UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB

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

                   For the fiscal year ended December 31, 2003
                                             -----------------

                         Commission File Number: 0-18689
                                                 -------

         New Mountaintop Corporation (formerly Mountaintop Corporation)
         --------------------------------------------------------------
       (Exact name of small business issuer as specified in its charter)

                 Delaware                                06-1238435
                 --------                                ----------
      (State or other jurisdiction of                   (IRS Employer
      incorporation or organization)                    Identification No.)

               1110 S.W. Ivanhoe Boulevard, Orlando, Florida 32804
               ---------------------------------------------------
               (Address of principal executive offices) (Zip code)

                                 (407) 246-0133
                                 --------------
                          (Issuer's telephone number)

         Securities registered under Section 12(b) of the Exchange Act:

                                      None

       Securities Registered Pursuant to Section 12(g) of the Exchange Act

                                  Common Stock

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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not 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 III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

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

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.). There is no public market for our common stock.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. 223,280,000 shares of common stock
and were outstanding as of July 28, 2004.

                       DOCUMENTS INCORPORATED BY REFERENCE

Not applicable


<PAGE>


PART I

ITEM 1. DESCRIPTION OF BUSINESS.

Business Development
--------------------

         We were organized as a Delaware corporation on December 11, 1989 under
the name Mountaintop Corporation. In 1992, we ceased operations and have not
conducted any operations since that date. In 1993, our charter was forfeited by
the State of Delaware in for non-payment of franchise taxes. On February 21,
2003 through the efforts of Mark Golden, a majority stockholder and currently
our sole director, we revived and reinstated our charter effective March 1,
1993. During the process of reviving the company, the State of Delaware informed
us that the name Mountaintop Corporation was no longer available. We therefore
changed our name to New Mountaintop Corporation. In addition, we amended our
Certificate of Incorporation to authorize common stock of 500,000,000 shares,
par value $0.0001, and 10,000,000 shares of preferred stock, par value $0.0001.
Our company is now in the development stage and is engaged in seeking business
opportunities.

Our Plan
--------

         Our business plan is to seek, investigate, and, if warranted, acquire
an interest in a business opportunity. Our acquisition of a business opportunity
may be made by merger, exchange of stock, or otherwise. We have no target under
consideration.

         We have very limited sources of capital, and we probably will only be
able to take advantage of one business opportunity. At the present time we have
not identified any business opportunity that we plan to pursue, nor have we
reached any preliminary or definitive agreements or understandings with any
person concerning an acquisition or merger.

         We had no activity for the past two fiscal years. Our independent
auditors have expressed an opinion that we are dependent on financing to
continue operations. Our management intends to merge with or acquire an
operating business to create operating revenue.

         Our search for a business opportunity will not be limited to any
particular geographical area or industry, including both U.S. and international
companies. Our management has unrestricted discretion in seeking and
participating in a business opportunity, subject to the availability of such
opportunities, economic conditions and factors. Our management believes that
companies who desire a public market to enhance liquidity for current
stockholders, or plan to acquire additional assets through issuance of
securities rather than for cash will be potential merger or acquisition
candidates.

         In the event we merge or acquire a business opportunity, the successor
company will be subject to our reporting obligations with the Securities and
Exchange Commission. This requirement will also require the successor company to
file information on its business operations as well as audited financial
statements. Accordingly, we may incur additional expense to conduct due
diligence and present the required information for the business opportunity in
any report. Also, the SEC may elect to conduct a full review of the successor
company and may issue substantive comments on the sufficiency of disclosure
related to the company to be acquired.

                                       2
<PAGE>

         In addition, our independent public accountant has raised substantial
doubt in its report dated July 6, 2004 as to our ability to continue as a "going
concern." Continuation of New Mountaintop as a going concern will be dependent
on obtaining additional working capital, additional equity funding and/or long
term loans.

Investigation and Selection of Business Opportunities
-----------------------------------------------------

         We anticipate that business opportunities will come to our attention
from various sources, including our sole officer/director, our stockholders,
professional advisors such as attorneys and accountants, securities
broker-dealers, investment banking firms, venture capitalists, members of the
financial community and others who may present unsolicited proposals. Management
expects that prior personal and business relationships may lead to contacts for
business opportunities; however, we have not entered into any direct or indirect
negotiations at the time of this filing with any person, corporation or other
entity regarding any possible business reorganization involving New Mountaintop.

         A decision to participate in a specific business opportunity may be
made upon our management's analysis of the quality of the other company's
management and personnel, the anticipated acceptability of the business
opportunity's new products or marketing concept, the merit of its technological
changes, the perceived benefit that it will derive from becoming a publicly held
entity, and numerous other factors which are difficult, if not impossible, to
analyze through the application of any objective criteria. In many instances, we
anticipate that the historical operations of a specific business opportunity may
not necessarily be indicative of the potential for the future because of the
possible need to shift marketing approaches substantially, expand significantly,
change product emphasis, change or substantially augment management, or make
other changes. We will be dependent upon the owners of a business opportunity to
identify any such problems which may exist and to implement, or be primarily
responsible for the implementation of, required changes.

         In our analysis of a business opportunity we anticipate that we will
consider, among other things, the following factors:

         o        Potential for growth and profitability, indicated by new
                  technology, anticipated market expansion, or new products;

         o        Our perception of how any particular business opportunity will
                  be received by the investment community and by our
                  stockholders;

         o        Whether, following the business combination, the financial
                  condition of the business opportunity would be, or would have
                  a significant prospect in the foreseeable future of becoming
                  sufficient to enable our securities to qualify for listing on
                  a exchange or on a national automated securities quotation
                  system, such as the Nasdaq Stock Market.

         o        Capital requirements and anticipated availability of required
                  funds, to be provided by us or from operations, through the
                  sale of additional securities, through joint ventures or
                  similar arrangements, or from other sources;

         o        The extent to which the business opportunity can be advanced;

         o        Competitive position as compared to other companies of similar
                  size and experience within the industry segment as well as
                  within the industry as a whole;

                                       3
<PAGE>

         o        Strength and diversity of existing management, or management
                  prospect that are scheduled for recruitment;

         o        The cost of our participation as compared to the perceived
                  tangible and intangible values and potential; and

         o        The accessibility of required management expertise, personnel,
                  raw materials, services, professional assistance, and other
                  required items.

         No one of the factors described above will be controlling in the
selection of a business opportunity. Management will attempt to analyze all
factors appropriate to each opportunity and make a determination based upon
reasonable investigative measures and available data. Potentially available
business opportunities may occur in many different industries and at various
stages of development. Thus, the task of comparative investigation and analysis
of such business opportunities will be extremely difficult and complex.
Potential investors must recognize that, because of our limited capital
available for investigation, we may not discover or adequately evaluate adverse
facts about the opportunity to be acquired.

Form of Acquisition
-------------------

         We cannot predict the manner in which we may participate in a business
opportunity. Specific business opportunities will be reviewed as well as our
needs and desires and those of the promoters of the opportunity. The legal
structure or method deemed by management to be suitable will be selected based
upon management's review and our relative negotiating strength. We may agree to
merge, consolidate or reorganize with another corporation or form of business
organization.

         Regardless of the legal structure, we likely will acquire another
corporation or entity through the issuance of common stock or other securities.
Although the terms of any such transaction cannot be predicted, it is possible
that the acquisition will occur simultaneously with a sale of shares
representing a controlling interest by our current principal stockholder. In
addition, our present management and stockholders most likely will not have
control of a majority of our voting shares following a merger or reorganization
transaction. As part of such a transaction, our existing director will probably
resign and new directors may be appointed without any vote by our stockholders.

Competition
-----------

         In our effort to locate an attractive opportunity, we expect to
encounter competition from business development companies, venture capital
partnerships and corporations, venture capital affiliates of large industrial
and financial companies, small investment companies, and wealthy individuals.
Many of these persons or entities have significantly greater experience,
resources and managerial capabilities than we do and will be in a better
position than we are to obtain access to attractive business opportunities. We
also will experience competition from other public "blank check" companies, many
of which may have more funds available for the investigation and selection of a
business opportunity. In addition, we expect competition will be especially
tough due to the recent downturns in the economy which includes poor performance
by stocks in both the national markets and in the over-the-counter markets
making it less attractive for private companies to "go public."

                                       4
<PAGE>


ITEM 2.  DESCRIPTION OF PROPERTY.

         We do not currently own or lease any property. Until we acquire a
viable business opportunity, we will not have any need for an office. Our
president provides us with a mailing address and telephone.

ITEM 3.  LEGAL PROCEEDINGS.
         We are not a party to any litigation.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
         No matters were submitted to a vote for our security holders during the
year ended December 31, 2003.

                                     PART II

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

         We do not have an established trading market for our common stock and
have not had one for the last two fiscal years.

HOLDERS

         As of July 28, 2004, there were 320 holders of record of our common
stock holding 223,280,000 shares of common stock.

DIVIDEND POLICY

         We have never paid cash dividends on our common stock. Payment of
dividends is within the discretion of board of directors and will depend upon
our earnings, capital requirements and operating and financial condition. We
have not had any income and if we acquire a profitable company, we cannot
predict what its board of directors will do.

SALES OF UNREGISTERED SECURITIES FOR THE YEAR ENDED DECEMBER 31, 2003.

         During the two fiscal years ended December 31, 2003, no securities were
issued by us to any person or entity.

                                       5
<PAGE>

PURCHASES OF EQUITY SECURITIES.

         During the quarter ended December 31, 2003, we did not purchase any of
our equity securities, nor did any person or entity purchase any equity
securities on our behalf.

ITEM 6.  PLAN OF OPERATION.

         The following discussion of our plan of operation should be read
together with the financial statements and related notes included in this
Report. This discussion contains forward-looking statements that involve risks
and uncertainties. Our actual results may differ materially from those
anticipated in those forward-looking statements as a result of certain factors,
including but not limited to, those contained in the discussion on
forward-looking statements that follows this section and those contained in
"Special Factors Relating to Our Business and Common Stock".

         We are currently in the development stage, and are seeking a business
opportunity. We have not had revenues from operations during either of the past
two fiscal years or this year. Our continuing operations are dependent upon
loans from our majority stockholder and his wife. We will need to raise
additional funds to continue operations.

         Our primary expenses will relate to our reporting obligations under the
Securities Exchange Act of 1934. We will incur expenses due to the legal and
accounting services required to prepare periodic reports and the costs of filing
these reports with the SEC. In the event we acquire a business opportunity, we
may incur additional expenses related to proxy or information statements we must
provide to our stockholders which disclose that company's business operations,
management and financial condition. We likely will rely on loans from related
parties to pay these expenses.
         Our plan of operations does not call for any product research or
development, nor do we plan to purchase any equipment.

         We currently have no employees. Our management expects to confer with
consultants, attorneys and accountants as necessary. We do not anticipate a need
to engage any employees so long as we are seeking and evaluating business
opportunities. We will determine the need for employees based upon the specific
business opportunity once we consummate an acquisition transaction.

NEW ACCOUNTING PRONOUNCEMENTS

         In July 2002, the FASB issued Statement No. 146, "Accounting for
Restructuring Costs," ("SFAS 146"). SFAS 146 applies to costs associated with an
exit activity (including restructuring) or with a disposal of long-lived assets.
Those activities can include eliminating or reducing product lines, terminating
employees and contracts and relocating plant facilities or personnel. SFAS 146
is effective prospectively for exit or disposal activities initiated after
December 31, 2002, with earlier adoption encouraged. We do not believe the
adoption of this standard will have a material impact on the financial
statements.

         In December 2002, the FASB issued Statement No. 148, "Accounting for
Stock-Based Compensation-Transition and Disclosure", an amendment of FASB
Statement No. 123" ("SFAS 143"). SFAS 148 amends FASB Statement No. 123,
"Accounting for Stock-Based Compensation", to provide alternative methods of
transition for an entity that voluntarily changes to the fair value based method
of accounting for stock-based employee compensation and to require prominent
disclosures about the


                                       6
<PAGE>

effects on reported net income of an entity's accounting policy decisions with
respect to stock-based employee compensation. SFAS 148 also amends APB Opinion
No. 28, "Interim Financial Reporting," to require disclosures about those
effects in interim financial information. We have not issued any options or
similar securities.

         In December 2002, the FASB issued Interpretation 45 (FIN 45),
Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others. For a guarantee subject to FASB
Interpretation 45, a guarantor is required to:

o        measure and recognize the fair value of the guarantee at inception (for
         many guarantees, fair value will be determined using a present value
         method); and

o        provide new disclosures regarding the nature of any guarantees, the
         maximum potential amount of future guarantee payments, the current
         carrying amount of the guarantee liability, and the nature of any
         recourse provisions or assets held as collateral that could be
         liquidated and allow the guarantor to recover all or a portion of its
         payments in the event guarantee payments are required.

         The disclosure requirements of this Interpretation are effective for
financial statements for fiscal years ending after December 15, 2002 and did not
have a material effect on our financial statements. The initial recognition and
measurement provisions are effective prospectively for guarantees issued or
modified on or after January 1, 2003, which should not have a material effect on
our financial statements.

FORWARD-LOOKING STATEMENTS

         This Report contains forward-looking statements that address, among
other things, the adequacy of our working capital. In addition to these
statements, trend analyses and other information including words such as "seek,"
"anticipate," "believe," "plan," "estimate," "expect," "intend" and other
similar expressions are forward looking statements. These statements are based
on our beliefs as well as assumptions we made using information currently
available to us. We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events, or otherwise. Because these statements reflect our current views
concerning future events, these statements involve risks, uncertainties, and
assumptions. Actual future results may differ significantly from the results
discussed in the forward-looking statements. For more information regarding some
of the ongoing risks and uncertainties of our business, see our other filings
with the Securities and Exchange Commission. We anticipate that some or all of
the results may not occur because of factors which we discuss in the "Risk
Factors" section which follows.

SPECIAL FACTORS RELATING TO OUR BUSINESS AND COMMON STOCK

Risks Related To Our Business
-----------------------------

WE MAY NEVER IDENTIFY AND ACQUIRE A BUSINESS OPPORTUNITY, AND YOUR INVESTMENT
MAY BE LOST

         The selection of a business opportunity in which to participate is
complex and extremely risky and will be made by our president in the exercise of
his business judgment. There is no assurance that we will be able to identify
and acquire any business opportunity which will ultimately prove to be
beneficial to us and our stockholders. Should a merger or acquisition prove
unsuccessful, it is possible management may decide not to pursue further
acquisition activities and management may abandon its activities and we may
become dormant or be dissolved.

                                       7
<PAGE>


IF OUR MANAGEMENT FAILS TO PAY FOR OUR EXPENSES, WE WILL NOT BE ABLE TO
IMPLEMENT OUR NEW BUSINESS MODEL

         We will need to borrow additional funds from our president or his wife
to sustain our operations. If we are unable to obtain this additional financing,
we will not be able to implement our new business model. As a result, your
investment in our securities may be lost.

SINCE WE EXPECT TO INCUR EXPENSES IN EXCESS OF REVENUES FOR THE NEAR FUTURE, WE
MAY NOT BECOME PROFITABLE AND YOUR INVESTMENT MAY BE LOST

         We expect to incur losses for the foreseeable future. We have not had
revenues during any fiscal year since ceasing operations in 1992, and may never
be profitable, or, if we become profitable, we may be unable to sustain
profitability. As a result, your investment in our securities may be lost.

WE ARE DEPENDENT ON OUR PRESIDENT, AND IF HE BECOMES UNAVAILABLE, WE MAY NOT
BECOME VIABLE

         We are dependent on Dr. Mark Golden, our president and sole director.
The loss of the services of Dr. Golden could have a material adverse effect on
our plan of operation and financial condition since we are depending upon loans
from him and his wife as well as his over 20 years of experience in finance and
assisting emerging companies. If he is no longer available, we may cease
operations.

RISKS RELATED TO OUR COMMON STOCK
---------------------------------

SINCE OUR MANAGEMENT WILL MAINTAIN CONTROL OF NEW MOUNTAINTOP, STOCKHOLDERS WILL
BE UNABLE TO PARTICIPATE IN DECISIONS WHICH MAY AFFECT THE OPERATIONS AND
PROFITABILITY OF NEW MOUNTAINTOP

         Our management owns approximately 95.7% of the voting power available
to stockholders. Accordingly, our management will control the election of
directors and appointment of officers and thereby control the policies and
operations of New Mountaintop. Stockholders shall be unable to exercise control
over the operational decisions or major items, which may affect the success or
failure of New Mountaintop. As such, the success or failure of New Mountaintop
shall be dependent on the efforts and decisions of our management and not the
stockholders.

WE MAY ISSUE COMMON OR PREFERRED STOCK WITHOUT THE APPROVAL OF OUR STOCKHOLDERS
WITH FEATURES WHICH COULD MAKE IT MORE DIFFICULT FOR A THIRD PARTY TO ACQUIRE US
AND COULD DEPRESS OUR STOCK PRICE

         In the future, our board of directors may issue one or more series of
common or preferred stock that has more than one vote per share without a vote
of our stockholders. This could permit our board of directors to issue preferred
stock to investors who support our management and increase control of our
business by management. Additionally, issuance of super voting common or
preferred stock could block an acquisition, even if an acquisition is in the
best interest of the stockholders. This could cause the market price of our
common stock to drop significantly.

                                       8
<PAGE>

BECAUSE THE NEW MOUNTAINTOP COMMON STOCK WILL NOT BE LISTED ON A STOCK EXCHANGE
OR NASDAQ, INVESTORS MAY BE UNABLE TO RESELL THEM

         Since no public market currently exists for New Mountaintop common
stock, your ability to sell you common stock may be severely restricted.
Accordingly, investors must be able to bear the financial risk of losing their
entire investment.

THE PRICE OF THE COMMON STOCK MAY BE HIGHLY VOLATILE, AND INVESTORS MAY NOT BE
ABLE TO SELL THE COMMON STOCK AT OR ABOVE MARKET PRICES

         The market price for New Mountaintop common stock, should a public
market develop, may be highly volatile. As long as the future market for the
common stock is limited, investors who purchase the common stock may only be
able to sell them, if at all, at a loss.

ITEM 7.  FINANCIAL STATEMENTS.

         See pages F-1 through F-7 beginning after page 14.


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

         We have had no change in, or disagreements with, our principal
independent accountant during our last two fiscal years. We retained our
principal independent accountant on January 20, 2003.

ITEM 8A. CONTROLS AND PROCEDURES.

         We carried out an evaluation required by Rule 13a-15(b) of the
Securities Exchange Act of 1934 under the supervision and with the participation
of our management, including our chief executive officer and chief financial
officer, of the effectiveness of the design and operation of our "disclosure
controls and procedures" as of the end of the period covered by this Report.

         Disclosure controls and procedures are designed with the objective of
ensuring that (i) information required to be disclosed in an issuer's reports
filed under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the SEC rules and
forms and (ii) information is accumulated and communicated to management,
including our chief executive officer and chief financial officer, as
appropriate to allow timely decisions regarding required disclosures.

         The evaluation of our disclosure controls and procedures included a
review of our objectives and processes and effect on the information generated
for use in this Report. This type of evaluation will be done quarterly so that
the conclusions concerning the effectiveness of these controls can be reported
in our periodic reports filed with the SEC. We intend to maintain these controls
as processes that may be appropriately modified as circumstances warrant.

                                       9
<PAGE>

         Based on their evaluation, our chief executive officer and chief
financial officer have concluded that our disclosure controls and procedures are
effective in timely alerting them to material information relating to New
Mountaintop Corporation required to be included in our periodic reports filed
with the SEC as of the end of the period covered by this Report. There were no
changes in our internal control over financial reporting that occurred during
our last fiscal quarter that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting. However, a
control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. Management necessarily applied its judgment in assessing the benefits
of controls relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, within the company have been
detected. The design of any system of controls is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions, regardless of how remote. Because of the inherent limitations
in a control system, misstatements due to error or fraud may occur and may not
be detected.

PART III

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

DIRECTORS AND EXECUTIVE OFFICERS We have only one officer and director.

NAME                     AGE               POSITION(S)
----                     ---               -----------

Mark Golden              58                President, Treasurer, Secretary
                                           and Director


         Mark Golden has been our president, treasurer, secretary and a director
since October, 2002. Dr. Golden is not employed by us and devotes limited time
to our business and affairs. Since October 2001, Dr. Golden has been a
consultant to Cleo Leasing Corp., and since July 2002, also to G&C Capital
Leasing, Inc. Both of these companies are owned in whole or part by Dr. Golden
and/or his wife and are engaged in the business of leasing limousines to third
parties. From January 2000 to May 2001, Dr. Golden was president of Viking
Coachworks of Orlando, Inc., a company engaged in the conversion of vehicles to
limousines. From May 2001 through September 2001 and prior to January 2000, Dr.
Golden was a private investor. Dr. Golden holds a Ph.D. in Finance from the
University of Illinois.

         For more than 20 years, Dr. Golden has had experience initially as a
stockbroker and for many years afterwards as a consultant in assisting emerging
companies in locating capital as well as in providing needed financial and
management consulting.

COMPENSATION OF OUR DIRECTORS

         We do not compensate Dr. Golden for serving as a director.

                                       10
<PAGE>

AUDIT COMMITTEE

         The entire board of directors, consisting solely of Dr. Golden, serves
as our audit committee.

AUDIT COMMITTEE FINANCIAL EXPERT

         We do not have an audit committee financial expert. Since we are
inactive and conduct no business, we do not believe that it is necessary for us
to hire a director who meets the definition of an audit committee financial
expert at this time. At such time as we acquire or begin engaging in a business,
we will reevaluate the need for an audit committee financial expert to serve on
our board of directors.

LIMITATION OF OUR DIRECTOR'S LIABILITY

         Our certificate of incorporation eliminates the liability of our
directors for monetary damages to the fullest extent possible. However, our sole
director (and any future directors) remains liable for:

         o        any breach of the director's duty of loyalty to us or our
                  stockholders,

         o        acts or omission not in good faith or that involve intentional
                  misconduct or a knowing violation of law,

         o        payments of dividends or approval of stock repurchases or
                  redemptions that are prohibited by Delaware law, or

         o        any transaction from which the director derives an improper
                  personal benefit.

         These provisions do not affect any liability any director may have
under federal and state securities laws.

CODE OF ETHICS

         Since we have no employees, and only one officer and director, we have
not adopted a code of ethics. At such time as we acquire or begin engaging in a
business, we intend to adopt a code of ethics.

ITEM 10. EXECUTIVE COMPENSATION

         We have no employees and only one executive officer. Dr. Golden was the
sole executive officer during the year ending December 31, 2003, and we had no
employees during that period. Prior to October 2002, we had no officers since
prior to revocation of our charter in 1993.

                                       11
<PAGE>



                           SUMMARY COMPENSATION TABLE
                           --------------------------

ANNUAL COMPENSATION

                                                                  All Other
Name and Principal Position            Year      Salary($)      Compensation ($)
---------------------------            ----      ---------      ----------------

Mark Golden,                           2003          $0               $0
President, secretary and treasurer     2002          $0               $0


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The following table provides information as of March 29, 2004
concerning the beneficial ownership of our capital stock by each director, each
person known by us to be the beneficial owner of at least 5% of any class of our
capital stock, and all executive officers and directors as a group.


Name and Address of              Number of Shares of
Beneficial Owners                  Common Stock            Percentage of Class
-----------------                  ------------            -------------------

Mark Golden                         213,595,000                  95.7%
1110 S.W. Ivanhoe Blvd.
Orlando, Fl 32804

All officers and directors as       213,595,000                  95.7%
a group (one person)

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         In December 2002, Mark Golden made a loan to the Company in the amount
of $10,000 as part of his efforts to revive the Company and to begin searching
for a business opportunity for the Company. The Company is authorized to borrow
up to $100,000 from Dr. Golden. Additionally, in March 2003, his wife, Lee
Golden, lent us $10,000 which loan was subsequently transferred to Dr. Golden.
Both loans were payable on demand and were also convertible into shares of our
common stock. In July 2003, we issued 13,000,000 shares of our common stock to
Dr. Golden pursuant to an agreement entered into in October 1993 which settled a
loan Dr. Golden had made to the Company. On July 12, 2004, Dr. Golden converted
both notes into 200,000,000 shares of our common stock. In addition, on July 12,
2004 Dr. Golden made an additional capital contribution to the Company in the
amount of $2,500.

                                       12
<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

         (a) EXHIBIT INDEX

                 Exhibit
                 Number                     Description
                 ------                     -----------

                  31.1     Certification of Chief Executive Officer and Chief
                           Financial Officer

                  32.1     Section 1350 Certification of Chief Executive Officer
                           and Chief Financial Officer

         (b) No Reports on Form 8-K were filed during the period covered by this
Report.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEES

         The aggregate fees billed for professional services rendered by our
principal independent accountants for the audit of our annual financial
statements and review of our financial statements included in our Forms 10-QSB
for the fiscal year ended December 31, 2003 were $5,000 as compared to $3,000
for the fiscal year ended December 31, 2002.

AUDIT-RELATED FEES

         We did not incur any audit related fees during the fiscal years ended
December 31, 2003 or 2002.

TAX FEES

         Our principal independent accountants did not perform any tax related
services for us during the fiscal years ended December 31, 2003 or 2002.

ALL OTHER FEES

         Our principal independent accountants did not perform any other
services for us during the fiscal years ended December 31, 2003 or 2002.

         We have not adopted audit committee pre-approval policies and
procedures.

                                       13
<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized this 28th day of July 2004.


                                            New Mountaintop Corporation


                                            By: /s/ Mark Golden
                                                ---------------------------
                                                Mark Golden, President

In accordance with the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>

SIGNATURES                               TITLE                                          DATE
----------                               -----                                          ----

<S>                                      <C>                                           <C>
/s/ Mark Golden                          Chairman of the Board of Directors            July 28, 2004
---------------------------
Mark Golden


/s/ Mark Golden                          Treasurer                                     July 28, 2004
---------------------------              (Chief Financial Officer)
Mark Golden
</TABLE>

                                       14
<PAGE>



                           NEW MOUNTAINTOP CORPORATION

                               FINANCIAL STATEMENT

                             AS OF DECEMBER 31, 2003





                               TABLE OF CONTENTS
                                                                      Page

Independent Auditors' Report                                          F-2

Balance Sheet as of December 31, 2003                                 F-3

Statement of Operations and Deficit Accumulated During the
   Developmental Stage for the Year Ended December 31, 2003           F-4

Statement of Cash Flow for the Year Ended December 31, 2003           F-5

Notes to Financial Statements                                         F-6 - F-7


                                      F-1
<PAGE>


                               Dorra Shaw & Dugan
                          Certified Public Accountants
                          ----------------------------



INDEPENDENT AUDITORS' REPORT


The Board of Directors and Stockholders
New Mountaintop Corporation
Orlando, Florida

We have audited the accompanying balance sheet of New Mountaintop Corporation (a
Delaware corporation and a development stage company) as of December 31, 2003,
and the related statement of operations and deficit accumulated during the
development stage, and cash flow for the year then ended. The financial
statement is the responsibility of the Company's management. Our responsibility
is to express an opinion on the financial statement based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statement is free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statement. 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 statement referred to above present fairly, in all
material respects, the financial position of New Mountaintop Corporation as of
December 31, 2003 and the results of its operations and its cash flow for the
year then ended in conformity with accounting principles generally accepted in
the United States of America.

The accompanying financial statement has been prepared assuming that the Company
will continue as a going concern. As shown in the financial statement, the
Company has incurred net losses since its inception. The Company's financial
position and operating results raise substantial doubt about its ability to
continue as a going concern. Management's plan regarding these matters are also
described in Note E. The financial statement does not include any adjustments
that might result from the outcome of this uncertainty.


Dorra Shaw & Dugan
------------------------------
Certified Public Accountants
July 6, 2004

                  270 South County Road * Palm Beach, FL 33480
                  Telephone (561) 822-9955 * Fax (561) 832-7580
                              Website: dsd-cpa.com


                                      F-2
<PAGE>


NEW MOUNTAINTOP CORPORATION
(A Development Stage Company)

BALANCE SHEET
<TABLE>
<CAPTION>




<S>                                                                                          <C>
December 31,                                                                                     2003
-----------------------------------------------------------------------------------------------------

ASSETS

Current Assets:
     Cash                                                                                 $    10,231
-----------------------------------------------------------------------------------------------------

TOTAL CURRENT ASSETS                                                                           10,231
-----------------------------------------------------------------------------------------------------

                                                                                          $    10,231
=====================================================================================================

LIABILITIES

Current Liabilities:
     Accrued expenses                                                                         $ 8,000
     Loan payable - related party                                                              20,000
-----------------------------------------------------------------------------------------------------

TOTAL CURRENT LIABILITIES                                                                      28,000
-----------------------------------------------------------------------------------------------------

TOTAL LIABILITIES                                                                              28,000
-----------------------------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY (CAPITAL DEFICIENCY)

     Common stock - $.0001 par value - 500,000,000 shares authorized
           23,280,000 shares issued and outstanding                                             2,328
     Preferred stock - $.0001 par value - 10,000,000 shares authorized
           No shares issued and outstanding                                                        --
     Additional paid-in capital                                                             5,966,167
     Deficit accumulated during the developmental stage                                    (5,986,264)
-----------------------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' EQUITY (CAPITAL DEFICIENCY)                                               (17,769)
-----------------------------------------------------------------------------------------------------

                                                                                          $    10,231
=====================================================================================================
</TABLE>

                 See Accompanying Notes to Financial Statements

                                      F-3
<PAGE>

NEW MOUNTAINTOP CORPORATION
(A Development Stage Company)

STATEMENT OF OPERATIONS AND DEFICIT
     ACCUMULATED DURING THE DEVELOPMENTAL STAGE
<TABLE>
<CAPTION>


<S>                                                                           <C>              <C>
For the year ended December 31,                                                                 2003
----------------------------------------------------------------------------------------------------

Revenues                                                                                $         --
----------------------------------------------------------------------------------------------------


Operating expenses:
    Professional fees                                                      $5,000
    Office                                                                    633              5,633
----------------------------------------------------------------------------------------------------

Loss before income taxes                                                                      (5,633)
Income  taxes                                                                                     --
----------------------------------------------------------------------------------------------------

Net loss                                                                                      (5,633)

Deficit accumulated during
 the development stage - beginning of year                                                (5,980,631)
----------------------------------------------------------------------------------------------------

Deficit accumulated during
 the development stage - end of year                                                    $ (5,986,264)
----------------------------------------------------------------------------------------------------

Net loss per share                                                                           -0.0002
====================================================================================================
</TABLE>


                 See Accompanying Notes to Financial Statements

                                      F-4
<PAGE>


NEW MOUNTAINTOP CORPORATION
(A Development Stage Company)

STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>



<S>                                                                                            <C>
For the year ended December 31,                                                                 2003
-----------------------------------------------------------------------------------------------------
Operating Activities:
     Net loss                                                                               $ (5,633)
     Adjustments to reconcile net loss to net cash
         provided by operating activities:
            Decrease in:
                Accrued expenses                                                              (4,136)
----------------------------------------------------------------------------------------------------

Net cash used by operating activities                                                         (9,769)
----------------------------------------------------------------------------------------------------

Financing activities:
     Proceeds of borrowings                                                                   20,000
----------------------------------------------------------------------------------------------------

Net cash provided by financing activities                                                     20,000
-----------------------------------------------------------------------------------------------------

Net increase in cash                                                                          10,231
----------------------------------------------------------------------------------------------------

Cash - beginning of year                                                                          --

Cash - end of year                                                                          $ 10,231
====================================================================================================
</TABLE>

                 See Accompanying Notes to Financial Statements


                                      F-5
<PAGE>


NEW MOUNTAINTOP CORPORATION
NOTES TO FINANCIAL STATEMENTS


Note A - Summary of Significant Accounting Policies:
----------------------------------------------------

Organization
------------

New Mountaintop Corporation (a development stage company) is a Delaware
Corporation incorporated on December 11, 1989.

The Company conducts business from its headquarters in Orlando, FL. The Company
has not yet engaged in its expected operations. The future operations will be to
merge with or acquire an existing company.

The Company is in the development stage and has not yet acquired the necessary
operating assets; nor has it begun any part of its proposed business. The
Company will not receive any operating revenues until the commencement of
operations, but will continue to incur expenses until then.

Accounting Method
-----------------

The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a December 31 year-end.

Start - Up Costs
----------------

Start - up and organization costs are being expensed as incurred.

Loss Per Share
--------------

The computation of loss per share of common stock is based on the weighted
average number of shares outstanding at the date of the financial statements.

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.

Note B - Stockholders' Equity:
------------------------------

The Company has authorized 500,000,000 shares of $.0001 par value common stock.
The company authorized and issued 23,280,000 shares of common stock to investors
for $5,968,495 in cash. In addition, the Company authorized 10,000,000 shares of
$.0001 par value preferred stock with the specific terms, conditions,
limitations and preferences to be determined by the Board of Directors. None of
the preferred stock is issued and outstanding as of December 31, 2003.


                                      F-6
<PAGE>


Note C - Borrowings:
--------------------

The Company is authorized to borrow up to $100,000 from related parties in order
to pay outstanding obligations. The notes bear interest at prevailing rates and
are convertible into shares of common stock.

Note D - Income Taxes:
----------------------

The Company has a net operating loss carry forward of $17,136 that may be offset
against future taxable income. If not used, the carry forward will expire in
2023.

The amount recorded as deferred tax assets, cumulative, as of December 31, 2003
is $2,600, which represents the amounts of tax benefits of loss carry-forwards.
The Company has established a valuation allowance for this deferred tax asset of
$2,600, as the Company has no history of profitable operations.

Note E - Going Concern:
-----------------------

As shown in the accompanying financial statement, the Company incurred a net
loss of $17,136 through the year ended December 31, 2003. The ability of the
Company to continue as a going concern is dependent upon commencing operations
and obtaining additional capital and financing. The financial statement does not
include any adjustments that might be necessary if the Company is unable to
continue as a going concern. The Company is currently seeking a merger partner
or an acquisition candidate to allow it to begin its planned operations.


                                      F-7