UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                       For the Quarter Ended June 30, 2005

                                       or

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

                        For the transition period from to

                         Commission File Number 0-50542

                              GREEN MT. LABS., INC.
       -----------------------------------------------------------------
       (Exact name of small business issuer as specified in its charter)

            NEVADA                                             82-0497807
-------------------------------                            -------------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)

           19 East 200 South, Suite #1080, Salt Lake City, Utah 84111
                    (Address of principal executive offices)

                                 (801) 322-3401
                           (Issuer's telephone number)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter  period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X]    No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

          Class                                  Outstanding as of June 30, 2005
-----------------------------                    -------------------------------
Common Stock, $.001 par value                               1,006,000

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

<PAGE>

<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

Heading                                                                                                   Page
-------                                                                                                   ----
                         PART I - FINANCIAL INFORMATION

<S>          <C>                                                                                            <C>
Item 1.      Financial Statements.....................................................................      3

                  Balance Sheets - June 30, 2005 (unaudited) and December 31, 2004....................      4

                  Statements of Operations - six months ended June 30, 2005 and 2004 and
                    the period from inception on July 12, 1983 to June 30, 2005 (unaudited)...........      6

                  Statements of Stockholders' Equity - for the period
                    July 12, 1983 to June 30, 2005 (unaudited)........................................      7

                  Statements of Cash Flows - six months ended June 30, 2005 and 2004 and
                    the period from inception on July 12, 1983 to June 30, 2005 (unaudited)...........      9

                  Notes to Financial Statements ......................................................     11

Item 2.      Management's Discussion and Analysis or Plan of Operation................................     13

Item 3.      Controls and Procedures..................................................................     15


                          PART II. - OTHER INFORMATION

Item 1.      Legal Proceedings........................................................................     15

Item 2.      Unregistered Sales of Equity Securities and Use of Proceeds..............................     16

Item 3.      Defaults Upon Senior Securities..........................................................     16

Item 4.      Submission of Matters to a Vote of Securities Holders....................................     16

Item 5.      Other Information........................................................................     16

Item 6.      Exhibits and Reports on Form 8-K.........................................................     17

             Signatures...............................................................................     17
</TABLE>

                                      -2-
<PAGE>

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.       Financial Statements

     The accompanying  balance sheets of Green Mt. Labs.,  Inc. at June 30, 2005
and December 31, 2004,  related statements of operations,  stockholders'  equity
(deficit) and cash flows for the six months ended June 30, 2005 and 2004 and the
period July 12, 1983 (date of inception) to June 30, 2005, have been prepared by
management  in  conformity  with United  States  generally  accepted  accounting
principles.  In the opinion of management,  all adjustments considered necessary
for a fair presentation of the results of operations and financial position have
been  included  and all  such  adjustments  are of a  normal  recurring  nature.
Operating  results  for the period  ended  June 30,  2005,  are not  necessarily
indicative  of the  results  that can be  expected  for the fiscal  year  ending
December 31, 2005.





                              GREEN MT. LABS., INC.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                       June 30, 2005 and December 31, 2004



                                      -3-
<PAGE>


                              GREEN MT. LABS., INC.
                          (A Development Stage Company)
                                 Balance Sheets


                                     ASSETS
                                    --------

                                                  June 30,         December 31,
                                                   2005               2004
                                               -----------         ----------
                                                 (Unaudited)
CURRENT ASSETS

Cash                                           $      --           $     --
                                               -----------         ----------
  Total Current Assets                                --                 --
                                               -----------         ----------

  TOTAL ASSETS                                 $      --           $     --
                                               ===========         ==========












   The accompanying notes are an integral part of these financial statements.

                                      -4-
<PAGE>


                              GREEN MT. LABS., INC.
                          (A Development Stage Company)
                           Balance Sheets (Continued)


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------



                                                      June 30,      December 31,
                                                        2005           2004
                                                     -----------    -----------
                                                    (Unaudited)

CURRENT LIABILITIES

  Accounts payable                                   $    15,575    $     1,910
  Due to stockholder                                      46,184         36,979
                                                     -----------    -----------
   Total Current Liabilities                              61,759         38,889
                                                     -----------    -----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)

 Common stock at: $0.001 par value;
  50,000,000 shares authorized
  1,006,000 shares issued and outstanding                  1,006          1,006
  Additional paid-in capital                              20,586         19,556
  Deficit accumulated during the development stage       (83,351)       (59,451)
                                                     -----------    -----------
    Total Stockholders' Equity (Deficit)                 (61,759)       (38,889)
                                                     -----------    -----------
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
     (DEFICIT)                                       $      --      $      --
                                                     ===========    ===========




   The accompanying notes are an integral part of these financial statements.


                                      -5-
<PAGE>

<TABLE>
<CAPTION>

                                          GREEN MT. LABS., INC.
                                      (A Development Stage Company)
                                        Statements of Operations
                                               (Unaudited)


                                         For the                        For the               From
                                      Three Months                    Six Months           Inception on
                                         Ended                          Ended                 July 12,
                                        June 30,                       June 30,            1983 through
                               --------------------------    --------------------------      June 30,
                                   2005           2004           2005           2004          2005
                               -----------    -----------    -----------    -----------    -----------
<S>                            <C>            <C>            <C>            <C>            <C>
REVENUES                       $      --      $      --      $      --      $      --      $      --

EXPENSES

  General and administrative        17,923          3,400         22,488          8,087         79,599
                               -----------    -----------    -----------    -----------    -----------
NET LOSS FROM OPERATIONS           (17,923)        (3,400)       (22,488)        (8,087)       (79,599)

OTHER EXPENSES

  Interest expense                    (734)          (568)        (1,412)          (621)        (3,752)
                               -----------    -----------    -----------    -----------    -----------
    Total Other Expenses              (734)          (568)        (1,412)          (621)        (3,752)
                               -----------    -----------    -----------    -----------    -----------

NET LOSS                       $   (18,657)   $    (3,968)   $   (23,900)   $    (8,708)   $   (83,351)
                               ===========    ===========    ===========    ===========    ===========

BASIC NET LOSS PER SHARE       $     (0.01)   $     (0.00)   $     (0.01)   $     (0.01)
                               ===========    ===========    ===========    ===========

WEIGHTED AVERAGE NUMBER
  OF SHARES OUTSTANDING          1,006,000      1,006,000      1,006,000      1,006,000
                               ===========    ===========    ===========    ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                      -6-
<PAGE>

<TABLE>
<CAPTION>

                              GREEN MT. LABS., INC.
                          (A Development Stage Company)
                  Statements of Stockholders' Equity (Deficit)
              From Inception on July 12,1983 through June 30, 2005

                                                                                  Deficit
                                                                                Accumulated
                                                                    Additional  During the
                                                Common Stock         Paid-in    Development
                                             Shares       Amount     Capital      Stage
                                            ---------   ---------   ---------   ---------
Balance at inception on
<S>                                         <C>         <C>         <C>         <C>
July 12, 1983                                    --     $    --     $    --     $    --

Common stock issued for
mining claims                               1,000,000       1,000       6,500        --

Net loss from inception
on July 12, 1983 thru
December 31, 1997                                --          --          --        (8,710)
                                            ---------   ---------   ---------   ---------
Balance, December 31,
1997                                        1,000,000       1,000       6,500      (8,710)

Net Loss for the year ended
December 31, 1998                                --          --          --          --
                                            ---------   ---------   ---------   ---------
Balance, December 31,
1998                                        1,000,000       1,000       6,500      (8,710)


Net Loss for the year ended
December 31, 1999                                --          --          --          --
                                            ---------   ---------   ---------   ---------
Balance, December 31,
1999                                        1,000,000       1,000       6,500      (8,710)

Common stock issued for
services on September 11,
2000                                            6,000           6       6,294        --

Contributed capital                              --          --         3,099        --

Net Loss for the year ended
December 31, 2000                                --          --          --        (9,399)
                                            ---------   ---------   ---------   ---------
Balance, December 31,
2000                                        1,006,000   $   1,006   $  15,893   $ (18,109)
                                            ---------   ---------   ---------   ---------
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                      -7-
<PAGE>

<TABLE>
<CAPTION>

                              GREEN MT. LABS., INC.
                          (A Development Stage Company)
            Statements of Stockholders' Equity (Deficit) (Continued)
              From Inception on July 12, 1983 through June 30, 2005

                                                                                    Deficit
                                                                                  Accumulated
                                                                      Additional   During the
                                                Common Stock           Paid-in     Development
                                             Shares       Amount       Capital       Stage
                                           ----------   ----------   ----------    ---------
<C>                                         <C>         <C>          <C>           <C>
Balance, December 31,
2000                                        1,006,000   $    1,006   $   15,893    $ (18,109)

Contributed Capital                              --           --            993         --

Net loss for the year ended
December 31, 2001                                --           --           --         (3,236)
                                           ----------   ----------   ----------    ---------
Balance, December 31,
2001                                        1,006,000        1,006       16,886      (21,345)

Net loss for the year ended
December 31, 2002                                --           --           --         (2,789)
                                           ----------   ----------   ----------    ---------

Balance December 31,
2002                                        1,006,000        1,006       16,886      (24,134)

Services contributed to
the Company                                      --           --            610         --

Net loss for the year ended
December 31, 2003                                --           --           --        (14,444)
                                           ----------   ----------   ----------    ---------
Balance December 31,
2003                                        1,006,000        1,006       17,496      (38,578)

Services contributed to
the Company                                      --           --          2,060         --

Net loss for the year ended
December 31, 2004                                --           --           --        (20,873)
                                           ----------   ----------   ----------    ---------
Balance December 31,
2004                                        1,006,000        1,006       19,556      (59,451)

Services contributed to
the Company (Unaudited)                          --           --          1,030         --

Net loss for the six
months ended June 30,
2005 (Unaudited)                                 --           --           --        (23,900)
                                           ----------   ----------   ----------    ---------
Balance June 30,
2005 (Unaudited)                            1,006,000   $    1,006   $   20,586   $  (83,351)
                                           ==========   ==========   ==========    =========
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                      -8-
<PAGE>

<TABLE>
<CAPTION>

                              GREEN MT. LABS., INC.
                          (A Development Stage Company)
                            Statements of Cash Flows
                                   (Unaudited)
                                      From

                                                                   Inception on
                                        For the Six Months Ended   July 12, 1983
                                                June 30,              Through
                                       --------------------------    June 30,
                                           2005          2004          2005
                                       -----------    -----------   -----------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                    <C>            <C>            <C>
  Net loss                             $   (23,900)   $    (8,708)   $   (83,351)
  Adjustments to reconcile net
    loss to net cash used in
    operating activities:
  Impairment loss on                          --             --            7,500
    mining claims
  Stock issued for services                   --             --            6,300
  Contribution of capital
    by shareholders                          1,030           --            7,792
 Changes in assets and liabilities:
  Increase(decrease) in
    accounts payable                        13,665            391         15,575
  Increase in accounts
    payable-related party                    9,205          8,317         46,184
                                       -----------    -----------    -----------
  Net Cash Used in
   Operating Activities                       --             --             --
                                       -----------    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES          --             --             --
                                       -----------    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES          --             --             --
                                       -----------    -----------    -----------
NET INCREASE (DECREASE) IN CASH               --             --             --

CASH AT BEGINNING OF PERIOD                   --             --             --
                                       -----------    -----------    -----------
CASH AT END OF PERIOD                  $      --      $      --      $      --
                                       ===========    ===========    ===========

</TABLE>





   The accompanying notes are an integral part of these financial statements.


                                      -9-
<PAGE>
                              GREEN MT. LABS., INC.
                          (A Development Stage Company)
                      Statements of Cash Flows (continued)
                                   (Unaudited)

                                                                     From
                                                                 Inception on
                                       For the Six Months Ended  July 12, 1983
                                               June 30,           Through
                                       ------------------------    June 30,
                                          2005         2004         2005
                                       -----------  -----------  -----------

SUPPLEMENTAL DISCLOSURES OF
 CASH FLOW INFORMATION

CASH PAID FOR:

    Interest                           $     --     $     --     $     --
    Income Taxes                       $     --     $     --     $     --
                                       -----------  -----------  -----------

NON CASH FINANCING ACTIVITIES

Common stock issued for services       $     --     $     --     $    6,300
Common stock issued for                $     --     $     --     $    7,500
mining claims
Services contributed by shareholders   $    1,030   $     --     $    7,792









   The accompanying notes are an integral part of these financial statements.


                                      -10-
<PAGE>


                              GREEN MT. LABS., INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                       June 30, 2005 and December 31, 2004


NOTE 1 - CONDENSED FINANCIAL STATEMENTS

          The  accompanying  financial  statements  have  been  prepared  by the
          Company without audit.  In the opinion of management,  all adjustments
          (which include only normal recurring adjustments) necessary to present
          fairly the financial position, results of operations and cash flows at
          June 30, 2005 and 2004 and for all periods presented have been made.

          Certain  information  and footnote  disclosures  normally  included in
          financial statements prepared in accordance with accounting principles
          generally accepted in the United States of America have been condensed
          or omitted. It is suggested that these condensed financial  statements
          be read in conjunction with the financial statements and notes thereto
          included  in  the  Company's   December  31,  2004  audited  financial
          statements.  The results of operations  for the periods ended June 30,
          2005 and 2004 are not necessarily  indicative of the operating results
          for the full years.

          Certain prior period amounts have been  reclassified to conform to the
          current period presentation.


NOTE 2 -  GOING CONCERN

          The  Company's  financial  statements  are prepared  using  accounting
          principles   generally  accepted  in  the  United  States  of  America
          applicable to a going concern which  contemplates  the  realization of
          assets  and  liquidation  of  liabilities  in  the  normal  course  of
          business.  The Company has not yet  established  an ongoing  source of
          revenues  sufficient  to cover  its  operating  costs  and allow it to
          continue as a going concern. The ability of the Company to continue as
          a going concern is dependent on the Company obtaining adequate capital
          to fund operating losses until it becomes  profitable.  If the Company
          is  unable  to obtain  adequate  capital,  it could be forced to cease
          operations.

          In order to continue as a going concern,  the Company will need, among
          other things,  additional  capital  resources.  Management's  plans to
          obtain such  resources for the Company  include (1) obtaining  capital
          from  management and significant  shareholders  sufficient to meet its
          minimal  operating  expenses,  and (2)  seeking out and  completing  a
          merger or transaction  with an existing  operating  company.  However,
          management  cannot  provide any  assurances  that the Company  will be
          successful in accomplishing any of its plans.

          The ability of the Company to continue as a going concern is dependent
          upon its ability to successfully accomplish the plans described in the
          preceding  paragraph and eventually  secure other sources of financing
          and  attain   profitable   operations.   The  accompanying   financial
          statements do not include any  adjustments  that might be necessary if
          the Company is unable to continue as a going concern.

NOTE 3 -  SUBSEQUENT EVENTS

          On July 6,  2005  the  Company  entered  into a  Revised  and  Amended
          Agreement  and Plan of Merger ("the  Agreement")  to acquire  Hydrogen
          Engine  Center,  Inc.,  and  Iowa  corporation  ("HECI").  In order to
          facilitate the  acquisition,  the Company  formed a new,  wholly-owned
          subsidiary, called Green Mt. Acquisitions,  Inc. ("GMA"). According to
          the terms of the Agreement, HECI is to be merged into GMA, making HECI
          a wholly-owned subsidiary of the Company.

                                      -11-
<PAGE>

                              GREEN MT. LABS., INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                       June 30, 2005 and December 31, 2004


NOTE 3 - SUBSEQUENT EVENTS (Continued)

          Additionally,  the Company agreed to forward-split its common stock on
          a 3.8 shares for one share basis, and to issue  16,297,200  post-split
          shares to the sole stockholder for HECI in exchange for 100% of HECI's
          outstanding  capital stock. The shares issued by the Company represent
          approximately  81% of the  Company's  post-split  shares.  The Company
          anticipates the  acquisition  will be finalized on or about August 15,
          2005.

          HECI is a development  stage company engaged in designing,  developing
          and  manufacturing  internal  combustion  engines  that may be  fueled
          either by hydrogen or gasoline for the industrial and power generation
          markets.




                                      -12-
<PAGE>


Item 2.       Management's Discussion and Analysis or Plan of Operation

     The following  information should be read in conjunction with the financial
statements and notes thereto appearing elsewhere in this Form 10-QSB.

     We are considered a development stage company with no assets or capital and
with no material  operations  or income.  Ongoing  expense,  including the costs
associated  with the preparation  and filing of our  registration  statement and
periodic  reports are being paid for by advances  from  shareholders,  which are
evidenced in our financial statements as accounts  payable-related  party. It is
anticipated  that we will require only nominal capital to maintain our corporate
viability and  necessary  funds will most likely be provided by our officers and
directors in the immediate future.  However, unless we are able to facilitate an
acquisition  of or  merger  with an  operating  business  or are able to  obtain
significant  outside financing,  there is substantial doubt about our ability to
continue as a going concern.

Recent Events

     On June 3, 2005,  we  finalized an  agreement  to acquire  Hydrogen  Engine
Center, Inc., an Iowa corporation ("HECI"). The acquisition is being facilitated
by merging our newly created,  wholly-owned subsidiary,  Green Mt. Acquisitions,
Inc.,  with and into HECI with HECI being the surviving  entity.  As a result of
the transaction,  HECI will become our wholly-owned subsidiary. On July 6, 2005,
we revised certain terms of the proposed acquisition and, accordingly,  executed
a revised and amended agreement and plan of merger.

     Under the terms of the  revised  agreement,  we will  effect,  prior to the
closing of the  agreement,  a forward stock split of our issued and  outstanding
common  stock on a 3.8 shares for 1 share  basis.  The forward  stock split will
increase  our  outstanding  shares  of common  stock  from  1,006,000  shares to
approximately  3,822,800  shares,  or approximately 19% of the total outstanding
shares  following  consummation  of the  acquisition.  The effective date of the
stock split will be  established  by our board for a date prior to the effective
date of the agreement  with HECI. We presently  anticipate the split to occur on
or about August 17, 2005.

     As consideration  for the  acquisition,  the current holder of 100% of HECI
common stock will receive an aggregate of 16,297,200 shares of our common stock,
post-split.   These  shares  will  represent  approximately  81%  of  our  total
outstanding  shares  (post-split)  following the transaction.  We also intend to
raise funds  privately to finance the ongoing  operations of HECI  following the
acquisition.  As a result of the merger and  issuance of the  additional  shares
referenced above,  shares held by current Green Mt.  stockholders will represent
approximately 10% of the total shares outstanding.  We expect the acquisition of
HECI to be finalized on or about August 22, 2005.

      Following the merger  transaction,  we will assume all of the  operations,
assets and liabilities of HECI.  HECI is a development  stage company engaged in
designing,  developing and manufacturing internal combustion engines that may be
fueled either by hydrogen or gasoline for the  industrial  and power  generation
markets.  HECI has  established a process for  converting  certain Ford internal
combustion  engines to run efficiently on hydrogen fuel.  Hydrogen as a fuel can
be readily  extracted from water, any hydrocarbon fuel or biomass.  HECI expects
to  file  core  technology  patents  covering  the use of  hydrogen  fuel in any
internal  combustion  engine with zero or near zero  emissions.  HECI management
believes that  hydrogen  engines  ultimately  developed by HECI may be initially
used for two major  applications;  (i) replacing  existing  internal  combustion
engines in airport ground support applications,  and (ii) combined with electric
generators for power generation systems.

                                      -13-
<PAGE>
Results of Operations

     We incurred a loss of $23,900  during the six month  period  ended June 30,
2005  compared to a loss of $8,708  during the  comparable  2004  period.  These
losses are primarily  attributed to the legal and  accounting  costs  associated
with the  preparation  and filing with the SEC of our forms and  statements  and
negotiations regarding potential acquisitions.

     We incurred a loss of $18,657  during the three month period ended June 30,
2005  compared to a loss of $3,968  during the  comparable  2004  period.  These
losses are primarily  attributed to the legal and  accounting  costs  associated
with the  preparation  and filing with the SEC of our forms and  statements  and
negotiations regarding potential acquisitions.

Liquidity and Capital Resources

     During the six months  ended June 30,  2005,  our  expenses  were paid by a
shareholder.  We  expect  to  continue  to  rely on the  shareholder  to pay our
expenses,  because we have no cash  reserves or sources of revenues,  until such
time that we complete a merger with or  acquisition  of an  existing,  operating
company.  There  is no  assurance  that  we  will  complete  such  a  merger  or
acquisition  or that  the  shareholder  will  continue  indefinitely  to pay our
expenses.

     In the  opinion  of  management,  inflation  has not and  will  not  have a
material effect on our operations until such time as we successfully complete an
acquisition  or merger.  At that time,  management  will  evaluate  the possible
effects of inflation on our business and operations.

Plan of Operation

     Upon the  completion of the  acquisition of HECI, we will become engaged in
HECI's business and begin to design, develop and manufacture internal combustion
engines for the industrial and power generation markets.  Until such time as the
HECI  acquisition  is  completed,  we will remain a  development  stage  company
looking for acquisitions.

     Because we lack funds,  it may be necessary  for our officers and directors
to either  advance funds or to accrue  expenses  until such time as a successful
business  consolidation  can be made.  Management  intends to hold expenses to a
minimum and to obtain  services on a contingency  basis when possible.  Further,
our directors will defer any  compensation  until such time as an acquisition or
merger can be  accomplished  and will  strive to have the  business  opportunity
provide  their   remuneration.   However,  if  we  engage  outside  advisors  or
consultants  in its search for  business  opportunities,  it may be necessary to
attempt to raise additional  funds. As of the date hereof,  we have not made any
arrangements or definitive  agreements to use outside advisors or consultants or
to raise any capital.

     In the  event  we need to  raise  capital,  most  likely  the  only  method
available  to us would be the private sale of our  securities.  Because we are a
development  stage  company,  it is unlikely that we could make a public sale of
securities or be able to borrow any  significant sum from either a commercial or
private  lender.  There  can be no  assurance  that we  will  be able to  obtain
additional funding when and if needed, or that such funding,  if available,  can
be obtained on acceptable terms.

     We do not  intend to use any  employees,  with the  possible  exception  of
part-time  clerical  assistance  on an  as-needed  basis.  Outside  advisors  or
consultants  will be used only if they can be obtained  for minimal cost or on a
deferred payment basis.  Management is confident that it will be able to operate
in this manner and to continue its search for business  opportunities during the
next twelve months.  Management  further  believes that we will not have to make
any equipment  purchases in the immediate  future.  When the HECI acquisition is
completed, we will adopt its business plan.
                                      -14-
<PAGE>
Net Operating Loss

     We  have   accumulated   approximately   $48,000  of  net  operating   loss
carryforwards  as of December  31, 2004.  This loss carry  forward may be offset
against  taxable income and income taxes in future years and expires in the year
2024.  The use of these losses to reduce  future income taxes will depend on the
generation  of  sufficient  taxable  income prior to the  expiration  of the net
operating loss carryforwards.  In the event of certain changes in control, there
will be an annual  limitation on the amount of net operating loss  carryforwards
which can be used. No tax benefit has been reported in the financial  statements
for the year ended  December  31,  2004  because  it has been fully  offset by a
valuation  reserve.  The use of future tax benefit is undeterminable  because we
presently have no operations.

Forward-Looking and Cautionary Statements

     This report contains certain forward-looking  statements.  These statements
relate to future events or our future  performance and involve known and unknown
risks and  uncertainties.  Actual  results  may differ  substantially  from such
forward-looking statements, including, but not limited to, the following:

     o   our ability to search for an appropriate  business  opportunity  and to
         subsequently acquire or merge with such entity;

     o   to meet our cash and working capital needs;

     o   our ability to maintain our corporate existence as a viable entity; and

     o   other risks detailed in our periodic report filings with the SEC.

     In some cases, you can identify  forward-looking  statements by terminology
such as "may," "will" "should,"  "expects,"  "intends," "plans,"  "anticipates,"
"believes," "estimates," "predicts," "potential," "continue," or the negative of
these terms or other comparable terminology.

     These  statements  are  only  predictions.  Although  we  believe  that the
expectations  reflected in the  forward-looking  statements are  reasonable,  we
cannot   guarantee   future   results,   levels  of  activity,   performance  or
achievements.

Item 3.   Controls and Procedures.

     As of the end of the period  covered  by this  report,  we  carried  out an
evaluation,  under the  supervision  and with the  participation  of management,
including our chief executive officer and principal  financial  officer,  of the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures  as  defined  in Rules  13a-15(e)  and  15d-15(e)  of the  Securities
Exchange Act of 1934.  Based upon that evaluation,  our chief executive  officer
and principal  financial  officer  concluded  that our  disclosure  controls and
procedures  are  effective  to cause the  material  information  required  to be
disclosed  by us in the reports that we file or submit under the Exchange Act to
be  recorded,  processed,  summarized  and  reported  within  the  time  periods
specified in the SEC's rules and forms.  There have been no significant  changes
in our internal  controls or in other factors which could  significantly  affect
internal controls subsequent to the date we carried out our evaluation.

                           PART II - OTHER INFORMATION

Item 1.       Legal Proceedings

     There are no material pending legal  proceedings to which we are a party or
to which any of our  property is subject and, to the best of our  knowledge,  no
such actions against us are contemplated or threatened.


                                      -15-
<PAGE>
Item 2.       Unregistered Sales of Equity Securities and Use of Proceeds

     This Item is not applicable.

Item 3.       Defaults Upon Senior Securities

     This Item is not applicable.

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

     On June 3, 2005, our board of directors voted  unanimously to authorize and
recommend that in connection  with the  acquisition  of HECI,  our  stockholders
approve an amendment to our  certificate  of  incorporation  to (a) increase our
authorized  capitalization  to 100 million shares of common stock and 10 million
shares of "blank check" preferred stock, and (b) change our corporate name, upon
the closing of the  anticipated  acquisition  transaction,  to "Hydrogen  Engine
Center,  Inc." The board also  authorized  the adoption of the  Hydrogen  Engine
Center, Inc. Restricted Stock Plan for employees,  directors, and consultants of
Green  Mt.  and  HECI,  to  be  effected  following  the  closing  of  the  HECI
acquisition.  Also  on June  3,  2005,  our  two  controlling  stockholders  who
beneficially own in the aggregate 832,180 shares,  or approximately  83%, of our
issued and  outstanding  common  stock,  consented  in writing and  approved the
foregoing  proposals.  We  will  file  with  the  SEC an  information  statement
detailing the actions taken by stockholder written consents.  The proposals will
not become  effective  until a date at least 20 days after the date on which the
definitive  information  statement  has  been  mailed  to the  stockholders.  We
anticipate that the actions  contemplated will be effected on or about the close
of business on August 15, 2005.

Item 5.       Other Information

     In connection  with the acquisition of HECI, we will effect a forward stock
split of our issued and outstanding shares of common stock on a 3.8 shares for 1
share basis. As a result of the stock split,  the number of shares of our common
stock outstanding will increase to approximately  3,822,800 shares, but will not
affect  any  stockholder's  proportionate  interest  in Green  Mt.  prior to the
closing of the HECI  acquisition.  No fraction  of any Green Mt.  shares will be
issued,  rather the number of shares otherwise  issuable,  if other than a whole
number, will be rounded up to the next whole number. The par value of our common
stock will remain unchanged.

     The  forward  stock  split has been  unanimously  approved  by our board of
directors on June 3, 2005 and is expected to be effected  immediately before the
closing of the HECI  acquisition,  on or about August 17, 2005.  We believe that
the forward  stock split is  advisable  because it will  increase  the number of
total  shares that are  eligible to be traded in the public  market.  We further
believe that the additional shares in the trading market will increase liquidity
and result in a more orderly market for our shares.

     In addition to the 3,822,800  shares  outstanding  after the split, we will
issue  16,297,200  shares  pursuant to HECI's  sole  stockholder,  resulting  in
approximately 20,120,000 common shares outstanding. Also, in connection with the
HECI  acquisition we anticipate  selling up to approximately 4 million shares of
our  common  stock in a  private  placement  at  $1.00  per  share.  We are also
reserving  another  2.025  million  shares of common  stock  reserved for future
issuance as follows;  approximately  .675 million  shares  reserved for issuance
upon conversion of currently outstanding HECI promissory notes; and 1.35 million
shares reserved for issuance under our new restricted stock plan.

                                      -16-
<PAGE>

Item 6.       Exhibits and Reports on Form 8-K

     (a) Exhibits:

         Exhibit 31.1        Certification of C.E.O.  Pursuant to Section 302 of
                             the Sarbanes-Oxley Act of 2002.

         Exhibit 31.2        Certification  of  Principal   Accounting   Officer
                             Pursuant to Section 302 of the  Sarbanes-Oxley  Act
                             of 2002.

         Exhibit 32.1        Certification  of  C.E.O.  Pursuant  to  18  U.S.C.
                             Section 1350, as Adopted Pursuant to Section 906 of
                             the Sarbanes-Oxley Act of 2002.

         Exhibit 32.2        Certification  of  Principal   Accounting   Officer
                             Pursuant  to 18 U.S.C.  Section  1350,  as  Adopted
                             Pursuant to Section 906 of the  Sarbanes-Oxley  Act
                             of 2002.

     (b) Reports on Form 8-K

     On June 9,  2005,  we  filed  with  the SEC a  current  report  on Form 8-K
reporting  under Item 1.01 the signing of the  definitive  agreement  to acquire
HECI and the terms of that agreement.

     On July 12, 2005, we filed a second report on Form 8-K reporting under Item
1.01 the signing of a revised and amended agreement with HECI which altered some
of the terms of the HECI acquisition.


                                   SIGNATURES


     In accordance with the requirements of the Securities Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                         GREEN MT. LABS.,  INC.



Date: August 11, 2005                    By:  /S/   GEOFF WILLIAMS
                                            ------------------------------------
                                                  Geoff Williams
                                                  President, C.E.O. and Director
                                                  (Principal Accounting Officer)



                                      -17-
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