--------------------------------------------------------------------
                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 DECEMBER 31, 2004

                                       OR

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

                   FOR THE TRANSITION PERIOD FROM TO

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

                        COMMISSION FILE NUMBER 000-18689

                              TRUST LICENSING, INC.

                               DELAWARE 06-1238435
                      (STATE OF INCORPORATION) (I.R.S. ID)

     950 SOUTH PINE ISLAND ROAD, SUITE A150-1094, PLANTATION, FLORIDA 33324

                                 (954) 727-8128

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

               Securities registered pursuant to Section 12(g) of
                                    the 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. [X] Yes [ ] 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.). $1,199,733.00 as of February 23, 2005.
The number of shares outstanding of the registrant's common stock as of February
23, 2005 was 294,066,663.


                       DOCUMENTS INCORPORATED BY REFERENCE

3B.      Amendment of Articles of Incorporation of Trust Licensing, Inc.
         (formerly New Mountaintop Corporation) incorporated by reference to
         Form 8-K for the period August 25, 2004 filed as Exhibit 5.

<PAGE>

10.1     Agreement  and Plan of  Merger  Among  New  Mountaintop  Corporation,
         Trust  Licensing,  Inc.  and  Trust Licensing,  LLC dated August 24,
         2004  incorporated  by  reference  to Form 8-K for the period
         August 25, 2004 filed as Exhibit 1
10.2     Employment Agreement with Leigh M. Rothschild incorporated by reference
         to Form 8-K for the period August 25, 2004 filed as Exhibit 2.
10.3     Employment Agreement with Jeffrey W. Sass incorporated by reference to
         Form 8-K for the period August 25, 2004 filed as Exhibit 3.
10.4     Employment Agreement with Michael R. Moore incorporated by reference to
         Form 8-K for the period August 25, 2004 filed as Exhibit 4.
10.5     Amendment of the Certificate of Incorporation of New Mountaintop
         Corporation incorporated by reference to Form 8-K for the period August
         25, 2004 filed as Exhibit 6.
10.6     Consulting  Agreement  with Mark Golden  incorporated  by reference to
         Form 8-K for the period  August 25, 2004 filed as Exhibit 7.
<PAGE>

                              Trust Licensing, Inc.

                                   FORM 10-KSB

                   For The Fiscal Year Ended December 31, 2004

                                      INDEX

PART I
Item 1.    Description of Business                                      1
Item 2.    Description of Property                                      3
Item 3.    Legal Proceedings                                            3
Item 4.    Submission of Matters to a Vote of Security Holders          3



PART II
Item 5.    Market for Common Equity, Related Stockholder Matters and    6
           Small Business Issuer Purchases of Equity Securities         6
Item 6.    Management's Discussion and Analysis or Plan of Operation    6
Item 7.    Financial Statements                                         13

Item 8.    Changes in and Disagreements With Accountants on Accounting
           and Financial Disclosure                                     30
Item 8A.   Controls and Procedures                                      30
Item 8B.   Other Information                                            30




PART III
Item 9.    Directors and Executive Officers of the Registrant           30
Item 10.   Executive Compensation                                       31
Item 11.   Security Ownership of Certain Beneficial Owners and
            Management and Related Stockholder Matters                  32
Item 12.   Certain Relationships and Related Transactions               34
Item 13.   Exhibits, List and Reports on Form 8-K                       36
Item 14.   Principal Accountant Fees and Services                       37




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

<PAGE>
                                     PART I

ITEM 1.    DESCRIPTION OF BUSINESS

                                    GENERAL

         Trust Licensing, Inc. (the "Company") is a Technology and Intellectual
Property creation, management and licensing company, whose mission is to be an
architect and licensor of cutting edge, state-of-the-art technology concepts,
with a wide range of potential commercial applications.

         Trust was originally formed to leverage an existing patent portfolio
and related intellectual property and technology in order to build a collection
of licensees in the areas of entertainment content (e.g. film, music, and
video), education, advertising, travel and promotion. In addition to pursuing
direct licensing royalty arrangements it also seeks to enforce its existing
issued patent and any subsequently issued or acquired patents against those that
infringe. Trust may also incubate and/or acquire minority equity interests in
select growth-oriented companies that can benefit from integration and
utilization of Trust-owned intellectual property. Trust may also seek to acquire
additional patents and patent portfolios.


                              BUSINESS DEVELOPMENT

         The company was acquired by reverse triangular merger in August, 2004.
The current operations of the business are entirely unrelated to its prior
business activities, though we are required by rule to detail the company's
history, which is below. After a short recitation of these details, we will
inform you as to the current activities of the business as noted in the
"General" section above.

         Mountaintop Corporation becomes New Mountaintop Corporation

            The company was first organized as a Delaware corporation on
December 11, 1989 under the name Mountaintop Corporation. Mountaintop
Corporation was involved in the distribution and marketing of spirits, among
other things. That business ultimately did not succeed and in 1992, Mountaintop
Corporation ceased operations. Shortly thereafter, the charter of Mountaintop
Corporation was forfeited by the State of Delaware for non-payment of franchise
taxes. On February 21,2003 through the efforts of its then-majority stockholder
and sole director, the company revived and reinstated its charter effective
March 1, 1993. However, during the process of reviving the company, the State of
Delaware notified the company that its name, Mountaintop Corporation, was no
longer available. Thus, the name was changed to New Mountaintop Corporation. In
addition, at the time of that name change, the company amended its 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. New
Mountaintop Corporation subsequently announced its intention to seek new
business opportunities.

            New Mountaintop Corporation becomes Trust Licensing, Inc.

         On August 24, 2004 the Company became a reporting public company
through a reverse triangular merger with New Mountaintop Corporation, which
acquired, by merger, all of the assets and business of Trust Licensing, LLC
("TLLC"), a Florida limited liability company. As consideration for the merger
the principals of TLLC received shares of common stock, representing
approximately 93% of the issued and outstanding shares of the Company. The name
of New Mountaintop Corporation was subsequently changed to Trust Licensing, Inc.
On December 31, 2004, the Company became eligible for trading on the
over-the-counter bulletin board under the symbol TRTL.OB.

         For purposes of clarity and convenience, throughout the remainder of
this section we may refer to Trust Licensing, Inc. as "Trust" or the "company",
whichever we believe will be clearer to the reader in the particular context
used.

                                    BUSINESS

The core initial asset of Trust is US Patent #6,101,534,  "Interactive,  Remote,
Computer  Interface  System" ("'534 Patent") which was filed in 1997 and granted
in 2000.  Trust also has seven  additional  patent  applications  filed with the
United  States  Patent and  Trademark  Office  ("USPTO") and is planning to file
numerous  additional  patent  applications.  The  pending  and  soon to be filed
patents are not necessarily limited to the areas and potential market sectors of
the `534 patent.

                                       1
<PAGE>
         In general, the claims of the `534 Patent cover technology that allows
multimedia content stored on a removable local media (including, but not limited
to CD-ROM and DVD-ROM discs) to be "controlled" or "released" for access by the
user by visiting a related website on the Internet.

o      Generally, the patent relates to the following types of
       technology: Multimedia content that is stored on a removable local media
       (including, but not limited to CD-ROM and DVD-ROM discs) that can be
       "controlled" or "released" for access by the user by visiting a related
       website on the Internet. For example, if you place a CD or DVD in the
       computer drive and go to the appropriate web site, when you click on a
       link on the website, content is played back from the CD or DVD. This
       process can be used to "time-release" content, or use the web to
       "unlock" or time-release content on the local disc that is otherwise
       unavailable to the user.

o        The original target for the technology was  "promotional"

o                     By using CD-ROMs and the patented technology, full motion
                      video could be added to websites without the need for a
                      broadband connection.

o                     By using CD-ROMs and the patented technology, users who
                      receive the CD would be directed to specific related
                      websites where dynamic information and content could be
                      added to their CD experience, and demographic information
                      could be captured by the website in exchange for giving
                      the user access to enhanced or bonus content on the CD.

o All of the above can be applied to DVD-ROM and other removable digital media
formats.
         Other claims of the patent include certain systems where: o The local
content can ONLY be "unlocked" from the Internet o The "unlocking" of content
can be tied to a specific PC

o The related website can "look" for a specific CD/DVD and alert the user if the
correct CD/DVD is not present

         Essentially every computer sold today has either a CD-ROM drive and/or
a DVD drive and has the ability to access the Internet. In addition, next
generation DVD players will also have the ability to access the Internet, either
directly, or by connecting through a home or business media hub. Microsoft,
Panasonic, Samsung, among others are currently showing and will soon be offering
these media hubs. Any CD or DVD that is played on a computer or player with
access to the Internet can utilize technology covered under the `534 patent.

We believe that there are many potential applications of the `534 patent in the
entertainment/content areas, including potential uses in the areas of piracy
control for music and video. For example: o By tying a CD or DVD to the Internet
you can prevent/control piracy

o                 By "unlocking" special content from the Internet, you can
                  create a reason for consumers to own an original CD/DVD
                  instead of pirating content

o                 By requiring a visit to a specific web site in order to
                  "unlock" or release CD-ROM or DVD content, you can drive
                  targeted traffic to web sites and capture valuable user
                  information and demographics, as well as information that can
                  also be used to validate ownership of an "original"...

         As for future potential applications of the patent, it is important to
note that "Removable Storage Media" is not limited to CD/DVD formats, and there
are potential applications of the patent in other media, including flash memory
cards, such as those used in Digital Cameras, Laptops and PDAs.

         The patent may also have broad applications in the educational and
distance learning areas, the entertainment (film, music and video areas), travel
related marketing services, the marketing/promotional area, the publishing
areas, the digital photography area, the real estate area, and other areas that
can now benefit from incorporating enhanced and/or locked content with links to
the Internet.

         In addition to the issued patent, Trust has three additional patents
pending that were filed in 2001 and that the company believes the patent office
will shortly action. Furthermore the company has recently filed for four
additional patents in related and other technology arenas, and has a number of
other new patent filings being prepared.

                                       2
<PAGE>
Customers

         Our targeted customers include licensees and potential licensees in the
areas of entertainment content (e.g. film, music, and video), education,
advertising, travel and promotion, who may deploy applications that utilize our
patent or our intellectual property. In addition, our licensees may generally
include those entities that, without an appropriate license from us, would be
infringing upon our patent rights. Though it is possible that we may grant
licenses to our pending patent applications, we anticipate that in the near
future most licenses will involve our issued '534 patent.

Competition

         We are subject to intense competition. The CD, DVD, software and
Internet industries are highly competitive. The Company's competitors range from
small companies with limited resources to large companies with substantial
financial, technical and marketing resources. Competitors with greater financial
resources than us may be able to broaden their offerings, make greater
investments in design and product development, undertake more extensive
marketing campaigns, and adopt more aggressive pricing policies than the
Company. There can be no assurance that the Company will be able to respond
effectively to market changes or to compete successfully in the future.

Employees

         As of December 31, 2004 we employed 4 people on a full-time basis. Our
success is highly dependent on our ability to attract and retain qualified
employees. Competition for qualified employees remains intense in our industry.
We believe that we can attract and retain qualified employees, but we cannot
guarantee that we will be as successful. None of our employees are subject to
collective bargaining agreements. We believe that our relationship with our
employees is excellent.

Available Information

         Our Internet address is http://www.trustlicensing.com. In the future we
intend to make available, free of charge, our annual report on Form 10-KSB,
quarterly reports on Form 10-QSB, current reports on Form 8-K, and any
amendments to those reports, as well as our governance documents, as soon as
reasonably practicable after we electronically file such material with or
furnish it to the SEC. The information found on our Web site is not part of this
or any other report we file with or furnish to the SEC.

ITEM 2.    DESCRIPTION OF PROPERTY

         We do not own any real property. Our corporate offices are located
within two leased offices in a professional office suite complex at 950 South
Pine Island Road, Suite A15-1094, Plantation, Florida. The term of our current
lease runs through June 30, 2005, our rent is approximately $2,200 per month
and the property is in good condition. We use our corporate offices for all of
our operations.

ITEM 3.    LEGAL PROCEEDINGS

None.

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

            No matters were submitted to a vote of security holders during the
fourth quarter of fiscal 2004.

            In connection with the reverse merger in August, 2004, the former
principal stockholder of the company holding in excess of 51% of the outstanding
common stock of the Company signed a consent, in accordance with the provisions
of Section 228 of the Delaware Corporation Law,amending the company's
Certificate of Incorporation in order to change its name to Trust Licensing,
Inc. and, as of the record date (which was prior to the effective date of the
merger) to combine every 10 shares of our common stock into one share of our
common stock. An Information Statement describing this was mailed to
Shareholders.

      On January 12, 2005 Mr. Leigh M. Rothschild, as the sole Director of
the Company, approved the adoption of the Trust Licensing, Inc. Equity Incentive
Plan. Thereafter, Irrevocable Trust Agreement Number III, Jay Howard Linn,
Trustee, owning approximately 43%, Jeffrey W. Sass, owning approximately
22%, Michael R. Moore, owning approximately 3% and Leigh M. Rothschild,
owning approximately 16% of the outstanding shares of common stock of the
Company, as of the Record Date, each signed the written consent approving and
adopting the plan in accordance with the provisions of Section 228 of the
Delaware Corporation Law. An Information Statement describing this was mailed to
Shareholders.
                                       3
<PAGE>
                      EXECUTIVE OFFICERS OF THE REGISTRANT

Our executive officers as of February 23, 2005 were as follows:

Name                 Age   Position with the Company
--------------------------------------------------------------------
Leigh M. Rothschild   52   Chairman of the Board;
Jeffrey W. Sass       45   Chief Executive Officer
Michael R. Moore      36   Executive Vice President, Business & Legal Affairs
Jay Howard Linn       70   Acting Chief Financial Officer

Leigh M. Rothschild,  Chairman: Mr. Rothschild is currently Chairman and Founder
of Trust.  Mr.  Rothschild is an  established  inventor who to date has been the
inventor of six issued US patents and five pending  patents with various patents
pending  worldwide.  Mr. Rothschild has licensed his patent portfolio to several
companies.  From  October,  1998 through  February,  2004,  Mr.  Rothschild  was
Chairman and founder of BarPoint.com,  Inc. publicly traded wireless information
company. In February, 2004 BarPoint engaged in a reverse merger transaction with
Fundever, Inc. and BarPoint subsequently changed its name to LoyaltyPoint,  Inc.
(OTCBB: LYLP). Prior to founding BarPoint Mr. Rothschild was President and Chief
Executive Officer of IntraCorp Entertainment,  Inc., a consumer software company
with  worldwide  product  distribution.  Rothschild  is  a  former  presidential
appointee  to the  High-Resolution  Board for the  United  States  under  former
President George H. W. Bush. He has served three Florida governors on technology
boards and served as a special advisor to then Florida Secretary of Commerce Jeb
Bush. Mr. Rothschild  currently serves on the IT Florida  Technology Board as an
appointee  of the  Governor  (Bush).  In the  past  Presidential  election,  Mr.
Rothschild chaired the Bush/Cheney Florida Technology Leadership Council.  Prior
to founding Intracorp in 1984, Rothschild was a real estate investor and founded
several high technology  companies.  Mr. Rothschild chairs the Rothschild Family
Foundation, which has given endowments to outstanding charities and institutions
including  the  Tampa  Children's  Home,  Miami  Symphony  Orchestra,   and  the
University  of Miami School of Business.  Mr.  Rothschild  is also active in the
Rothschild  Entrepreneurial Prize at the University of Miami School of Business.
Rothschild has an  undergraduate  degree from the University of Miami,  where he
also completed the Graduate Program in Management Studies.

Jeffrey  W.  Sass,  President  and Chief  Executive  Officer:  A veteran  of the
entertainment,  licensing,  and computer  industries,  Jeffrey Sass is currently
President and CEO and a co-founder of Trust. From October 1998 through December,
2001, Mr. Sass was co-founder and Chief  Operating  Officer of  BarPoint.com,  a
wireless  information  company.  Mr. Sass became BarPoint's  President and Chief
Executive Officer in January, 2002 and served in that capacity through February,
2004 when BarPoint engaged in a reverse merger  transaction with Fundever,  Inc.
and BarPoint subsequently changed its name to LoyaltyPoint,  Inc. (OTCBB: LYLP).
Previously Mr. Sass has held management,  production, and marketing positions at
companies  including  Gametek,  Inc.,   (1994-1995),   Intracorp   Entertainment
(1995-1997),  and Troma Entertainment (1987-1994).  At Troma, he started and ran
the independent  movie studio's  licensing and merchandising  division,  working
closely  with more than 70  manufacturers  worldwide  including  Marvel  Comics,
Playmates Toys, Golden Books Publishing, Sega, Bandai and more. After Intracorp,
in July,  1997,  Jeff formed the Marketing  Machine,  a  full-service  marketing
agency and consultant firm, servicing clients in computer hardware, software and
other industries. Mr. Sass is a graduate of Cornell University.

Michael R. Moore, Executive Vice President, Business & Legal Affairs: Michael is
a  corporate  transactional  attorney,  with  over ten  years of  experience  in
business development and venture capital, focusing primarily in the Internet and
technology  industry.  Prior to joining Trust, from July, 2000 through February,
2004 Mr. Moore was Vice  President of Business & Legal  Affairs of  BarPoint.com
(OTC BB:  BPNT),  a wireless  information  company.  In February,  2004 BarPoint
engaged  in a reverse  merger  transaction  with  Fundever,  Inc.  and  BarPoint
subsequently changed its name to LoyaltyPoint,  Inc. (OTCBB: LYLP).  Previously,
from the fall of 1994 through early 1997 Mr. Moore worked as a senior  associate
in the corporate  transactions and commercial  litigation  department at a large
law firm where he co-founded  the firm's  technology  committee and  thereafter,
from  early  1997  through  July,  2000  held a senior  management  position  at
HotOffice  Technologies,  Inc.,  the  developer  of  an  award-winning  Intranet
service. Mr. Moore simultaneously  received his Juris Doctor, cum laude, and his
Master of Business  Administration,  with  highest  distinction,  from the State
University of New York at Buffalo in 1993.

                                       4
<PAGE>

Jay Howard  Linn,  Acting  Chief  Financial  Officer:  Since  1995 Mr.  Linn has
practiced as a Certified Public Accountant in his own firm. Prior to opening his
own  office,  he was a  partner  in the CPA firm of Moss & Linn and  predecessor
partnerships  for 14  years  in  North  Miami,  Florida.  From  1977  to 1981 he
maintained a CPA practice in his own name in North Miami. Prior to that he was a
partner in the CPA firm of Sidney  Wasserman & Company in Miami Beach,  Florida.
Mr.  Linn is also an  attorney  admitted  to  practice  in U.S.  Tax Court,  the
Southern  District of Florida and Florida courts. He also serves as President of
The Rothschild  Charitable  Foundation and was a founding  director of Homestead
Federal Savings Bank. He received a Bachelor of Business  Administration in 1955
and a Juris  Doctor  in 1962  from the  University  of  Miami.  Mr.  Linn is not
employed as a full time basis with the Company.Mr. Linn also serves as Trustee
of Irrevocable Trsut Agreement Number III.


                                       5
<PAGE>
                                     PART II

ITEM 5.    MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND SMALL
           BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is traded on  Over-The-Counter  Bulletin Board under the symbol
TRTL.OB.  Our common  stock  became  eligible  for trading on December 31, 2004.
Prior to that date our  Company  had not traded for at least the last two fiscal
years. As of FEBRUARY 23, 2005,  there were 341 registered  holders of record of
our common  stock.  During 2004 there were no trades of our common  stock on the
OTC Bulletin Board.  During the period from January 1, 2005 through February 23,
2005,  our  stock  traded  as low as $ 0.02 per  share and as high as $ 0.09 per
share.

         We did not declare or pay any dividends during fiscal 2004.

            In connection with reverse merger, in August, 2004 we amended our
Certificate of Incorporation in order to, among other things, combine every ten
(10) shares of the Company's common stock into one (1) share of the Company's
common stock. In addition, also in connection with the reverse merger, we
redeemed 2,000,000 (post-split) shares of our common stock from Dr. Marc Golden,
the sole director and former principal shareholder of New Mountaintop
Corporation, for a cash consideration of $135,000. The cash was provided by
Trust Licensing, LLC. Immediately prior to the closing of the reverse merger,
Trust Licensing, LLC borrowed $165,000 from Irrevocable Trust Agreement III, Jay
Howard Linn, Trustee, a related party, for a term of nine months with interest
at the annual rate of four (4.00%) percent. We used all of the borrowed money to
fund the cash consideration and broker fees related to the reverse merger
transaction. Other than this redemption transaction, we did not purchase any of
our own securities during fiscal year 2004.

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

                    RESULTS OF OPERATIONS FOR 2004 AND 2003

         This annual report on Form 10-KSB, including this Management's
Discussion and Analysis of Financial Condition and Results of Operations,
contains forward-looking statements regarding future events and our future
results that are subject to the safe harbors created under the Securities Act of
1933 and the Securities Exchange Act of 1934. These statements are based on
current expectations, estimates, forecasts, and projections about the industries
in which we operate and the beliefs and assumptions of our management. Words
such as "expects," "anticipates," "targets," "goals," "projects," "intends,"
"plans," "believes," "seeks," "estimates," "continues," "may," variations of
such words, and similar expressions are intended to identify such
forward-looking statements. In addition, any statements that refer to
projections of our future financial performance, our anticipated growth and
trends in our business and other characterizations of future events or
circumstances are forward-looking statements. Readers are cautioned that these
forward-looking statements are only predictions and are subject to risks,
uncertainties, and assumptions that are difficult to predict. Therefore, actual
results may differ materially and adversely from those expressed in any
forward-looking statements. Readers are referred to risks and uncertainties
identified below, under "Risk Factors" and elsewhere herein. We undertake no
obligation to revise or update any forward-looking statements for any reason.

                                    OVERVIEW

         On August 24, 2004 the Company, through a newly formed wholly owned
subsidiary acquired, by merger, all of the assets and business of Trust
Licensing, L.L.C. As consideration for the merger the Company issued 270,072,000
shares of its common stock, par value $.0001 per share representing
approximately 93% of its issued and outstanding shares (after giving effect to a
1:10 reverse stock split.) The reverse merger was accompanied by a change in the
Company's Board of Directors, its management, and its business focus. Prior to
the merger, the Company had not conducted regular business operations for
several years; rather, its primary focus was seeking a business to acquire.

                                       6
<PAGE>
         Currently, through the operations of its wholly-owned subsidiary, we
are now a technology and intellectual property company that architects and
licenses various technology concepts, with a wide range of potential commercial
applications. (For purposes of convenience and clarity to the reader, for the
balance of this discussion we refer to the Company and its wholly-owned
operating subsidiary interchangeably, unless otherwise noted.)

         We plan to leverage an existing patent portfolio and related
intellectual property and technology in order to build a collection of licensees
in the areas of entertainment content (film, music, video), education,
advertising, travel and promotion. In addition to pursuing direct licensing
royalty arrangements, we will also seek to enforce our existing issued patent
and any subsequently issued or acquired issued patents against those that
infringe. We may also actively incubate and/or acquire equity interests in
select growth-oriented companies that can benefit from integration and
utilization of our intellectual property. We may also seek to acquire additional
patents and patent portfolios.

         Our initial core asset is United States Patent #6,101,534,
"Interactive, Remote, Computer Interface System." ("'534 Patent"). We have also
filed several additional patent applications with the United States Patent and
Trademark Office.

         In general, the claims of the '534 Patent cover technology that allows
multimedia content stored on a removable local media (including, but not limited
to CD-ROM and DVD-ROM discs) to be "controlled" or "released" for access by the
user by visiting a related website on the Internet.

         We are a development stage company and remain in the very early stages
of implementing our business plan. Nonetheless, we have already successfully
generated other income and taken other actions to increase the value of our
issued patent. Over time, our plan is to attempt to generate revenue from
several sources. These sources may include royalties from patent and technology
licensing, the development and sale of software applications that use our
intellectual property, and from revenue sharing opportunities that arise from
the "unlocking" or "release" of embedded content (for example, hidden additional
content on trailers and soundtracks can be used to stimulate immediate
impulse-buy online purchases). We believe that if these potential revenue
streams materialize in a timely and meaningful fashion, it will enable us to
increase shareholder value. However, we do not believe that cash flow from
operations alone will be sufficient to fund our activities in the next 12
months. As of December 31, 2004, the Company had total assets of approximately $
63,854 ($ 33,991 of which is cash), and total liabilities of $ 551,075. As
described below, we will need to obtain additional financing for us to both
implement our plans and to continue as a going concern.

Revenue  Recognition.  We follow the  guidance of the  Securities  and  Exchange
Commission's  Staff  Accounting  Bulletin  No. 104 for revenue  recognition.  In
general,  we record revenue when persuasive  evidence of an arrangement  exists,
services have been rendered or product delivery has occurred, the sales price to
the customer is fixed or determinable,  and the ability to collect is reasonably
assured.  The  following  policies  reflect  specific  criteria  for our various
revenues streams:

We intend to generate and collect periodic royalty revenue in connection with
licensing agreements associated with their intellectual property. Royalty
revenue is recognized as it is earned. We recognize income from licensing of
patents ratably over the lesser of the economic or legal life of any granted
licenses. We have not recognized any royalty revenue or licensing revenue from
the period of January 1, 2004 through December 31, 2004.

                                       7
<PAGE>
The Company recognizes other income from patent infringement claims when the
claim is settled, whether by negotiation or litigation. We recognized a total of
$ 700,000 in other income from the period of January 1, 2004 through December
31, 2004.

Impairment of Long-Lived Assets. Our long-lived assets consist of patents
(having a fair value of zero for GAAP purposes) and equipment. We review
long-lived assets and certain identifiable assets related to those assets for
impairment whenever circumstances and situations change such that there is an
indication that the carrying amounts may not be recoverable. If the undiscounted
future cash flows of the long-lived assets are less that the carrying amount,
their carrying amount is reduced to fair value and an impairment loss is
recognized. None of our long-lived assets required an impairment charge during
the twelve months ended December 31, 2004

Contingencies and Litigation. We record an accrual for contingencies and related
liabilities such as litigation when an adverse outcome is probable and the
amount of the potential liability can be reasonably estimated. We are not
currently a party in any litigation nor are we subject to any such
contingencies.

Revenue. Our revenue was zero for the twelve months ended December 31, 2004 and
for the same periods in 2003.

Other income. For the twelve months ended December 31, 2004, the Company
recognized $ 700,000 in other income resulting from the settlement of a civil
action relating to one of the Company's patents. No other income was recognized
for the twelve months period ending December 31, 2004, nor for the twelve months
period ending December 31, 2003.

Operating Expenses. Operating expenses for the twelve months ended December 31,
2004 was $ 950,735, compared to operating expenses of $ 177,805 for the same
period in 2003. The increase in operating expenses results primarily from the
following: increase in payroll (resulting from employment contracts with
officers), professional fees incurred in connection with the merger and related
public company filings, and cost of recapitalization, also R&D and rent which
did not exist in 2003.

Net Loss. Our net loss for the twelve months ended December 31, 2004 was $
254,568, compared to net losses of $177,805 for the same period in 2003. The
increase in net loss results primarily from increase in operating expenses.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2004 we had $ 33,991 in cash. We have no other liquid assets.
Prior to the reverse merger, the Company financed its activities primarily
through investments and loans from, or loans secured by, related parties.

We received an audit opinion for the fiscal year ended December 31, 2003 and for
the fiscal year ended  December 31, 2004 that includes a "going  concern"  risk,
which  raises  substantial  doubt  regarding  our ability to continue as a going
concern.  We are in  development  stage and do not  believe  that cash flow from
operations  will be sufficient to fund our  activities  over the next 12 months.
Our  ability  to  continue  as a  going  concern  is  dependent  upon  obtaining
additional  capital and debt  financing.  Until we can generate  sufficient cash
flow from our operations (which we do not anticipate in the foreseeable  future)
we expect to finance  future cash needs through  private and public  financings,
including equity  financings.  We cannot be certain that additional funding will
be available as needed,  or upon terms that are favorable.  In addition,  we may
need to curtail the implementation of our core business  activities and plans if
funding is not available.

During the period  between  January 1, 2005 and February  23, 2005,  the Company
elected to draw down  substantially all of the remaining balance on its $250,000
line of credit.

                                       8
<PAGE>

On February 22, 2005,  Irrevocable  Trust Agreement  Number III paid the Company
$20,000 to repay  amounts  previously  owed to the Company  and  included on the
Company's  financial  statements as "Due From Related Party." As of February 22,
2005,  no amounts are  currently  owed to the  Company  from  Irrevocable  Trust
Agreement Number III or any other related or affiliated party.

CAPITAL EXPENDITURES AND COMMITMENTS

We did not acquire a material amount of fixed assets during 2004 and currently
do not plan to do so during the next fiscal year.

OFF-BALANCE SHEET ARRANGEMENTS

We do not currently have any off-balance sheet arrangements.

SUBSEQUENT EVENTS

On  January  12,  2005 Mr.  Leigh M.  Rothschild,  as the sole  Director  of the
Company,  approved the adoption of the Company's Equity Incentive Plan, covering
50,000,000 shares of the Company's common stock.  Thereafter,  Irrevocable Trust
Agreement  Number III,  Jay Howard  Linn,  Trustee,  owning  approximately  43%,
Jeffrey W. Sass, owning  approximately 22%, Michael Moore, owning  approximately
3% and Leigh M. Rothschild,  owning  approximately 16% of the outstanding shares
of common stock of the Company,  as of the Record Date,  each signed the written
consent  approving  and adopting the Plan in accordance  with the  provisions of
Section 228 of the Delaware Corporation Law.

During the period between January 1, 2005 and February 23, 2005, the Company
elected to draw down substantially all of the remaining balance on its
$250,000 line of credit.

On February 22, 2005, Irrevocable Trust Agreement Number III paid the Company
$20,000 to repay amounts previously owed to the Company and included on the
Company's financial statements as "Due From Related Party". As of February 22,
2005, no amounts are currently owed to the Company from Irrevocable Trust
Agreement Number III or any other related or affiliated party.

ISSUES AND UNCERTAINTIES

This Annual Report on Form 10-K contains statements that are forward-looking.
These statements are based on current expectations and assumptions that are
subject to risks and uncertainties. Actual results could differ materially
because of issues and uncertainties such as those listed below and elsewhere in
this report, which, among others, should be considered in evaluating our future
financial performance.

In addition to those risks cited in the Company's prior filings, the following
are additional risk factors to which the Company desires to draw your attention:

We have a limited history of operations. There can be no assurance that the
Company will be able to achieve profitability in the future and, if achieved,
sustain such profitability. The Company anticipates that marketing and selling
the product offerings as contemplated herein will require substantial
expenditures. Accordingly, an investment in the Company is extremely speculative
in nature and involves a high degree of risk.

We have had a history of operating losses. The Company has a history of
operating losses and there is no guarantee the Company will be able to achieve a
positive operating income in the future and, if achieved, sustain such positive

                                       9
<PAGE>
operating income. Accordingly, an investment in the Company is extremely
speculative in nature and involves a high degree of risk.

We are a development stage company and have limited operating history. We are a
development stage company and have a limited income history from the licensing
of our technology. While the company has generated in excess of $700,000 in
other income, there can be no assurance that we will be able to continue to
generate income or achieve profitability in the future from our intended
operations. If profitability is achieved there is no assurance that it can be
sustained. We anticipate that creating and marketing new technology will require
additional expenditures. Accordingly, an investment in us is extremely
speculative in nature and involves a high degree of risk.

If we are unable to achieve and manage our growth our business may be adversely
affected. Our ability to achieve and manage growth effectively will require us
to continue to improve and expand our operational and management capabilities,
specifically our financial management capabilities, and to attract, train,
motivate, manage and retain skilled employees. Any failure by us to manage our
growth effectively could have a material adverse effect on our business,
operating results and financial condition.

Our technology, and the law governing such technology, is subject to rapid
change. The Company's issued and pending patents and new main business activity
involves CD, DVD, Internet and other computer technologies. These are areas that
have experienced and are expected to continue to experience rapid changes.
Companies that have not kept up with these changes have been adversely impacted.
There is no assurance that management will be able to keep up with these changes
and failure to do so may have a material adverse effect on operations. In
addition, given that the Company's business is premised largely upon the
creation, maintenance and enforcement of intellectual property rights, any
changes in the applicable laws with respect to the maintenance and enforcement
of intellectual property rights could have a material adverse impact on the
Company.

If our applications for pending patents are not granted it could materially
affect our business. The Company has applied for patent protection for some
aspects of its technology. There can be no guarantee or assurance that the
patents or trademarks applied for will be awarded. In the event the Company is
not awarded certain patent or trademark claims, or if other companies are
granted patent protection on similar and/or competing technology, it may be
difficult for us to maintain an advantage over our competition. Even if our
patent or trademarks are granted, there is no assurance that competitors will
not infringe upon them, or the Company's already issued patent.

If we are unable to protect our intellectual property, this could have a
material adverse effect on the Company. Our ability to compete depends, in part,
upon successful protection of our proprietary property. We plan to protect
proprietary and intellectual property rights through available patent, copyright
and trademark laws and licensing and distribution arrangements with reputable
companies. Despite these precautionary measures, existing patent, copyright and
trademark laws afford only limited protection in certain jurisdictions. We may
distribute our solutions in other jurisdictions in which there is no protection.
As a result, it may be possible for unauthorized third parties to copy and
distribute our intellectual property. This could result in a material adverse
effect on the Company.

Litigation to enforce our intellectual property rights can be time-consuming and
costly. In connection with our intellectual property, litigation may be
necessary to enforce and protect our intellectual property rights, or to
determine the validity and scope of the proprietary rights of others or to
defend against claims of infringement or invalidity. Any such litigation could
take an extended period of time to resolve and, even if the Company is
successful in the litigation, result in significant costs and the diversion of
resources that could have a material adverse effect on our business, operating

                                       10
<PAGE>
results or financial condition. In addition, there is no assurance that the
Company would be able to collect any damages should it receive a favorable
judgment against an infringer. We may also receive notice of claims of
infringement of other parties' proprietary rights. There can be no assurance
that infringement or invalid claims will not materially adversely affect our
business, financial condition or results of operations.

We are subject to intense competition. The CD, DVD, software and Internet
industries are highly competitive. The Company's competitors range from small
companies with limited resources to large companies with substantial financial,
technical and marketing resources. Competitors with greater financial resources
than us may be able to broaden their offerings, make greater investments in
design and product development, undertake more extensive marketing campaigns,
and adopt more aggressive pricing policies than the Company. There can be no
assurance that the Company will be able to respond effectively to market changes
or to compete successfully in the future.

Investors may experience dilution of their interest in the Common Stock.
Additional financings by the Company might be offered at prices less than that
originally paid by investors and could result in dilution.

We are dependent upon our key personnel. The Company's success depends largely
on highly skilled personnel. The Company relies heavily upon personnel having
skills in areas such as determining the validity of intellectual property,
maintaining intellectual property, identifying infringing parties, and
developing and commercializing the Company's intellectual property. The loss of
the services of any key personnel could adversely affect the Company.

We are controlled by our principal shareholders. At present, our principal
shareholders own approximately 93% of the issued and outstanding Common Stock
and therefore have the ability to elect all of the members of the Board of
Directors of the Company. As such, control of the Company will remain with the
controlling shareholders who will continue to formulate business decisions and
policy.

The United States penny stock rules may make it more difficult for investors to
sell their shares. Shares of the Company's common stock are subject to rules
adopted by the Securities and Exchange Commission regulating broker-dealer
practices in connection with transactions in "penny stocks." These rules require
that prior to effecting any transaction in a penny stock, a broker or dealer
must give the customer a risk disclosure document that describes various risks
associated with an investment in penny stocks, as well as various costs and fees
associated with such an investment. It is possible that some brokers may be
unwilling to engage in transactions involving shares of the Company's common
stock because of the added disclosure requirements, which would make it more
difficult for a purchaser in this offering to sell his shares.

We may not be able to obtain additional funding to meet our needs for future
growth and development. Our ability to cover our general and administrative
expenses and expand our business depends upon our ability to obtain financing.
If funding is not available, there could be a material adverse effect on us.

Developing application prototypes can be time consuming and complicated.
Developing prototype applications based upon our patents and intellectual
property can be time-consuming and complicated. Problems and delays in the
application development and deployment process often arise. Given that we expect
a portion of our future revenue to come from licensing particular applications
of our patents and intellectual property, any problems or delays in the
application development and deployment process could adversely affect our
revenue.

We do not carry liability insurance or business interruption insurance. Although
we carry  customary  Director's & Officer's  Insurance,  we do not carry general

                                       11
<PAGE>
liability insurance or business interruption insurance at this time. The company
intends to purchase such insurance  after it either brings in a material  amount
of additional revenue or after it raises additional  capital.  Consequently,  if
any peril or event  occurs  that  would  subject  the  company to  liability  or
business interruption, we will not be insured for that loss. Such an event could
severely  affect our  ability to conduct  our  normal  business  operations  and
adversely affect both our business  operations and our  revenue.


                                       12
<PAGE>
                      Trust Licensing, Inc. and Subsidiary
                          (A Development Stage Company)


                                    Contents

                                                                        Page(s)

Report of Independent Registered Public Accounting Firm                   14

 Consolidated Balance Sheet                                               15

 Consolidated Statements of Operations                                    16

 Consolidated Statement of Changes in Stockholders' Deficiency            17

 Consolidated Statements of Cash Flows                                    18

 Notes to Consolidated Financial Statements                            19-29


                                       13
<PAGE>


             Report of Independent Registered Public Accounting Firm

To the Board of Directors of:
Trust Licensing, Inc.
(A Development Stage Company)

We have audited the accompanying consolidated balance sheet of Trust Licensing,
Inc. and Subsidiary (a development stage company) as of December 31, 2004 and
the related consolidated statements of operations, changes in stockholders'
deficiency and cash flows for the years ended December 31, 2004 and 2003 and for
the period from July 19, 2001 (inception) to December 31, 2004. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly in all material  respects,  the consolidated  financial position of Trust
Licensing,  Inc. and Subsidiary (a development stage company) as of December 31,
2004, and the consolidated results of their operations, changes in stockholders'
deficiency  and cash flows for the years ended  December 31, 2004 and 2003,  and
for the  period  from  July 19,  2001  (inception)  to  December  31,  2004,  in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 9 to the
consolidated financial statements, the Company has no revenues, a net loss of
$254,568 and cash used in operations of $126,093 in 2004, a working capital
deficiency of $497,084, a stockholders' deficiency of $487,221 and a deficit
accumulated during development stage of $557,626 at December 31, 2004. These
factors raise substantial doubt about its ability to continue as a going
concern. Management's plan in regards to these matters is also described in Note
9. The consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty.



SALBERG & COMPANY, P.A.
Boca Raton, Florida
February 7, 2005

                                       14
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


<PAGE>
ITEM 7.    FINANCIAL STATEMENTS

                      Trust Licensing, Inc. and Subsidiary
                         (A Development Stage Company)
                           Consolidated Balance Sheet
                               December 31, 2004

ASSETS

Current Assets
  Cash                                                                                      $         33,991
  Due from Related Party                                                                              20,000
                                                                             --------------------------------

Total Current Assets                                                                                  53,991
                                                                             --------------------------------


Office equipment, net of $22,605 accumulated depreciation                                              9,863

                                                                             --------------------------------
Total Assets                                                                                $         63,854
                                                                             ================================

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities
  Accounts payable                                                                          $         26,146
  Accounts payable , related party                                                                    47,699
  Accrued expenses                                                                                    10,645
  Accrued compensation, officers                                                                     104,101
  Accrued payroll taxes payable                                                                       17,276
  Note payable, related party                                                                        190,000
  Accrued interest payable, related party                                                              2,563
  Accrued interest payable                                                                             1,270
  Line of credit                                                                                     151,375
                                                                             --------------------------------

Total Current Liabilities                                                                            551,075
                                                                             --------------------------------

Commitments and Contingencies (See Note 8)

Stockholders' Deficiency
  Common stock,  $0.0001 par value; 500,000,000 shares authorized,

   294,066,663 shares issued and outstanding                                                          29,407

  Additional Paid-in Capital                                                                          40,998

  Deficit accumulated during the development stage                                                 (557,626)
                                                                             --------------------------------

Total Stockholders' Deficiency                                                                     (487,221)
                                                                             --------------------------------

Total Liabilities and Stockholders' Deficiency                                              $         63,854


          See Accompanying Notes to Consolidated Financial Statements

                                       15
<PAGE>

                      Trust Licensing, Inc. and Subsidiary
                         (A Development Stage Company)
                     Consolidated Statements of Operations
                                                                                                           For the
                                                                                                         Period from
                                                                        Year ended                      July 19, 2001
                                                                       December 31,                    (Inception) to
                                                                 2004                2003             December 31, 2004
                                                          ---------------------------------------- ------------------------

Revenue                                                       $   -                $    -               $    -

                                                          ---------------------------------------- ------------------------
Operating Expenses

Payroll and contract services                                       369,543             -                    369,543

Professional fees                                                   258,686           162,667                477,733

Research and development                                             30,194             -                     30,194

Rent                                                                 19,255             -                     19,255
Depreciation                                                          9,398             7,178                 22,605

Costs of recapitalization                                           197,217             -                    197,217

General and administrative                                           66,442             2,890                 80,981
Impairment loss
                                                                         -              5,070                 61,265
                                                          ---------------------------------------- ------------------------

Total Operating Expenses                                            950,735           177,805               1,258,793
                                                          ---------------------------------------- ------------------------


Loss from Operations                                               (950,735)         (177,805)             (1,258,793)

Other Income (Expense)

Other income                                                        700,000              -                    705,000
Interest expense - related party
                                                                     (2,563)                                  (2,563)
Interest expense
                                                                     (1,270)             -                    (1,270)
                                                          ---------------------------------------- ------------------------

Total Other Income (Expense)                                        696,167              -                    701,167
                                                          ---------------------------------------- ------------------------

Net Loss                                                   $       (254,568)   $     (177,805)    $         (557,626)
                                                          ======================================== ========================

Net Loss Per Share  - Basic and Diluted                    $            -      $         -        $              -

Weighted average number of shares outstanding
  during the year - basic and diluted                             278,552,307         270,072,000              272,526,649
                                                          ======================================== ========================

          See Accompanying Notes to Consolidated Financial Statements

                                       16
<PAGE>
                      Trust Licensing, Inc. and Subsidiary
                          (A Development Stage Company)
          Consolidated Statement of Changes in Stockholders' Deficiency
Years ended December 31, 2004 and 2003 and for the period from July 19, 2001 (inception) to December 31, 2004

                                  Common Stock
                        ---------------------------------
                                        Shares          Amount          Additional Paid-in       Deficit accumulated     Total
                                                                                               during the development
                                                                             Capital                   stage
                                    --------------------------------  ---------------------- --------------------------------------
Issuance to founders                   270,072,000        $  27,007            $    (7,007)    $          -           $  20,000

Net loss, 2001                                   -                -                       -        (47,059)            (47,059)
                                    --------------------------------  ---------------------- -----------------------------------

Balance, December 31, 2001             270,072,000           27,007                 (7,007)        (47,059)            (27,059)

Net loss, 2002                                   -                -                       -        (78,194)            (78,194)
                                    --------------------------------  ---------------------- -----------------------------------

Balance, December 31, 2002             270,072,000           27,007                 (7,007)       (125,253)           (105,253)

Net loss, 2003                                   -                -                       -       (177,805)           (177,805)
                                    --------------------------------  ---------------------- -----------------------------------

Balance, December 31, 2003             270,072,000           27,007                 (7,007)       (303,058)           (283,058)

Deemed issuance                         22,328,000            2,233                 (2,233)               -                   -

Recapitalization (net equity at reverse         -                -                     405               -                 405
merger date)

Shares issued in exchange for            1,666,663              167                  49,833               -              50,000
consulting fees

Net loss, 2004                                   -                -                       -       (254,568)           (254,568)

                                    --------------------------------  ---------------------- -----------------------------------
Balance, December 31, 2004             294,066,663        $  29,407              $   40,998    $   (557,626)        $  (487,221)
                                    ================================  ====================== ===================================

          See Accompanying Notes to Consolidated Financial Statements

                                       17
<PAGE>
                      Trust Licensing, Inc. and Subsidiary
                         (A Development Stage Company)
                     Consolidated Statements of Cash Flows
                         Year Ended For the period from
                                                                                                   July 19, 2001
                                                                      December 31,                 (Inception) to
                                                                       2004            2003      December 31, 2004
                                                              -------------- ---------------   -----------------------
Cash Flows From Operating Activities:
Net Loss                                                         $(254,568)      $(177,805)           $     (557,626)
Adjustments to reconcile net loss to net cash
  used in operations:

Impairment loss - patent and trademark                                    -           5,070                    61,265

Depreciation                                                          9,398           7,178                    22,605

Stock issued for services                                            50,000               -                    50,000
Changes in operating assets and liabilities:

  Accounts payable                                                (114,477)         131,793                    26,146

  Accounts payable, related party                                    47,699               -                    47,699

  Accrued expenses                                                   10,645               -                    10,645

  Accrued compensation, officer                                     104,101               -                   104,101

  Accrued payroll taxes payable                                      17,276               -                    17,276

  Accrued interest payable, related party                             2,563               -                     2,563

  Accrued interest payable                                            1,270               -                     1,270
                                                              -------------- ---------------   -----------------------

Net Cash Used In Operating Activities                             (126,093)        (33,764)                 (214,056)
                                                              -------------- ---------------   -----------------------

Cash Flows From Investing Activities:

  Purchase of equipment                                            (11,576)         (7,566)                  (32,468)

  Patent and trademark cost disbursements                                 -         (5,070)                  (61,265)

  Cash acquired in recapitalization                                     405               -                       405

  Advance to related party                                         (20,000)               -                  (20,000)
                                                              -------------- ---------------   -----------------------

Net Cash Used In Investing Activities                              (31,171)        (12,636)                 (113,328)
                                                              -------------- ---------------   -----------------------

Cash Flows From Financing Activities:

  Proceeds from issuance of common stock                                  -               -                    20,000

  Proceeds from related party note                                  190,000               -                   190,000

  Proceeds from related party loans                                 110,000          36,000                   266,000

  Proceeds from line of credit                                      151,375               -                   151,375

  Repayments on related party loans                               (266,000)               -                 (266,000)
                                                              -------------- ---------------   -----------------------

Net Cash Provided By Financing Activities                           185,375          36,000                   361,375
                                                              -------------- ---------------   -----------------------
Net Increase (Decrease) in Cash
                                                                     28,111        (10,400)                    33,991


Cash at Beginning of Period                                           5,880          16,280                         -
                                                              -------------- ---------------   -----------------------

Cash at End of Period                                              $ 33,991        $  5,880            $       33,991
                                                              ============== ===============   =======================

Supplemental disclosure of cash flow information:
Cash paid for interest                                               $    -          $    -              $          -
                                                              ============== ===============   =======================
Cash paid for taxes                                                  $    -          $    -              $          -
                                                              ============== ===============   =======================

          See Accompanying Notes to Consolidated Financial Statements

                                       18
<PAGE>
Trust Licensing, Inc. and Subsidiary
(A Development Stage Company)
Notes to Consolidated Financial Statemetns
December 31, 2004

Note 1   Nature of Operations and Summary of Significant Accounting Policies

         (A) Nature of Business

         Trust Licensing, LLC ("TLLLC") ("Company") was formed as a Florida
         limited liability corporation on July 19, 2001. On August 24, 2004, the
         Company entered into a transaction that was treated as a
         recapitalization with a publicly held shell known as New Mountaintop,
         Corporation ("NMC"). NMC was incorporated in Delaware on December 11,
         1989. On August 23, 2004, NMC formed a wholly owned subsidiary named
         Trust Licensing, Inc. ("TLI") (legal acquirer), a Florida Corporation,
         which TLLLC was merged into in a transaction treated as a
         recapitalization of TLLLC. (See Note 6(B) regarding recapitalization).

         The Company is a technology and intellectual property company that
         designs technology concepts with a wide range of potential commercial
         applications. Currently the Company owns one issued patent, #6,101,534
         ("#534 Patent") (see Notes 7 and 8(A)). The Company intends to license
         various technologies pursuant to the #534 Patent. The Company was
         originally formed to leverage an existing patent portfolio (both issued
         and applied for patents) and related intellectual property and
         technology. In addition to direct licensing royalty arrangements, it
         intends to enter into the Company has also enforced its rights
         pertaining to the patent #534 (see Note 8(A)).

         Activities during the development stage include acquisition of
         equity-based financing, acquisition of and creation of intellectual
         properties and certain research and development activities to improve
         current technological concepts.

         (B) Principles of Consolidation

         The consolidated financial statements include the accounts of Trust
         Licensing, Inc. f/k/a New Mountaintop Corporation, a Delaware
         corporation and its wholly owned subsidiary, Trust Licensing, LLC n/k/a
         Trust Licensing, Inc., a Florida corporation (collectively, the
         "Company"). All significant intercompany accounts and transactions have
         been eliminated in consolidation.

         (C) Use of Estimates

         In preparing financial statements, management is required to make
         estimates and assumptions that affect the reported amounts of assets
         and liabilities, disclosure of contingent assets and liabilities at the
         date of the financial statements, and revenues and expenses during the
         periods presented. Actual results may differ from these estimates.

         Significant estimates during 2004 and 2003 include depreciable lives on
         equipment, valuation of intangible assets and valuation allowance for
         deferred tax assets.

         (D) Cash and Cash Equivalents

         For the purpose of the cash flow statements, the Company considers all
         highly liquid investments with original maturities of three months or
         less at the time of purchase to be cash equivalents.

         (E) Concentrations

         The Company maintains its cash in bank deposit accounts, which, at
         times, exceed federally insured limits. As of December 31, 2004, the
         Company did not have any deposits in excess of federally insured
         limits. The Company has not experienced any losses in such accounts
         through December 31, 2004.

                                       19
<PAGE>
Trust Licensing, Inc. and Subsidiary
(A Development Stage Company)
Notes to Consolidated Financial Statemetns
December 31, 2004

         (F) Equipment

         Equipment is stated at cost, less accumulated depreciation.
         Expenditures for maintenance and repairs are charged to expense as
         incurred. Depreciation is provided using the 200% double declining
         balance method over the estimated useful lives of the assets, which is
         five years.

         (G) Long-Lived Assets

         The Company reviews long-lived assets and certain identifiable assets
         related to those assets for impairment whenever circumstances and
         situations change such that there is an indication that the carrying
         amounts may not be recoverable. If the undiscounted future cash flows
         of the long-lived assets are less that the carrying amount, their
         carrying amount is reduced to fair value and an impairment loss is
         recognized. During the years ended December 31, 2004 and 2003, and for
         the period from July 19, 2001 (inception) to December 31, 2004, the
         Company recognized an impairment loss of $0, $5,070 and $61,265,
         respectively. The impairment losses are related to previously
         capitalized amounts relating to the #534 Patent. (See Notes 2, 7 and
         8(A))

         (H) Revenue Recognition

         The Company follows the guidance of the Securities and Exchange
         Commission's Staff Accounting Bulletin No. 104 for revenue recognition.
         In general, the Company records revenue when persuasive evidence of an
         arrangement exists, services have been rendered or product delivery has
         occurred, the sales price to the customer is fixed or determinable, and
         collectability is reasonably assured. The following policies reflect
         specific criteria for the various revenues streams of the Company:

         (i)      Royalty Revenue

                  The Company intends to generate and collect periodic royalty
                  revenue in connection with licensing agreements associated
                  with its intellectual property. Royalty revenue is recognized
                  as it is earned. The Company did not recognize any royalty
                  revenue for the years ended December 31, 2004 and 2003, or for
                  the period from July 19, 2001 (inception) to December 31,
                  2004, respectively.

         (ii)     Licensing Revenue

                  The Company recognizes income from licensing of patents
                  ratably over the lesser of the economic or legal life of any
                  granted licenses. The Company did not recognize any licensing
                  revenue for the years ended December 31, 2004 and 2003, or for
                  the period from July 19, 2001 (inception) to December 31,
                  2004, respectively.

         (iii)    Other

                  The Company recognizes other income from patent infringement
                  claims when the claim is settled, whether by negotiation or
                  litigation. The Company recognized other income of $700,000
                  for the year ended December 31, 2004. (See Note 8(A) and
                  below)

         During the year ended December 31, 2002, the Company recognized $5,000
         as a component of other income. The source of this income came from
         what resulted in a settlement between the Company and an unrelated
         third party relating to the #534 Patent. There were no continuing
         commitments in connection with this settlement.

                                       20
<PAGE>
Trust Licensing, Inc. and Subsidiary
(A Development Stage Company)
Notes to Consolidated Financial Statemetns
December 31, 2004

         (I) Net Loss Per Share

         In accordance with Statement of Financial Accounting Standards No. 128,
         "Earnings per Share", basic earnings per share is computed by dividing
         the net income (loss) less preferred dividends for the period by the
         weighted average number of shares outstanding. Diluted earnings per
         share is computed by dividing net income (loss) less preferred
         dividends by the weighted average number of shares outstanding
         including the effect of share equivalents. At December 31, 2004 and
         2003, and for the period from July 19, 2001 (inception) to December 31,
         2004, there were no common share equivalents, which could potentially
         dilute future earnings per unit.

         (J) Research and Development Costs

         In 2004, the Company disbursed $30,194 in connection with the
         maintenance of patent #534. Pursuant to SFAS No. 2, "Research and
         Development Costs" ("SFAS 2"), these disbursements should be expensed
         as incurred. Research and development expense was $30,194, $0 and
         $30,194 for the years ended December 31, 2004, 2003 and for the period
         from July 19, 2001 (inception) to December 31, 2004, respectively.

         (K) Income Taxes

         For the period from July 19, 2001 (inception) to August 24, 2004, TLLLC
         was taxed as a partnership and was not subject to federal and state
         income taxes; accordingly, no provision had been made.

         On August 24, 2004, effective with the reverse triangular merger and
         the change in legal entity from a limited liability corporation to a
         C-Corporation, the Company accounts for income taxes under the
         Financial Accounting Standards No. 109 "Accounting for Income Taxes"
         ("Statement 109"). Under Statement 109, deferred tax assets and
         liabilities are recognized for the future tax consequences attributable
         to differences between the financial statement carrying amounts of
         existing assets and liabilities and their respective tax bases.
         Deferred tax assets and liabilities are measured using enacted tax
         rates expected to apply to taxable income in the years in which those
         temporary differences are expected to be recovered or settled. Under
         Statement 109, the effect on deferred tax assets and liabilities of a
         change in tax rates is recognized in income in the period, which
         includes the enactment date. (See Note 10)

         (L) New Accounting Pronouncements

         Statement No. 144 "Accounting for the Impairment or Disposal of
         Long-Lived Assets" supercedes Statement No. 121 "Accounting for the
         Impairment of Long-Lived Assets and for Long-Lived Assets to be
         Disposed of" ("SFAS 121"). Though it retains the basic requirements of
         SFAS 121 regarding when and how to measure an impairment loss, SFAS 144
         provides additional implementation guidance. SFAS 144 excludes goodwill
         and intangibles not being amortized among other exclusions. SFAS 144
         also supercedes the provisions of APB 30, "Reporting the Results of
         Operations," pertaining to discontinued operations. Separate reporting
         of a discontinued operation is still required, but SFAS 144 expands the
         presentation to include a component of an entity, rather than strictly
         a business segment as defined in SFAS 131, "Disclosures about Segments
         of an Enterprise and Related Information." SFAS 144 also eliminates the
         current exemption to consolidation when control over a subsidiary is
         likely to be temporary. This statement is effective for all fiscal
         years beginning after December 15, 2001. The adoption of SFAS 144 had a
         material effect on the Company's financial position, results of
         operations and liquidity due to the Company reporting impairment
         charges relating to a contributed patent (see Notes 2, and 7) of $0,
         $5,070 and $61,265, respectively, for the years ended December 31, 2004
         and 2003, and for the period from July 19, 2001 (inception) to December
         31, 2004, respectively.

                                       21
<PAGE>
Trust Licensing, Inc. and Subsidiary
(A Development Stage Company)
Notes to Consolidated Financial Statemetns
December 31, 2004

         In January 2003, the FASB issued FASB Interpretation No. 46,
         "Consolidation of Variable Interest Entities" ("FIN 46"), as amended by
         FIN46(R), which represents an interpretation of Accounting Research
         Bulletin No. 51 ("ARB 51"), "Consolidated Financial Statements". ARB 51
         requires that a Company's financial statements include subsidiaries in
         which the Company has a controlling financial interest. That
         requirement usually has been applied to subsidiaries in which the
         Company has a majority voting interest. However, the voting interest
         approach is not effective in identifying controlling financial
         interests in entities (referred to as "variable interest entities")
         that are not controllable through voting interests or in which the
         equity investors do not bear the residual economic risks. FIN 46
         provides guidance on identifying variable interest entities and on
         assessing whether a Company's investment in a variable interest entity
         requires consolidation thereof. As amended by FIN 46(R), this
         interpretation is effective by the end of the first reporting period
         ending after December 15, 2003 for small business issuers that have
         special purpose entities and after December 15, 2004 for all other
         types of variable interest entities. The adoption of FIN 46 did not
         have a material impact on the Company's consolidated financial
         position, results of operations, or liquidity.

         In December 2004, the FASB issued SFAS 153 "Exchanges of Non-monetary
         Assets" - an amendment of APB Opinion No. 29. This Statement amended
         APB Opinion 29 to eliminate the exception for non-monetary exchanges of
         similar productive assets and replaces it with a general exception for
         exchanges of non-monetary assets that do not have commercial substance.
         A non-monetary exchange has commercial substance if the future cash
         flows of the entity are expected to change significantly as a result of
         the exchange. The adoption of this Standard is not expected to have any
         material impact on the Company's consolidated financial position,
         results of operations or cash flows.

         In December, 2004, the FASB issued SFAS 123 (revised 2004) "Share-Based
         Payment". This Statement requires that the cost resulting from all
         share-based transactions be recorded in the financial statements. The
         Statement establishes fair value as the measurement objective in
         accounting for share-based payment arrangements and requires all
         entities to apply a fair-value-based measurement in accounting for
         share-based payment transactions with employees. The Statement also
         establishes fair value as the measurement objective for transactions in
         which an entity acquires goods or services from non-employees in
         share-based payment transactions. The Statement replaces SFAS 123
         "Accounting for Stock-Based Compensation" and supersedes APB Opinion
         No. 25 "Accounting for Stock Issued to Employees". The provisions of
         this Statement will be effective for the Company beginning with its
         fiscal year ending 2005. The Company is currently evaluating the impact
         this new Standard will have on its consolidated financial position,
         results of operations or cash flows.

         (M) Reclassifications

         Certain amounts in the year 2003 consolidated financial statements have
         been reclassified to conform to the year 2004 consolidated
         presentation.

Note 2   Patent

Prior to the formation of TLLLC (July 19, 2001), the individual who is the
primary beneficiary of Irrevocable Trust Agreement Number I ("Trust I") (see
below) had created, maintained and enhanced the #534 Patent. Pursuant to Staff
Accounting Bulletin Topic 5(G), "Transfers of Nonmonetary Assets by Promoters or
Shareholders", the patent was contributed to the Company at its historical cost
basis of $0 as determined under generally accepted accounting principles. (See
Notes 7 and 8(A))

On August 13, 2001, the patent was validly assigned from the individual/promoter
to Trust I and then simultaneously assigned from Trust I to TLLLC. Subsequently,
all costs incurred and paid by the Company were initially capitalized. Pursuant
to SFAS No. 144, management is unable to predict positive future cash flows that
can be generated from patent #534 and could not assess a non-zero fair value of
the patent. Pursuant to SFAS No. 144, as discussed above, all costs were
considered non-recoverable and the Company charged the statement of operations
for the related impairment loss.

                                       22
<PAGE>
Trust Licensing, Inc. and Subsidiary
(A Development Stage Company)
Notes to Consolidated Financial Statemetns
December 31, 2004

The impairment losses are as follows:

July 19, 2001 (inception) to December 31, 2001                $  17,014
Year ended December 31, 2002                                     39,181
Year ended December 31, 2003                                      5,070
Year ended December 31, 2004                                         -
                                                              ------------
Total impairment loss                                         $  61,265
                                                               =========

Note 3   Loans Receivable and Payable, Related Parties

Prior to the merger the Company's sole member and 100% owner was Trust III. The
primary beneficiary of Trust III is the Company's Founder. Since July 19, 2001
(Inception) and from time to time, Trust III has advanced working capital to the
Company. Total advances prior to the merger were as follows:

July 19, 2001 (inception) to December 31, 2001                $  20,000
Year ended December 31, 2002                                    100,000
Year ended December 31, 2003                                      29,000
Year ended December 31, 2004                                    110,000
                                                              ---------

Total advances from Trust III                                 $259,000
                                                              ========

In addition to the above advances, a separate Trust directly related to the
Company's Founder also advanced working capital of $7,000 during the year ended
December 31, 2002.

All $266,000 of these advances were repaid in full on June 7, 2004.  (See Note 7)

An additional $20,000 was advanced to Trust III on June 7, 2004. At December 31,
2004,  the $20,000 has been  recorded on the balance sheet as Due from a related
party. (See Note 7). This amount has been repaid to the Company in full as of
February 22, 2005.

All loans to and from Trust III are non-interest bearing, unsecured and due on
demand.

Note 4 Note Payable, Related Parties and Accrued Interest Payable, Related Party

On August 24, 2004, the Company issued a note payable for $165,000 to Trust III
for a term of nine months bearing interest at the annual rate of 4%. The
borrowing was unsecured. The Company used these funds in connection with the
reverse triangular merger in order to acquire NMC (a public shell) (see Notes
6(B) and 7). During the year ended December 31, 2004, the entire $165,000 was
charged to operations as costs of recapitalization. Of the $165,000 borrowed,
$135,000 was paid to NMC's former sole officer and director to acquire NMC and
the remaining $30,000 represented a finder's fee paid to an unrelated third
party who arranged for the transaction.

On October 8, 2004, the Company issued a note payable for $25,000 to Trust III
for a term of nine months bearing interest at the annual rate of 4%. The
borrowing was unsecured. (See Note 7)

Total notes payable, related party aggregated $190,000 at December 31, 2004.

At December 31, 2004, the Company had accrued interest payable with a related
party for $2,563.

See Notes 6(B) and 7.

                                       23
<PAGE>
Trust Licensing, Inc. and Subsidiary
(A Development Stage Company)
Notes to Consolidated Financial Statemetns
December 31, 2004

Note 5   Line of Credit

On October 6, 2004, the Company entered into a revolving line of credit as
evidenced by a promissory note. Pursuant to the terms of the promissory note,
the Company may borrow up to $250,000. The interest rate is variable and can
adjust on a daily basis to the Wall Street Journal Prime Rate. This rate plus
1.5% will be the amount of the variable interest rate. On the date in which the
promissory note was executed, the Company's initial rate was 6.25%. The note is
unsecured. The debt is being guaranteed by an entity controlled by the Company's
Chairman. At December 31, 2004, the Company had drawn down $151,375 on the line
of credit and accrued a liability for $151,375.

At December 31, 2004, the Company had accrued interest payable of $1,270.

See Note 11 for additional draw down.

Note 6   Stockholders' Deficiency

(A)      Stock issuances

     On or about July 19, 2001 (Inception), the Company sold 100 units for
     $20,000 to Trust III. (See Note 7) On August 24, 2004, the Company issued
     1,666,663 shares of its common stock having a fair value of $0.03 per share
     aggregating $50,000 in exchange for consulting services rendered. The fair
     value of the stock was based on a mutual understanding between the Company
     and the service provider based on the value of the services provided. There
     have been no recent cash offerings in which to base the fair value per
     share. In addition, the stock was not publicly traded as of December 31,
     2004.

(B)      Recapitalization

     On August 24, 2004 (the "recapitalization date"), the Company was acquired
     by an inactive publicly held Delaware corporation in a transaction
     accounted for as a reverse triangular merger and recapitalization of the
     Company. The members/stockholders of the Company received 270,072,000
     common shares of the publicly held company or approximately 93% of the
     total outstanding voting common stock just subsequent to the reverse
     triangular merger and after giving effect to a 1:10 reverse common stock
     split of the Delaware Corporation prior to the reverse triangular merger.
     The shares of common stock were issued to the members of TLLLC as follows;
     Trust III, the sole member of TLLLC prior to the recapitalization received
     195,054,000 shares, the Company's President and CEO received 65,018,000
     shares and the Company's Executive Vice President and Secretary received
     10,000,000 shares. As part of the reverse triangular merger, NMC redeemed
     2,000,000 (post-split) shares of its common stock from its sole director
     and former principal shareholder for cash consideration paid to the former
     principal stockholder of NMC totaling $135,000. The 2,000,000 shares were
     cancelled, retired and available for future reissuance. Immediately prior
     to the closing, Trust Licensing, LLC borrowed $165,000 from Trust III, a
     related party, (See Notes 4 and 7). The entire $165,000 was charged to
     operations as a cost of recapitalization.

     In addition to the $165,000 paid for the public shell, the Company incurred
     and paid an additional $32,217 (see Note 7) for certain related legal and
     other professional fees associated with the recapitalization. For the year
     ended December 31, 2004, the Company charged the statement of operations
     for $197,217 as total costs of recapitalization.

     As a result of the above recapitalization, the original shareholders of the
     publicly held shell are deemed to have been issued 22,328,000 common shares
     of the Company. All share and per share information in the accompanying
     consolidated financial statements has been retroactively restated to
     reflect the recapitalization.

     The Company's financial statements just after the transaction consist of
     the assets and liabilities of both entities at historical cost, the
     historical operations of the Company (TLLLC), and the operations of the
     publicly held corporation from the recapitalization date.

                                       24
<PAGE>
Trust Licensing, Inc. and Subsidiary
(A Development Stage Company)
Notes to Consolidated Financial Statemetns
December 31, 2004

     (C) Corporate Name Change

     On September 15, 2004, the Company changed its name from New Mountaintop
     Corporation to Trust Licensing, Inc.

Note 7   Related Parties

On July 19, 2001  (inception),  the Company  sold 100 units for $20,000 to Trust
III. (See Note 3)

On August 13, 2001, the patent was validly assigned from the individual/promoter
to Trust I and simultaneously  assigned from Trust I to TLLLC.  Effective August
24,  2004,  the  patent  is owned by Trust  Licensing,  Inc.  as a result of the
reverse triangular merger. (See Note 2)

During the period  from July 19, 2001  (inception)  to December  31,  2004,  the
Company  received working capital from related parties  totaling  $266,000.  The
Company also repaid the entire $266,000 on June 7, 2004. (See Note 3)

During the year ended December 31, 2004, the Company advanced Trust III $20,000.
(See Note 3)

On August 24, 2004 and October 8, 2004, the Company issued notes payable for
$165,000 and $25,000 respectively. In connection with these notes, the Company
recorded $2,563 of interest expense (See Note 4)

During 2004, the Company engaged a law firm whose counsel is the father of the
Company's President. The Company had total expenses in 2004 of $46,399 for legal
fees to this related party. Of the total, $14,182 was for legal fees subsequent
to the reverse merger and $32,217 was for legal fees associated with the direct
costs of recapitalization. (See Note 6(B)).

During 2004, we paid approximately $6,500 for professional services rendered to
our acting Chief Financial Officer.  At December 31, 2004, $4,500 remains
payable.  The acting Chief Financial Officer is also the trustee of Trust III.

Note 8   Commitments and Contingencies

(A)      Litigation Settlement - Other Income

     During 2003, the Company filed suit in the United States District Court of
     the Southern District of Florida against an unrelated third-party for,
     among other things, infringement of the '534 Patent (Case No. 03-20672). A
     subsequent related civil action was initiated by the third party against
     the Company in the Superior Court of California, County of Santa Clara for,
     among other things, breach of contract (Case No. 103-009764). The
     settlement was finalized on May 5, 2004 and paid on June 4, 2004 under the
     following terms:

            1.    The third party paid to the Company's escrow agent $700,000.
                  Of the total, the Company was remitted $475,000. The remaining
                  $225,000 was paid to settle accrued legal fees in connection
                  with this lawsuit and is reflected in professional fees in the
                  accompanying consolidated financial statements.
            2.    The Company granted to the third party a certain
                  non-exclusive, non-transferable, worldwide, fully paid up
                  right and license under the #534 Patent.

     The $700,000 was recorded as other income during the year ended December
31, 2004.

                                       25
<PAGE>
Trust Licensing, Inc. and Subsidiary
(A Development Stage Company)
Notes to Consolidated Financial Statemetns
December 31, 2004

(B)      Employment Agreements

     On August 23, 2004, the Company entered into the following employment
agreements:

1. Chairman of the Board
a. Term is from August 23, 2004 to August 23, 2006. b. Salary will be $175,000
per year

2. President and CEO
a. Term is from August 23, 2004 to August 23, 2006. b. Salary will be $175,000
per year

3. Executive Vice President
a. Term is from August 23, 2004 to August 23, 2006. b. Salary will be $132,000
per year

     At December 31, 2004, the Company accrued $104,101 in connection with these
employment agreements.

(C)      Consulting Agreement

     On August 23, 2004, the Company entered into a consulting agreement with
     the former sole officer and director of NMC. Under the terms of the
     agreement, the consultant will provide certain financial consulting
     services. The term of the agreement is from August 23, 2004 to August 23,
     2006. The consultant will receive $2,500 per month as compensation. All
     accrued fees shall be immediately payable to the consultant upon receiving
     net cash financing proceeds of at least $500,000. At December 31, 2004, the
     Company accrued $10,645 in connection with this consulting agreement.

Note 9 Going Concern

As reflected in the accompanying consolidated financial statements, the Company
has a net loss of $254,568 and net cash used in operations of $126,093,
respectively for the year ended December 31, 2004 and a working capital
deficiency of $497,084, deficit accumulated during the development stage of
$557,626 and a stockholders' deficiency of $487,221 at December 31, 2004. The
Company has no operating revenues. The ability of the Company to continue as a
going concern is dependent on the Company's ability to further implement its
business plan, raise capital, and generate revenues from the licensing of the
#534 Patent. The consolidated financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern.

The Company is currently a development stage company and its continued existence
is dependent upon the Company's ability to resolve its liquidity problems,
principally by obtaining additional debt financing and/or equity capital. In May
2004, the Company received net proceeds of $475,000 from the settlement of a
lawsuit (see note 8(A)). The settlement of the lawsuit provided the Company
operating capital but due to other commitments pertaining to employment
agreements (see note 8(B)) and future cash requirements to implement the
business plan, there remains doubt about the Company's ability to continue as a
going concern. The Company has yet to generate an internal cash flow, and until
licensing activities commence, the Company is very dependent upon debt and
equity funding.

Note 10 Income Taxes

There was no income tax expense for the years ended December 31, 2004 and 2003
due to the Company's net losses and utilization of net operating loss
carryforwards. Additionally, during the period from July 19, 2001 (inception) to
August 23, 2004, the Company was taxed as a partnership and was not subject to
federal and state income taxes; accordingly, no provision had been made.

                                       26
<PAGE>
Trust Licensing, Inc. and Subsidiary
(A Development Stage Company)
Notes to Consolidated Financial Statemetns
December 31, 2004

The Company's tax expense differs from the "expected" tax expense for the year
ended December 31, 2004, (computed by applying the Federal Corporate tax rate of
34% to loss before taxes), as follows:

                                                2004                    2003
                                           --------------------    -----------
Computed "expected" tax expense (benefit)   (86,553)               $     -

Change in valuation allowance
                                             86,553                      -
                                          --------------------    -------------
                                               -                         -
                                          ====================    =============

The effects of temporary differences that gave rise to significant portions of
deferred tax assets and liabilities at December 31, 2004 are as follows:

Deferred tax assets:
Net operating loss carryforward                                  (86,553)
                                                        ----------------------
Total gross deferred tax assets                                  (86,553)
Less valuation allowance                                          86,553
                                                        ----------------------
Net deferred tax assets                                               -
                                                        ======================

The Company has a net operating loss carryforward of approximately $254,568
available to offset future taxable income expiring 2024. Utilization of this
loss may be limited due to a change in control, which occurred on August 24,
2004 (See Note 1 (A)).

The valuation allowance at December 31, 2003 was $0. The net change in valuation
allowance during the year ended December 31, 2004 was an increase of $86,553.

Note 11 Subsequent Events

On January 12, 2005, the Company adopted the Trust Licensing Equity Incentive
Plan ("The Plan"). Pursuant to the Plan, the following terms exist:

(i)      Number of Shares Available

         The Company may issue up to 50,000,000 shares of its common stock.

(ii)     Individual Award Limitation

         The maximum number of Shares granted hereunder to any one participant
         may not exceed twenty percent (20%) of the total shares subject to the
         Plan.

(iii)    Eligibility

         Incentive stock options ("ISO") may be granted only to employees
         (including officers and directors) of the Company or of a Parent or
         Subsidiary of the Company. All other Awards may be granted to
         employees, officers, directors, consultants and advisors of the Company
         or any Parent, Subsidiary or Affiliate of the Company, provided such
         consultants and advisors render bona fide services not in connection
         with the offer and sale of securities in a capital-raising transaction.
         A person may be granted more than one Award under the Plan.

                                       27
<PAGE>
Trust Licensing, Inc. and Subsidiary
(A Development Stage Company)
Notes to Consolidated Financial Statemetns
December 31, 2004

(iv)     Options

         Each Option granted under the Plan shall be evidenced by an Award
         Agreement which shall expressly identify the Option as an ISO or
         Non-qualified stock option ("NQSO") ("Stock Option Agreement"), and be
         in such form and contain such provisions (which need not be the same
         for each Participant) as the Committee shall from time to time approve,
         and which shall comply with and be subject to the terms and conditions
         of the Plan.

(v)      Exercise Period

         Options shall be exercisable within the times or upon the events
         determined by the Committee as set forth in the Stock Option Agreement;
         provided, however, that no Option shall be exercisable after the
         expiration of ten (10) years from the date the Option is granted, and
         provided further that no Option granted to a person who directly or by
         attribution owns more than ten percent (10%) of the total combined
         voting power of all classes of stock of the Company or any Parent or
         Subsidiary of the Company ("Ten Percent Shareholder") shall be
         exercisable after the expiration of five (5) years from the date the
         Option is granted. The Committee also may provide for the Options to
         become exercisable at one time or from time to time, periodically or
         otherwise, in such number or percentage as the Committee determines.

(vi)     Exercise Price

         The Exercise Price shall be determined by the Committee when the Option
         is granted and may be not less than the par value of a Share on the
         date of grant provided that: (i) the Exercise Price of an ISO shall be
         not less than one hundred percent (100%) of the Fair Market Value of
         the Shares on the date of grant; (ii) the Exercise Price of any ISO
         granted to a Ten Percent Shareholder shall not be less than one hundred
         ten percent (110%) of the Fair Market Value of the Shares on the date
         of grant; and (iii) the Exercise Price of any option granted that the
         Committee intends to qualify under Section 162(m) of the Code, shall
         not be less than one hundred percent (100%) of the Fair Market Value of
         the Shares on the date of grant.

a.       Limitations on ISO's

         The aggregate Fair Market Value (determined as of the date of grant) of
         Shares with respect to which ISO's are exercisable for the first time
         by a Participant during any calendar year (under the Plan or under any
         other incentive stock option plan of the Company or any Affiliate,
         Parent or Subsidiary of the Company) shall not exceed One Hundred
         Thousand Dollars ($100,000). If the Fair Market Value of Shares on the
         date of grant with respect to which ISO's are exercisable for the first
         time by a Participant during any calendar year exceeds One Hundred
         Thousand Dollars ($100,000), the Options for the first One Hundred
         Thousand Dollars ($100,000) worth of Shares to become exercisable in
         such calendar year shall be ISO's and the Options for the amount in
         excess of One Hundred Thousand Dollars ($100,000) that become
         exercisable in that calendar year shall be NQSO's. In the event that
         the Code or the regulations promulgated thereunder are amended after
         the Effective Date of the Plan to provide for a different limit on the
         Fair Market Value of Shares permitted to be subject to ISO's, such
         different limit shall be automatically incorporated herein and shall
         apply to any Options granted after the effective date of such
         amendment.

During the period  between  January 1, 2005 and February  22, 2005,  the Comapny
elected to draw down  substantially all of the remaining balance on its $250,000
line of credit.

                                       28
<PAGE>
Trust Licensing, Inc. and Subsidiary
(A Development Stage Company)
Notes to Consolidated Financial Statemetns
December 31, 2004

On February 22, 2005, Irrevocable Trust Agreement Number III paid the Company
$20,000 to repay amounts previously owed to the Comapny and included on the
Company's financial statemetns as "Due From Related Party." As of February 22,
2005, no amounts are currently owed to the Company from Irrevocable Trust
Agreement Number III or any other related or affilated party.


                                       29
<PAGE>

ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
           FINANCIAL DISCLOSURE
               None.

ITEM 8A.    CONTROLS AND PROCEDURES

         Under the supervision and with the participation of our management,
including the Chief Executive Officer and Chief Financial Officer, we have
evaluated the effectiveness of our disclosure controls and procedures pursuant
to Exchange Act Rule 13a-15(b) as of the end of the period covered by this
report. Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer have concluded that these disclosure controls and procedures
are effective. There were no changes in our internal control over financial
reporting during the quarter ended December 31, 2004 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.

ITEM 8B.    OTHER INFORMATION

None.

                                    PART III

ITEM 9.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

   Information about our Sole Director may be found earlier in this report under
the section entitled "EXECUTIVE OFFICERS OF THE REGISTRANT." Our Sole Director
is a compensated executive but receives no additional compensation for service
on the Board.

                                       30
<PAGE>

ITEM 10.    EXECUTIVE COMPENSATION

The following table discloses executive compensation received for the three
fiscal years ended December 31, 2004.

                           SUMMARY COMPENSATION TABLE

Name and Principal Position              Year            Annual Compensation                   Long-Term               All Other
                                                         -------------------
                                                                                          Compensation Awards        Compensation
                                                                                      Restricted     Securities
                                                                                        Stock        Underlying
                                                        Salary           Bonus       Award(s) ($)    Options (#)
-----------------------------------------------------------------------------------------------------------------------------------
Leigh M. Rothschild                      2004     $122,662(1)       $      -0-        $   -0-        $   -0-         $3,750.00(2)
Chairman                                 2003     $ -0-             $      -0-        $   -0-        $   -0-         $  -0-
                                         2002     $ -0-             $      -0-        $   -0-        $   -0-         $  -0-


Jeffrey W. Sass                          2004     $122,662(3)        $      -0-        $   -0-        $   -0          $3,750.00(4)
President and Chief Executive Officer    2003     $ -0-             $      -0-        $   -0-        $   -0-         $   -0-
                                         2002     $ -0-             $      -0-        $   -0-        $   -0-         $   -0-


Michael R. Moore                         2004     $77,014(5)        $      -0-        $   -0-        $   -0-         $   -0-
Executive Vice President, Business       2003     $ -0-             $      -0-        $   -0-        $   -0-         $   -0-
    and Legal Affairs                    2002     $ -0-             $      -0-        $   -0-        $   -0-         $   -0-

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

(1)      Mr. Rothschild executed an employment agreement with the Company on
         August 23, 2004. The base annual salary is $ 175,000. Mr. Rothschild's
         2004 salary was calculated to inlcude: (a) pre-merger compensation
         earned from Trust Licensing, LLC during 2004; and (b) post-merger
         compensation earned from the Company for the period of August 23, 2004
         through December 31, 2004. To provide assistance to the Company's cash
         flow, Mr. Rothschild agreed to defer payment of $41,958 of his base
         salary until a later, unspecified date. This amount has been accrued
         as a current liability on the Company's Balance Sheet.

(2)      Represents the approximate value of a monthly automobile allowance
         as provided in Mr. Rothschild's employment agreement.

(3)      Mr. Sass executed an employment agreement with the Company on August
         23, 2004. The base annual salary is $ 175,000. Mr. Sass's 2004 salary
         was calculated to include: (a) pre-merger compensation earned from
         Trust Licensing, LLC during 2004; and (b) post-merger compensation
         earned from the Company for the period of August 23, 2004 through
         December 31, 2004. To provide assistance to the Company's cash flow,
         Mr. Sass agreed to defer paymentof $41,958 of his base salary until a
         later,unspecified date. This amount has been accrued a current
         liability on the Company's Balance Sheet.

(4)      Represents the approximate value of a monthly automobile allowance as
         provided in Mr. Sass's employment agreement.

(5)      Mr. Moore executed an employment agreement with the Company on August
         23, 2004. The base annual salary is $ 132,000. Mr. Moore's 2004 salary
         was calculated to include: (a) pre-merger compensation earned from
         Trust Licensing, LLC during 2004; and (b) post-merger compensation
         earned from the Company for the period of August 23, 2004 through
         December 31, 2004. To provide assistance to the Company's cash flow,
         Mr. Moore agreed to defer payment of approximately $25,182 of his base
         salary until a later,unspecified date. This amount has been accrued as
         a current liability on the Company's Balance Sheet.

                                       31
<PAGE>


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

SECURITY OWNERSHIP

The following table sets forth as of February 7, 2005 certain information as of
the record date concerning the beneficial ownership of our common stock by: (i)
each person known by us to be the beneficial owner of more than 5% of our
outstanding common stock, (ii) each director, (iii) each of the named executive
officers (as defined below), and (iv) all executive officers and directors as a
group.

Names                                                 Amount and Nature of Beneficial
                                                                 Ownership                   Percent
                                                             of Common Shares                of Class
--------------------------------------------------------------------------------------------------------
                                                                 173,427,700                    59.0%
Leigh M. Rothschild

Irrevocable Trust Agreement Number III                           126,785,100                   43.1%

Jeffrey W. Sass                                                  65,018,000                    22.1%

Michael R. Moore                                                 10,000,000                     3.4%

Jay Howard Linn                                                   2,000,000                     *

Executive Officers, Directors as a group (4 persons)             250,445,700                    85.1%

--------------------------------------------------------------------------------------------------------
* = Less than 1%

(1)   Includes 46,642,600 shares owned by Mr. Rothschild directly and
      126,785,100 owned by Irrevocable Trust Agreement Number III, a trust in
      which Mr. Rothschild is a direct beneficiary.

EQUITY INCENTIVE PLAN

On  January  12,  2005 Mr.  Leigh M.  Rothschild,  as the sole  Director  of the
Company,  approved the Equity  Incentive Plan (the "Plan")  covering  50,000,000
shares of the Company's common stock.

The Plan provides a means whereby employees,  officers,  directors,  and certain
consultants and independent  contractors of the Company  ("Qualified  Grantees")
may  acquire  the  Common  Shares of the  Company  pursuant  to grants  of:  (i)
incentive stock options ("ISO");  (ii) non-qualified stock options (the "NQSO");
and (iii) restricted stock. A summary of the significant  provisions of the Plan
is set forth  below.  A copy of the full Plan is  annexed  as  Exhibit A to this
Information Statement. The following description of the Plan is qualified in its
entirety by reference to the Plan itself.

The  purpose  of the Plan is to,  among  other  things,  further  the  long-term
stability,  continuing growth and financial success of the Company by attracting
and retaining key employees,  directors and selected advisors through the use of
stock incentives,  while stimulating the efforts of these individuals upon whose
judgment  and  interest  the  Company is and will be largely  dependent  for the
successful  conduct of its  business.  The Company  believes  that the Plan will
strengthen these persons' desire to remain with the Company and will further the
identification  of  those  persons'   interests  with  those  of  the  Company's
shareholders.

The Plan shall be  administered  by the  Compensation  Committee of the Board of
Directors.  The membership of the Committee shall be constituted so as to comply
at all times with the then  applicable  requirements  under the Exchange Act and
Section 162(m) of the Internal Revenue Code. However, until additional Directors
are elected,  Mr. Leigh M.  Rothschild,  the sole Director,  will administer the
Plan and have the ability to grant options and  restricted  stock under the Plan
and also to appoint designees to assist him in the administration of the Plan.

The Plan provides that options to purchase up to 50,000,000 Common Shares of the
Company  may be  issued  to  the  employees,  officers,  directors  and  certain
consultants and independent contractors.  All present and future employees shall
be  eligible to receive  incentive  awards  under the Plan,  and all present and
future non-employee directors shall be eligible to receive non-statutory options
under the Plan. An eligible  employee or  non-employee  director being awarded a
grant shall be notified in writing of such grant,  which  notice shall state the
number of shares for which options are granted,  the option price per share, and
conditions    surrounding    the   grant   and    exercise   of   the   options.

                                       32
<PAGE>
The  exercise  price of shares of Company  Stock  covered by an ISO shall be not
less than  100% of the fair  market  value of such  shares on the date of grant;
provided that if an ISO is granted to an employee who, at the time of the grant,
is a 10%  shareholder,  then the  exercise  price of the  shares  covered by the
incentive  stock  option shall be not less than 110% of the fair market value of
such shares on the date of grant.  The Plan also provides for cashless  exercise
of Options.  In such event,  there maybe a charge to the earnings of the Company
with respect to the cashless exercise of the Options.

The  Compensation  Committee  (or the  sole  Director,  as the  case may be) may
determine  the  number  of  shares  that  may be  awarded  to a  participant  as
restricted  stock and the  provisions  relating  to risk of  forfeiture  and may
determine  that the  restricted  stock is only earned upon the  satisfaction  of
performance  goals  established  by the  Committee.  The  Committee  shall  also
determine the nature, length and starting date of any performance period and the
terms  thereof.  The  maximum  number  of  shares  that  may be  granted  to any
participant  may  not  exceed  20% of the  total  shares  subject  to the  Plan.

As of the date of this information statement no options or restricted stock have
been granted under the Plan.

U.S. Federal Income Tax Consequences

The rules governing the U.S. federal tax treatment of stock options,  restricted
stock  and  shares  acquired  upon the  exercise  of  stock  options  are  quite
technical.  Therefore,  the description of U.S.  federal income tax consequences
set forth  below is  necessarily  general in nature  and does not  purport to be
complete. Moreover, the statutory provisions are subject to change, as are their
interpretations,  and their application may vary in individual circumstances. In
particular,  the  "American  Jobs  Creation  Act  of  2004"  imposed  new  rules
concerning the taxation of various deferred compensation arrangements. It is not
clear  whether,  and to what  extent,  these new rules apply to awards under the
Plan.  Although  the  Company  does not believe  that awards  under the Plan are
affected  by the new  rules,  there can be no  assurance  to that  effect  until
adequate guidance is forthcoming from the U.S. Treasury Department. Finally, the
tax consequences  under applicable state,  local and foreign income tax laws may
not   be   the   same   as   under   the   U.S.   federal   income   tax   laws.

INCENTIVE  STOCK  OPTIONS.  ISOs  granted  pursuant to the Plan are  intended to
qualify as  incentive  stock  options  within the meaning of Section 422A of the
Internal  Revenue Code. If the  participant  makes no  disposition of the shares
acquired  pursuant to  exercise of an ISO within one year after the  transfer of
shares to such  participant and within two years from grant of the option,  such
participant  will realize no taxable income as a result of the grant or exercise
of such  option,  and any  gain or loss  that is  subsequently  realized  may be
treated as  long-term  capital  gain or loss,  as the case may be.  Under  these
circumstances,  neither  the Company  nor any  subsidiary  will be entitled to a
deduction for federal income tax purposes with respect to either the issuance of
the    ISOs   or   the    issuance    of    shares    upon    their    exercise.

If shares acquired upon exercise of ISOs are disposed of prior to the expiration
of the above time periods, the participant will recognize ordinary income in the
year in which the  disqualifying  disposition  occurs,  the amount of which will
generally be the lesser of (i) the excess of the fair market value of the shares
on the date of exercise  over the option price,  or (ii) the gain  recognized on
such  disposition.  Such amount will ordinarily be deductible for federal income
tax  purposes by the Company or  subsidiary  for whom the  participant  performs
services  ("service  recipient")  in the same  year,  provided  that the  amount
constitutes  reasonable  compensation  for  services  that  would  result  in  a
deduction for U.S.  federal income tax purposes and that certain  federal income
tax withholding  requirements are satisfied. In addition, the excess, if any, of
the amount realized on a disqualifying  disposition over the market value of the
shares  on  the  date  of   exercise   will  be   treated   as   capital   gain.

The foregoing discussion does not consider the impact of the alternative minimum
tax,  which  may be  particularly  applicable  to the  year in  which  an ISO is
exercised.

NONQUALIFIED  STOCK OPTIONS.  A participant who acquires shares by exercise of a
NQSO generally realizes as taxable ordinary income, at the time of exercise, the
difference between the exercise price and the fair market value of the shares on
the date of exercise.  Such amount will  ordinarily be deductible by the service
recipient  for federal  income tax purposes in the same year,  provided that the
amount constitutes  reasonable  compensation for services that would result in a
deduction for U.S.  federal income tax purposes and that certain  federal income
tax withholding  requirements are satisfied.  Subsequent appreciation or decline
in the value of the shares on the sale or other  disposition  of the shares will
generally be treated as capital gain or loss.

RESTRICTED  STOCK. A participant  granted  shares of restricted  stock under the
Plan is not  required to include  the value of such  shares in  ordinary  income
until the first time such participant's rights in the shares are transferable or
are not subject to substantial  risk of forfeiture,  whichever  occurs  earlier,

                                       33
<PAGE>
unless such  participant  timely files an election  under  Section  83(b) of the
Internal Revenue Code to be taxed on the receipt of the shares.  In either case,
the amount of such income  will be equal to the excess of the fair market  value
of the stock at the time the income is recognized  over the amount (if any) paid
for the stock. The service recipient will ordinarily be entitled to a deduction,
in the amount of the ordinary  income  recognized  by the  participant,  for the
service  recipient's  taxable  year in which  the  participant  recognizes  such
income,  provided  that  the  amount  constitutes  reasonable  compensation  for
services that would result in a deduction for U.S.  federal  income tax purposes
and that certain  federal  income tax  withholding  requirements  are satisfied.

On  February  14, 2005 one Option was granted to a  non-executive  employee  for
2,000,000 shares,  which Options are exercisable at $.02 per share  representing
the fair market  value at the date of grant.  The Options vest 680,000 on August
26, 2005 and at the rate of 55,000 per month thereafter.

</TABLE>
ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Several transactions involving related parties were consummated in connection
with the reverse merger:

1. Prior to the merger the Company's sole member and 100% owner was Trust III.
The primary beneficiary of Trust III is the Company's Founder. Since July 19,
2001 (Inception) and from time to time, Trust III has advanced working capital
to the Company. Total advances, prior to the merger, were as follows:

July 19, 2001 (inception) to December 31, 2001                $  20,000
Year ended December 31, 2002                                  $ 100,000
Year ended December 31, 2003                                  $  29,000
Year ended December 31, 2004                                  $ 110,000
                                                              ---------

Total advances from Trust III                                 $ 259,000
                                                               ========

In addition to the above advances, a separate Trust directly related to the
Company's Founder also advanced working capital of $7,000 during the year ended
December 31, 2002.

All  $266,000  of these  advances  were  repaid  in full on June 7,  2004.
(See  Note 7 of the  Financial Statements)

An additional $20,000 was advanced to Trust III on June 7, 2004. At December 31,
2004,  the $20,000 has been recorded on the balance  sheet as a loan  receivable
from a related party. (See Note 7 of the Financial Statements). This amount has
been repaid to the Company in full as of February 22,2 005.

All loans to and from Trust III are non-interest bearing, unsecured and due on
demand.

Included in the amounts set forth above, $165,000 is represented by a Note
bearing interest at a rate of four percent (4.00%) and all principal and accrued
interest thereon is due and payable on May 24, 2005. Our Chairman is the primary
beneficiary of Trust III. These funds were utilized as set forth in paragraph 2
below.

2. New Mountaintop Corporation (now known as Trust Licensing, Inc., Delaware)
redeemed 2,000,000 shares of common stock from its former majority stockholder
for a purchase price of $ 135,000. In addition, we entered into a two-year
consulting agreement with our former majority stockholder. Under the terms of
the agreement, he will provide certain financial consulting services in return
for a payment of $2,500 per month. The fees are currently accruing but are not
due and payable until we raise at least $500,000 in additional capital.

3. We entered into employment agreements with Leigh M. Rothschild, our Chairman
of the Board, Jeffrey W. Sass, our President and Chief Executive Officer, and
Michael R. Moore, our Executive Vice President. Annual base salaries under the
employment contracts are $ 175,000, $ 175,000, and $ 132,000, respectively. The
initial term of each contract runs through August 23, 2006. The Company owes
accrued salary and benefits to each of these officers. As of December 31, 2004,
the Company has accrued $104,101 as a current liability for this purpose.

4. In addition to payment for services provided in the ordinary course of
business, the former outside counsel of New Mountaintop Corporation was paid a
finder's fee of thirty-thousand dollars ($ 30,000) and 1,666,663 shares of the
Company's common stock. The fair value of the stock was based on a mutual
understanding between the Company and the service provider; there had been no
recent cash offerings upon which to base the fair value per share. Also, the
stock was not publicly traded at that time.

                                       34
<PAGE>
5. Effective November 16, 2004, the Company entered into a transaction with
Bristol Bank pursuant to which the Company has access to a two hundred and fifty
thousand dollar ($ 250,000) line of credit. In general, all or any portion of
the $ 250,000 may be drawn down at any time, and must be repaid in full by
October 25, 2006, with interest at the rate of 6.250%. In addition, commencing
November 25, 2004 and continuing each consecutive month thereafter, the Company
must pay accrued interest on outstanding amounts owed. The Company intends on
using the line of credit for general working capital and may also repay some or
all of the loans with Trust III. The credit line is guaranteed by Trust III and
secured by a Certificate of Deposit owned by the Chairman of the Company. As
previously noted, the Chairman of our Board of Directors is the primary
beneficiary of Trust III. As of December 31, 2004, the Company has drawn down
$151,375 from the line of credit. As of February 22, 2005, the Company has
drawn down substantially all of the $250,000 line of credit.

6. On July 19, 2001 (inception), the Company sold 100 units for $20,000 to Trust
III. (See Note 3 of the Financial Statements)

7. On August 13, 2001, the patent was validly assigned from the
individual/promoter to Trust I and simultaneously assigned from Trust I to
TLLLC. Effective August 24, 2004, the patent is owned by Trust Licensing, Inc.
as a result of the reverse triangular merger. (See Note 2 of the Financial
Statements)

8. During the period from July 19, 2001 (inception) to December 31, 2004, the
Company received working capital totaling $266,000. The Company also repaid the
entire $266,000 on June 7, 2004. (See Note 3 of the Financial Statements)

9. During the year ended December 31, 2004, the Company advanced Trust III
$20,000. (See Note 3 of the Financial Statements)

10. On August 24, 2004 and October 8, 2004, the Company issued notes payable for
$165,000 and $25,000 respectively. (See Note 4 of the Financial Statements)

11. During 2004, the Company engaged a law firm whose counsel is the father of
the Company's President. The Company had total expenses of $46,399 for legal
fees to this related party. Of the total, $14,182 was for legal fees subsequent
to the reverse merger and $32,217 was for legal fees associated with the direct
costs of recapitalization. (See Note 6(B) of the Financial Statements).

12.  As of December 31, 2004, Jay Howard Linn earned fees of approximately
$11,000 for professional services rendered as our Acting Chief Financial
Officer.  Mr. Linn has been paid $6,500 of this amount and $4,500 remains owed
to him.  Mr. Linn is Trustee of Trust III.

                                       35
<PAGE>
ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K.

    Exhibits:

    3A. Articles of Incorporation *

    3B. Amendment of Articles of Incorporation of Trust Licensing,
    Inc. (formerly New Mountaintop Corporation incorporated by
    reference to Form 8-K for the period August 25, 2004 filed as
    Exhibit 5.

    3C.      By-Laws *
    4.       Form of Stock Certificate *
    10.1     Agreement and Plan of Merger Among New Mountaintop
             Corporation,  Trust Licensing,  Inc.
             and Trust  Licensing,  LLC dated August 24, 2004  incorporated
             by reference to Form 8-K for the period August 25, 2004 filed as
             Exhibit 1
    10.2     Employment Agreement with Leigh M. Rothschild
             incorporated by reference to Form 8-K for the period
             August 25, 2004 filed as Exhibit 2.
    10.3     Employment Agreement with Jeffrey W. Sass
             incorporated by reference to Form 8-K for the period
             August 25, 2004 filed as Exhibit 3.
    10.4     Employment Agreement with Michael R. Moore
             incorporated by reference to Form 8-K for the period
             August 25, 2004 filed as Exhibit 4.
    10.5     Amendment of the Certificate of Incorporation of New
             Mountaintop Corporation incorporated by reference to
             Form 8-K for the period August 25, 2004 filed as
             Exhibit 6.
    10.6     Consulting Agreement with Mark Golden incorporated by
             reference to Form 8-K for the period August 25, 2004
             filed as Exhibit 7.
    10.7     Amended Certificate of Incorporation of Trust Licensing, Inc.*
             *  Filed herewith


                  Form 8-K

                           Form 8-K reporting period August 25, 2004 reporting
                           Item 1.01, Item 2.01, Item 5.01, Item 5.02, Item 5.03
                           and Item 9.01 filed with the Securities and Exchange
                           Commission on August 25, 2004.

                           Form 8-K reporting period October 11, 2004 reporting
                           Item 4.01 and Item 7 filed with the Securities and
                           Exchange Commission on October 11, 2004

                           Form 8-K/A reporting period October 11, 2004
                           reporting Item 4.10 and Item 9.01 filed with the
                           Securities and Exchange Commission on October 22,
                           2004

                           Form 8-K/A reporting period November 8, 2004
                           reporting Item 9.01 filed with the Securities and
                           Exchange Commission on November 8, 2004

                                       36
<PAGE>

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

We  paid  or  accrued  an  aggregate  of  approximately   $23,000  in  fees  for
professional  services  rendered by Salberg & Company,  P.A. in connection  with
required audits associated with the reverse merger  transaction and the audit of
our financial  statements  for the fiscal year ending  December 31, 2004 and the
review of our  financial  statements  included in the  Quarterly  Report on Form
10-QSB for the quarter ending  September 30, 2004.  Prior to the reverse merger,
the management of New Mountaintop  Corporation  (the predecessor to our company)
utilized the professional  services of Dorra, Shaw & Dugan.  Dorra Shaw reported
that the Company's financial statements during each of the two-year period ended
December 31, 2003 and for the interim  quarterly  periods  ending March 31, 2004
and June 30, 2004 did not contain an adverse opinion or disclaimer opinion,  nor
were such  reports  qualified  or  modified  as to  uncertainty,  audit scope or
accounting  principles.  Dorra  Shaw was  dismissed  on  October  11,  2004,  in
connection with the change in the company's management and business.  During the
two-year  period ended  December 31, 2003,  and the  subsequent  interim  period
preceding their dismissal, the Company did not have any disagreements with Dorra
Shaw on any matter of accounting  principles or practices,  financial  statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the  satisfaction  of Dorra Shaw would have caused it to make a reference  to
the subject matter of the disagreements in connection with its reports.


ITEM 20.

         Form 14C - filed with the Securities and Exchange Commission on August
26, 2004, incorporated by reference

         Form 14C - filed with the Securities and Exchange Commission on January
14, 2005, incorporated by reference



ITEM 31.  CERTIFICATIONS

         Exhibit 31 A - Certification of Chief Executive Officer
         Exhibit 31 B - Certification of Chief Financial Officer
         Exhibit 32 -   Certification Pursuant to Section 906 of the
                        Sarbanes-Oxley Act of 2002


                                       37
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned; thereunto duly authorized, in the City of Plantation,
State of Florida, on March 9, 2005

Trust Licensing, Inc.

By: \s\ Jeffrey Sass
    Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of Registrant and in
the capacities indicated on March 9, 2005.

Signature                               Title

Leigh M. Rothschild             Chairman and Sole Director

Jeffrey W. Sass                 President and Chief Executive Officer

Jay Howard Linn                 Acting Chief Financial Officer



                                       38
<PAGE>

                                                            EXHIBIT 31A


                                 CERTIFICATIONS

I, Jeffrey W. Sass, certify that:

1. I have reviewed this annual report on Form 10-KSB of Trust Licensing, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most recent fiscal
quarter (the registrant's fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

March 9, 2005

/s/ Jeffrey W. Sass
President and Chief Executive Officer



<PAGE>

                                                           EXHIBIT 31B

                                 CERTIFICATIONS

I, Jay Howard Linn, certify that:

1. I have reviewed this annual report on Form 10-K of Trust Licensing, Inc.

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most recent fiscal
quarter (the registrant's fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.

March 9, 2005

/s/  Jay Howard Linn
Acting Chief Financial Officer



<PAGE>

                                                              Exhibit 32

                           CERTIFICATIONS PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)

In connection with the Annual Report of Trust Licensing, Inc., a Delaware
corporation (the "Company"), on Form 10-KSB for the year ended December 31,
2004, as filed with the Securities and Exchange Commission (the "Report"),
Jeffrey W. Sass, President and Chief Executive Officer of the Company and Jay
Howard Linn, Acting Chief Financial Officer of the Company, respectively, do
each hereby certify, pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002 (18
U.S.C. ss. 1350), that to his knowledge:

   (1) The Report fully complies with the requirements of section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and

   (2) The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.

/s/ Jeffrey W. Sass
President and Chief Executive Officer
March 9, 2005

/s/ Jay Howard Linn
Acting Chief Financial Officer
March 9, 2005

[A signed original of this written statement required by Section 906 has been
provided to Trust Licensing, Inc. and will be retained by Trust Licensing, Inc.
and furnished to the Securities and Exchange Commission or its staff upon
request.]