IT Group Holdings Inc. – ‘10KSB’ for 1/31/06

On:  Tuesday, 5/9/06, at 5:42pm ET   ·   As of:  5/10/06   ·   For:  1/31/06   ·   Accession #:  939802-6-251   ·   File #:  1-14883

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Annual Report — Small Business   —   Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB       Annual Report -- Small Business                       39    198K 
 2: EX-31       Certification per Sarbanes-Oxley Act (Section 302)     2±    10K 
 3: EX-32       Certification per Sarbanes-Oxley Act (Section 906)     1      6K 

10KSB   —   Annual Report — Small Business
Document Table of Contents

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

 FORM 10-KSB

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

For the fiscal year ended January 31, 2006                                      

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: 001-14883

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

          Nevada                              16-1728655
          ------                              ----------
         (State or other jurisdiction of       (IRS Employer Identification No.)
incorporation)                              

201 South Biscayne Boulevard, 28th Floor
Miami, Florida 33131
--------------------
(Address of principal executive offices)

(917) 620-6401
(Issuer's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act: None                

Securities  registered  pursuant  to  section  12(g) of the Act:  Common  Stock,
$0.0001 par value                                                               

Check whether the issuer is not required to file reports  pursuant to Section 13
or 15(d) of the Exchange Act [ ]                                                

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

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Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part II of this  Form  10-KSB or any
amendment to this Form 10-KSB. [ ]                                              

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) [X] Yes [ ] No                                  

The issuer's revenues for its most recent fiscal year was $0.                   

Based on the closing  sales price of the Common Stock on May 7, 2006 as reported
on  http://finance.yahoo.com,  the  aggregate  market value of the voting common
equity held by  non-affiliates  computed by  reference to the price at which the
common  equity  was sold,  or the  average  bid and asked  price of such  common
equity, as of May 7, 2006 (a date within the past 60 days) was $8,771,925.      

The  number  of  shares  outstanding  of the  issuer's  class  of  common  stock
outstanding as of May 9, 2006 is 13,495,269.                                    

Documents Incorporated By Reference:  None                                      

Transitional Small Business Issuer Disclosure Format (check one):               
Yes [ ] No [X].                                                                 

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 INDEX

                                                        [Enlarge/Download Table]

                                                                                                         PAGE
PART I                                                                                                       
                                                                                                             
    Item 1.     Description of business..................................................................1...
    Item 2.     Description of property..................................................................7...
    Item 3.     Legal proceedings........................................................................7...
    Item 4.     Submission of matters to a vote of security holders......................................7...

PART II                                                                                                      
    Item 5.     Market for common equity and related stockholder matters.................................7...
    Item 6.     Management's discussion and analysis or plan of operation................................8...
    Item 7.     Financial statements....................................................................10...
    Item 8.     Changes in and disagreements with accountants on accounting and financial                    
                disclosure..............................................................................10...
    Item 8a.    Controls and procedures.................................................................11...
    Item 8b.    Other information.......................................................................11...

PART III                                                                                                     
    Item 9.     Directors, executive officers, promoters and control persons; compliance with                
                section 16(a) of the exchange act ......................................................12...
    Item 10.    Executive compensation..................................................................13...
    Item 11.    Security ownership of certain beneficial owners and management..........................14...
    Item 12.    Certain relationships and related transactions..........................................14...
    Item 13.    Exhibits................................................................................15...
    Item 14.    Principal accountant fees and services..................................................15...

SIGNATURES                                                                                                   
CERTIFICATIONS                                                                                               

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PART I

         THIS FORM 10-KSB CONTAINS FORWARD-LOOKING STATEMENTS. FOR THIS PURPOSE,
ANY  STATEMENTS  CONTAINED  IN THIS  FORM  10-KSB  THAT  ARE NOT  STATEMENTS  OF
HISTORICAL FACT MAY BE DEEMED TO BE FORWARD-LOOKING STATEMENTS. YOU CAN IDENTIFY
FORWARD-LOOKING   STATEMENTS  BY  THOSE  THAT  ARE  NOT  HISTORICAL  IN  NATURE,
PARTICULARLY  THOSE  THAT  USE  TERMINOLOGY  SUCH AS  "MAY,"  "WILL,"  "SHOULD,"
"EXPECTS,"  "ANTICIPATES,"  "CONTEMPLATES,"  "ESTIMATES,"  "BELIEVES,"  "PLANS,"
"PROJECTED,"  "PREDICTS,"  "POTENTIAL,"  OR  "CONTINUE" OR THE NEGATIVE OF THESE
SIMILAR  TERMS.  IN  EVALUATING  THESE  FORWARD-LOOKING  STATEMENTS,  YOU SHOULD
CONSIDER VARIOUS  FACTORS,  INCLUDING THOSE LISTED BELOW UNDER THE HEADING "ITEM
1. RISK FACTORS  RELATED TO OUR  BUSINESS".  THE  COMPANY'S  ACTUAL  RESULTS MAY
DIFFER   SIGNIFICANTLY  FROM  THE  RESULTS  PROJECTED  IN  THE   FORWARD-LOOKING
STATEMENTS.   THE  COMPANY  ASSUMES  NO  OBLIGATION  TO  UPDATE  FORWARD-LOOKING
STATEMENTS, EXCEPT AS OTHERWISE REQUIRED UNDER THE APPLICABLE FEDERAL SECURITIES
LAWS.                                                                           

         AS USED IN THIS FORM 10-KSB,  REFERENCES TO THE "COMPANY,"  "WE," "OUR"
OR "US" REFER TO GREEN  MOUNTAIN  CAPITAL,  INC.,  UNLESS THE CONTEXT  OTHERWISE
INDICATES.                                                                      

ITEM 1.  DESCRIPTION OF BUSINESS                                                

A.       COMPANY OVERVIEW                                                       

We were  originally  organized  in 1998  under  the  laws  of the  State  of New
Hampshire under the name "ARS Networks, Incorporated".  Initially, we engaged in
the  design  and  development  of  advanced  railway   communications  and  data
management  systems. We eventually elected to terminate these activities because
we determined that it was not practical for us to pursue  opportunities  in such
industries.                                                                     

We decided  instead to  concentrate  on formulating a new business plan focusing
our  efforts on  identifying  and closing  planned  acquisitions,  building  our
company  through  steady  calculated  growth.  Effective  September 30, 2004, we
changed our name from "ARS Networks,  Incorporated" to "Green Mountain  Capital,
Inc." to better reflect our new business purpose and activities.                

On July 12, 2005,  we changed our state of  incorporation  from New Hampshire to
Nevada by means of a merger  permitted  under  the  corporate  statutes  of both
states. The merger occurred between us 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 was  consummated  pursuant to a Plan of
Merger.  The Plan of Merger  provided that Green  Mountain New  Hampshire  would
merge with and into Green Mountain Nevada.  Following the merger, Green Mountain
Nevada was 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,  and our Current  Report on Form 8-K,  filed with the SEC on July 21,
2005.                                                                           

On August 11, 2005,  we  underwent a change in control of our  Company.  Appleby
Partners &  Company,  LLC  ("Appleby")  became our  controlling  shareholder  by
purchasing from Sydney A. Harland  ("Harland")  all of our 2,500,000  issued and

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outstanding  shares of the  Series A  preferred  stock and all of our  3,000,000
issued and outstanding  shares of Series C preferred stock pursuant to the terms
of a Stock Purchase  Agreement  (the "Stock  Purchase  Agreement")  entered into
between Appleby and Harland.  The shares of the Series A Preferred Stock are not
convertible  to common  stock and  entitle the holder to 200 votes of our common
stock.  The shares of the Series C Preferred Stock are not convertible to common
stock and entitle  the holder to 500 votes of our common  stock.  The  aggregate
purchase  price paid to Harland by Appleby  for the Series A and Series C shares
was $500,000 in cash. Of the purchase price,  approximately  $88,785 was used to
settle our  outstanding  debts.  In addition,  $100,000 of the purchase price is
being held in escrow for six months  from the date  thereof  for the  purpose of
paying  certain  liabilities  that we or Appleby may incur after the date of the
Stock  Purchase  Agreement.  In February 2006, the escrow was terminated and the
funds held in escrow were released to Harland.                                  

In connection with such change in control,  on August 11, 2005, Harland resigned
from his  positions as our sole  officer and  resigned  from his position as our
director on September 26, 2005. On August 11, 2005,  Steven W. Bingaman,  who is
the principal of Appleby, was appointed as our director and our sole officer. On
September 29, 2005,  Steven W.  Bingaman  resigned as an officer and Director of
the Company, and Shmuel Shneibalg was elected director, Chief Executive Officer,
Chief Financial Officer, President, and Secretary.                              

On January 12, 2006, the Company  underwent a reverse stock split. On such date,
shares of common  stock held by each  stockholder  of record were  automatically
consolidated  at the rate of one for one  thousand  (1 for  1,000)  without  any
further action on the part of the stockholders.                                 

On December 30,  2005,  the Company  redeemed all of its issued and  outstanding
shares of Series A Preferred  Stock and Series C Preferred  Stock by  purchasing
from 2,500,000 shares of Series A Preferred Stock and 3,000,000 shares of Series
C Preferred Stock. In consideration  therefore,  the Company issued to Appleby a
promissory note, in the principal  amount of $500,000.  Such promissory note was
subsequently  assigned  by  Appleby to Cayman  Lender,  Ltd.,  a Cayman  Islands
corporation.                                                                    

B.       BUSINESS HISTORY                                                       

Initially,  we were engaged in the business of developing  certain  technologies
known as  Crosslogix  TM  ("Crosslogix")  and Refilter  Exchaust  Filter  System
("Refilter").  Crosslogix  was a  private  wireless  network  developed  for the
purpose of being used in the  management of railway  traffic  control and public
safety.  While  Crosslogix was developed for the purposes of improving safety at
rail crossings,  it could have supported numerous applications in real time data
collection,  processing,  monitoring  and  information  analysis.  The  Refilter
Exhaust  Filter  System  was  designed  for the  purpose  of  reducing  particle
emissions from combustion engines and had applications in transportation, mining
and  construction  as well as other  industries.  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.                                    

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We eventually elected to terminate these activities. We were in discussions with
a major engineering  company that presented a proposal to complete Crosslogix at
an  estimated  cost of  $600,000.  Six to nine  months of time  would  have been
required to  complete  the  project.  This would have been 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.
However,  we were not 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  manufacturers  introduced  many changes in new diesel engine  technology
intended to meet EPA and other international  environmental agency requirements.
While there was an ongoing  opportunity in the replacement market, our resources
were such that it was not practical to pursue these opportunities.              

We decided,  instead, to concentrate on formulating a new business plan focusing
our  efforts on  identifying  and closing  planned  acquisitions,  building  our
company  through  steady  calculated   growth.   Our  purpose  became  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.                                    

C.       CURRENT BUSINESS ACTIVITIES                                            

As of January 31, 2006, the Company had no business  operations or revenues.  As
discussed  above,  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 may seek a business  opportunity  with entities  which have recently
commenced  operations,  or which wish to utilize the public marketplace in order
to raise additional capital in order to expand into new products or markets,  to
develop a new product or service or for other corporate purposes. We may acquire
assets and establish wholly owned  subsidiaries in various businesses or acquire
existing businesses as subsidiaries.                                            

As part of our  investigation of potential merger  candidates,  our sole officer
and director will meet personally  with management and key personnel,  may visit
and inspect material facilities,  obtain independent analysis or verification of
certain information  provided,  check references of management and key personnel
and take other reasonable investigative measures, to the extent of our financial
resources and  management  expertise.  The manner in which we  participate in an
opportunity will depend on the nature of the  opportunity,  the respective needs
and desires of us and other  parties,  the  management of the  opportunity,  our
relative negotiation strength and that of the other management.                 

We  intend  to  concentrate  on  identifying  preliminary  prospective  business
opportunities that may be brought to our attention through present  associations

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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. We will not acquire or
merge with any company for which audited financial statements cannot be obtained
within four days after closing of the proposed  transaction,  as required by the
Exchange Act.                                                                   

Pending Acquisition of Internet Telecommunications, PLC                         

On January  13,  2006,  the Company  executed a Share  Exchange  Agreement  (the
"Agreement")  with  Internet  Telecommunications,  PLC,  an English  corporation
("ITPLC"),  the  stockholders of ITPLC,  and Steven Bingaman and his affiliates.
Pursuant to the  Agreement,  at closing the Company  will acquire all of ITPLC's
issued and  outstanding  shares of common stock in exchange for shares of common
stock and warrants of the Company, as further described below.                  

However,  consummation of the  transaction  will not take place unless and until
certain  conditions  have occurred.  If and when the transaction is consummated,
the Company will file a Form 8-K to disclose the details of the  consummation of
the  business  combination  and the business of ITPLC,  together  with all other
material items of disclosure,  including without  limitation,  audited financial
statements of ITPLC.                                                            

The Agreement may be  terminated  at any time prior to the  consummation  of the
closing by the Company or by the ITPLC  stockholders,  if (a) the closing  shall
not have been  consummated  on or before April 13, 2006 or (b) if either party's
due diligence  investigation  indicates that any of the information provided for
in the  Agreement  or in any of the  information  provided by the other party is
inaccurate,  incomplete  or  untrue  in  any  way,  or  if  such  due  diligence
investigation reveals any facts, circumstances,  liabilities or conditions that,
in such party's  discretion,  may adversely affect the value or prospects of the
other party or that may expose the other party to any liability  not  heretofore
fully  disclosed.  In  addition,  the  closing  is  subject,  including  without
limitation,  to the following  conditions:  (a) prior to the closing,  an entity
affiliated  with Mr.  Bingaman will have caused to be invested in the Company an
aggregate of $3,000,000,  less all amounts  previously loaned to ITPLC, and less
financing  costs of up to 13%; (b) the Company  shall have  received  from ITPLC
historical financial statements and other information about ITPLC as required to
be  included  in a Form 8-K to be filed by the  Company  with the United  States
Securities and Exchange  Commission in connection with the closing,  all in form
and content  satisfying the requirements of the SEC; and (c) all other documents
requested by the Company shall have been delivered.                             

At the closing, the stockholders of ITPLC shall exchange their shares of ITPLC's
common stock for (a) 22.5 million newly issued restricted shares of common stock
of the  Company  and (b) 3.2  million  warrants,  each of which  shall allow the

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holder  thereto  to  purchase  one share of  common  stock of the  Company  at a
purchase price of $1.00,  exercisable prior to January 10, 2011. In addition, as
noted above,  an affiliate of Mr.  Bingaman has  undertaken to have caused to be
invested in the Company,  prior to or at the closing an aggregate of $3,000,000,
less all amounts  previously  loaned to ITPLC, and less financing costs of up to
13%.                                                                            

Settlement with Cayman Lender, Ltd.                                             

In reliance upon the exemption from registration set forth in Section 3 (a) (10)
of the  Securities  Act of  1933,  as  amended,  the  Company  intends  to issue
21,300,000  shares of its common stock to Cayman Lender,  Ltd., a Cayman Islands
exempted company in voluntary liquidation  ("Cayman"),  in exchange for Cayman's
claims against the Company  pursuant to the terms of an agreement (the "Exchange
Agreement")   entered   into   between  the  Company  and  Cayman  in  Voluntary
Liquidation.  Such  shares have not yet been  issued.  The facts upon which such
exemption will be based are as follows:                                         

On January 9 and 12, 2006,  the Grand Court of the Cayman Islands held a Hearing
on the application of the  Liquidators  for approval of the Exchange  Agreement,
and the Court approved the terms of the Exchange  Agreement and found them to be
fair to  Cayman.  Absent  an order  from the  Court  approving  the terms of the
Exchange  Agreement  and  declaring  them to be fair to  Cayman  (the  entity to
receive the subject securities) there would have been no basis for reliance upon
the  exemption  set forth in  Section 3 (a) (10) for the  issuance  of shares of
common stock to be issued to Cayman.                                            

Prior to the Hearing, Cayman had entered into voluntary liquidation under Cayman
law,  so that,  when  Cayman  entered  into the  Exchange  Agreement,  it was in
liquidation,  and  the  Exchange  Agreement  was the  means  by  which  Cayman's
Liquidators  sought and obtained  court approval for Cayman to receive shares of
the Common Stock of the Company in exchange for Cayman's  claims (then  totaling
$3,700,000.00)  against  the  Company,  pursuant  to  Section  3 (a) (10) of the
Securities Act of 1933, as amended. By virtue of a previous agreement (the "Loan
Agreement")  dated November 1, 2005,  entered into between the Company,  Cayman,
and Asset  Growth  Partners & Company,  LLC, a New York  limited  company  doing
business as "AGP & Company" ("AGP"),  the Company had received  $3,700,000.00 in
loans ("Past Loans") from Cayman.  The Loan Agreement  provides that, on demand,
the Company can require Cayman to make additional advances to the Company not to
exceed  $21,300,000.00  ("Future Loans"). The Company may obtain Future Loans so
as to be able to continue to implement its  re-organization  by integrating  the
operations of ITPLC into the Company's own business plan.                       

By virtue  of the fact that  Cayman  is now,  and will be, in  liquidation,  its
activities  with respect to the Loan Agreement (and the Exchange  Agreement) are
and will be conducted under the auspices of the Liquidation Proceedings. In that
connection,  in the Exchange Agreement the Liquidators  indicated that, assuming
the acquisition of ITPLC by the Company, then (a) as a result of the Past Loans,
the Company had already increased its shareholder value, and, as a result of the
Future Loans, and it was anticipated that the Company would continue to increase
its shareholder  value;  and (b) the Liquidators  believed that it would be fair
for, and in the best  interest of,  Cayman to exchange  both its Past and Future
Claims against the Company for equity in the Company,  namely,  shares of Common

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Stock of the Company with a view to obtaining the benefit of Section 3(a)(10) of
the Securities Act of 1933, as amended (the "Securities Act").                  

To that end, the Liquidators  proposed that during the term of the  Liquidation,
(a) that Past Claims of Cayman  (totaling  $3,700,000.00)  be exchanged for that
number of shares of Common  Stock of the Company as are obtained by dividing the
dollar amount of Past Claims by  $0.1737089,  so that Cayman would  exchange its
Past  Claims  against the Company  for  21,300,000  shares;  and (b) that Future
Claims of Cayman (up to  $21,300,000.00)  be exchanged for that number of shares
of Common Stock of the Company as are obtained by dividing the dollar  amount of
Future Claim(s) by no less than 30 % of the Bid price of the Company's Common as
reported on the Over the Counter Bulletin Board, or any exchange on which shares
of the Company's common stock are traded.                                       

Absent the  recommendation  of the Liquidators  that Cayman's Claims against the
Company for these Loans be exchanged  for Common Stock of the Company  (followed
by the approval of the Exchange Agreement by the Court), these Claims would have
had to have been repaid in cash, as per the Loan Agreement.                     

As noted above, on January 9 and 12, 2006, the Grand Court of the Cayman Islands
held a  Hearing  on the  application  of the  Liquidators  for  approval  of the
Exchange Agreement.  During the Hearing the Court took testimony, and during the
Hearing, the Court found and ordered                                            

(a) that the Court had subject matter and IN PERSONAM jurisdiction;             

(b) that all person(s),  namely, Cayman, to whom the Company proposed,  pursuant
to the Exchange  Agreement,  to issue shares of the Company's  Common Stock,  in
exchange for claims held by Cayman  against the Company,  received  lawful prior
notification  of, and the  opportunity to be heard at, such Hearing,  and Cayman
had  adequate  information  about the  proposed  exchange  so as to enable it to
exercise its rights in a meaningful way;                                        

(c) that the  Court  was  advised  prior to the  Hearing  that if the  terms and
conditions of the Exchange Agreement were approved,  the securities to be issued
by the Company, and to be received by Cayman pursuant to the Exchange Agreement,
namely,  shares of Common  Stock of the  Company,  would not be  required  to be
registered  under  the  Securities  Act of 1933,  as  amended,  by virtue of the
exemption  from  registration  set forth in Section 3 (a) (10) of the Securities
Act;                                                                            

(d) that the  Court  requested,  received,  and  declared  that it had  adequate
information  about the proposed exchange so as to be able to consider the matter
in a meaningful way; and                                                        

(e) that the terms of the Exchange Agreement by means of which the Company is to
issue,  and Cayman is to  receive,  at the  formulas  set forth in the  Exchange
Agreement,  shares of the Common  Stock of the Company in exchange for Cayman 's
Claims (Past and Future) against the Company are fair to Cayman.                

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After the Hearing, Cayman was provided with an opinion from Cayman Counsel which
reflected the foregoing.                                                        

ITEM 2...DESCRIPTION OF PROPERTY                                                

None.                                                                           

ITEM 3...LEGAL PROCEEDINGS                                                      

There are no pending  legal  proceedings  to which the  Company is a party or in
which any director,  officer or affiliate of the Company, any owner of record or
beneficially  of more than 5% of any class of voting  securities of the Company,
or security holder is a party adverse to the Company or has a material  interest
adverse to the Company. The Company's property is not the subject of any pending
legal proceedings.                                                              

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

There was no matter  submitted to a vote of security  holders  during the fourth
quarter of the fiscal year ended January 31, 2006.                              

 PART II

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

(a)   MARKET   INFORMATION.   The   Company's   common   stock   trades  on  the
Over-the-Counter-Bulletin-Board under the symbol GMOC.OB.                       

(b)   HOLDERS.  On May 8, 2006,  there were more than 1,500 holders of record of
the Company's common stock.                                                     

(c)  DIVIDENDS.  The Company has not declared or paid any cash  dividends on its
common  stock  nor does it  anticipate  paying  any in the  foreseeable  future.
Furthermore,  the Company  expects to retain any future  earnings to finance its
operations and expansion. The payment of cash dividends in the future will be at
the  discretion  of its Board of  Directors  and will depend  upon its  earnings
levels,  capital requirements,  any restrictive loan covenants and other factors
the Board considers relevant.                                                   

(d)  SECURITIES  AUTHORIZED FOR ISSUANCE UNDER EQUITY  COMPENSATION  PLANS.  The
Company does not have any equity compensation plans.                            

(e) RECENT SALES OF  UNREGISTERED  SECURITIES;  USE OF PROCEEDS FROM  REGISTERED
SECURITIES.                                                                     

Between  November 1, 2005 and December 2, 2005,  the Company raised an aggregate
of $2,000,000 by issuing  Promissory  Notes due January 15, 2006 (the  "Notes").

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For each $1 in principal of each Note  issued,  the holder of the Note  received
1/2 share of the  Company's  common stock;  an aggregate of 1,000,000  shares of
common stock was issued to the holders of the Notes.  There are no  registration
rights  associated with the common stock.  Interest  accrues on the Notes at the
rate of 8% per annum.  Although,  prior to December 15, 2005, the holders of the
Notes  had the right to  convert  their  Notes to shares of common  stock of the
Company  pursuant to an equity for debt formula to be  established,  none of the
Notes were  converted to shares of common stock.  In connection  with the loans,
the  Company  paid  commissions  of  $260,000,  legal fees of $25,000 and issued
300,000  shares of Common  Stock and  300,000  warrants  to third  parties.  The
exercise price of the warrants is $0.85 per share with a fair value of $0.88 and
expire  January 15,  2009.  The Company has  recorded  total debt issue costs of
$559,588, of which $285,000 was paid in cash, $264,000 pertains to the stock and
$10,588  pertains  to the  warrants.  The Notes and  common  stock  were  issued
pursuant to an  exemption  from  registration  pursuant  to Section  4(2) of the
Securities  Act of 1933, as amended.  Each investor  represented  to the Company
that it is an accredited  investor and that it purchased the  securities for its
own account not for distribution.                                               

(F) PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS      

None.                                                                           

ITEM 6.           PLAN OF OPERATION                                             

PLAN OF OPERATIONS                                                              

The Company had no operations  or revenues  during the fiscal year ended January
31, 2006.  Going forward,  the Company  intends to consummate the closing of its
acquisition  of  Internet  Telecommunications,   PLC,  an  English  corporation,
pursuant to the Share Exchange  Agreement,  dated January 13, 2006,  between the
Company, ITPLC, and Steven W. Bingaman.                                         

RESULTS OF OPERATIONS                                                           

Comparison  of the fiscal  year ended  January 31, 2006 to the fiscal year ended
January 31, 2005                                                                

The Company had no income for the fiscal years ended  January 31, 2006 and 2005.
The Company's  operating  expenses during the fiscal year ended January 31, 2006
amounted to $2,882,507. Such expenses consisted of consulting fees in the amount
of $1,247,500,  general and administrative expenses in the amount of $1,075,419,
and debt issuance costs of $559,588. The Company's operating expenses during the
fiscal year ended  January 31, 2005  amounted to  $4,152,067.  Such  decrease in
operating expenses between the fiscal year ended January 31, 2006 and that ended
January 31, 2005 was due  primarily to a decrease in general and  administrative
expenses.                                                                       

Comparison  of the fiscal  year ended  January 31, 2005 to the fiscal year ended
January 31, 2004                                                                

The Company had no income for the fiscal years ended  January 31, 2005 and 2004.
The Company's  operating  expenses during the fiscal year ended January 31, 2005

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increased to 4,152,067  from  $2,980,775  for the fiscal year ended  January 31,
2004. Such expenses consisted primarily of general and administrative fees.     

LIQUIDITY AND CAPITAL RESOURCES                                                 

The Company  incurred a net loss of $3,791,750  and $4,157,517  from  operations
during the years ended  January 31, 2006 and 2005,  respectively.  The Company's
current  liabilities  exceed its current  assets by  $3,337,971  and $198,890 at
January 31, 2006 and 2005, respectively.                                        

Between  November 1, 2005 and December 2, 2005,  the Company raised an aggregate
of $2,000,000 by issuing  Promissory  Notes due January 15, 2006 (the  "Notes").
For each $1 in principal of each Note  issued,  the holder of the Note  received
1/2 share of the  Company's  common stock;  an aggregate of 1,000,000  shares of
common stock was issued to the holders of the Notes.  There are no  registration
rights  associated with the common stock.  Interest  accrues on the Notes at the
rate of 8% per annum.  Although,  prior to December 15, 2005, the holders of the
Notes  had the right to  convert  their  Notes to shares of common  stock of the
Company  pursuant to an equity for debt formula to be  established,  none of the
Notes were  converted to shares of common stock.  Mercer Capital Inc. was paid a
commission  of 264,000 in cash,  300,000  shares of common  stock,  and  300,000
warrants at $.85 exercisable for 3 years.                                       

We are  currently  negotiating  with  Cayman  Lender,  Ltd.,  a  Cayman  Islands
corporation,  for working capital  advances to be provided to us in exchange for
shares of our common stock.                                                     

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 will  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.                                                                  

Our revenue is currently insufficient to cover our costs and expenses.  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.                                       

By adjusting our  operations  and  development  to the level of  capitalization,
management  believes we have 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.                                                            

OUR  INDEPENDENT  CERTIFIED  PUBLIC  ACCOUNTANTS  HAVE  STATED  IN THEIR  REPORT
INCLUDED IN THIS FORM  10-KSB,  THAT WE HAVE  INCURRED  OPERATING  LOSSES  SINCE
INCEPTION.  THESE  FACTORS  AMONG OTHERS MAY RAISE  SUBSTANTIAL  DOUBT ABOUT OUR

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ABILITY TO CONTINUE AS A GOING CONCERN.                                         

OFF-BALANCE SHEET ARRANGEMENTS                                                  

The Company has no off-balance sheet arrangements.                              

ITEM 7.   FINANCIAL STATEMENTS                                                  

The Financial Statements are set forth immediately preceding the signature page.

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

On  September  27,  2005,  the Company  received a copy of a letter from Russell
Bedford Stefanou Mirchandari LLP (the "Former Accountant") which was sent to the
Securities  and  Exchange   Commission   informing  the   Commission   that  the
relationship  between the Company and the Former Accountant had ceased. This was
the first  notification  received by the Company  regarding their termination as
the Company's  auditors,  so the decision was not  recommended  by the Company's
Board of Directors.                                                             

The reports of the Former  Accountant  on the financial  statements  for the two
fiscal years ended  January 31, 2005 and 2004  contained  no adverse  opinion or
disclaimer  of opinion,  and were not  qualified or modified as to  uncertainty,
audit  scope,  or  accounting  principles  except that the reports of the Former
Accountant for the above periods  included a  qualification  in which the Former
Accountant noted  substantial doubt about the Company's ability to continue as a
going concern. In addition, during Company's fiscal years ended January 31, 2005
and 2004 and through  September 20, 2005, there were no  disagreements  with the
Former  Accountant  on  any  matters  of  accounting  principles  or  practices,
financial  statement  disclosure,   or  auditing  scope  or  procedures,   which
disagreements,  if not resolved to the  satisfaction  of the Former  Accountant,
would  have  caused  it  to  make   reference  to  the  subject  matter  of  the
disagreements in connection with its reports.  None of the reportable events set
forth in Item  304(a)(1)(iv)(B)  of Regulation S-B occurred within the Company's
two fiscal years ended January 31, 2005 and 2004 nor through September 20, 2005.

On September 30, 2005, the Company retained Robison, Hill & Co. as its principal
independent  accountants.  The  decision  to  retain  Robison,  Hill  & Co.  was
recommended and approved by the Company's Board of Directors.                   

During the  Company's  two fiscal  years  ended  January  31,  2005 and 2004 and
through September 30, 2005:                                                     

(1) The  Company  did not  consult  Robison,  Hill & Co.  regarding  either  the
application  of  accounting  principles  to  a  specified  transaction,   either
completed  or proposed,  or the type of audit  opinion that might be rendered on
Company's financial statements;                                                 

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(2)  Neither a written  report nor oral  advice was  provided  to the Company by
Robison,  Hill & Co. that they concluded was an important  factor  considered by
the Company in reaching a decision as to the  accounting,  auditing or financial
reporting issue; and                                                            

(3) The Company did not consult  Robison,  Hill & Co.  regarding any matter that
was either the subject of a "disagreement"  (as defined in Item 304(a)(1)(iv) of
Regulation S-B and the related instructions) or any of the reportable events set
forth in Item 304(a)(1)(iv)(B) of Regulation S-B.                               

ITEM 8A. CONTROLS AND PROCEDURES                                                

Disclosure Controls and Procedures                                              

Based on an evaluation  under the supervision and with the  participation of the
Company's  management as of a date within the end of the period  covered by this
Annual Report on Form 10-KSB,  the Company's chief  executive  officer and chief
financial  officer has  concluded  that the  Company's  disclosure  controls and
procedures  (as defined in Rules  13a-14(c) and 15d-14(c)  under the  Securities
Exchange Act of 1934,  as amended (the  "Exchange  Act") are effective to ensure
that  information  required to be  disclosed  by the Company in reports  that it
files or submits under the Exchange Act is recorded,  processed,  summarized and
reported within the time periods specified in Securities and Exchange Commission
rules and forms.                                                                

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation. There were no significant deficiencies or material weaknesses,
and therefore there were no corrective actions taken. However, the design of any
system  of  controls  is  based  in part  upon  certain  assumptions  about  the
likelihood  of future  events and there is no  certainty  that any  design  will
succeed in achieving its stated goal under all potential future  considerations,
regardless of how remote.                                                       

Internal Controls Over Financial Reporting                                      

There  have  not  been any  changes  in the  Company's  internal  controls  over
financial  reporting  (as such term is defined in Rules  13a-15(f) and 15d-15(f)
under the Exchange Act) during the  Company's  most recent fiscal year that have
materially  affected,  or  are  reasonably  likely  to  materially  affect,  the
Company's internal controls over financial reporting.                           

ITEM 8B. OTHER INFORMATION                                                      

None.                                                                           

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PART III

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

         Set forth below are the names, ages and present  principal  occupations
or employment, and material occupations,  positions,  offices or employments for
the past five years of our current directors and executive officers.            

Name                  Age      Positions and Offices                            

Shmuel Shneibalg      35       Chief Executive Officer, Chief Financial         
              Officer, President, and Director

Mr.  Shmuel  Shneibalg  became the  President,  CEO,  CFO, and a Director of the
Company on  September  29,  2005.  Mr.  Shneibalg  has prior  experience  in the
construction and sales  businesses.  Since May 2001, Mr. Shneibalg has served as
the Vice President of Home Solutions  Health,  Inc., a public  consumer  product
company. From May 2001 until March 2005, Mr. Shneibalg served as Chairman, Chief
Executive  Officer,  Secretary  and Director of Safetek  International,  Inc., a
publicly  traded  company.  Since  November  2004,  Mr.  Shneibalg has also been
serving as a  director  and  officer of Global  General  Technologies,  Inc.,  a
publicly  traded  company.  He has not been affiliated with any company that has
filed for bankruptcy within the last five years.                                

The  director  of the  Company  has been  elected to serve until the next annual
meeting of stockholders  and until his successor has been elected and qualified.
Officers are appointed by the Board of Directors and serve at the  discretion of
the Board.  The Company is not aware of any  proceedings  to which the Company's
officer or director,  or any  associate  of any such  officer or director,  is a
party  adverse to the  Company  or any of the  Company's  subsidiaries  or has a
material interest adverse to it or any of its subsidiaries.                     

Audit Committee Financial Expert.                                               

The Board of Directors has not  established an audit committee and does not have
an audit committee  financial expert.  The Board is of the opinion that an audit
committee is not necessary since the Company has only one director,  and to date
such director has been performing the functions of an audit committee.          

Section 16(a) Beneficial Ownership Reporting Compliance.                        

Section  16(a) of the  Securities  Exchange  Act of 1934  requires  officers and
Directors  of the  Company  and  persons  who own  more  than ten  percent  of a
registered class of the Company's equity securities to file reports of ownership
and changes in their ownership with the Securities and Exchange Commission,  and
forward copies of such filings to the Company.  We believe,  based solely on our

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review of the copies of such forms and other written representations to us, that
during the fiscal year ended January 31, 2006,  all reporting  persons  complied
with all  applicable  Section  16(a)  filing  requirements,  except  that Sydney
Harland and Steven  Bingaman  did not file a Form 4 upon their  resignations  as
directors and officers of the Company.                                          

Code of Ethics.  The Company has not yet adopted a Code of Ethics because it has
only one director.                                                              

ITEM 10.  EXECUTIVE COMPENSATION                                                

(a)  SUMMARY  COMPENSATION.   The  following  table  presents  certain  specific
information regarding the compensation of our Chief Executive Officer during the
last three fiscal years.  Except as set forth below,  we have not paid any other
executive officer in excess of $100,000 (including salaries and benefits) during
the years ended January 31, 2006, 2005 or 2004.                                 

                                                        [Enlarge/Download Table]

------------------------------------------------------------------------------------------------------
                                     SUMMARY COMPENSATION TABLE                                       
------------------------------------------------------------------------------------------------------
                      ANNUAL COMPENSATION              LONG-TERM COMPENSATION                         
                      -------------------------------  -----------------------------------------------
                                                       AWARDS                 PAYOUTS                 
                                                       ---------------------  ---------               
                                                                  SECURITIES                          
                                                                  UNDER-                              
NAME AND    FISCAL                                     RESTRICTED LYING                      ALL OTHER
PRINCIPAL   YEAR                         OTHER ANNUAL  STOCK      OPTIONS/    LTIP           COMPEN-  
POSITION    COVERED   SALARY    BONUS    COMPENSATION  AWARD(S)   SARS        PAYOUTS        SATION   
                      ($)       ($)      ($)           (#)        (#)         ($)            ($)      

(A)         (B)       (C)       (D)        (E)         (F)        (G)         (H)        (I)          
------------------------------------------------------------------------------------------------------
                                                                                                      
Shmuel      2006      0         0        0             0          0           0          0            
Shneibalg(1)2005      0         0        0             0          0           0          0            
            2004      0         0        0             0          0           0          0            
------------------------------------------------------------------------------------------------------
Steven W.   2006      0         0        0             0          0           0          0            
Bingaman(2) 2005      0         0        0             0          0           0          0            
            2004      0         0        0             0          0           0          0            
------------------------------------------------------------------------------------------------------
Sydney A.   2006      0         0        0             $67,500(5) 0           0          0            
Harland(3)  2005      $207,750  0        0             0          $44,538     0          0            
            2004      $150,000  $22,500  $10,000(4)    0          0           0          80,400(6)    
------------------------------------------------------------------------------------------------------

(1) Mr.  Shneibalg has been serving as our President,  CEO, CFO, and director of
the Company since  September 29, 2005.                                          
(2) Mr. Bingaman served as our President, CEO, CFO, and director from August 11,
2005 until September 29, 2005.                                                  
(3) Mr. Harland served as our President, CEO, and CFO from May 1998 until August
11,  2005,  and as a  director  from May 1998  until  September  26,  2005.     
(4)  Automobile  allowance of $1,000 per month                                  
(5) 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.    
(6) Restructuring fee paid to Mr. Harland of $60,000 plus board of director fees
in the amount of $20,400                                                        

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(b) GRANTS OF STOCK OPTIONS AND STOCK  APPRECIATION  RIGHTS. No stock options or
stock  appreciation  rights were  granted to any of our  directors  or executive
officers during the fiscal year ended January 31, 2006.                         

(c) OPTION/ SAR EXERCISES. None of our directors or executive officers exercised
any stock  options or stock  appreciation  rights  during the fiscal  year ended
January 31, 2006,  and none of them holds  unexercised  stock options held as of
such date.                                                                      

(d) LONG TERM  INCENTIVE  PLAN AWARDS.  The Company has no  long-term  incentive
plans.                                                                          

(e)  COMPENSATION OF DIRECTORS.  In February 2005, the Company issued  3,000,000
shares of Series C Preferred  Stock with voting  rights of 500:1  versus  common
shares to Sydney A.  Harland in  exchange  for $67,500  management  compensation
accrued as of January 31, 2005. No other  compensation was paid to the Company's
directors during the fiscal year ended January 31, 2006.                        

(f) EMPLOYMENT CONTRACTS. There are no employment agreements between the Company
and any of its directors or executive officers.                                 

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT        

As of May 8, 2006, no person or entity known to our Company  beneficially  owned
more than 5% of our outstanding  common stock, and no director or officer of our
Company owned any shares of our common stock. Information relating to beneficial
ownership of common stock by our principal  shareholders and management is based
upon information furnished by each person using "beneficial  ownership" concepts
under the rules of the Securities and Exchange Commission.  Under these rules, a
person is deemed to be a  beneficial  owner of a security  if that person has or
shares  voting power,  which  includes the power to vote or direct the voting of
the security,  or investment  power,  which includes the power to vote or direct
the voting of the security.  The person is also deemed to be a beneficial  owner
of any security of which that person has a right to acquire beneficial ownership
within 60 days. Under the Securities and Exchange  Commission  rules,  more than
one person may be deemed to be a beneficial owner of the same securities,  and a
person may be deemed to be a beneficial  owner of  securities  as to which he or
she may not have any pecuniary beneficial interest.                             

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                       

On December 23,  2005,  the Company  redeemed all of its issued and  outstanding
shares of Series A Preferred  Stock and Series C Preferred  Stock by  purchasing
from  Appleby  Partners & Company,  LLC  2,500,000  shares of Series A Preferred
Stock and  3,000,000  shares  of  Series C  Preferred  Stock.  In  consideration
therefore,  the Company issued to Appleby  Partners & Company,  LLC a promissory
note, in the principal amount of $500,000.  Such promissory note was assigned by
Appleby Partners & Company, LLC to Cayman Lender, Ltd.                          

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In February  2005,  the Company  issued  3,000,000  shares of Series C Preferred
Stock with voting  rights of 500:1 versus  common shares to Sydney A. Harland in
exchange for $67,500 management compensation accrued as of January 31, 2005.    

ITEM 13.   EXHIBITS                                                             

NUMBER   DESCRIPTION                                          
------   -----------                                          
         2.1      Articles of Merger  filed with the Nevada  Secretary  of State
effective July 11, 2005(1)                  
         2.2      Articles of Merger filed with the New  Hampshire  Secretary of
State effective July 12, 2005(1)            
2.3      Plan of Merger(1)                                    
3.1      Articles of Incorporation(2)                         
         3.2      Certificate of Amendment to Articles of  Incorporation,  filed
                with the Nevada Secretary of State as of January 12, 2006(3)
3.3      Bylaws(2)                                            
         10.1     Share Exchange Agreement,  dated January 12, 2006, among Green
                  Mountain Capital, Inc., Internet  Telecommunications,  PLC and
            its stockholders, and Steven Bingaman and affiliates (3)
         10.2     Loan Agreement,  dated November 1, 2005,  among Green Mountain
                  Capital, Inc., Cayman Lender, Ltd. and Asset Growth Partners &
Company(3)                                  
         10.3     Exchange  Agreement,  dated  December  29,  2005,  among Green
      Mountain Capital, Inc. and Cayman Lender, Ltd. (3)
         31.1     Certification  of Principal  Executive and  Financial  Officer
         pursuant to Section 302 of the Sarbanes-Oxley Act (4)
         32.1     Certification pursuant to Section 906 of the Sarbanes-Oxley(4)

(1) Previously  filed with the Securities and Exchange  Commission as an exhibit
to the Current  Report on Form 8-K,  dated July 6, 2005,  filed on July 21, 2005
and incorporated herein by reference.                                           

(2) Previously filed with the Securities and Exchange Commission as Attachment C
to the  Information  Statement  on  Schedule  14C,  dated  March 18,  2005,  and
incorporated herein by reference.                                               

(3) Previously  filed with the Securities and Exchange  Commission as an exhibit
to the Current Report on Form 8-K, dated January 13, 2006,  filed on January 23,
2006 and incorporated herein by reference.                                      

(4) Filed herewith.                                                             

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES                                 

Russell Bedford Stefanou Mirchandari LLP served as our independent auditor until
September  27, 2005.  Robison,  Hill & Co. has been  serving as our  independent
auditor  since  September  30,  2005.  The  pre-approved  fees  billed  by  such
accountants to the Company are set forth below:                                 

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--------------------------------------------------------------------------------
                            Fiscal year ended          Fiscal year ended
                           January 31, 2006           January 31, 2005
--------------------------------------------------------------------------------
Audit Fees                      $4,400                              $57,500     
--------------------------------------------------------------------------------
Audit Related Fees              $0                                  $0          
--------------------------------------------------------------------------------
Tax Fees                        $0                                  $0          
--------------------------------------------------------------------------------
All Other Fees                  $0                                  $0          
--------------------------------------------------------------------------------

Our  Board  of  Directors  unanimously  approved  100% of the  fees  paid to the
principal  accountants  for  audit-related,  tax and  other  fees.  Our Board of
Directors  pre-approves  all non-audit  services to be performed by the auditor.
The  percentage of hours  expended on the principal  accountant's  engagement to
audit  our  financial  statements  for the most  recent  fiscal  year  that were
attributed to work  performed by persons  other than the principal  accountant's
full-time, permanent employees was 0%.                                          

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GREEN MOUNTIAN CAPITAL, INC.

 -:-

FINANCIAL STATEMENTS
 AND
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

 JANUARY 31, 2006 AND 2005

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GREEN MOUNTAIN CAPITAL, INC.

 INDEX TO FINANCIAL STATEMENTS

                                                        [Enlarge/Download Table]

                                                                                                          Page 
                                                                                                               
Report of Robison, Hill & Co., Independent Certified Public Accountants...................................F - 1

Consolidated Balance Sheets at January 31, 2006 and 2005..................................................F - 2

Consolidated Statements of Losses for the Years Ended January 31, 2006 and 2005...........................F - 3

Consolidated Statements of Stockholders' Equity (Deficiency)                                                   
for the Two Years Ended January 31, 2006..................................................................F - 4

Consolidated Statements of Cash Flows for the Years Ended January 31, 2006 and 2005, .....................F - 5

Notes to the Consolidated Financial Statements............................................................F - 6

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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors                                                       
Green Mountain Capital, Inc.                                                    

         We have audited the  accompanying  consolidated  balance sheet of Green
Mountain  Capital,  Inc. (the  Company) as of January 31, 2006,  and the related
consolidated statements of losses, (deficiency) in stockholders' equity and cash
flows for the year ended January 31, 2006.  These  financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  financial  statements  based  on our  audit.  The  financial
statements of Green Mountain Capital,  Inc. as of January 31, 2005, were audited
by other  auditors  whose  report  dated  April 18,  2005,  on those  statements
included an  explanatory  paragraph  referring to the matters in note K of those
financial  statements and indicating that these matters raised substantial doubt
about the Company's ability to continue as a going concern.                     

         We conducted our audit in  accordance  with the 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 financial  statements  are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audit provides a reasonable basis for our opinion.                              

         In our opinion,  the  financial  statements  referred to above  present
fairly, in all material respects,  the consolidated  financial position of Green
Mountain  Capital,  Inc.  as of  January  31,  2006  and the  results  of  their
operations  and their  cash  flows for the year then  ended in  conformity  with
accounting principles generally accepted in the United States of America.       

         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 its ability to continue as a going concern. Management's
plans in regard to these  matters are also  described  in Note K. The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.                                                               

                                              Respectfully submitted

                                               /s/ Robison, Hill & Co.
                                                    ----------------------------
                                                    Certified Public Accountants

Salt Lake City, Utah                                                            
April 27, 2006                                                                  

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GREEN MOUNTAIN CAPITAL, INC.
 CONSOLIDATED BALANCE SHEETS

                                                        [Enlarge/Download Table]

                                                                            January 31,          January 31,    
                                                                               2006                 2005        
                                                                         ------------------   ------------------
                                  ASSETS                                                                        
                                                                                                                
Current Assets:                                                         $                -   $                - 
                                                                         ------------------   ------------------
     Total Current Assets                                                                -                    - 

Other Assets:                                                                                                   
  Investment Advance                                                             1,270,000                    - 
  Invest in Joint Venture                                                                -              586,629 
  Other                                                                                  -                  646 
                                                                         ------------------   ------------------

Total Assets                                                            $        1,270,000   $          587,275 
                                                                         ==================   ==================

                   LIABILITIES AND STOCKHOLDERS' EQUITY                                                         
Current Liabilities:                                                                                            
  Cash Disbursed in excess of available balance                         $                -   $              640 
  Trade accounts payable and accrued expenses                                       43,000               73,100 
  Accrued management compensation                                                        -              125,150 
  Notes Payable                                                                  3,294,971                    - 
                                                                         ------------------   ------------------
     Total Current Liabilities                                                   3,337,971              198,890 
                                                                         ------------------   ------------------

Stockholders' Equity:                                                                                           
  Preferred stock - $0.0001 par value;  250,000,000  shares authorized                                          
          Series A; -0- and 2,500,000 shares issued and outstanding                                             
               January 31,2006  and Janaury 31,2005.                                     -                  250 
          Series B ; -0- and 100 shares issued and outstanding                                                  
               January 31, 2006 and January 31, 2005.                                    -                  100 
          Series C; 0 and 0 shares issued and outstanding                                                       
               January 31, 2006 and January 31, 2005.                                                           
     Common stock - $0.0001 par value; 10,000,000,000                                    -                    - 
          shares authorized; 4,899,807 and 600,755 shares                                                       
          shares outstanding January 31, 2006 and 2005 respectively                    490                   60 
     Additional paid-in capital                                                 14,351,338           13,023,580 
     Subscription Receivable                                                             -               (7,556)
     Accumulated deficit                                                       (16,419,799)         (12,628,049)

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

     Total Stockholders' Equity (Deficit)                                      (2,067,971)              388,385 
                                                                         ------------------   ------------------

Total Liabilities and Stockholders' Equity                              $        1,270,000   $          587,275 
                                                                         ==================   ==================

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

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GREEN MOUNTAIN CAPITAL, INC.
 CONSOLIDATED STATEMENTS OF LOSSES

                                                        [Enlarge/Download Table]

                                                     For the             For the      
                                                    Year Ended          Year Ended    
                                                   January 31,         January 31,    
                                                       2006                2005       
                                                 -----------------   -----------------

                                                                                      
Sales                                           $               -   $               - 
                                                 -----------------   -----------------

Operating Expenses                                                                    
     Consulting                                         1,247,500              55,950 
     General & Administrative                           1,075,419           4,096,117 
     Debt issuance costs                                  559,588                   - 
                                                 -----------------   -----------------
Total Operating Expenses                                2,882,507           4,152,067 
                                                 -----------------   -----------------

Other Income (Expense)                                                                
     Interest Expense                                    (909,243)                  - 
     Share of loss in unconsolidated affiliate                  -              (5,450)
                                                 -----------------   -----------------
Total Other Income (Expense)                             (909,243)                  - 

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

 Net Income (Loss)                                     (3,791,750)         (4,157,517)
                                                 =================   =================

Basic and Diluted Income (Loss) Per Share       $           (4.13)  $          (74.85)
                                                 =================   =================

Weighted Average Number of Common Shares                                              
Used in Per Share Calculation                             918,947              55,547 
                                                 =================   =================

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

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GREEN MOUNTAIN CAPITAL, INC.
CONSOLIDATED STATEMENT OF DEFICIENCY IN STOCKHOLDERS' EQUITY
FOR THE TWO YEARS ENDED JANUARY 31, 2006

                                                        [Enlarge/Download Table]

                                                                          Additional                                               
                                        Preferred           Common          Paid-in      Subscription   Accumulated                
                                   Shares     Amount    Shares   Amount     Capital       Receivable      Deficit         Total    
                                 -----------  ------  ----------  -----  --------------  -------------  -------------  ------------
                                                                                                                                   
Balance at January 31, 2004                                                                                                        
  As restated for reverse split   2,500,000   $ 250           4   $  1   $   7,828,389   $    (17,534)  $ (8,470,532)  $  (659,426)
Common issued for Consulting              -       -       7,029      1          55,949              -              -        55,950 
Preferred B issued as             1,000,000     100           -      -       1,999,900              -              -     2,000,000 
Compensation                                                                                                                       
Common issued under ESIP                  -       -     593,722     58       2,796,342          9,978              -     2,806,378 
Accrued management Compensation                                                                                                    
  Capitalized                             -       -           -      -         343,000              -              -       343,000 
Net Loss                                  -       -           -      -               -              -     (4,157,517)   (4,157,517)
                                 -----------  ------  ----------  -----  --------------  -------------  -------------  ------------

Balance at January 31, 2005                                                                                                        
  As restated for reverse split                                                                                                    
                                  3,500,000     350     600,755     60      13,023,580         (7,556)   (12,628,049)       388,385
Fractional Shares from reverse            -       -         719      -               -              -              -             - 
split                                                                                                                              
Common issued under ESIP                                                        59,636                                             
                                          -       -     298,333     30                          7,556              -        67,222 
Preferred C issed as                                                                                                               
Compensation                      3,000,000     300           -      -         149,700              -              -       150,000 
Preferred B Exchanged for Joint                                                                                                    
  Venture and Canceled           (1,000,000)   (100)          -      -               -              -              -          (100)
Preferred A & C Repurchased and                                                                                                    
  Canceled                       (5,500,000)   (550)          -      -        (499,450)             -              -      (500,000)
Common issued for Consulting                            200,000     20                                                             
                                          -       -                             39,980              -              -        40,000 
Common issued for Issuance Costs                        300,000     30                                                             
                                          -       -                            263,970              -              -       264,000 
Common issued for Incentive                           1,000,000    100                                                     880,000 
Shares                                    -       -                            879,900              -              -               
Common issued for Debt                                2,500,000    250                                                             
                                          -       -                            434,022              -              -       434,272 
Net Loss                                                                                                                           
                                          -       -           -      -               -              -     (3,791,750)   (3,791,750)
                                 -----------  ------  ----------  -----  --------------  -------------  -------------  ------------

Balance at January 31, 2006               -   $   -   4,899,807   $490   $  14,351,338   $          -   $(16,419,799)  $(2,067,971)
                                 ===========  ======  ==========  =====  ==============  =============  =============  ============

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

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                                  GREEN MOUNTAIN CAPITAL, INC.
                                   CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                        [Enlarge/Download Table]

                                                                           For the              For the       
                                                                         Year Ended            Year Ended     
                                                                         January 31,          January 31,     
                                                                            2006                  2005        
                                                                     -----------------   -------------------- 
                                                                                                              
Cash Flows From Operating Activities                                                                          
Net loss                                                             $      (3,791,750)  $         (4,157,517)
Adjustments to reconcile net loss to net cash                                                                 
  used in operating activities:                                                                               
       Interest expense                                                        909,243                      - 
       Debt issuance costs                                                     274,588                      - 
       Valuation allowance against investment                                  530,029                 16,921 
       Share of loss in unconsolidated affiliate                                     -                  5,450 
       Professional fees settled with stock                                     40,000                 56,050 
       Employee compensation settled with stock                                      -              1,324,916 
       Preferred stock issued as compensation                                  181,043              2,000,000 
Changes in Assets and Liabilities                                                                             
     Decrease in other current assets                                                -                  5,000 
     Increase (decrease)in bank overdraft                                         (640)                   640 
     Decrease in accounts payable and accrued expenses                        (165,192)              (218,550)
                                                                     -----------------   -------------------- 
Net cash used in operating activities                                       (2,022,679)              (967,090)
                                                                     -----------------   -------------------- 

Cash Flows from Investing Activities                                                                          
Investment in joint venture                                                     56,500                      - 
Payments for investments-net                                                (1,270,000)              (609,000 
                                                                     -----------------   -------------------- 
Net cash provided by (used in) investing activities                         (1,213,500)              (609,000 
                                                                     -----------------   -------------------- 

Cash Flows from Financing Activities                                                                          
Proceeds for the sale of common stock                                           36,179              1,481,362 
Proceeds from Notes payable                                                  3,200,000                      - 
                                                                     -----------------   -------------------- 
Net cash provided by (used in) financing activities                          3,236,179              1,481,362 
                                                                     -----------------   -------------------- 

Net Increase/(Decrease) In Cash                                                      -                (94,728)
Cash at Beginning of Period                                                          -                 94,728 
                                                                     -----------------   -------------------- 
Cash at End of Period                                                $               -   $                  - 
                                                                     =================   ==================== 

Supplemental Disclosure of Cash Flow Information                                                              
Cash paid for income taxes                                           $               -   $                  - 
Cash paid for interest                                               $               -   $                  - 

Supplemental Schedule of Noncash Investing and Financing Activities                                           
Common stock for services                                                       40,000                 56,050 
Compensation settled in common stock                                            31,043              1,324,916 
Common stock issued for Debt issuance costs                                    274,588                      - 
Preferred stock issued as compensation                                                              2,000,000 
                                                                               150,000                        
Notes issued for repurchase of preferred stock                                 500,000                      - 
Valuation allowance against investment                                         530,029                 16,921 
Share of loss in unconsolidated affiliate                                            -                  5,450 
Accrued management compensation capitalized                                          -                343,000 

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

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GREEN MOUNTAIN CAPITAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 JANUARY 31, 2006 AND 2005

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.  Prior to
the August 11,  2005 change of control,  The company  exchanged  with the former
chief executive  2,500,000 shares of Preferred Stock Series B for the shares VMC
owned by the Company.                                                           

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 30, 2004. As
a result, the Company's stock symbol changed to GMCI.                           

In March 2005, the consenting shareholders approved the merger of Green Mountain
Capital,  Inc.,  a New  Hampshire  corporation,  with  and into  Green  Mountain
Capital,  Inc. a newly formed  Nevada  corporation,  approved an increase in the
authorized capital stock to 10,250,000,000,  consisting of 10,000,000,000 shares
of  common  stock,  par value  $0.0001  per  share,  and  250,000,000  shares of
preferred stock, par value $0.0001 per share, under the article of incorporation
of Green Mountain  Capital,  Inc.(Nevada) and granted the authority of the board
of directors to implement a reverse stock split of the common stock of one share
for every 1,000  common  shares.  This reverse  stock split became  effective on
January 11, 2006.  Accordingly,  all historical  weighted  average share and per
share amounts have been restated to reflect the reverse stock split.            

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Liquidity                                                                       

As shown in the accompanying  financial  statements,  the Company incurred a net
loss of $3,791,750 and $4,157,517 from operations during the years ended January
31, 2006 and 2005,  respectively.  The Company's current  liabilities exceed its
current  assets  by  $3,337,971  and  $198,890  at  January  31,  2006 and 2005,
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 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,  there  would  have been no
change in the  Company's  net loss and  losses  per share  during the year ended
January 31, 2005                                                                

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.          

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

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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, 2006 and 2005.                                                              

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,
2006 and 2005, common stock equivalents are not considered in the 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

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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.                            

Financial Instruments                                                           

The carrying amounts reported in the accompanying financial statements for cash,
trade  accounts  payable,  advances,  and notes payable  approximate  their fair
values  because of the  immediate or short-term  maturities  of these  financial
instruments.                                                                    

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  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-sharing
transactions.  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,

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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 implemented the revised standard in
the third quarter of fiscal year 2005. The adoption of this revised standard did
not materially  impact the Company's results of operations during the year ended
January 31, 2006.                                                               

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. (Needs to be updated)                                 

NOTE B - ACQUISITIONS AND INVESTMENT                                            

During the year ended  January 31,  2006,  the company  advanced  $1,270,000  to
Internet Telecommunications, PLC, based in London, England. On January 13, 2006,
the company executed a Share Exchange  Agreement (the "Agreement") with Internet
Telecommunications,  PLC, an English corporation ("ITPLC"),  the stockholders of
ITPLC.  Pursuant to the  Agreement,  at closing GMCI will acquire all of ITPLC's
issued and  outstanding  shares of common stock in exchange for shares of common
stock and warrants of GMCI.  At the  closing,  the  stockholders  of ITPLC shall
exchange  their shares of ITPLC's common stock for (a) 22.5 million newly issued
restricted shares of common stock of GMCI and (b) 3.2 million warrants,  each of
which shall allow the holder  thereto to purchase  one share of common  stock of
GMCI at a purchase  price of $1.00,  exercisable  prior to January 10, 2011.  In
addition,  GMCI,  prior to or at the closing will invest into ITPLC an aggregate
of $3,000,000,  less all amounts  previously loaned to ITPLC, and less financing
costs of up to 13%.                                                             

The Agreement may be  terminated  at any time prior to the  consummation  of the
closing by the company or by the ITPLC  stockholders,  if (a) the closing  shall
not have been  consummated  on or before April 13, 2006 or (b) if either party's
due diligence  investigation  indicates that any of the information provided for
in the  Agreement  or in any of the  information  provided by the other party is
inaccurate,  incomplete  or  untrue  in  any  way,  or  if  such  due  diligence
investigation reveals any facts, circumstances,  liabilities or conditions that,
in such party's  discretion,  may adversely affect the value or prospects of the
other party or that may expose the other party to any liability  not  heretofore
fully  disclosed.  In  addition,  the  closing  is  subject,  including  without
limitation,  to the following conditions:  (a) prior to the closing, the company
will have caused to be invested in GMCI an  aggregate  of  $3,000,000,  less all
amounts  previously  loaned to ITPLC, and less financing costs of up to 13%; (b)
GMCI shall have received from ITPLC  historical  financial  statements and other
information  about  ITPLC as required to be included in a Form 8-K/A to be filed
by GMCI with the United States Securities and Exchange  Commission in connection
with the closing,  all in form and content  satisfying the  requirements  of the
SEC; and (c) all other documents requested by GMCI shall have been delivered.   

NOTE C - 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, 2006, the Company has issued and
outstanding 4,899,807 shares of common stock. Also, the Company is authorized to
issue 250,000,000 shares of preferred stock with $0.0001 par value per share. As
of January 31, 2006 and 2005,  the Company has issued and  outstanding  0 shares
and  2,500,000  shares of preferred  stock series A  respectively,  0 shares and
1,000,000 shares of preferred stock series B,  respectively,  and 0 shares and 0
shares of preferred stock series C, respectively.                               

In January  2006,  the Company  completed a reverse stock split of the Company's
common  stock of 1 for  1,000  common  shares.  All  numbers,  in the  financial
statements and notes to the financial  statements  have been adjusted to reflect
the stock split for all periods presented.                                      

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Common Stock                                                                    

During the year ended January 31, 2005, the Company issued an aggregate of 7,029
shares of common  stock 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  593,722  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.                                               

During the the quarter ended April 30, 2005, the Company issued an aggretgate of
298,333 shares of Common Stock to employees uner the Employee Stock Compensation
Plan in  exchange  for  $36,179.  The Company  has  recorded  $8,950 as employee
compensation  expenses for the difference  between the market value of the stock
on the dates of issuance and the amount actually received by the Company.       

In reliance upon the exemption from registration set forth in Section 3 (a) (10)
of the Securities Act of 1933, as amended,  GMCI issued  2,500,000 shares of its
common  stock to Cayman  Lender,  Ltd.,  a Cayman  Islands  exempted  company in
voluntary  liquidation  ("Cayman"),  in exchange for $434,272 in Cayman's claims
against GMCI pursuant to the terms of an agreement  (the  "Exchange  Agreement")
entered into between GMCI and Cayman in Voluntary Liquidation.  On January 9 and
12,  2006,  the  Grand  Court  of  the  Cayman  Islands  held a  Hearing  on the
application of the Liquidators for approval of the Exchange  Agreement,  and the
Court approved the terms of the Exchange  Agreement and found them to be fair to
Cayman.  Absent an order  from the  Court  approving  the terms of the  Exchange
Agreement  and  declaring  them to be fair to Cayman  (the entity to receive the
subject  securities)  there  would  have  been no basis  for  reliance  upon the
exemption  set forth in Section 3 (a) (10) for the  issuance of shares of common
stock to be issued to  Cayman.  By virtue of a  previous  agreement  (the  "Loan
Agreement") dated November 1, 2005,  entered into between GMCI and Cayman,  GMCI
has received  $3,700,000.00  in loans ("Loans") from Cayman.  The Loan Agreement
provides that, on demand, GMCI can require Cayman to make additional advances to
GMCI not to exceed $21,300,000.00 ("Future Loans"). GMCI may obtain Future Loans
so as to be able to continue to implement its re-organization by integrating the
operations  of ITPLC into  GMCI's own  business  plan.  In  connection  with the
$3,700,000  in loans,  the Company  issued  300,000  shares of Common  Stock and
300,000  warrants to third parties.  The exercise price of the warrants is $0.85
per share with a fair value of $0.88 and expire  Janaury 15,  2009.  The Company
has recorded  total debt issue costs of $274,588 of which  $264,000  pertains to
the stock and $10,588 pertains to the warrants.                                 

As part of a bridge  financing,  the Company agreed to issue 1,000,000 shares of
the  company' s common  stock.  The Company  has  recorded  interest  expense of
$880,000 in connection with the issuance of these shares.                       

The Company issued 200,000 shares in connection with a consulting agreement with
third parties. The Company recorded consulting expense of $40,000 for difference
between the market  value of the stock on the dates of  issuance  and the amount
actually  received  by the  Company in  connection  with the  issuance  of these
shares.                                                                         

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.  The
outstanding  Series A  preferred  shares  were  repurchased  by the  Company  on
December  30, 2005 along with the  outstanding  Series C preferred  shares for a
note of $500,000. No is no Series A preferred stock outstanding.                

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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.
Prior to the August 11, 2005 change of control,  The company  exchanged with the
former chief  executive  2,500,000  shares of  Preferred  Stock Series B for the
shares  VMC  owned  by  the  Company.  There  is no  Series  B  preferred  stock
outstanding.                                                                    

Preferred Stock Series C                                                        

In February 2005, The Board of Director authorized and issued Series C preferred
stock to the former chief executive for  compensation of $150,000.  The Series C
Preferred  Stock is  nonconvertible  and entitles the holder to 500 votes of the
common stock of the Registrant on all matters brought before the stockholders of
the Company.  The outstanding  Series C preferred shares were repurchased by the
Company on  December  30,  2005 along with the  outstanding  Series A  preferred
shares for a note of $500,000. There is no Series C preferred stock outstanding.

NOTE E - RELATED PARTY TRANSACTIONS                                             

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.     

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.                       

In February 2005, The Board of Director authorized and issued Series C preferred
stock the former chief  executive  for  compensation  of $150,000.  The Series C
Preferred  Stock is  nonconvertible  and entitles the holder to 500 votes of the
common stock of the Registrant on all matters brought before the stockholders of
the Company.                                                                    

On August 11,  2005,  Appleby  Partners & Company,  LLC  ("Appleby")  became the
controlling  shareholder  of Green Mountain  Capital Inc., a Nevada  corporation
(the  "Registrant") by purchasing from Sydney A. Harland  ("Harland") all of the
2,500,000 issued and outstanding  shares of the Series A preferred stock and all
of the 3,000,000  issued and  outstanding  shares of Series C preferred stock of

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the Registrant  pursuant to the terms of a Stock Purchase  Agreement (the "Stock
Purchase Agreement") entered into between Appleby and Harland.                  

Prior to the August 11, 2005 change of control,  the company  exchanged with the
former chief executive 2,500,000                                                

shares of Preferred Stock Series B for the shares VMC owned by the Company.     

On  November  5,  2005,  the  Company  borrowed  $1,200,000  from  Cayman to pay
consulting  fees to AGP &  Company.  AGP owns  Cayman and  neither  enity or its
principals are an affiliate of the Company.                                     

On December  30,  2005,  the Board of  Directors  approved  the  purchase of the
outstanding Series A & C preferred stock for a $500,000 note.                   

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, 2006, the Company has available for federal income
tax purposes a net  operating  loss carry  forward of  approximately  $8,884,000
expiring in the year 2023, 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,  2006 and 2005 are as
follows:                                                                        

                                   January 31,           January 31,
                                  2006                  2005
                                    ------------------    ------------------

Net operating loss carryforwards    $         3,109,400   $         2,275,000   
Less valuation allowance                    (3,109,400)           (2,275,000)   
                                    ------------------    ------------------
Deferred income tax assets          $                 -   $                 -   
                                    ==================    ==================

The  valuation  allowance  increased  $834,400 and  $1,242,500  in 2006 abd 2005
respectively.  Due to the uncertainty with respect to ultimate realization,  the
Company  has  established  a valuation  allowance  for all  deferred  income tax
assets.                                                                         

The  provision  for income  taxes  differs  from the amount  computed  using the
federal US statutory income tax rate as follows:                                

                                                        [Enlarge/Download Table]

                                                  January 31,         January 31,    
                                                     2006                2005        
                                               ------------------  ------------------
                                                                                     
Provision (Benefit) at US Statutory Rate          $  (1,327,000)      $  (1,455,000) 
Net Operating Losses                                                                 
Non-Deductible Expenses and other adjustments            492,600             212,500 
                                               ------------------  ------------------
Increase (Decrease) in Valuation Allowance               834,400           1,242,500 
                                               ------------------  ------------------
                                                  $            -      $            - 
                                               ==================  ==================

The Company evaluates its valuation  allowance  requirements  based on projected
future operations. When circumstances change and causes a change in management's
judgment  about the  recoverability  of deferred  tax assets,  the impact of the
change on the valuation is reflected in current income.                         

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

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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.                                                   

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 issued 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.         

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As part of the compensation paid for the $2,000,000 bridge financing the Company
has agreed to pay placement  agent 300,000 common stock  purchase  warrants that
are  exercisable  at $.85 per share and have a three  year term.  The  following
table sets forth common share  purchase  warrants  outstanding as of January 31,
2006:                                                                           

                                        Warrants
                                         Outstanding
                                          ----------------
Balance, January 31, 2005                                          -            
Warrants granted                                             300,000            
                                          ----------------
Balance, January 31, 2006                                    300,000            
                                          ================

The following  table lists the common share warrants  outstanding at January 31,
2006. Each warrant is exchangeable for one common share.                        

                                                        [Enlarge/Download Table]

                                                Weighted                                              
                                                Average          Number                               
  Number Outstanding         Exercise         Contractual      Currently             Exercise         
                               Price           Remaining      Exercisable             Price           
                                              Life (years)                                            
----------------------- -------------------- --------------- --------------- -------------------------
                                                                                                      
       300,000                $ 0.85             2.96               300,000           $ 0.85          

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, 2006
and 2005 was $0 and $2,050,  respectively  and was charged to  operations in the
period incurred. The Company has no lease commitments as of January 31, 2006    

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.  The company  terminated its arrangement  with Mr. Harland in July 2005.
The Company has no employment contracts outstanding.                            

CONVERTIBLE NOTES PAYABLE                                                       

Between  November 1, 2005 and December 2, 2005,  the Company raised an aggregate
of $2,000,000 by issuing Promissory Notes to Cayman Lender, Ltd. due January 15,

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2005 (the "Notes").  For each $1 in principal of each Note issued, the holder of
the Note  received  1/2 share of the  Company's  common  stock;  an aggregate of
1,000,000  shares of common stock was issued to the holders of the Notes.  There
are no registration rights associated with the common stock. Interest accrues on
the Notes at the rate of 8% per annum. Although, prior to December 15, 2005, the
holders  of the Notes had the right to convert  their  Notes to shares of common
stock of the Company  pursuant to an equity for debt formula to be  established,
none of the Notes were converted to shares of common stock.                     

On November 5, 2005, the Company borrowed $1,200,000 from Cayman Lender, Ltd. to
pay consulting fees to AGP & Company.                                           

On December  23,  2005,  the Company  redeemed  all of its all of its issued and
outstanding  shares of Series A Preferred  Stock and Series C Preferred Stock by
purchasing  from Appleby  Partners & Company,  LLC 2,500,000  shares of Series A
Preferred  Stock  and  3,000,000   shares  of  Series  C  Preferred   Stock.  In
consideration  therefor, the Company issued to Appleby Partners & Company, LLC a
promissory note, in the principal  amount of $500,000.  Such promissory note was
assigned by Appleby Partners & Company, LLC to Cayman Lender, Ltd.              

In reliance upon the exemption from registration set forth in Section 3 (a) (10)
of the Securities Act of 1933, as amended,  GMCI issued  2,500,000 shares of its
common  stock to Cayman  Lender,  Ltd.,  a Cayman  Islands  exempted  company in
voluntary  liquidation  ("Cayman"),  in exchange for $434,272 in Cayman's claims
against GMCI pursuant to the terms of an agreement  (the  "Exchange  Agreement")
entered into between GMCI and Cayman in Voluntary Liquidation.  On January 9 and
12,  2006,  the  Grand  Court  of  the  Cayman  Islands  held a  Hearing  on the
application of the Liquidators for approval of the Exchange  Agreement,  and the
Court approved the terms of the Exchange  Agreement and found them to be fair to
Cayman.  Absent an order  from the  Court  approving  the terms of the  Exchange
Agreement  and  declaring  them to be fair to Cayman  (the entity to receive the
subject  securities)  there  would  have  been no basis  for  reliance  upon the
exemption  set forth in Section 3 (a) (10) for the  issuance of shares of common
stock to be issued to  Cayman.  By virtue of a  previous  agreement  (the  "Loan
Agreement") dated November 1, 2005,  entered into between GMCI and Cayman,  GMCI
has received  $3,700,000.00  in loans ("Loans") from Cayman.  The Loan Agreement
provides that, on demand, GMCI can require Cayman to make additional advances to
GMCI not to exceed $21,300,000.00 ("Future Loans"). GMCI may obtain Future Loans
so as to be able to continue to implement its re-organization by integrating the
operations  of ITPLC into  GMCI's own  business  plan.  In  connection  with the
$3,700,000 in loans,  the Company paid  commissions  of $260,000,  legal fees of
$25,000 and issued 300,000 shares of Common Stock and 300,000  warrants to third
parties. The exercise price of the warrants is $0.85 per share with a fair value
of $0.88 and expire  Janaury 15, 2009. The Company has recorded total debt issue
costs of $559,588,  of which $285,000 was paid in cash, $264,000 pertains to the
stock and $10,588 pertains to the warrants.  As of January 31, 2006, the Company
owes Caymen  $3,294,971,  consiting of  $3,265,728  of principal  and $29,243 in
interest at 8%.                                                                 

Notes payable as of the balance sheet dates consisted of the following:         

                                                        [Enlarge/Download Table]

                                                       January 31,           January 31,     
                                                           2006                  2005        
                                                    -------------------   -------------------
                                                                                             
Cayman Lender, Ltd.                                                                          
  Due on demand, including interest                                                          
  at 8.00%, unsecured, convertible at $0.1737089  $          3,294,971   $                 - 
                                                    ===================   ===================

During February and March 2006, the Company exchanged  $1,517,947 of these notes
for 8,738,455 of common stock at $0.1737089 per share.                          

NOTE I - LICENSE AGREEMENT                                                      

The Company has no licenses agreements outstanding.                             

NOTE J- MAJOR CUSTOMERS                                                         

The Company has no major customers.                                             

F - 16

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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,  2006 and 2005,  the
Company  incurred net losses of $3,791,750 and $4,157,517,  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.  The Company  needs to obtain
additional  financing  to fund  payment of  obligations  and to provide  working
capital for operations. Management is seeking additional financing.             

On January  13,  2006,  the company  executed a Share  Exchange  Agreement  (the
"Agreement")  with  Internet  Telecommunications,  PLC,  an English  corporation
("ITPLC"), the stockholders of ITPLC. Pursuant to the Agreement, at closing GMCI
will  acquire all of ITPLC's  issued and  outstanding  shares of common stock in
exchange for shares of common stock and  warrants of GMCI.  At the closing,  the
stockholders  of ITPLC shall  exchange  their shares of ITPLC's common stock for
(a) 22.5 million newly issued  restricted shares of common stock of GMCI and (b)
3.2 million  warrants,  each of which shall allow the holder thereto to purchase
one  share of common  stock of GMCI at a  purchase  price of $1.00,  exercisable
prior to January 10, 2011.  In addition,  GMCI,  prior to or at the closing will
invest into ITPLC an aggregate of $3,000,000, less all amounts previously loaned
to ITPLC,  and less  financing  costs of up to 13%.  Management  believes  these
efforts will generate  sufficient  cash flows from future  operations to pay the
Company's  obligations and working capital needs. There is no assurance that the
ITPLC  transaction  will  close.  The  financial  statements  do not include any
adjustments  relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might result should
the Company be unable to continue as a going concern.                           

NOTE L - SUBSEQUENT EVENTS                                                      

The Company during February and March 2006,  exchanged  $1,517,947 of claims for
8,738,455 of common stock at $0.1737089 per share.                              

F - 17

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SIGNATURE PAGE

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

                        GREEN MOUNTAIN CAPITAL, INC.

Dated:  May 8, 2006                                                             
                          By:       /s/ Shmuel Shneibalg
                                            ------------------------------
                     Name:    Shmuel Shneibalg
                             Title:   Chief Executive Officer,
                                        President, Chief Financial
                                   Officer, and Director

17

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10KSB’ Filing		Date		First		Last			Other Filings
		1/10/11		8		38
		1/15/09		11
		4/1/08		33		36
Filed as of:		5/10/06
Filed on:		5/9/06		2
		5/8/06		10		39
		5/7/06		2
		4/27/06		22
		4/13/06		7		31
For Period End:		1/31/06		1		38			NT 10-K
		1/23/06		18					8-K
		1/15/06		10		12
		1/13/06		7		38			8-K
		1/12/06		5		18
		1/11/06		27
		12/30/05		5		34
		12/29/05		18
		12/23/05		17		37
		12/15/05		11		37			NT 10-Q
		12/2/05		10		36
		11/5/05		34		37
		11/1/05		8		37
		9/30/05		13		18			8-K
		9/29/05		5		16			3
		9/27/05		13		18
		9/26/05		5		16			8-K
		9/20/05		13					10QSB
		8/11/05		4		34			3,  8-K
		7/21/05		4		18			4,  8-K
		7/12/05		4		18
		7/11/05		18
		7/6/05		18					4,  8-K
		6/15/05		30		31
		4/30/05		32					10QSB,  NT 10-Q
		4/18/05		22
		3/18/05		4		18			DEF 14C,  PRE 14C
		1/31/05		11		38			10KSB,  NT 10-K
		12/16/04		30		31
		9/30/04		4		27
		6/21/04		27
		4/1/04		33		36
		3/23/04		27					DEF 14A,  PRE 14A
		1/31/04		11		25			10KSB
		10/20/03		35
		8/1/03		35					S-8
		3/26/03		27
		5/4/98		27
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