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 September 30, 2004

                                       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.)
\
            56 West 400 South, Suite #220, Salt Lake City, Utah 84101
            ---------------------------------------------------------
                    (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 September 30, 2004
-----------------------------            -------------------------------------
Common Stock, $.001 par value                        1,006,000

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

                                       -1-

<PAGE>

<TABLE>
<CAPTION>


                                                 TABLE OF CONTENTS

Heading                                                                                                   Page
                                          PART  I.  FINANCIAL INFORMATION

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

                  Balance Sheets - September 30, 2004 (unaudited) and December 31, 2003...............      4

                  Statements of Operations - three and nine months ended September 30, 2004
                    and 2003 and the period from inception on July 12, 1983 to
                    September 30, 2004 (unaudited)....................................................      5

                  Statements in Changes in Stockholders' Equity (Deficit) - for the period
                    July 12, 1983 to September 30, 2004 (unaudited)...................................      6

                  Statements of Cash Flows - three and nine months ended September 30, 2004
                    and 2003 and the period from inception on July 12, 1983 to
                    September 30, 2004 (unaudited)....................................................      8

                  Notes to Financial Statements ......................................................      9

Item 2.      Management's Discussion and Analysis and Results of Operations...........................     10

Item 3.      Controls and Procedures..................................................................     13


                                            PART II. OTHER INFORMATION

Item 1.      Legal Proceedings........................................................................     13

Item 2.      Changes in Securities and Use of Proceeds................................................     13

Item 3.      Defaults Upon Senior Securities..........................................................     13

Item 4.      Submission of Matters to a Vote of Securities Holders....................................     14

Item 5.      Other Information........................................................................     14

Item 6.      Exhibits and Reports on Form 8-K.........................................................     14

             Signatures...............................................................................     15

</TABLE>

                                       -2-

<PAGE>



                                     PART I

Item 1.       Financial Statements

     The  accompanying  unaudited  balance  sheets of Green Mt.  Labs.,  Inc. at
September  30, 2004 and December  31,  2003,  related  unaudited  statements  of
operations, stockholders' equity (deficit) and cash flows for the three and nine
months ended  September  30, 2004 and 2003 and the period July 12, 1983 (date of
inception) to September 30, 2004, have been prepared by management in conformity
with  accounting  principles  generally  accepted in the United  States.  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 September 30, 2004, are not necessarily  indicative
of the results  that can be expected  for the fiscal  year ending  December  31,
2004.











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

                              FINANCIAL STATEMENTS

                    September 30, 2004 and December 31, 2003


                                       -3-

<PAGE>

<TABLE>
<CAPTION>
                              GREEN MT. LABS, INC.
                          (A Development Stage Company)
                                 Balance Sheets

                                     ASSETS

                                                             September 30,   December 31,
                                                                 2004            2003
                                                              -----------    -----------
                                                              (Unaudited)
CURRENT ASSETS

<S>                                                           <C>            <C>
      Cash                                                    $      --      $      --
                                                              -----------    -----------

             Total Current Assets                                    --             --
                                                              -----------    -----------

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



                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

      Accounts payable                                        $     7,464    $     3,465
      Accounts payable - stockholder                               29,668         16,611
                                                              -----------    -----------

             Total Current Liabilities                             37,132         20,076
                                                              -----------    -----------


STOCKHOLDERS' EQUITY (DEFICIT)

      Common stock; 50,000,000 shares authorized,
        at no par value, 1,006,000 shares issued
        and outstanding                                            13,800         13,800
      Additional paid-in capital                                    4,702          4,702
      Deficit accumulated during the development stage            (55,634)       (38,578)
                                                              -----------    -----------

             Total Stockholders' Equity (Deficit)                 (37,132)       (20,076)
                                                              -----------    -----------

             TOTAL LIABILITIES AND STOCKHOLDERS'
               EQUITY (DEFICIT)                               $      --      $      --
                                                              ===========    ===========
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                      -4-
<PAGE>

<TABLE>
<CAPTION>

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


                                                                                                 From
                                      For the Three                   For the Nine           Inception on
                                       Months Ended                   Months Ended             July 1,
                                       September 30,                  September 30,          1983 Through
                                 --------------------------    --------------------------    September 30,
                                    2004           2003           2004            2003           2004
                                 -----------    -----------    -----------    -----------    -----------
<S>                              <C>            <C>            <C>            <C>            <C>
REVENUES                         $      --      $      --      $      --      $      --      $      --

EXPENSES

    General and Administrative         7,807          1,379         15,894         11,496         54,472
                                 -----------    -----------    -----------    -----------    -----------

        Total Expenses                 7,807          1,379         15,894         11,496         54,472
                                 -----------    -----------    -----------    -----------    -----------


LOSS FROM OPERATIONS                  (7,807)        (1,379)       (15,894)       (11,496)       (54,472)
                                 -----------    -----------    -----------    -----------    -----------


OTHER EXPENSES

    Interest Expense                    (541)          --           (1,162)          --           (1,162)
                                 -----------    -----------    -----------    -----------    -----------

        Total Other Expenses            (541)          --           (1,162)          --           (1,162)
                                 -----------    -----------    -----------    -----------    -----------


NET LOSS                         $    (8,348)   $    (1,379)   $   (17,056)   $   (11,496)   $   (55,634)
                                 ===========    ===========    ===========    ===========    ===========


BASIC LOSS PER SHARE             $     (0.01)   $     (0.00)   $     (0.02)   $     (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.

                                      -5-
<PAGE>

                              GREEN MT. LABS, INC.
                          (A Development Stage Company)
                  Statements of Stockholders' Equity (Deficit)


                                                                      Deficit
                                                                    Accumulated
                                      Common Stock       Additional  During the
                                 ---------------------    Paid-In   Development
                                   Shares      Amount     Capital      Stage
                                 ---------   ---------   ---------   ---------

Balance at inception on
  July 12, 1983                       --     $    --     $    --     $    --

Common stock issued for
  mining claims                  1,000,000       7,500        --          --

Net loss from inception on
  July 12, 1983 through
  December 31, 1997                   --          --          --        (8,710)
                                 ---------   ---------   ---------   ---------

Balance, December 31, 1997       1,000,000       7,500        --        (8,710)

Net loss for the year ended
  December 31, 1998                   --          --          --          --
                                 ---------   ---------   ---------   ---------

Balance, December 31, 1998       1,000,000       7,500        --        (8,710)

Net loss for the year ended
  December 31, 1999                   --          --          --          --
                                 ---------   ---------   ---------   ---------

Balance, December 31, 1999       1,000,000       7,500        --        (8,710)

Common stock issued for
  services, September 11, 2000       6,000       6,300        --          --

Contributed capital                   --          --         3,099        --

Net loss for the year ended
  December 31, 2000                   --          --          --        (9,399)
                                 ---------   ---------   ---------   ---------

Balance, December 31, 2000       1,006,000      13,800       3,099     (18,109)

Contributed capital                   --          --           993        --

Net loss for the year ended
  December 31, 2001                   --          --          --        (3,236)
                                 ---------   ---------   ---------   ---------

Balance, December 31, 2001       1,006,000      13,800       4,092     (21,345)
                                 ---------   ---------   ---------   ---------

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

                                      -6-
<PAGE>

                              GREEN MT. LABS, INC.
                          (A Development Stage Company)
            Statements of Stockholders' Equity (Deficit) (continued)


                                                                    Deficit
                                                                  Accumulated
                                    Common Stock       Additional  During the
                               ---------------------    Paid-In   Development
                                 Shares      Amount     Capital      Stage
                               ---------   ---------   ---------   ---------

Balance, December 31, 2001     1,006,000   $  13,800   $   4,092   $ (21,345)

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

Balance, December 31, 2002     1,006,000      13,800       4,092     (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      13,800       4,702     (38,578)

Net loss for the nine months
  ended September 30, 2004
  (unaudited)                       --          --          --       (17,056)
                               ---------   ---------   ---------   ---------

Balance, September 30, 2004
  (unaudited)                  1,006,000   $  13,800   $   4,702   $ (55,634)
                               =========   =========   =========   =========

   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 Cash Flows

                                                                                          From
                                                                                      Inception on
                                                               For the Nine             July 1,
                                                               Months Ended           1983 Through
                                                               September 30,          September 30,
                                                        --------------------------    -----------
                                                            2004          2003           2004
                                                        -----------    -----------    -----------

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                     <C>            <C>            <C>
     Net loss                                           $   (17,056)   $   (11,496)   $   (55,634)

     Adjustments to reconcile net loss to net cash
      used by operating activities:
           Impairment loss on mining claims                    --             --            7,500
           Common stock issued for services                    --             --            6,300
     Changes in operating assets and liabilities
           Increase in accounts payable                       3,999           (260)         7,464
           Increase in account payable - shareholder         13,057         11,756         29,668
                                                        -----------    -----------    -----------

                Net Cash Used by Operating Activities          --             --           (4,702)
                                                        -----------    -----------    -----------

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

CASH FLOWS FROM FINIANCING ACTIVITIES

           Contribution of capital by shareholders             --             --            4,702
                                                        -----------    -----------    -----------

                Net Cash Provided by Operating
                  Activities                                   --             --            4,702
                                                        -----------    -----------    -----------

           NET DECREASE IN CASH                                --             --             --

           CASH AT BEGINNING OF PERIOD                         --             --             --
                                                        -----------    -----------    -----------

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

SUPPLIMENTAL 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 mining claims        $      --      $      --      $     7,500
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                      -8-
<PAGE>
                              GREEN MT. LABS, INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements

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
       September 30, 2004 and 2003, and for all periods presented  herein,  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, 2003 audited financial statements.
       The results of operations  for the periods  ended  September 30, 2004 and
       2003 are not necessarily indicative of the operating results for the full
       years.

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  upon
       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 other
       business  combination  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.

                                      -9-
<PAGE>

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

     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.

Results of Operations

     We  incurred a loss of $8,348 and  $17,056  during the three and nine month
periods ended September 30, 2004, respectively, compared to a loss of $1,379 and
$11,496 during the respective  comparable 2003 periods. The decreases was due to
the majority of legal and accounting  costs  associated with the preparation and
filing  with the SEC of our Form 10-SB  registration  statement  being  incurred
during the 2003 periods.

Liquidity and Capital Resources

     During the three months ended September 30, 2004, 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  completes
an acquisition or merger.  At that time,  management  will evaluate the possible
effects of inflation on our business and operations.

Plan of Operation

     During the next 12 months,  we intend to actively seek out and  investigate
possible business opportunities for the purpose of possibly acquiring or merging
with one or more business ventures.  We do not intend to limit our search to any
particular industry or type of business.

     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 our 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.

                                       -10-
<PAGE>

     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  their 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.

Net Operating Loss

     We  have   accumulated   approximately   $31,000  of  net  operating   loss
carryforwards  as of December  31, 2003.  This loss carry  forward may be offset
against  taxable income and income taxes in future years and expires in the year
2023.  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,  2003  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    our  ability 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


                                       -11-
<PAGE>

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

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.

Item 2.       Changes In 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

     This Item is not applicable.

Item 5.       Other Information

     This Item is not applicable.

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.

         Exhibit32.1       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

     No  report on Form 8-K was  filed  during  the  three  month  period  ended
September 30, 2004.

                                       -12-
<PAGE>




                                   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: November 15, 2004                   By:  /S/   GEOFF WILLIAMS
                                             -----------------------------------
                                               Geoff Williams
                                               President, C.E.O. and Director
                                               (Principal Accounting Officer)


                                      -13-