated as of February 9, 2001 between National Financial Communications Corp.
         and the Company.
10.2*    Equity Line of Credit Agreement dated as of March 22, 2001 between Cornell Capital Partners, L.P. and
         the Company.
10.3*    Escrow Agreement dated as of March 22, 2001 among Butler Gonzalez LLP, First Union National Bank
         and the Company.
10.4*    Registration Rights Agreement dated as of March 22, 2001 between Cornell Capital Partners LP and the
         Company.
10.5*    Consulting Services Agreement dated as of March 22, 2001 between Yorkville Advisors Management,
         LLC and the Company.
10.6*    Management Agreement for Vice President Finance and Chief Financial Officer dated as of January 1,
         2001 between Mark P. Miziolek and the Company.
10.7*    Management Agreement for President and Chief Executive Officer dated as of January 1, 2001 between
         Sydney Harland and the Company.
10.8*    License Agreement dated as of May 20, 1998 between Sydney Harland and the Company.
10.9*    Promissory Note dated as of July 31, 2001 in the original principal amount of $100,000 Canadian Dollars
         given by the Company to Betty Harland.
10.10*   Consulting services contract with Inc. Financial Group LLC dated January 29, 2002.
10.11*   Share Purchase Agreement regarding the sale of T&T Diesel Power Limited.
10.12*   Plan and Agreement of Reverse Triangular Merger.
10.13*   Plan and Agreement of Reverse Triangular Merger.
14*      Code of Ethics.
21**     Subsidiarires.
31.1**   Certification of Sydney A. Harland, President and Chief Executive Officer of Green Mountain Capital,
         Inc., pursuant to 18 U.S.C.  1350, as adopted pursuant to  302 of the Sarbanes-Oxley Act of 2002.
31.2**   Certification of Mark P. Miziolek, Chief Financial Officer of Green Mountain Capital, Inc., pursuant to
         18 U.S.C.  1350, as adopted pursuant to  302 of the Sarbanes-Oxley Act of 2002
32.1**   Certification of Sydney A. Harland, President and Chief Executive Officer of Green Mountain Capital,
         Inc., as adopted pursuant to  906 of the Sarbanes-Oxley Act of 2002.
32.2**   Certification of Mark P. Miziolek, Chief Financial Officer of Green Mountain Capital, Inc., as adopted
         pursuant to  906 of the Sarbanes-Oxley Act of 2002.
</TABLE>

___________
* Previously Filed
** Filed Herewith

ITEM 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEES

     The aggregate fees billed by Russell Bedford Stefanou Mirchandani LLP for
professional services rendered for the audit of our annual financial statements
for fiscal year ended January 31, 2005 were $57,500.

ALL OTHER FEES

     There were no other fees billed by Russell Bedford Stefanou Mirchandani LLP
for professional services rendered, other than as stated under the caption Audit
Fees.


                                       21
<PAGE>
                                   SIGNATURES

     In  accordance  with  Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this Annual report to be signed
on  its  behalf  by  the  undersigned,  thereunto  duly  authorized.

                                        Green Mountain Capital, Inc.


Date: May 2, 2005.
                                        By /s/ Sydney A. Harland
                                           -------------------------------------
                                           Sydney A. Harland,
                                           Chief Executive Officer and President


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this  Annual  report  has  been signed by the following persons on behalf of the
registrant  and  in  the  capacities  and  on  the  dates  indicated.

<TABLE>
<CAPTION>
      Signature                         Title                        Date
--------------------  ------------------------------------------  -----------
<S>                   <C>                                         <C>

 /s/Sydney Harland         President, Chief Executive Officer     May 2, 2005
--------------------                 and Director
   Sydney Harland

/s/ Ronald A. Moodie        Corporate Secretary and Director      May 2, 2005
--------------------
  Ronald A. Moodie

  /s/ Arthur Kelly                     Director                   May 2, 2005
--------------------
    Arthur Kelly

  /s/Larry Ricci                       Director                   May 2, 2005
--------------------
    Larry Ricci

/s/ Mark P. Miziolek  Vice President and Chief Financial Officer  May 2, 2005
--------------------
  Mark P. Miziolek
</TABLE>


                                       22
<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                 CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES


                            JANUARY 31, 2005 AND 2004



                         FORMING A PART OF ANNUAL REPORT

                 PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934

                          GREEN MOUNTAIN CAPITAL, INC.




                                      F-1
<PAGE>
<TABLE>
<CAPTION>
                                        GREEN MOUNTAIN CAPITAL, INC.
                                       INDEX TO FINANCIAL STATEMENTS

                                                                                                    Page No.
                                                                                                   -----------
<S>                                                                                                <C>
Report of Independent Registered Certified Public Accounting Firm                                      F-3

Consolidated Balance Sheets at January 31, 2005 and 2004                                               F-4

Consolidated Statement of Losses For the Years Ended January 31, 2005 and 2004                         F-5

Consolidated Statement of Stockholders' Equity (Deficiency) For the Two Years Ended January 31, 2005   F-6

Consolidated Statement of Cash Flows For the Years Ended January 31, 2005 and 2004                     F-7

Notes to Consolidated Financial Statements                                                         F-8 to F-17
</TABLE>


                                      F-2
<PAGE>
                    RUSSELL BEDFORD STEFANOU MIRCHANDANI LLP
                          CERTIFIED PUBLIC ACCOUNTANTS

--------------------------------------------------------------------------------

        REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM


To the Board of Directors
Green Mountain Capital, Inc.
Buffalo, New York

     We  have  audited  the  accompanying  consolidated  balance sheets of Green
Mountain  Capital,  Inc.  ("Company")  as  of  January 31, 2005 and 2004 and the
related  consolidated statements of losses, (deficiency) in stockholders' equity
and  cash  flows  for each of the years in the two year period ended January 31,
2005.  These  financial  statements  are  the  responsibility  of  the Company's
management.  Our  responsibility  is  to  express  an opinion on these financial
statements  based  upon  our  audits.

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

     In  our opinion, the financial statements referred to above present fairly,
in  all material respects, the consolidated financial position of Green Mountain
Capital,  Inc.  at  January  31,  2005 and 2004, and the consolidated results of
their  operations  and  their  cash  flows for each of the years in the two year
period ended January 31, 2005 in conformity with accounting principles generally
accepted  in  the  United  States  of  America.

     The  accompanying financial statements have been prepared assuming that the
Company  will continue as a going concern. As shown in the financial statements,
the Company has incurred net losses since its inception. This raises substantial
doubt  about  the Company's ability to continue as a going concern. Management's
plans in regard to this matter are described in Note K. The financial statements
do  not  include  any  adjustments  that  might  result from the outcome of this
uncertainty.

                     /s/  RUSSELL  BEDFORD STEFANOU MIRCHANDANI LLP
                           Russell  Bedford Stefanou Mirchandani LLP
                           Certified Public Accountants

New York, New York
April 18, 2005


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                                                 GREEN MOUNTAIN CAPITAL, INC.
                                                 CONSOLIDATED BALANCE SHEETS
                                                  JANUARY 31, 2005 AND 2004


                                                                                                      2005           2004
                                                                                                  -------------  ------------
<S>                                                                                               <C>            <C>
                                             ASSETS
Current assets:
Cash                                                                                              $          -   $    94,728
Accounts receivable                                                                                          -         5,000
                                                                                                  -------------  ------------
     Total current assets                                                                                    -        99,728

Investment (Note B)                                                                                    586,629             -

Other assets                                                                                               646           646
                                                                                                  -------------  ------------
Total assets                                                                                      $    587,275   $   100,374
                                                                                                  =============  ============

                       LIABILITIES AND (DEFICIENCY) IN STOCKHOLDERS' EQUITY
Current liabilities:
Cash disbursed in excess of available balance                                                     $        640   $         -
Accounts payable and accrued expenses                                                                   73,100       137,600
Accrued management compensation                                                                        125,150       622,200
                                                                                                  -------------  ------------
     Total current liabilities                                                                         198,890       759,800

Commitment and Contingencies (Note H)

(Deficiency) in stockholders' equity: (Note D)
Preferred stock, series A, par value $0.0001 per share; authorized 20,000,000 shares; 2,500,000
shares issued and outstanding at January, 2005 and 2004                                                    250           250
Preferred stock, series B, par value $0.0001 per share, authorized 5,000,000 shares, 1,000,000
and 0 shares issued and outstanding at January 31, 2005 and 2004, respectively                             100             -
Common stock, par value $0.0001 per share, authorized 10,000,000,000 shares; 600,754,942
and 4,952 shares issued and outstanding at January 31, 2005 and 2004, respectively                      60,076             1
Additional paid in capital                                                                          12,963,564     7,828,389
Subscription receivable                                                                                 (7,556)      (17,534)
Accumulated deficit                                                                                (12,628,049)   (8,470,532)
                                                                                                  -------------  ------------
Total (deficiency in) stockholders' equity                                                             388,385      (659,426)

Total liabilities and (deficiency) in stockholders' equity                                        $    587,275   $   100,374
                                                                                                  =============  ============
</TABLE>

          (See accompanying notes to consolidated financial statements)


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                                        GREEN MOUNTAIN CAPITAL, INC.
                                      CONSOLIDATED STATEMENT OF LOSSES
                               FOR THE YEARS ENDED JANUARY 31, 2005 AND 2004

                                                                            For the Year Ended January 31,
                                                                            ------------------------------
                                                                                 2005            2004
                                                                           ---------------  ---------------
<S>                                                                        <C>              <C>
Revenues                                                                   $            -   $       40,000
Cost of sales                                                                           -                -
                                                                           ---------------  ---------------
Gross margin                                                                            -           40,000

Operating expenses:
General and administrative expenses                                             4,152,067        1,782,125
Impairment of goodwill (Note C)                                                         -        1,198,650
                                                                           ---------------  ---------------
Total operating expenses                                                        4,152,067        2,980,775

Loss from operations                                                           (4,152,067)      (2,940,775)

Other income (expenses):
Share of loss in equity of unconsolidated affiliate                                (5,450)               -
Interest expenses                                                                       -          ( 1,608)
                                                                           ---------------  ---------------
Total other income (expenses)                                                      (5,450)          (1,608)
Income (taxes) benefit                                                                  -                -

Net loss                                                                   $   (4,157,517)  $   (2,942,383)
                                                                           ===============  ===============

Loss per common share (basic and assuming dilution)                        $        (0.07)  $    (2,603.88)

Weighted average shares outstanding (basic and diluted), as restated for
reverse stock splits                                                           55,547,187            1,130
                                                                           ===============  ===============
</TABLE>

          (See accompanying notes to consolidated financial statements)


                                      F-5
<PAGE>
<TABLE>
<CAPTION>
                                                GREEN MOUNTAIN CAPITAL, INC.
                                CONSOLIDATED STATEMENT OF DEFICIENCY IN STOCKHOLDERS' EQUITY
                                          FOR THE TWO YEARS ENDED JANUARY 31, 2005


                            Preferred Stock A          Preferred Stock B          Common Stock
                            -----------------          -----------------          ------------

                                                                                                                Additional
                                                                                                                ----------
                             Number of                  Number of                  Number of                     Paid-in
                             ---------                  ---------                  ---------                     -------
                              Shares        Amount       Shares        Amount        Shares        Amount        Capital
                            -----------  ------------  -----------  ------------  ------------  ------------  -------------
<S>                         <C>          <C>           <C>          <C>           <C>           <C>           <C>
Balance at
January 31, 2003,
as restated
for  reverse split                    -  $          -            -  $          -          199   $          1  $  4,853,399
Common stock issued
for officers'
compensation                          -             -            -             -            6              -        30,000
Common stock issued
for  consulting
service                               -             -            -             -          531              -       673,940
Common stock issued
for  acquisition
activities                            -             -            -             -          240              -     1,224,000
Common stock issued
under  ESIP                           -             -            -             -        3,630              -     1,047,300
Preferred shares issued
in lieu  of
common stock                  2,500,000           250            -             -            -              -          (250)
Common stock cancelled
for  preference shares                -             -            -             -          (14)             -             -

Net loss                              -             -            -             -            -              -             -
                            -----------  ------------  -----------  ------------  ------------  ------------  -------------
Balance at
January 31, 2004,
as restated for
reverse split                 2,500,000  $        250            -  $          -        4,592   $          1  $  7,828,389
Common stock issued
for  consulting services,
as restated                           -             -            -             -    7,028,850            703        55,247
Preferred shares
series B issued
as compensation                       -             -    1,000,000           100            -              -     1,999,900
Common stock issued
under ESIP                            -             -            -             -  593,721,500         59,372     2,737,028
Accrued management
compensation capitalized              -             -            -             -            -              -       343,000
Net loss                              -             -            -             -            -              -             -
                            -----------  ------------  -----------  ------------  ------------  ------------  -------------
Balance, January 31, 2005     2,500,000  $        250    1,000,000  $        100  600,754,942   $     60,076  $ 12,963,564
                            ===========  ============  ===========  ============  ============  ============  =============

                                                              Total
                                                              -----
                                                           Deficiency
                                                           ----------
                                                               in
                                                               --
                            Subscription    Accumulated   Stockholders'
                            ------------    -----------   -------------
                             Receivable       Deficit        Equity
                            -------------  -------------  -------------
<S>                         <C>            <C>            <C>
Balance at
January 31, 2003,
as restated
for  reverse split          $          -   $ (5,528,149)  $   (674,749)
Common stock issued
for officers'
compensation                           -              -         30,000
Common stock issued
for  consulting
service                                -              -        673,940
Common stock issued
for  acquisition
activities                             -              -      1,224,000
Common stock issued
under  ESIP                      (17,534)             -      1,029,766
Preferred shares issued
in lieu  of
common stock                           -              -              -
Common stock cancelled
for  preference shares                 -              -              -

Net loss                               -     (2,942,383)    (2,942,383)
                            -------------  -------------  -------------
Balance at
January 31, 2004,
as restated for
reverse split               $    (17,534)  $ (8,470,532)  $   (659,426)
Common stock issued
for  consulting services,
as restated                            -              -         55,950
Preferred shares
series B issued
as compensation                        -              -      2,000,000
Common stock issued
under ESIP                         9,978              -      2,806,378
Accrued management
compensation capitalized               -              -        343,000
Net loss                               -     (4,157,517)    (4,157,517)
                            -------------  -------------  -------------
Balance, January 31, 2005   $     (7,556)  $(12,628,049)  $    388,385
                            =============  =============  =============
</TABLE>

          (See accompanying notes to consolidated financial statements)


                                      F-6
<PAGE>
<TABLE>
<CAPTION>


                                GREEN MOUNTAIN CAPITAL, INC.
                            CONSOLIDATED STATEMENT OF CASH FLOWS
                        FOR THE YEARS ENDED JANUARY 31, 2005 AND 2004

                                                              For the Year Ended January 31,
                                                              ------------------------------
                                                                   2005           2004
                                                              --------------  --------------
<S>                                                           <C>             <C>
Cash flows from operating activities:
Net loss for the year from continuing operations              $  (4,157,517)  $  (2,942,383)
Adjustments to reconcile net loss to net cash used in
operating activities:
Valuation allowance against investment                               16,921               -
Share of loss in equity of unconsolidated affiliate                   5,450               -
Write off of intangible asset                                             -          25,000
Impairment of goodwill                                                    -       1,198,650
Professional fees settled in stock                                   56,050         673,940
Employee compensation settled in stock - ESIP                     1,324,916         213,345
Preferred shares issued as compensation                           2,000,000               -
Officers' and directors' compensation settled in stock                    -          30,000
Changes in assets and liabilities:
(Increase) decrease in other current assets                           5,000          (5,000)
Decrease (increase) in note receivable                                    -          29,610
Increase (decrease) in cash disbursed in excess of available
balance                                                                 640               -
Increase (decrease) in accounts payable and accrued
expenses                                                           (218,550)        135,450
                                                              --------------  --------------
Net cash used in operating activities                              (967,090)       (641,388)
Cash used for investing activities:
Payments for investment-net                                        (609,000)              -
                                                              --------------  --------------
Cash used for investing activities                                 (609,000)              -
Cash flows from financing activities:
Proceeds from sale of common stock, net                           1,481,362         816,421
Payment for note payable - related party                                  -         (31,800)
Payments for advances - related parties                                   -         (54,117)
                                                              --------------  --------------
Net cash provided by financing activities                         1,481,362         730,504
Net increase (decrease) in cash                                     (94,728)         89,116
Cash, beginning of year                                              94,728           5,612
                                                              --------------  --------------
Cash, end of year                                             $           -   $      94,728
                                                              ==============  ==============
Cash paid for income taxes                                    $           -   $           -
                                                              ==============  ==============
Cash paid for interest expenses                               $           -   $           -
                                                              ==============  ==============
Supplemental disclosure of non-cash transactions
Non cash investing and financing activities:
Acquisition of Majestic Refuter
-------------------------------
Assets acquired                                                           -   $      25,000
Goodwill                                                                  -   $     179,000
Common stock issued for acquisition                                       -   $     204,000
Acquisition of HMM capital holdings
-----------------------------------
Assets acquired                                                           -   $         900
Liabilities acquired                                                      -   $         550
Goodwill                                                                  -   $   1,019,650
Common stock issued for acquisition                                       -   $   1,020,000
Impairment of goodwill                                                    -   $   1,198,650
Common stock issued for services                              $      56,050   $     673,940
Compensation settled in stock                                 $   1,324,916   $     243,345
Preferred shares issued as compensation                       $   2,000,000               -
Valuation allowance against investment                        $      16,921               -
Share of loss in equity of unconsolidated affiliate           $       5,450               -
Accrued management compensation capitalized                   $     343,000               -
</TABLE>

          (See accompanying notes to consolidated financial statements)


                                      F-7
<PAGE>
                          GREEN MOUNTAIN CAPITAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            JANUARY 31, 2005 AND 2004

NOTE A - SUMMARY OF ACCOUNTING POLICIES

A  summary  of the significant accounting policies applied in the preparation of
the accompanying financial statements follows. These accounting policies conform
to  accounting principles generally accepted in the United States of America and
have  been  consistently applied in the preparation of the financial statements.

BUSINESS AND BASIS OF PREPARATION

Green  Mountain Capital, Inc. (formerly ARS Networks, Incorporated) ("Company"),
was formed on May 4, 1998 under the laws of the state of New Hampshire to design
and  develop  advanced  railway  communications  and  data  management  systems.

In February 2003, the Board of Directors recommended and shareholders approved a
reverse  split  of  the  Company's  common  stock  at  the ratio pf one (1) post
consolidation  share  for  each fifty (50) pre consolidation shares held by each
shareholder.  The  reverse  split  was  effective  on  March  26,  2003.

In  February  2004,  the Company established a wholly owned subsidiary under the
laws  of  the  State of Vermont for the sales and services of new and used motor
vehicles  and  to carryout any other lawful business and nominated two employees
of  the Company as directors of the subsidiary. In February 2004, Vermont Motors
Inc.,  (VMC)  the  wholly  owned  subsidiary  of  the Company, together with the
Company's  Chief  Executive  Officer,  formed  a  Limited  Liability  Company
incorporated  in  the  State  of  Vermont.  The agreement provides for a capital
contribution  of  $1,000,000  by VMC in exchange for forty percent interest at a
price  of $25,000 for each percentage interest in the Limited Liability Company.
In  the  event  that  VMC  fails  to make the required capital contribution, the
percentage  interest  of VMC shall be reduced by the result obtained by dividing
the  amount  so  failed to be contributed by 25,000. To date VMC has contributed
$609,000  towards  the  capitalization  of  the  Limited  Liability Company. The
Company's  Chief  Executive  Officer  has  contributed  capital  in  the form of
services  and  shall  not  be  required  to  make  any  capital  contributions.

In March 2004, the Company amended its articles of incorporation to increase the
common  stock  it  is  authorized  to  issue  from 500,000,000 shares, par value
$0.0001  to  2,000,000,000  shares,  par  value  $0.0001  per  share.

In  June  2004, the Board of Directors approved a reverse split of the Company's
common  stock  at  the  ratio of one (1) post consolidation share for each fifty
(50)  pre consolidation shares held by each shareholder.  The Board of Directors
was  granted  the  authority to do so at the Company's Annual Meeting held March
23,  2004.  The  reverse  split  was  effective  on  June  21,  2004.

In  August 2004, the consenting shareholders of the Company approved resolutions
to  change the company's name to Green Mountain Capital Inc. (GMCI), to increase
the  number  of  authorized  common  shares  to  10,000,000,000  shares and also
approved  a  reverse split of the Company's common stock at the ratio of one (1)
post  consolidation share for each one thousand (1,000) pre consolidation shares
held  by each shareholder. The resolutions were effective September 24, 2004. As
a  result,  the  Company's  stock  symbol  changed  to  GMCI.  Accordingly,  all
historical  weighted  average  share and per share amounts have been restated to
reflect  the  reverse  stock  split.

Liquidity
---------

As  shown  in  the accompanying financial statements, the Company incurred a net
loss of $4,157,517 and $2,942,383 from operations during the years ended January
31,  2005  and 2004, respectively.  The Company's current liabilities exceed its
current  assets  by  $198,890  and  $660,072  at  January  31,  2005  and  2004,
respectively.

Stock Based Compensation
------------------------

In  December  2002,  the  FASB  issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure-an amendment of SFAS 123." This statement
amends  SFAS  No.  123,  "Accounting  for  Stock-Based Compensation," to provide
alternative  methods  of  transition  for  a  voluntary change to the fair value


<PAGE>
based  method  of accounting for stock-based employee compensation. In addition,
this  statement  amends  the  disclosure requirements of SFAS No. 123 to require
prominent  disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the effect of the
method  used  on reported results. The Company has chosen to continue to account
for  stock-based compensation using the intrinsic value method prescribed in APB
Opinion  No.  25  and related interpretations. Accordingly, compensation expense
for stock options is measured as the excess, if any, of the fair market value of
the  Company's  stock  at  the  date of the grant over the exercise price of the
related option. The Company has adopted the annual disclosure provisions of SFAS
No.  148  in  its  financial  reports  for  the  year  ended  January  31, 2005.

Had  compensation costs for the Company's stock options been determined based on
the  fair  value  at  the grant dates for the awards, the Company's net loss and
losses  per  share  would  have  been  as  follows:

<TABLE>
<CAPTION>
                                                                          2005          2004
                                                                      ------------  ------------
<S>                                                                   <C>           <C>
Net loss, as reported                                                 $(4,157,517)  $(2,942,383)
Add: Total stock based employee compensation expense as reported
under intrinsic value method (APB. No. 25)                                      -             -
Deduct: Total stock based employee compensation expense as reported
under fair value based method (SFAS No. 123)                                    -             -
Net loss - Pro Forma                                                  $(4,157,517)  $(2,942,383)
                                                                      ============  ============
Basic (and assuming dilution) loss per share - as reported            $     (0.07)  $ (2,603.88)

Basic (and assuming dilution) loss per share - Pro forma              $     (0.07)  $ (2,603.88)
</TABLE>


Cash and cash equivalents
-------------------------

For  purposes  of  reporting cash flows, the Company considers all highly liquid
instruments  purchased  with  and initial maturity of three months or less to be
cash  equivalents.  The  Company  maintains, at financial institutions, cash and
cash  equivalents,  which,  at  times  exceed  federally  insured  amounts.

Long-Lived Assets
-----------------

The  Company  has  adopted  Statement  of Financial Accounting Standards No. 144
(SFAS  144).  The  Statement  requires  that  long-lived  assets  and  certain
identifiable intangibles held and used by the Company be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an  asset  may not be recoverable. Events relating to recoverability may include
significant  unfavorable  changes in business conditions, recurring losses, or a
forecasted  inability  to  achieve break-even operating results over an extended
period. The Company evaluates the recoverability of long-lived assets based upon
forecasted undiscounted cash flows. Should impairment in value be indicated, the
carrying  value  of  intangible  assets  will be adjusted, based on estimates of
future  discounted cash flows resulting from the use and ultimate disposition of
the  asset.  SFAS  No. 144 also requires assets to be disposed of be reported at
the  lower of the carrying amount or the fair value less costs to sell.

Revenue Recognition
-------------------

Revenues  are  recognized in the period that services are provided.  For revenue
from  product  sales,  the  Company  recognizes revenue in accordance with Staff
Accounting  Bulletin  No.  104, REVENUE RECOGNITION ("SAB104"), which superceded
Staff  Accounting  Bulletin No. 101, REVENUE RECOGNITION IN FINANCIAL STATEMENTS
("SAB101"). SAB 101 requires that four basic criteria must be met before revenue
can  be  recognized:  (1)  persuasive  evidence  of  an  arrangement exists; (2)
delivery  has occurred; (3) the selling price is fixed and determinable; and (4)
collectibility  is reasonably assured. Determination of criteria (3) and (4) are
based on management's judgments regarding the fixed nature of the selling prices
of  the  products  delivered and the collectibility of those amounts. Provisions
for  discounts  and  rebates to customers, estimated returns and allowances, and
other  adjustments  are  provided  for  in the same period the related sales are
recorded.  The  Company  defers  any  revenue for which the product has not been
delivered  or for which services have not been rendered or are subject to refund
until  such  time  that  the


<PAGE>
Company  and  the customer jointly determine that the product has been delivered
or  services  have  been  rendered  or  no  refund  will  be  required.


SAB  104  incorporates  Emerging  Issues  Task  Force  00-21  ("EITF  00-21"),
MULTIPLE-DELIVERABLE  REVENUE  ARRANGEMENTS. EITF 00-21 addresses accounting for
arrangements  that may involve the delivery or performance of multiple products,
services  and/or  rights to use assets. The effect of implementing EITF 00-21 on
the  Company's consolidated financial position and results of operations was not
significant.

Revenue from the sale of products is recorded at the time the goods are shipped.
Revenue  under  license  agreements is recorded when payment for services is due
under  such  contract.

Debt  and  Equity  Securities
-----------------------------

The  Company  follows  the  provisions  of  Statement  of  Financial  Accounting
Standards  No.  115,  "Accounting  for  Certain  Investments  in Debt and Equity
Securities". The Company classifies debt and equity securities into one of three
categories:  held-to-maturity,  available-for-sale,  or trading.  These security
classifications  may  be modified after acquisition only under certain specified
conditions.  Securities  may  be  classified  as  held-to-maturity  only  if the
Company  has  the positive intent and ability to hold them to maturity.  Trading
securities  are  defined as those bought and held principally for the purpose of
selling  them  in  the  near  term.  All  other securities must be classified as
available-for-sale.  Held-to-maturity  securities are measured at amortized cost
in the consolidated balance sheets.  Unrealized holding gains and losses are not
included  in  earnings  or  in a separate component of capital.  They are merely
disclosed  in  the  notes  to  the  consolidated  financial  statements.
Available-for-sale  securities  are  carried  at  fair value on the consolidated
balance  sheets.  Unrealized  holding  gains  and  losses  are  not  included in
earnings,  but  are  reported  as a net amount (less expected tax) in a separate
component  of  capital  until  realized.  Trading securities are carried at fair
value  on  the consolidated balance sheets.  Unrealized holding gains and losses
for  trading  securities are included in earnings. Declines in the fair value of
held-to-maturity  and  available-for-sale  securities  below their cost that are
deemed  to be other than temporary are reflected in earnings as realized losses.

Foreign Currency Translation
----------------------------

The  Company  translates the foreign currency financial statements in accordance
with  the  requirements  of  Statement of Financial Accounting Standards No. 52,
"Foreign  Currency  Translation."  Assets  and  liabilities  are  translated  at
current  exchange  rates  in  effect  during  the  period.

Resulting  translation adjustments, if any, are recorded as a separate component
in  stockholder's  equity.  Foreign  currency  transaction  gains and losses are
included  in  the  statement  of  operations.

Advertising
-----------

The  Company follows the policy of charging the costs of advertising to expenses
incurred.  The Company incurred no advertising costs for the years ended January
31,  2005  and  2004.

Income Taxes
------------

The  Company has implemented the provisions on Statement of Financial Accounting
Standards  No. 109, "Accounting for Income Taxes" (SFAS 109).  SFAS 109 requires
that  income tax accounts be computed using the liability method. Deferred taxes
are  determined  based  upon  the  estimated  future  tax effects of differences
between  the  financial  reporting  and  tax  reporting  bases  of  assets  and
liabilities  given  the  provisions  of  currently  enacted  tax  laws.

Net Loss per Common Share
-------------------------

The  Company computes earnings per share under Financial Accounting Standard No.
128,  "Earnings  per Share" (SFAS 128). Net loss per common share is computed by
dividing  net  loss by the weighted average number of shares of common stock and
dilutive  common  stock equivalents outstanding during the year. Dilutive common
stock  equivalents  consist  of  shares  issuable upon conversion of convertible
preferred  shares  and  the exercise of the Company's stock options and warrants
(calculated using the treasury stock method). During the years ended January 31,
2005  and  2004,  common  stock  equivalents  are  not  considered  in  the


<PAGE>
calculation  of the weighted average number of common shares outstanding because
they  would  be anti-dilutive, thereby decreasing the net loss per common share.

Use of Estimates
----------------

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  certain  reported  amounts and disclosures.  Accordingly, actual results
could  differ  from  those  estimates.

Concentrations of Credit Risk
-----------------------------

Financial  instruments  and related items, which potentially subject the Company
to  concentrations  of  credit risk, consist primarily of cash, cash equivalents
and  related  party receivables.  The Company places its cash and temporary cash
investments with credit quality institutions.  At times, such investments may be
in  excess  of  the  FDIC  insurance  limit.

Comprehensive Income
--------------------

Statement  of  Financial  Accounting  Standards No. 130 ("SFAS 130"), "Reporting
Comprehensive  Income,"  establishes  standards  for reporting and displaying of
comprehensive  income,  its  components and accumulated balances.  Comprehensive
income  is  defined to include all changes in equity except those resulting from
investments  by  owners  and  distributions to owners.  Among other disclosures,
SFAS  130  requires  that  all  items  that  are required to be recognized under
current  accounting  standards as components of comprehensive income be reported
in  a  financial  statement  that is displayed with the same prominence as other
financial  statements.  The  Company  does  not  have any items of comprehensive
income  in  any  of  the  periods  presented.

Segment  Information
--------------------

Statement of Financial Accounting Standards No. 131, "Disclosures about Segments
of an Enterprise and Related Information" ("SFAS 131") establishes standards for
reporting  information  regarding  operating  segments  in  annual  financial
statements  and requires selected information for those segments to be presented
in  interim financial reports issued to stockholders.  SFAS 131 also establishes
standards  for  related  disclosures  about products and services and geographic
areas.  Operating  segments  are identified as components of an enterprise about
which separate discrete financial information is available for evaluation by the
chief  operating  decision  maker, or decision-making group, in making decisions
how  to  allocate  resources  and assess performance.  The information disclosed
herein  materially  represents  all  of the financial information related to the
Company's  principal  operating  segments.

Reclassifications
-----------------

Certain reclassifications have been made in prior year's financial statements to
conform  to  classifications  used  in  the  current  year.

EFFECT  OF  RECENT  ACCOUNTING  PRONOUNCEMENTS

In November 2004, the Financial  Accounting  Standards  Board (FASB) issued SFAS
151,  Inventory  Costs--  an amendment of ARB No. 43,  Chapter 4. This Statement
amends the guidance in ARB No. 43,  Chapter 4,  "Inventory  Pricing," to clarify
the accounting for abnormal amounts of idle facility expense,  freight, handling
costs,  and  wasted  material  (spoilage).  Paragraph  5 of ARB 43,  Chapter  4,
previously  stated  that  "under  some  circumstances,  items  such  as  idle
facility expense,  excessive spoilage,  double freight, and rehandling costs may
be  so  abnormal  as  to  require  treatment  as  current period  charges" This
Statement  requires  that  those  items  be recognized as current-period charges
regardless  of  whether they meet the criterion of "so  abnormal."  In addition,
this Statement  requires that  allocation of fixed  production  overheads to the
costs  of  conversion  be  based  on  the  normal  capacity  of  the  production
facilities.  This  Statement is effective for inventory  costs  incurred  during
fiscal  years  beginning  after  June  15,  2005.  The Company does not yet have
any  inventory.

In  December  2004,  the FASB issued SFAS  No.152,  "Accounting  for Real Estate
Time-Sharing  Transactions--an  amendment  of  FASB  Statements  No.  66 and 67"
("SFAS  152)  The  amendments  made by Statement 152 This Statement  amends FASB
Statement  No.  66,  Accounting  for  Sales  of  Real  Estate,  to


<PAGE>
reference  the  financial  accounting  and  reporting  guidance  for real estate
time-sharing  transactions  that  is  provided  in AICPA  Statement  of Position
(SOP)  04-2,  Accounting  for  Real  Estate  Time-Sharing  Transactions.  This
Statement  also  amends  FASB Statement No.67,  Accounting for Costs and Initial
Rental  Operations  of  Real Estate Projects, to state that the guidance for (a)
incidental  operations  and  (b)  costs incurred to sell  real  estate  projects
does  not  apply  to  real  estate  time-sharingtransactions.  The  accounting
for  those  operations  and  costs is subject to the guidance in SOP 04-2.  This
Statement  is  effective  for  financial  statements  for fiscal years beginning
after  June  15, 2005. with earlier application encouraged. The Company does not
anticipate  that  the  implementation  of  this  standard  will  have a material
impact  on  its  financial  position,  results  of  operations  or  cash  flows.

On  December  16,  2004,  the  Financial  Accounting  Standards  Board  ("FASB")
published  Statement of Financial  Accounting  Standards No. 123 (Revised 2004),
Share-Based  Payment  ("SFAS 123R").  SFAS 123R requires that compensation  cost
related to  share-based  payment  transactions  be  recognized  in the financial
statements.  Share-based  payment  transactions  within  the  scope of SFAS 123R
include  stock  options,  restricted  stock  plans,  performance-based  equity
awards,  stock  appreciation  rights,  and  employee  share  purchase plans. The
provisions  of  SFAS  123R are  effective  as of the first  interim  period that
begins  after  December  15,  2005.  Accordingly, the Company will implement the
revised  standard  in  the  third  quarter  of  fiscal year 2005. Currently, the
Company  accounts  for its share-based payment transactions under the provisions
of  APB  25,  which does not necessarily require the recognition of compensation
cost  in  the  financial statements. Management is assessing the implications of
this  revised  standard,  which  may  materially impact the Company's results of
operations  in  the  third  quarter  of  fiscal  year  2005  and  thereafter.

On December 16, 2004, FASB issued  Statement of Financial  Accounting  Standards
No. 153,  Exchanges of Nonmonetary  Assets,  an amendment of APB Opinion No. 29,
Accounting for Nonmonetary Transactions (" SFAS 153"). This statement amends APB
Opinion 29 to  eliminate  the  exception  for  nonmonetary  exchanges of similar
productive  assets and  replaces it with a general  exception  for  exchanges of
nonmonetary assets that do not have commercial  substance.  Under SFAS 153, if a
nonmonetary  exchange of similar productive assets meets a  commercial-substance
criterion and fair value is determinable,  the transaction must be accounted for
at fair  value  resulting  in  recognition  of any  gain or  loss.  SFAS  153 is
effective for  nonmonetary  transactions in fiscal periods that begin after June
15,  2005.  The Company  does not  anticipate  that the  implementation  of this
standard  will have a  material  impact on its  financial  position,  results of
operations  or  cash  flows.


NOTE B - ACQUISITIONS AND INVESTMENT

On  April  22, 2003, ARS Products Inc., a wholly owned subsidiary of the Company
merged  with  Majestic  Refilter Ltd. The stockholders of Majestic Refilter Ltd.
received 2 million shares of common stock of the Company  par value $ 0.0001 per
share  in  exchange  of  their  common stock par value of $0.001 per share. This
stock  has  a  value  of  $204,000  at the time of the transaction. Through this
merger, the Company acquired the patent for a diesel emissions filters developed
by  Majestic  Refilter.  The  product  requires  additional  development  by the
Company. Majestic Refilter was non-operational at the time of the acquisition.

On  April  25, 2003, ARS Products Inc., a wholly owned subsidiary of the Company
merged with HMM Capital Holdings Inc., a Nevada Corporation. The stockholders of
HMM  Capital  Holdings  Inc. received 10 million shares of common stock of Green
Mountain Capital  par value $ 0.0001 per share in exchange of their common stock
par  value of $0.001 per share. This stock has a value of $1,020,000 at the time
of  the  transaction. Through this merger, the Company acquired the distribution
rights  for a patented retrofit fire retardant door kit that meets new fire door
regulations  in  North  America. The Company has also entered into marketing and
distribution agreements with a third party that will result in a royalty payment
to  the Company for each door sold by the licensee. HMM had no operating history
at  the  time  of  acquisition.

The following is the summary of acquisition related transactions:

<TABLE>
<CAPTION>
                     Majestic      HMM        Total
                     ---------  ----------  ----------
<S>                  <C>        <C>         <C>
Assets               $  25,000  $      900  $   25,900
Liabilities                  -         550         550
Net                     25,000         350      25,350
Consideration paid   $ 204,000  $1,020,000  $1,224,000
Goodwill recognized  $ 179,000  $1,019,650  $1,198,650
Goodwill impaired    $ 179,000  $1,019,650  $1,198,650
</TABLE>


<PAGE>
In  February  2004,  the Company established a wholly owned subsidiary under the
laws  of  the  State of Vermont for the sales and services of new and used motor
vehicles  and  to carryout any other lawful business and nominated two employees
of  the Company as directors of the subsidiary. In February 2004, Vermont Motors
Inc.,  (VMC)  the  wholly  owned  subsidiary  of  the Company, together with the
Company's  Chief  Executive  Officer,  formed  a  Limited  Liability  Company
incorporated  in  the  State  of  Vermont.  The agreement provides for a capital
contribution  of  $1,000,000  by VMC in exchange for forty percent interest at a
price  of $25,000 for each percentage interest in the Limited Liability Company.
In  the  event  that  VMC  fails  to make the required capital contribution, the
percentage  interest  of VMC shall be reduced by the result obtained by dividing
the  amount  so  failed to be contributed by 25,000. To date VMC has contributed
$609,000  towards  the  capitalization  of  the  Limited  Liability Company. The
Company's  Chief  Executive  Officer  has  contributed  capital  in  the form of
services  and  shall  not be required to make any capital contributions. For the
year  ended  January  31, 2005, the Company has recorded 24.36% as equity in the
results of operations of LLC. The transactions relating to the investment in LLC
were  as  follows:

As  of  January 31, 2005, the summarized un-audited balance sheet of the Limited
Liability  Company  was  as  follows:

<TABLE>
<CAPTION>
                   As of January 31,
                    2005      2004
                  --------  --------
<S>               <C>       <C>
Cash              $586,629  $      -
Liabilities              -         -
Members' capital  $586,629  $      -
                  ========  ========
</TABLE>


For  the  year  ended  January  31, 2005, the summarized un-audited statement of
(loss)  of  the  Limited  Liability  Company  was  as  follows:

<TABLE>
<CAPTION>
           For the Year Ended
              January 31,
            2005       2004
          ---------  --------
<S>       <C>        <C>
Revenue   $      -   $      -
Expenses    22,371          -
Net loss  $(22,371)  $      -
          =========  ========
</TABLE>

For  the  year  ended  January  31,  2005,  the  Company  has recorded following
transactions  with  respect  to  investment  in  Limited  Liability  Company:

<TABLE>
<CAPTION>
                      For the Year Ended
                         January 31,
                        2005      2004
                      --------  --------
<S>                   <C>       <C>
Share of loss in LLC  $  5,450  $      -
Valuation allowance   $ 16,921  $      -
</TABLE>

NOTE C - GOODWILL AND OTHER INTANGIBLE ASSETS - ADOPTION OF SFAS 142

In  July  2001,  the  Financial  Accounting  Standards Board issued Statement of
Financial  Accounting Standards No. 141 "Business Combinations" ("SFAS 141") and
Statement  of  Financial  Accounting  Standards  No.  142  "Goodwill  and  Other
Intangible  Assets"  ("SFAS 142"). SFAS 142 addresses how intangible assets that
are  acquired  individually  or with a group of other assets should be accounted
for  in  financial  statements  upon  their acquisition. This statement requires
goodwill  amortization to cease and for goodwill to be periodically reviewed for
impairment  for  fiscal  years  beginning  after December 31, 2001. SFAS No. 142
supercedes  APB Opinion No. 17, "Intangible Assets." The Company has adopted the
provisions  of  this  standard  as  of  February  1,  2002.

The  Company  has  adopted  Statement  of Financial Accounting Standards No. 142
"Goodwill  and Other Intangible Assets" (SFAS No. 142) effective August 1, 2002.
SFAS  No.  142  addresses  how  intangible  assets


<PAGE>
that  are  acquired  individually  or  with  a  group  of other assets should be
accounted  for  in  financial  statements upon their acquisition. This statement
requires  goodwill  amortization  to  cease  and for goodwill to be periodically
reviewed  for  impairment.

Under  SFAS  No.  142,  goodwill  impairment  occurs  if the net book value of a
reporting  unit  exceeds  its estimated fair value. The Company's goodwill asset
was  with  regard  to  the  acquisitions  of  Majestic  Refilter and HMM Capital
Holdings  Inc.  of  $179,000 and $1,019,650, respectively. The test completed in
the second quarter ended on July 31, 2003 indicated that the recorded book value
of  reporting  unit  exceeded  its  fair value, as determined by discounted cash
flows.  The  decrease  in  fair  value  is  a  result  of:

     -    Significant operating losses during the past six months

     -    Unanticipated decline in revenues and profitability

     -    Loss of key personnel

As  a result of these events and circumstances, Company management believes that
more  likely  than  not the fair value of the reporting unit's goodwill has been
reduced  below  its  carrying  value.  As  a  result,  management  performed  an
evaluation  of  the reporting unit's tangible and intangible assets for purposes
of  determining  the  implied  fair  value  of  goodwill  at July 31, 2003. Upon
completion  of  the assessment, management recorded a non-cash impairment charge
of  $(1,198,650), net of tax, or $(0.02) per share during the quarter ended July
31, 2003, to reduce the carrying value of goodwill in this reporting unit to its
estimated  value  of  $  0.

Considerable  management  judgment  is  necessary  to  estimate  fair  value.
Accordingly,  actual  results  could  vary  significantly  from  managements'
estimates.

NOTE  D  -  CAPITAL  STOCK

The  Company  is  authorized to issue 10,000,000,000 shares of common stock with
$0.0001  par value per share. As of January 31, 2005, the Company has issued and
outstanding  600,754,942 shares of common stock. Also, the Company is authorized
to  issue  20,000,000  shares of preferred stock series A with $0.0001 par value
per  share.  As  of  January  31,  2005  and  2004,  the  Company has issued and
outstanding  2,500,000  shares  of  preferred  stock  series  A.  The Company is
authorized  to  issue  5,000,000 shares of preferred stock series B with $0.0001
par value per share. As of January 31, 2005 and 2004, the Company has issued and
outstanding  1,000,000  and  0  shares  of  preferred  stock  series  B.

In March 2004, the Company amended its articles of incorporation to increase the
common  stock  it  is  authorized  to  issue  from 500,000,000 shares, par value
$0.0001  to  2,000,000,000  shares, par value $0.0001 per share. In August 2004,
the  consenting shareholders of the Company approved resolutions to increase the
number  of authorized common shares to 10,000,000,000 shares and also approved a
reverse  split  of  the  Company's  common  stock  at  the ratio of one (1) post
consolidation  share for each one thousand (1,000) pre consolidation shares held
by  each  shareholder.  The  resolutions  were effective September 24, 2004. All
numbers,  in the financial statements and notes to the financial statements have
been adjusted to reflect the stock split for all periods presented.

Common  Stock
-------------

On  April  22,  2003,  the  Company  issued  40  shares  of  common stock to the
stockholders  of  Majestic  Refilter  Ltd  in exchange of their common stock for
$204,000.

On  April 25, 2003, in connection with the merger with HMM Capital Holdings, the
Company  issued  200  shares  of common stock to the stockholders of HMM Capital
Holdings.  The  stock  had a value of $1,020,000 at the time of the transaction.

During  the  year ended January 31, 2004, the Company issued an aggregate of 531
shares  of  common stock in exchange for services provided to the Company valued
at  $673,940.  The  Company  valued  the  shares  based


<PAGE>
upon  the market value of the Company's stock at the date of issuance, which did
not  differ  materially  from  the  value  of  the  services  rendered.
During  the  year  ended January 31, 2004, the Company issued 6 shares of common
stock  for  officers  compensation  valued  at  $30,000.

During the year ended January 31, 2004, the Company issued an aggregate of 3,630
shares  of common stock under the Company's Employee Stock Incentive Plan valued
at  $1,050,930 in exchange for $816,421 of cash and a subscription receivable of
$17,534.  The  Company  recorded  compensation expenses of $213,345 for the year
ended  January  31,  2004.

During  the  year  ended  January  31,  2005, the Company issued an aggregate of
7,028,850 shares of common stock at $0.008 per share to consultants for services
valued at $55,950. The Company valued the shares at the fair value which did not
materially  differ  from  the  value  of  the  shares  provided  to the Company.

In  December  2004, the Company transferred accrued management compensation from
past  period  totaling  to  $343,000  to  additional  paid  in  capital.

During the twelve months ended January 31, 2005, the Company issued an aggregate
of  593,721,500  shares  of  Common  Stock to the employees under Employee Stock
Compensation  Plan in exchange for $1,481,362 of cash and $7,556 of subscription
receivable.  The  Company  has  recorded  $1,324,916  as  employee  compensation
expenses  for  the  twelve  months ended January 31, 2005 towards the difference
between  the  market  value of the stock on the dates of issuance and the amount
actually  received  by  the  Company.

Preferred Stock Series A
------------------------

In  July  2003,  the  Board  of  Directors  authorized the issuance of 2,500,000
preferred  shares  at  $0.0001 per share to three officers of the Company. These
preferred  shares  will  have  cumulative  voting  rights of 200:1 versus common
shares.  These  shares  were  issued  in  January  2004 to three officers of the
Company  in  exchange  for  the  return  of  14 common shares previously issued.

Preferred Stock Series B
------------------------

In  September  2004, the Board of Directors authorized the issuance of 1,000,000
preferred  shares  Series B at $0.0001 per share to the President of the Company
for past services. These preferred shares have cumulative voting rights of 200:1
as  well  as  conversion  privileges  at the rate of 200:1 versus common shares.

NOTE E - RELATED PARTY TRANSACTIONS

In  June  30,  2003,  The  Company issued 300,000 restricted shares at $0.10 per
share  to  the  new  members  of  the  Board of Directors under board contracts.

In  July  2003,  the  Board  of  Directors  authorized the issuance of 2,500,000
preferred  shares  at  $0.0001 per share to three officers of the Company. These
preferred  shares  will  have  cumulative  voting  rights of 200:1 versus common
shares.  These  shares  were  issued  in  January  2004 to three officers of the
Company  in  exchange  for  the  return  of  14 common shares previously issued.

The Company had a license agreement with a company owned by a stockholder of the
Company.  This  agreement was terminated during the past fiscal year. During the
year  ended  January  31,  2005  and  2004,  the  Company paid royalty of $0 and
$50,000, respectively. Also, as of January 31, 2005 and 2004, $0 and $50,000 has
been  accrued  towards  minimum  royalty  expenses.

In  February  2004,  the Company established a wholly owned subsidiary under the
laws  of  the  State of Vermont for the sales and services of new and used motor
vehicles  and  to carryout any other lawful business and nominated two employees
of  the Company as directors of the subsidiary. In February 2004, Vermont Motors
Inc.,  (VMC)  the  wholly  owned  subsidiary  of  the Company, together with the
Company's  Chief  Executive  Officer,  formed  a  Limited  Liability  Company
incorporated  in  the  State  of  Vermont.  The agreement provides for a capital
contribution  of  $1,000,000  by VMC in exchange for forty percent interest at a
price  of $25,000 for each percentage interest in the Limited Liability Company.
In  the  event  that  VMC  fails  to make the required capital contribution, the
percentage  interest  of VMC shall be reduced by the result obtained by dividing
the  amount so failed to be contributed by 25,000. To date VMC has contributed a
net  amount  of  $609,000  towards  the  capitalization of the Limited Liability
Company.  The  Company's  Chief Executive Officer has contributed capital in the
form  of  services  and shall not be required to make any capital contributions.

On  April 1, 2004 the Company entered into a management agreement with Ameri-can
Equipment  Sales  and  Leasing.  Under  the terms of the agreement, Mr. Harland,
president  of  Ameri-can  Equipment  Sales  and Leasing, will provide employment
services  as the Company's president and chief executive officer.  The agreement
has  a  five  year term expiring April 1, 2008 and pays Mr. Harland $210,000 per
year,  subject  to  an  annual review by our board of directors.  Mr. Harland is
also  entitled  to a bonus of up to 50 percent of his base compensation based on
annual  performance criteria established annually by the board of directors.  In
addition, Mr. Harland will receive a monthly automobile allowance of $1,000.  We
can  terminate  this  agreement  at  any  time upon the payment of two times Mr.
Harland's  then-existing  compensation,  plus  $1,000,000. During the year ended
January  31,  2005,  the Company paid and accrued $207,750 as per this contract.

In  September  2004, the Board of Directors authorized the issuance of 1,000,000
preferred  shares  Series B at $0.0001 per share to the President of the Company
for past services. These preferred shares have cumulative voting rights of 200:1
as  well  as  conversion  privileges  at the rate of 200:1 versus common shares.


<PAGE>
In  January 2005, the Company terminated the contracts for the CFO and Corporate
Secretary.  Under the terms of these management contracts, each is entitled to 3
months  notice  or cash in lieu thereof. Accordingly, the company has recorded a
liability  for  unpaid  management  fees  aggregating  $48,600.

NOTE F - INCOME TAXES

The  Company  has adopted Financial Accounting Standards No. 109, which requires
the  recognition  of deferred tax liabilities and assets for the expected future
tax consequences of events that have been included in the financial statement or
tax  returns.

Under  this  method, deferred tax liabilities and assets are determined based on
the  difference  between  financial  statements  and  tax  bases  of  assets and
liabilities  using  enacted  tax  rates  in  effect  for  the  year in which the
differences  are  expected  to  reverse.  Temporary  differences between taxable
income  reported  for  financial  reporting purposes and income tax purposes are
insignificant.  At  January  31,  2005,  the  Company  has available for federal
income  tax  purposes  a  net  operating  loss  carry  forward  of approximately
$12,600,000 expiring in the year 2020, that may be used to offset future taxable
income.  Due  to  significant  changes in the Company's ownership, the Company's
future  use  of  its  existing  net  operating  losses  may  be  limited.

Components of deferred tax assets as of January 31, 2005 are as follows:

<TABLE>
<CAPTION>
Non current:
<S>                               <C>
Net operating loss carry forward  $ 4,410,000
Valuation allowance                (4,410,000)
                                  ------------
Net deferred tax asset            $         -
                                  ============
</TABLE>

The  realization  of  this  net  operating loss carry forwards is dependent upon
generating taxable income prior to the related year of expiration. The amount of
carry forward that may be utilized in any future tax year may also be subject to
certain  limitations,  including  limitations as a result of certain stockholder
ownership  changes  in  which  may  be  beyond  the  control  of  the  Company.

NOTE G - NON QUALIFIED STOCK COMPENSATION PLAN

In  May  2002,  the  Board of Directors authorized the 2002 Non- Qualified Stock
Compensation  Plan  which  reserves  5,000,000  shares for employees, directors,
officers,  consultants,  advisors  and other persons associated with the Company
and  is intended to advance the best interests of the Company by providing those
persons who have a substantial responsibility for its management and growth with
additional  incentive by increasing their proprietary interest in the success of
the  Company.  In  December  2002,  the Board of Directors modified the plan and
increased  the  number  of  shares  reserved  under  the  plan  to  100,000,000.

In  June 2003, the company authorized the Employee Stock Incentive Plan ("ESIP")
for  2003  as  well  as the Non-Employee Director and Consultant's Retainer Plan
("NDCRP")  for  2003.  The  purpose of the ESIP is to provide stock incentive to
employees  of  the  company.  Under  the  ESIP  plan,  employees are entitled to
purchase shares for no less than 85% of the market price of the company's common
stock.  Shares  issued  under  the  plan  are approved by the company's Board of
Directors.

The  purpose  of  the NDCRP is to attract non-employee directors and consultants
who  capable  of  improving  the  success  of  the Company by providing a direct
economic  interest  to  Company  performance.  Under the terms of this plan, non
employee  directors  or  consultants  may be compensated through the issuance of
Company  stock at a deemed value of $0.10 per share. The plan is administered by
the  Company's  Board  of  Directors.

The initial plan was filed in June 2003 with shares available under the ESIP and
NDCRP  of 18 million and 2 million shares respectively. These plans were amended
August  1,  2003  to provide for an additional 50 million and 10 million shares,
respectively  and  was  further  amended  October  20,  2003  to  provide for an
additional  185  million  and  15  million  shares  respectively.

In  January  2004,  the  company  authorized  the  Employee Stock Incentive Plan
("ESIP")  NO. 1 for 2004 and the Non-Employee Director and Consultant's Retainer
Plan  ("NDCRP")  No.  1  for  2004.  The purpose of the ESIP is to provide stock
incentive  to  employees  of  the  company.  Under  the ESIP plan, employees are
entitled  to  purchase  shares  for  no less than 85% of the market price of the
company's  common  stock.  Shares  issued  under  the  plan  are approved by the
company's  Board  of  Directors.


<PAGE>
In  January  2004,  the  company  authorized  the  Employee Stock Incentive Plan
("ESIP")  NO. 1 for 2004 and the Non-Employee Director and Consultant's Retainer
Plan  ("NDCRP")  No.  1  for  2004.  In  March  2004, the company authorized the
Employee  Stock  Incentive  Plan  ("ESIP")  NO.  2 for 2004 and the Non-Employee
Director  and Consultant's Retainer Plan ("NDCRP") No. 2 for 2004. In June 2004,
the company authorized the Employee Stock Incentive Plan ("ESIP") NO. 3 for 2004
and the Non-Employee Director and Consultant's Retainer Plan ("NDCRP") No. 3 for
2004.  In  September  2004,  the company authorized the Employee Stock Incentive
Plan  ("ESIP")  NO.  4  for  2004 and the Non-Employee Director and Consultant's
Retainer  Plan ("NDCRP") No. 4 for 2004. In January 2005, the company authorized
the  Employee  Stock  Incentive  Plan  ("ESIP")  NO.  1  for 2005 and amended in
February  2005.  The  purpose  of  the  ESIP  is  to  provide stock incentive to
employees  of  the  company.  Under  the  ESIP  plan,  employees are entitled to
purchase shares for no less than 85% of the market price of the company's common
stock.  Shares  issued  under  the  plan  are approved by the company's Board of
Directors.

The  purpose  of  the NDRCP is to attract non-employee directors and consultants
who  capable  of  improving  the  success  of  the Company by providing a direct
economic  interest  to  Company  performance.  Under the terms of this plan, non
employee  directors  or  consultants  may be compensated through the issuance of
Company  stock  at a deemed value of $0.0065 per share. The plan is administered
by  the  Company's  Board  of  Directors.

In  January  2005,  the  Board of Directors cancelled all previously options and
warrants  issued  to  management  and  directors.  As such, there are no options
outstanding  except  as  reported  under  the  ESIP  and  NDCRP  as noted above.

NOTE  H  -  COMMITMENTS  AND  CONTINGENCIES

Lease  Commitments
------------------

The  Company  leases office space for its corporate offices in Buffalo, New York
on  a  month to month basis. Rental expense for the years ended January 31, 2005
and  2004 was $2,050 and $730, respectively and was charged to operations in the
period  incurred.

Employment  and  Consulting  Agreements
---------------------------------------
The  Company  has  an  employment  agreement  with the Company's Chief Executive
Officer/President.  In  addition  to  salary  provisions, the agreement includes
defined commitments should the employee terminate the employment with or without
cause.

On April 1, 2004 we entered into a management agreement with Ameri-can Equipment
Sales  and  Leasing. Under the terms of the agreement, Mr. Harland, president of
Ameri-can  Equipment  Sales and Leasing, will provide employment services as our
president  and  chief  executive  officer.  The  agreement  has a five year term
expiring  April  1,  2008  and pays Mr. Harland $210,000 per year, subject to an
annual  review  by our board of directors. At January 31, 2005, minimum payments
under  the  contract  is  as  follows:

Year Ended             Amount

January 31, 2006     $210,000
            2007     $210,000
            2008     $210,000
            2009      $35,000
Total                $665,000

The  Company  has  consulting  agreements  with  outside  contractors to provide
consulting  and business development services.  The agreements are generally for
a term of 12 months from inception and renewable automatically from year to year
unless  either the Company or Consultant terminates such engagement with written
notice.

NOTE  I  -  LICENSE  AGREEMENT

In  November  2002,  the  Company  entered  into  a License Agreement with Edify
Capital  under  which  Edify  would  have  the  right to sell the GMCI Automated
Railway  Crossing in China. The agreement was for an initial term of six months,
extendable by mutual agreement under which Edify paid, and GMCI received $40,000
for  the  year  ended  January  31,  2004.

NOTE  J-  MAJOR  CUSTOMERS

The Company's one major customer approximated $40,000 or 100.0% of sales for the
year  ended January 31, 2004. There were no sales for the year ended January 31,
2005.

NOTE  K  -  GOING  CONCERN  MATTERS

The accompanying consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the satisfaction
of  liabilities  in  the normal course of business. As shown in the accompanying
financial  statements  during  the  years  ended  January 31, 2005 and 2004, the
Company  incurred  net  losses of $4,157,517 and $2,942,383, respectively. These
factors among others may indicate that the Company will be unable to continue as
a  going  concern  for  a  reasonable  period  of  time.


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NOTE L - SUBSEQUENT EVENTS

On  March  18, 2005, the Company filed Schedule 14C with the SEC and sent notice
to shareholders that the Company would merge with Green Mountain Nevada and that
the  surviving  corporation  would be Green Mountain Nevada. Mr. Harland will be
the  sole  director  and  executive  officer  of  the  Company.

In  February  2005,  the Company issued 3,000,000 preferred shares series C with
voting rights of 500:1 versus common shares to the Company's officer in exchange
for  $67,500  management  compensation  accrued  as  of  January  31,  2005.


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