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                United States Securities and Exchange Commission
                             Washington, D.C. 20549

                                  FORM 10-KSB/A

            |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

                       CONNECTED MEDIA TECHNOLOGIES, INC.
                           F/K/A 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 Section12(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.). $ 1,521,783 as of September 15, 2005.

The  number  of  shares  outstanding  of the  registrant's  common  stock  as of
September 15, 2005 was 300,507,663.
<PAGE>

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.

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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

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PART I

Item 1.     Description of Business

Item 2.     Description of Property

Item 3.     Legal Proceedings

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

PART II

Item 5.     Market for Common Equity, Related Stockholder Matters and Small
            Business Issuer Purchases of Equity Securities

Item 6.     Management's Discussion and Analysis or Plan of Operation

Item 7.     Financial Statements

Item 8.     Changes in and Disagreements With Accountants on Accounting and
            Financial Disclosure

Item 8A.    Controls and Procedures

Item 8B.    Other Information

PART III

Item 9.     Directors and Executive Officers of the Registrant

Item 10.    Executive Compensation

Item 11.    Security Ownership of Certain Beneficial Owners and Management and
            Related Stockholder Matters

Item 12.    Certain Relationships and Related Transactions

Item 13.    Exhibits, List and Reports on Form 8-K

Item 14.    Principal Accountant Fees and Services

--------------------------------------------------------------------------------
<PAGE>

                                     PART I

ITEM 1.    DESCRIPTION OF BUSINESS

GENERAL

      We are a technology and  intellectual  property  creation,  management and
licensing  company.  Our current focus is on creating  patented  solutions  that
facilitate  a seamless  connection  between a website and content on a DVD,  CD,
Flash Card, or any other storage disc or drive.  The  technology  covered by our
patent portfolio allows content providers, advertisers and others to combine the
dynamic  capabilities  of the Internet  with easy to deliver,  high quality disc
based content. The areas we seek to license our patent(s) and technology include
entertainment  content (e.g. film,  music, and video),  education,  advertising,
travel and promotion.

      The  company's  patent  portfolio  consists  of:  (a) one  issued  patent,
"Interactive,  Remote,  Computer  Interface System" (U.S. Patent No. 6,101,534),
which is our core  patent;  (b) one  patent  that the United  States  Patent and
Trademark  Office  has  notified  the  company  that it intends to issue as U.S.
Patent No. 6,952,697 on October 4, 2005,,  entitled "A Media Validation System";
(c) seven other patents pending;  and (d) several additional patent applications
that are in progress but have not yet been filed.

      In  general,  the our core  patent is  intended  to be used,  among  other
things, to protect  technology that enables multimedia content that is stored on
removable local media (such as CDs or DVDs) to be "controlled" or "released" for
access by the user by visiting a related site on the Internet.  This process has
several potential  applications,  including the ability to time-release content,
the ability to supplement website content without any streaming,  downloading or
delay,  and the ability to unlock or release bonus content on an  individualized
basis.  In  addition,  using the process  protected  by our core patent  permits
distributors  of  removable  media  to use the  Internet  to  introduce  updated
information,   capture  demographic  information  and  otherwise  enable  better
tracking of their disc-based promotions.

      In addition to pursuing direct licensing royalty arrangements we also seek
to enforce our existing  issued patent and any  subsequently  issued or acquired
patents  against  those  that  infringe.  We may also  incubate  and/or  acquire
minority equity interests in select  growth-oriented  companies that can benefit
from  integration  and  utilization  of  company-owned   intellectual  property,
although the company has not engaged any third-party agent or representative for
the  specific  purpose  of  acquiring  any such  interests.  We may also seek to
acquire additional patents and patent portfolios. In 2004 the company received $
700,000  (classified  as "other income" on the company's  financial  statements)
from the  settlement  of a patent  infringement  action  the  company  initiated
against a third party with respect to our core patent. As part of the settlement
the third party  entered  into a  non-exclusive  pre-paid  license and agreed to
acknowledge  and identify  our patent and the  company,  including a link to our
website, within certain of its software products.

      The company controls the following  domains:  www.connectedmedia.com,  and
www.trustlicensing.com

BUSINESS DEVELOPMENT

Mountaintop Corporation becomes New Mountaintop Corporation

      The  predecessor  to  the  company  was  first  organized  as  a  Delaware
corporation on December 11, 1989 under the name  Mountaintop  Corporation and in
July 1990 became  subject to the reporting  requirements  of the  Securities and
Exchange Act of 1934 (the "Exchange Act").  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  of the  company  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. After


                                       4
<PAGE>

the company had its  charter  reinstated,  New  Mountaintop  Corporation  (f/k/a
Mountaintop Corporation) continued its reporting obligations of the Exchange Act
and upon being reinstated, filed its 10-K for the year ended December 31, 2002.

New Mountaintop Corporation becomes Trust Licensing, Inc., now known as
Connected MediaTechnologies, Inc.

      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,  LLC. 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
name of the company to Trust Licensing,  Inc., 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.  On  December  31,  2004,  the company
became  eligible for trading on the  over-the-counter  bulletin  board under the
symbol TRTL.OB.  As a result of the merger,  the company became the successor in
interest to New  Mountaintop  Corporation and assumed its Exchange Act reporting
obligations.

      On April 28, 2005,  Mr. Leigh M.  Rothschild,  as the sole Director of the
company:   (a)  approved  an  Amendment  to  the  Certificate  of  Incorporation
increasing the authorized  Common Stock from  500,000,000  to  750,000,000;  (b)
increasing the number of Directors on the company's Board to four (4) Directors;
and (c)  appointing  Jeffrey  W.  Sass,  Michael R.  Moore,  and Adam  Bauman as
additional  Directors of the  company,  subject to the filing and mailing of the
requisite Form 14-C with the Securities and Exchange  Commission.  Additionally,
the company authorized for issuance 100,000,000 shares of preferred stock having
a par value of $ 0.0001.

      On  April  28,  2005,  Trust  III,  Jay  Howard  Linn,   Trustee,   owning
approximately  42%, 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 applicable record
date, each signed a written  consent  approving the Amendment to the Certificate
of  Incorporation  in  accordance  with the  provisions  of  Section  228 of the
Delaware Corporation Law.

      In early May 2005 the company was advised by the Secretary of State of the
State of Delaware  that the State had failed to notify the company  that the use
of the word "Trust" in its corporate name was  inconsistent  with the applicable
provisions of the Delaware Banking Law and requested that the company change its
name.  Therefore,  on May 18,  2005,  the company  changed its name to Connected
Media Technologies,  Inc. Thereafter, on May 20, 2005 its trading symbol changed
to CNCM.OB.

BUSINESS

      The  company's   initial   asset  is  United  States  Patent   #6,101,534,
"Interactive,  Remote,  Computer  Interface  System" which was filed in 1997 and
granted in 2000. The United States Patent and Trademark  Office has notified the
company  that it intends to issue the  company  U.S.  Patent  No.  6,952,697  on
October 4, 2005,  entitled "A Media  Validation  System."  The company  also has
seven  additional  patent  applications  filed with the United States Patent and
Trademark   Office  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 our initial core patent(s).
(As a technical  matter,  the issued patent and the patents  pending are held by
one of the company's wholly-owned subsidiary corporations.)

      In general,  the claims of the initial patent  relates to 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.  Our business plan is
to  exploit  our  initial  patent(s)  and/or  license  the  exploitation  of the
patent(s) to support the connection  between a website and content on a DVD, CD,
Flash Card, or any other storage disc or drive.

Business Plans

      Almost  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,  we  anticipate
that 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


                                       5
<PAGE>

showing and/or  selling these media hubs. We believe our  technology  will offer
content providers, advertisers and others the opportunity to combine the dynamic
capabilities  of  the  Internet  with  disc  based  or  similar  local  content.
Advertisers  can use our  technology  to  control  access to disc  based ads and
promotions,  allowing them to time release content,  track usage and add updated
information  from the  internet.  The  company is  principally  involved in four
activities:

      o     Creating  Patents - Where  opportunities  arise,  we hope to develop
            technology,  concepts,  and/or improvements on existing technologies
            and file for patent protection on such inventions;

      o     Developing  Applications and Solutions - We develop applications and
            solutions based upon our core patent along with the other patents in
            our portfolio. The company will often create working demos and proof
            of  concept  technology  for  specific   applications  in  order  to
            demonstrate its offering to potential  customers and licensees.  The
            areas where we believe our technology can be used include;

            o     making  available  full  motion  video  without the need for a
                  broadband connection; and

            o     directing customers to specific related websites where dynamic
                  information   and  content   could  be  added  to  their  disc
                  experience,  and demographic  information could be captured by
                  the website in exchange for giving the user access to enhanced
                  or bonus content on the disc; and

            o     countering piracy of digital content;

      o     Licensing - We plan to license rights under our  patents(s),  and or
            rights to utilize specific  patented  applications to third parties.
            Currently the we are targeting  potential  licensees in the areas of
            advertising and promotion, film, music, video, television, education
            and travel, among others:

      o     Enforcement - As  appropriate,  we intend to protect and enforce our
            intellectual  property  against third parties that may be infringing
            upon the company's rights; and

      The  markets  that we hope  to  reach  include  educational  and  distance
learning,  entertainment  (film,  music and  video),  travel  related  marketing
services, advertising, publishing, digital photography and real estate.

      We may also incubate and/or acquire  minority  equity  interests in select
growth-oriented  companies that can benefit from  integration and utilization of
company-owned  intellectual  property,  although the company has not engaged any
third-party  agent or  representative  for the specific purpose of acquiring any
such  interests.  We may also seek to  acquire  additional  patents  and  patent
portfolios.

Current Activities

      Since changing the Company's name to Connected Media Technologies, Inc. in
May 2005 the company has  introduced a new website and has been  developing  and
distributing  sales  and  marketing  materials.  In  addition,  the  company  is
developing  interactive  demos and proof of concept  technology for a variety of
applications  and solutions  based on its patent(s).  Applications of our patent
that are currently being presented to potential licensees include:

      o     A method of  advertising  and  promotion  that  combines the dynamic
            capabilities  of the Internet with the high quality visual impact of
            rich media content  stored locally on a CD, DVD,  memory card,  hard
            drive, or other digital storage platform.

      o     A method of using a DVD, CD or other disc to supplement  the content
            of a television program.

      o     A  method  of  using  the  internet  to  create   additional   sales
            opportunities by "unlocking"  pre-existing content on a dual disc or
            other DVD, CD-ROM, etc.

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(s) or our


                                       6
<PAGE>

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  initial  patent(s).  The  company  has  begun to  offer  its
technology  to  advertising  agencies,   marketing  agencies,   and  interactive
agencies.  In  addition,  the company is  offering  its  technology  to targeted
content providers, including magazine publishers, television and film producers,
television  networks and film studios,  digital storage disc  manufacturers  and
others. In June 2005 the company engaged Andrew Adelson, an established film and
television  producer,  as a  consultant  and a  commissioned  sales agent in Los
Angeles, California to pursue potential opportunities for the company within the
media and  entertainment  industry.  In July  2005 the  company  entered  into a
license  agreement  with  Natcom,  Inc.  a Miami,  Florida  based  international
marketing  agency.  Natcom is focused on presenting the company's  technology to
its contacts and customers in the  government and travel  sectors.  We intend to
continue to pursue similar  relationships  with  additional  consultants,  sales
agents,  and  agencies  in  different  market  sectors  including   advertising,
education,  retail and others.  Depending on the circumstances,  the company may
offer its technology  pursuant to a license,  or as part of a turn-key solution.
In the case of a license, the company seeks to obtain a performance based or per
disc royalty from it licensees.  Additional  programming  or custom  development
work is quoted over and above the agreed upon license fee.

      There are three current licensees of this patent: Digital Media Publishing
Group,  NatCom,  Inc. and Sonic Solutions,  Inc and its subsidiary,  Interactual
Technologies Inc.

COMPETITION

      We are subject to intense competition.  The CD, DVD, software and Internet
industries are highly competitive. Though the company believes that solutions it
offers  using its patent are  highly  valuable  and  useful,  there are  several
alternatives  available  for the  advertising  and  promotion  of  products  and
services.  It is true  that the  precise  process  protected  by our  patent  is
exclusive  insofar  as it is  protected  under the  United  States  patent  law.
However,  it is  possible  that due to the wide  use of both  the  Internet  and
rich-media  there are other  processes  available  that are  similar to, but not
covered under our patent, that may offer equally good functionality. Prospective
clients  may  choose  to  license  these  similar  solutions  instead  of  ours.
Additionally,  though  the  company  intends to seek  enforcement  of its patent
rights  against  infringers,  there can be no assurance that the company will be
able to discover (and  thereafter  collect license fees from) every party who is
utilizing  our  protected  process.  Moreover,  our patent does not prohibit the
utilization of the process outside of the United States.

      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,  have comparable or superior intellectual property,  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 September  15, 2005 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.connectedmedia.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.


                                       7
<PAGE>

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 A150-1094, Plantation, Florida. The term of our current lease
runs through December 31, 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.

                                     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  CNCM.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 September 15, 2005, there were  approximately 350 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  September  15,  2005,  our stock traded as low as $ .01per share and as
high as $.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.


                                       8
<PAGE>

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 pursuant to the Florida rules and regulations governing
mergers and  acquisitions,  the  company,  through a newly  formed  wholly owned
subsidiary  acquired,  by  merger,  all of the  assets  and  business  of  Trust
Licensing,  LLC ("TLLLC").  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
name of the company to Trust Licensing,  Inc., 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.  On  December  31,  2004,  the company
became  eligible for trading on the  over-the-counter  bulletin  board under the
symbol TRTL.OB.  As a result of the merger,  the company became the successor in
interest to New  Mountaintop  Corporation and assumed its Exchange Act reporting
obligations.  Subsequently,  in early May 2005 the  company  was  advised by the
Secretary of State of the State of Delaware  that the State had failed to notify
the  company  that  the  use of the  word  "Trust"  in its  corporate  name  was
inconsistent  with the  applicable  provisions  of the Delaware  Banking Law and
requested  that the company  change its name.  Therefore,  on May 18, 2005,  the
company changed its name to Connected Media Technologies, Inc.

      Prior  to  the  merger,   TLLC  had  been  considering  a  joint  business
relationship with an unrelated third-party. In connection with this transaction,
the third party formed a California  corporation named Connected Media, Inc. The
goal was to use the name "Connected  Media" and as part of the relationship TLLC
funded the purchase of the web address (URL)  www.connectedmedia.com,  which was
then assigned to the third party. The goal was to use the name "Connected Media"
as a marketing  brand. In connection with this  transaction a "Connected  Media"
logo was developed by the third party. In March 2005,  however,  the third party
decided  it no  longer  desired  to  continue  with the  business  relationship,
however,  offered to assign to the Company,  at no cost, all of its right, title
and interest in and to the Connected Media name, logo and URL, as well as all of
the issued and  outstanding  shares of Connected  Media,  Inc. At the time,  and
since its inception, Connected Media, Inc. had been an inactive corporation with
no assets or liabilities.  The assignment was made at zero cost and there was no
accounting  effect to this  transaction.  Furthermore,  the  transaction  had no
material impact on the company's  business.  The ultimate  purpose of completing
the assignment was to ensure that Connected Media would remain inactive in order
to avoid  confusion and protect and preserve the  company's  intended use of the
name  "Connected  Media"  which,  as  described  herein,  became the name of the
company.  Currently,  through the operations of its wholly-owned subsidiary,  we
are  now  a  technology  and  intellectual  property  creation,  management  and
licensing  company.  (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.) Our current focus
is on creating patented solutions that facilitate a seamless  connection between
a website and content on a DVD,  CD,  Flash Card,  or any other  storage disc or
drive. The technology  covered by our patent portfolio allows content providers,
advertisers and others to combine the dynamic  capabilities of the internet with
easy to deliver, high quality disc based content. The fields in which we seek to
license our patent(s) and technology include  educational and distance learning,
entertainment  (film,  music and  video),  travel  related  marketing  services,
advertising, publishing, digital photography and real estate.


                                       9
<PAGE>

      The company's patent portfolio consists of:

      o     one issued patent, "Interactive,  Remote, Computer Interface System"
            (U.S. Patent No. 6,101,534), which is our core patent;

      o     one patent that the United States  Patent and  Trademark  Office has
            notified  the  company  that it intends to issue as U.S.  Patent No.
            6,952,697 on October 4, 2005, entitled "A Media Validation System";

      o     seven other patents pending; and

      o     several additional patent applications that are in progress but have
            not yet been filed.

      In general, our core patent is intended to be used, among other things, to
protect  technology that enables  multimedia content that is stored on removable
local media (such as CDs or DVDs) to be "controlled" or "released" for access by
the user by visiting a related  site on the  Internet.  This process has several
potential  applications,  including  the ability to  time-release  content,  the
ability to supplement  website  content  without any  streaming,  downloading or
delay, and the ability to unlock or release bonus or supplemental  content on an
individualized  basis.  In  addition,  using the process  protected  by the core
patent permits  distributors of removable media to use the Internet to introduce
updated information, capture demographic information and otherwise enable better
tracking of their disc-based promotions.

      Our  business  plan is to  exploit  our core  patent  and/or  license  the
exploitation  of the  patent to support  the  connection  between a website  and
content  on a DVD,  CD,  Flash  Card,  or any other  storage  disc or drive.  In
addition to  pursuing  direct  licensing  royalty  arrangements  we also seek to
enforce our existing issued  patent(s) and any  subsequently  issued or acquired
patent(s)  against  those that  infringe.  We may also incubate  and/or  acquire
minority equity interests in select  growth-oriented  companies that can benefit
from  integration  and  utilization  of  company-owned   intellectual  property,
although the company has not engaged any third-party agent or representative for
the  specific  purpose  of  acquiring  any such  interests.  We may also seek to
acquire additional patents and patent portfolios.

      Since changing the company's name to Connected Media Technologies, Inc. in
May 2005 the company has introduced a new website and has been developing  sales
and marketing  materials.  In addition,  the company is  developing  interactive
demos  and  proof of  concept  technology  for a  variety  of  applications  and
solutions based on its patent(s).  Applications of our patent that are currently
being presented to potential licensees include:

      o     A method of  advertising  and  promotion  that  combines the dynamic
            capabilities  of the Internet with the high quality visual impact of
            rich media content  stored locally on a CD, DVD,  memory card,  hard
            drive, or other digital storage platform.

      o     A method of using a DVD, CD or other disc to supplement  the content
            of a television program.

      o     A  method  of  using  the   internet  to  create   additional   sale
            opportunities by "unlocking"  pre-existing content on a dual disc or
            other DVD, CD-ROM, etc.

      The company has begun to offer its  technology  to  advertising  agencies,
marketing  agencies,  and  interactive  agencies.  In  addition,  the company is
offering  its  technology  to targeted  content  providers,  including  magazine
publishers, television and film producers, television networks and film studios,
digital storage disc  manufacturers and others. In June 2005 the company engaged
Andrew Adelson, an established film and television  producer,  as a commissioned
sales agent in Los Angeles, California to pursue potential opportunities for the
company within the media and  entertainment  industry.  In July 2005 the company
entered  into a license  agreement  with  Natcom,  Inc. a Miami,  Florida  based
international marketing agency focused on presenting the company's technology to
its contacts and customers in the  government and travel  sectors.  We intend to
continue to pursue similar  relationships  with  additional  consultants,  sales
agents,  and  agencies  in  different  market  sectors,  including  advertising,
education,  retail and others.  Depending on the circumstances,  the company may
offer its technology  pursuant to a license,  or as part of a turn-key solution.
In the case of a license, the company seeks to obtain a performance based or per
disc royalty from its licenses.  Additional  programming  or custom  development
work is quoted over and above the agreed upon licensing fee.

      In  addition to seeking  licensing  arrangements,  the  company  will take
necessary  actions to enforce its patents as it deems  appropriate.  In 2004 the
company  received  $  700,000  (classified  as  other  income  on the  company's
financial  statements) from the settlement of a patent  infringement action that
the company initiated  against a third party with respect to our core

                                       10
<PAGE>

patent.  As part of the settlement the third party entered into a  non-exclusive
pre-paid  license  and agreed to  acknowledge  and  identify  our patent and the
company,  including  a link to the  company's  website,  within  certain  of its
software products.

      Management   believes  that  the  effective  use  of  the  Standby  Equity
Distribution  Agreement  will  better  enable the company to execute its plan as
outlined above.

COMPARISON OF RESULTS OF OPERATIONS FOR 2004 AND 2003

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 as described  above. 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 years ended December 31, 2004 and 2003, respectively.

      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.  The $ 700,000 was  classified as other income as it resulted
from the  settlement  of a patent  infringement  action  the  company  initiated
against a third party with respect to its core patent.  There was no such income
recognized in 2003.

      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. We recorded an impairment  loss of $
5,070 for the year ended December 31, 2003.

      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 were not
a party in any  litigation  nor were we subject  to any such loss  contingencies
during the years ended December 31, 2004 or 2003, respectively.

      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 were $ 815,735 compared to operating expenses of $ 177,805 for
the same period in 2003.  The increase is due to several  factors.  During 2003,
the company had no full time employees, no offices, was not a public,  reporting
company, was not developing prototypes, and was not actively pursuing licensees.
Once the company  commenced the active pursuit of business plan during 2004, its
costs grew in all these areas.  During  2004,  the company  hired its  full-time
Chief Executive Officer, hired its full-time Executive Vice


                                       11
<PAGE>

President,  narrowed  and  commenced  full-time  pursuit of its  business  plan,
contracted with a third party software developer to develop several working demo
versions of software  applications  utilizing  the core  patent,  and  conducted
several meetings with potential licensees.

      Net Loss. Our net loss for the twelve months ended December 31, 2004 was $
119,568,  compared  to net losses of $177,805  for the same period in 2003.  The
increase  in net loss  results  primarily  from  increase  in payroll  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
letter 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.

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.

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


                                       12
<PAGE>

      We are subject to various  risks that may  materially  harm our  business,
financial condition and results of operations. You should carefully consider the
risks and uncertainties described below and the other information in this filing
before  deciding  to  purchase  our  common  stock.  If any of  these  risks  or
uncertainties  actually occurs, our business,  financial  condition or operating
results  could be  materially  harmed.  In that case,  the trading  price of our
common  stock could  decline and you could lose all or part of your  investment.
The following are all the material risks known to the company.

                         RISKS RELATING TO OUR BUSINESS

      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  operating income.  For the period July
19, 2001  (inception) to June 30, 2005, the company had an aggregate net loss of
$422,626.  Accordingly, an investment in the company is extremely speculative in
nature and involves a high degree of risk.

      Our auditors  have  expressed an opinion that there is  substantial  doubt
about our ability to continue as a going concern.

      In its report dated February 7, 2005, Salberg & Company, P.A. expressed an
opinion that there is substantial doubt about our ability to continue as a going
concern. For the preceding fiscal year ending December 31, 2004, the company had
no revenues, a net loss of $ 119,568, a working capital deficiency of $ 497,084,
a  stockholder's  deficiency  of $  487,221  and a  deficit  accumulated  during
development state of $ 422,626. If we are unable to continue as a going concern,
you may lose your entire investment.

      We need  additional  financing  and if we are unable to raise the  capital
necessary,  we may be  forced  to  abandon  or  curtail  our  business  plan  or
operations.

      As of December 31, 2004 the company's working capital (current assets less
current  liabilities)  was a deficit of $487,221.  We do not have any  continual
commitments  or identified  sources of additional  capital from third parties or
from its  officers,  directors or majority  shareholders.  There is no assurance
that additional financing will be available on favorable terms, if at all.

      Our business is dependent on the exploitation of our portfolio of patents,
which to date have generated limited income.

      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 income  received in  connection  with the  enforcement  of our patent
rights (classified on our balance sheet as "other income"),  we have not had any
revenue from  royalties or licensing of the patents which we hold, and 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.

      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 substantial  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.

      If  our  applications  for  pending  patents  are  not  granted  it  could
materially affect our business.

      We have applied for patent  protection for some aspects of our technology.
There can be no guarantee or assurance  that the patents or  trademarks  applied
for will be awarded. In the event we are 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 our already issued
patent.


                                       13
<PAGE>

      If we are unable to protect  our  intellectual  property,  it could have a
material adverse effect on us.

      Our ability to compete depends, in part, upon successful protection of our
proprietary  assets.  We plan to protect  proprietary and intellectual  property
rights through available patent,  copyright and trademark laws and licensing and
distribution arrangements with reputable companies, and to the extent management
deems  economically  prudent.  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,  or individuals or companies in jurisdictions  where our
intellectual property is not protected may simply take advantage of our work. 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  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.   Additionally,   companies  in  other
jurisdictions may have patented technology on which our patent would infringe.

      We do not carry liability insurance or business interruption insurance.

      We do not carry  general  liability  insurance  or  business  interruption
insurance at this time. We intend to purchase such  insurance  when we deem such
an investment to be economically  prudent.  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.

      We are  controlled by our principal  shareholders  and as a result you may
not be able to exert meaningful influence on significant corporate decisions.

      At present, our principal shareholders own approximately 83% of the issued
and  outstanding  shares  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.

      We are reliant on key personnel  and if we lose any of our key  employees,
it could have a material adverse effect on our business and operations.

      Our success depends largely on highly skilled personnel. In particular, we
rely on the skills of Leigh  Rothschild,  who developed the technology  which we
have patented,  and on whom we would rely to update and customize the technology
as  necessary.  We also  rely upon  personnel  having  skills  in areas  such as
determining  the validity of  intellectual  property,  maintaining  intellectual
property,  identifying  infringing  parties,  developing and commercializing the
company's  intellectual  property,  and  general  operations.  The  loss  of the
services of any key personnel could adversely affect us.

      There is a limited public market for our common stock, and our stock price
may be volatile.

      Our shares are listed on the Over-the-Counter Bulletin Board, and have had
a limited volume of sales,  thus  providing a limited  liquidity into the market
for our  shares.  Moreover  the  price  of our  shares  may be  subject  to wide
fluctuations in response to several factors,  including,  but not limited to the
sale of shares  received by Cornell upon our drawdowns  under the Standby Equity
Distribution  Agreement.  The size of such sales could be substantially  greater
than the  normal  amount of  trading  occurring  in our  stock and could  have a
substantial negative influence on the price of our stock.

      Our shares are traded on the  over-the-counter  Bulletin  Board. In recent
years the stock market in general has  experienced  extreme  price  fluctuations
that have  oftentimes  have been  unrelated to the operating  performance of the
affected  companies.  Similarly,  the market  price of our shares may  fluctuate
significantly  based upon factors unrelated or disproportionate to our operating
performance.  These market fluctuations,  as well as general economic, political
and market conditions may adversely affect the market price of our shares.


                                       14
<PAGE>

      We do not expect to pay dividends for the foreseeable future.

      We have not declared or paid, and do not anticipate declaring or paying in
the  foreseeable  future,  any cash dividends on our shares.  Our ability to pay
dividends is dependent upon, among other things, our future earnings, if any, as
well as our operating and financial  condition,  capital  requirements,  general
business  conditions and other pertinent  factors.  Furthermore,  any payment of
dividends  by us is  subject  to the  discretion  of  our  board  of  directors.
Accordingly,  there is no assurance  that any dividends will ever be paid on our
shares.

      We are  subject  to  price  volatility  due to our  operations  materially
fluctuating;  as a result, any  quarter-to-quarter  comparisons in our financial
statements may not be meaningful.

      As a result of the evolving nature of the markets in which we compete, and
the early  stage in  development  of our  business  plan,  we  believe  that our
operating   results   may   fluctuate   materially,   as  a   result   of  which
quarter-to-quarter   comparisons  of  our  results  of  operations  may  not  be
meaningful.  Until we have  developed and  demonstrated  uses for our technology
which is  accepted  by a  significant  number of  customers  on a regular  basis
(through  licensing  or  otherwise)  our  quarterly  results of  operations  may
fluctuate significantly.


                                       15
<PAGE>

                      Trust Licensing, Inc. and Subsidiary
                          (A Development Stage Company)

                        Consolidated Financial Statements

                    Years Ended December 31, 2004, 2003, and
                  for the period from July 19, 2001 (Inception)
                              to December 31, 2004
<PAGE>

                      Trust Licensing, Inc. and Subsidiary
                          (A Development Stage Company)

                                    Contents

                                                                         Page(s)

Report of Independent Registered Public Accounting Firm                    1

Consolidated Balance Sheet                                                 2

Consolidated Statements of Operations                                      3

Consolidated Statement of Changes in Stockholders' Deficiency              4

Consolidated Statements of Cash Flows                                      5

Notes to Consolidated Financial Statements                                6-17
<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.

As more fully described in Note 12,  subsequent to the issuance of the Company's
December 31, 2004 consolidated financial statements and our report thereon dated
February 7, 2005 we became aware certain costs relating to the  recapitalization
should have been charged to equity rather than expensed.  In our related report,
we expressed an  unqualified  opinion with an explanatory  paragraph  describing
conditions  that raise doubt about the Company's  ability to continue as a going
concern.  Our  opinion on the  revised  consolidated  financial  statements,  as
expressed herein,  remains unqualified with an explanatory  paragraph describing
conditions  that raise doubt about the Company's  ability to continue as a going
concern.

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
$119,568 in 2004, a working  capital  deficiency  of $497,084,  a  stockholders'
deficiency of $487,221 and a deficit  accumulated  during  development  stage of
$422,626 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
      (except for Note 12, as to which is September 20, 2005)
<PAGE>

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

                                     ASSETS
                                     ------

                                                                     As Restated
                                                                      (Note 12)
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 292,066,663 outstanding               29,407
  Additional Paid-in Capital                                            40,998
  Deficit accumulated during the development stage                    (422,626)
  Treasury Stock at cost (2,000,000 shares)                           (135,000)
                                                                     ---------
Total Stockholders' Deficiency                                        (487,221)
                                                                     ---------

Total Liabilities and Stockholders' Deficiency                       $  63,854
                                                                     =========

          See accompanying notes to consolidated financial statements.


                                       2
<PAGE>

                      Trust Licensing, Inc. and Subsidiary
                          (A Development Stage Company)
                      Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                                                              For the
                                                                                            Period from
                                                               Year ended                  July 19, 2001
                                                               December 31,               (Inception) to
                                                        2004               2003          December 31, 2004
                                                   -------------       -------------     -----------------
                                                    As Restated                             As Restated
                                                     (Note 12)                               (Note 12)

<S>                                                <C>                 <C>                 <C>
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                                 62,217                  --              62,217
General and administrative                                66,442               2,890              80,981
Impairment loss                                               --               5,070              61,265
                                                   -------------       -------------       -------------
Total Operating Expenses                                 815,735             177,805           1,123,793
                                                   -------------       -------------       -------------

Loss from Operations                                    (815,735)           (177,805)         (1,123,793)

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                                           $    (119,568)      $    (177,805)      $    (422,626)
                                                   =============       =============       =============
Net Loss Per Share - Basic and Diluted             $          --       $          --       $          --

Weighted average number of shares outstanding
  during the year - basic and diluted                277,901,150         270,072,000         272,338,170
                                                   =============       =============       =============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       3
<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

<TABLE>
<CAPTION>
                                                                                                Deficit
                                                                                              accumulated
                                                            Common Stock         Additional    during the
                                                        ---------------------      Paid-in     development    Treasury
                                                          Shares       Amount      Capital        stage        Stock        Total
                                                        -----------   -------    ---------    ------------   ---------    ---------
<S>                                                     <C>           <C>        <C>           <C>           <C>
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 including treasury shares                22,328,000     2,233      (2,233)            --      (135,000)    (135,000)

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

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

Net loss, 2004                                                   --        --          --       (119,568)           --     (119,568)
                                                        -----------   -------    --------      ---------     ---------    ---------

Balance, December 31, 2004  (As restated, Note 12)      294,066,663   $29,407    $ 40,998      $(422,626)    $(135,000)   $(487,221)
                                                        ===========   =======    ========      =========     =========    =========
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       4
<PAGE>

                      Trust Licensing, Inc. and Subsidiary
                          (A Development Stage Company)
                      Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                               For the
                                                                                             Period from
                                                                   Year Ended               July 19, 2001
                                                                   December 31,            (Inception) to
                                                                2004           2003       December 31, 2004
                                                              ---------     ---------     -----------------
                                                             As Restated                     As Restated
                                                              (Note 12)                       (Note 12)
Cash Flows From Operating Activities:
<S>                                                           <C>           <C>               <C>
Net Loss                                                      $(119,568)    $(177,805)        $(422,626)
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, officers                                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 Provided by (Used In) Operating Activities               8,907       (33,764)          (79,056)
                                                              ---------     ---------         ---------

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)
  Recapitalization consideration paid for treasury shares      (135,000)           --          (135,000)
                                                              ---------     ---------         ---------
Net Cash Provided By Financing Activities                        50,375        36,000           226,375
                                                              ---------     ---------         ---------

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                                           $      --     $      --         $      --
                                                              =========     =========         =========
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       5
<PAGE>

                      Trust Licensing, Inc. and Subsidiary
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                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.


                                       6
<PAGE>

                      Trust Licensing, Inc. and Subsidiary
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                December 31, 2004

         (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.

         (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 than 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.


                                       7
<PAGE>

                      Trust Licensing, Inc. and Subsidiary
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                December 31, 2004

         (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  was 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.

         (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)


                                       8
<PAGE>

                      Trust Licensing, Inc. and Subsidiary
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                December 31, 2004

         (L) New Accounting Pronouncements

         Statement  No.  144  "Accounting  for the  Impairment  or  Disposal  of
         Long-Lived  Assets"  supersedes  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  supersedes  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.

         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


                                       9
<PAGE>

                      Trust Licensing, Inc. and Subsidiary
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                December 31, 2004

         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.

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  Irrevocable
Trust Agreement Number III ("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
                                                      ========


                                       10
<PAGE>

                      Trust Licensing, Inc. and Subsidiary
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                December 31, 2004

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)

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.

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.


                                       11
<PAGE>

                      Trust Licensing, Inc. and Subsidiary
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                December 31, 2004

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
reissued in the  Company's  name as treasury  shares and accounted for using the
cost method.  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 $135,000 paid for the public shell, accounted for as treasury
stock, the Company incurred and paid an additional  $30,000 as a finders fee and
$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 $62,217 as total  transaction
costs of recapitalization and $135,000 to treasury stock.

As a result of the above  recapitalization,  the  original  shareholders  of the
publicly held shell are deemed to have been issued  20,328,000  common shares of
the Company and 2,000,000 are held as treasury  shares.  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.


                                       12
<PAGE>

                      Trust Licensing, Inc. and Subsidiary
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                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.


                                       13
<PAGE>

                      Trust Licensing, Inc. and Subsidiary
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                December 31, 2004

      The $700,000 was recorded as other income  during the year ended  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 $119,568  for the year ended  December  31, 2004 and a working
capital deficiency of $497,084, deficit accumulated during the development stage
of $422,626 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


                                       14
<PAGE>

                      Trust Licensing, Inc. and Subsidiary
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                December 31, 2004

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.

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)             $(40,653)     $     --
Change in valuation allowance
                                                        40,653            --
                                                      --------      --------
                                                      $     --      $     --
                                                      ========      ========

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                       $(40,653)
Total gross deferred tax assets                        (40,653)
Less valuation allowance                                40,653
                                                      --------
Net deferred tax assets                               $     --
                                                      ========

The Company has a net operating  loss  carryforward  of  approximately  $119,568
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 $40,653.

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.


                                       15
<PAGE>

                      Trust Licensing, Inc. and Subsidiary
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                December 31, 2004

(ii)     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.

(iii)    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.

(vii)    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


                                       16
<PAGE>

                      Trust Licensing, Inc. and Subsidiary
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                December 31, 2004

         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 Company
elected to draw down  substantially all of the remaining balance on its $250,000
line of credit. (See Note 5).

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.

Note 12  Restatement

Subsequent  to the  issuance of the  Company's  December  31, 2004  consolidated
financial  statements,  management  became  aware that  $135,000 of cost paid to
redeem 2,000,000 common shares as part of the recapitalization  should have been
charged to equity  rather than to  operations.  In  addition,  those shares were
reissued in the Company's name as treasury  shares and  accordingly  should have
been  reflected  as  treasury  shares in the  consolidated  balance  sheet.  The
correction of these items in the restated consolidated  financial statements has
the effect of reducing expense of recapitalization and thereby reducing net loss
in the consolidated statement of operations for the year ended December 31, 2004
and for the period  from July 19,  2001  (inception)  to  December  31,  2004 by
$135,000 and reclassifying  $135,000 from deficit accumulated during development
stage to treasury stock in the consolidated  balance sheet at December 31, 2004.
There was no net effect on consolidated net loss per share.


                                       17
<PAGE>

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

      On October 11, 2004, the company  engaged  Salberg & Company,  P.A. as the
Company's  independent  accountants to audit the balance  sheets,  statements of
operations,  changes in  stockholders'  equity  (deficiency)  and cash flows for
Trust Licensing,  Inc., a Florida corporation and wholly owned subsidiary of the
company.

      Dorra Shaw & Dugan,  Certified Public Accountants  ("Dorra Shaw") had been
engaged as the company's principal independent accountants.  Dorra Shaw reported
that the  company's  financial  statements  during  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.  During the two-year period ended December 31, 2003, and
the subsequent  interim periods  preceding such  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 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

      Our executive officers as of September 15, 2005 were as follows:

<TABLE>
<CAPTION>
=================================================================================================
       Name              Age                         Position with the company
<S>                      <C>
-------------------------------------------------------------------------------------------------
Leigh M. Rothschild      52                            Chairman of the Board
-------------------------------------------------------------------------------------------------
  Jeffrey W. Sass        46                    Chief Executive Officer and Director
-------------------------------------------------------------------------------------------------
 Michael R. Moore        37       Executive Vice President, Business & Legal Affairs and Director
-------------------------------------------------------------------------------------------------
  Jay Howard Linn        71                       Acting Chief Financial Officer
-------------------------------------------------------------------------------------------------
    Adam Bauman          47                                  Director
=================================================================================================
</TABLE>

      Leigh M. Rothschild,  Chairman:  Mr. Rothschild is currently  Chairman and
Founder of CMT. 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.  Mr.  Rothschild is a former  presidential
appointee  to the  High-Resolution  Board for the  United  States  under  former
President George H. W. Bush.


                                       16
<PAGE>

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,  Chief  Executive  Officer  and  Director:  A
veteran of the entertainment,  licensing, and computer industries,  Jeffrey Sass
is  currently  President  and CEO and a  co-founder  of CMT.  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 and
Director:  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  CMT,  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.

      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 Trust Agreement Number III.

      Adam Bauman,  Director: For more than five years Adam has been the CEO and
President of STI, an  executive  talent  management  firm which  advises  senior
management  in the  entertainment,  publishing,  technology,  fashion and retail
industries.  Since  its  founding  in  1996,  executives  have  retained  STI to
strategically  advise them on e-commerce,  emerging  technologies,  investments,
media exposure, eminence, strategic alliances, board seats, career opportunities
and  advancement,  and other arenas in which they may be personally  interested.
Adam holds both MFA in Motion Picture Production Management and MBA in Executive
Management degrees from the University of Southern California, and a BA in Radio
and Television degree from California State University at Long Beach.


                                       17
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

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

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                   Long-Term
                                                   Annual Compensation         Compensation Awards
                                                  ---------------------     -------------------------
                                                                            Restricted    Securities
                                                                             Stock        Underlying      All Other
Name and Principal Position              Year      Salary        Bonus      Award(s) ($)  Options (#)    Compensation
-----------------------------------------------------------------------------------------------------------------------
<S>                                      <C>      <C>          <C>           <C>           <C>             <C>
Leigh M. Rothschild                      2004     $   (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     $   (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     $   (5)      $  - 0 -      $  - 0 -      $  - 0 -        $ - 0 -
Executive Vice President, Business       2003     $  - 0 -     $  - 0 -      $  - 0 -      $  - 0 -        $ - 0 -
    and Legal Affairs                    2002     $  - 0 -     $  - 0 -      $  - 0 -      $  - 0 -        $ - 0 -
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

(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 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.  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
      payment of $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.


                                       18
<PAGE>

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

SECURITY OWNERSHIP

The following table sets forth as of December 31, 2004 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.

                                                       Amount and
                                                       Nature of
                                                       Beneficial        Percent
                                                       Ownership           of
Names                                                of Common Shares     Class
--------------------------------------------------------------------------------
Leigh M. Rothschild                                     173,427,700        59.0%
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          *
Adam Bauman                                                 300,000 (2)      *
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.

(2)   Mr. Bauman owns options to purchase 300,000 shares.

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.


                                       19
<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


                                       20
<PAGE>

subject to substantial risk of forfeiture, whichever occurs earlier, 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.

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, 2005.

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


                                       21
<PAGE>

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.

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.

                                       22
<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.

      * Previously filed

      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.


                                       23
<PAGE>

ITEM14. 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


                                       24
<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 September 30, 2005.

                                                          Trust Licensing, Inc.
                                                      By: /s/ Jeffrey W. Sass
                                                         -----------------------
                                                         Jeffrey W. 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 September 30, 2005.

       Signature                                    Title

/s/ Leigh M. Rothschild
-----------------------
  Leigh M. Rothschild                    Chairman and Sole Director

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

  /s/ Jay Howard Linn
-----------------------
    Jay Howard Linn                    Acting Chief Financial Officer

 /s/ Michael R. Moore
-----------------------
     Michael Moore           Executive Vice President, Business & Legal Affairs

   /s/ Adam Bauman
-----------------------
      Adam Bauman                                 Director


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