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

                                   FORM 10-QSB
                                   (Mark One)

 (X) Quarterly report under section 13 or 15 (d) of the Securities Exchange Act
                                    of 1934

                  For the quarterly period ended March 31, 2005

  ( )Transition report under section 13 or 15 (d) of the Exchange Act of 1934

              For the transition period from _________ to _________

                        Commission file number 000-18689
                            -------------------------

                              TRUST LICENSING, INC.
                             ----------------------
             (Exact name of registrant as specified in its charter)

Delaware                                               06-1238435
-----------------------------------------------------------------------------
(State or Other Jurisdiction                 (IRS Employer  Identification No.)
 of Incorporation or Organization)

950 South Pine Island Road, Suite A150-1094,       Plantation, Florida 33324
------------------------------------------------------------------------------
       (Address of Principal Executive Offices)                    (Zip Code)

                                 (954) 727-8218

                (Issuer's Telephone Number, Including Area Code)

                           NEW MOUNTAINTOP CORPORATION
-----------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

         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 whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. [ x ] Yes [ ] No

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date. 294,066,663 shares of
common stock and were outstanding as of May 13, 2005.

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


<PAGE>



                                                       PART I
                                               FINANCIAL INFORMATION
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Item 1. Financial Statements


                                                                               Page(s)

Consolidated Balance Sheet (Unaudited)                                            1

Consolidated Statements of Operations (Unaudited)                                 2

Consolidated Statements of Cash Flows (Unaudited)                                 3

Notes to Consolidated Financial Statements (Unaudited)                            4


Item 2. Management's Discussion and Analysis and Plan of Operation               14

Item 3. Controls and Procedures. See attached Exhibit 31 and
 Exhibit 32 Certifications                                                       25


                                                      PART II

Item 1. Legal Proceedings                                                        27

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds              27

Item 3. Defaults Upon Senior Securities                                          29

Item 4. Submission of Matters to a Vote of Security Holders                      29

Item 5. Other Information                                                        29

Item 6. Exhibits and Reports on Form 8-K                                         29

Signatures                                                                       31





<PAGE>
                      Trust Licensing, Inc. and Subsidiary
                          (A Development Stage Company)
                           Consolidated Balance Sheet
                                 March 31, 2005
                                 ---------------
                                   (Unaudited)

                                     ASSETS
Current Assets
  Cash                                                                $     3,158
  Prepaid Expenses                                                          8,223
---------------------------------------------------------------------------------
Total Current Assets                                                       11,381
---------------------------------------------------------------------------------

Office equipment, net of $27,222 accumulated depreciation                   6,031
---------------------------------------------------------------------------------

Total Assets                                                          $    17,412
------------------------------------------------------------------------=========

                      LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities
  Accounts payable                                                    $    35,224
  Accounts payable, related party                                          94,139
  Accrued expenses                                                         20,577
  Accrued compensation, officers                                          150,267
  Accrued payroll taxes payable                                            17,276
  Note payable, related party                                             220,000
  Accrued interest payable, related party                                   4,490
  Accrued interest payable                                                  1,503
---------------------------------------------------------------------------------
Total Current Liabilities                                                 543,476
---------------------------------------------------------------------------------

Long Term Liabilities
  Line of credit                                                          248,375
---------------------------------------------------------------------------------
Total Liabilities                                                         791,851
---------------------------------------------------------------------------------
Commitments and Contingencies (See Note 8)

Stockholders' Deficiency
  Common stock,  $0.0001 par value; 500,000,000 shares authorized,
    294,066,663 shares issued and outstanding                              29,407
  Additional Paid-in Capital                                               44,964
  Deficit accumulated during the development stage                       (848,810)
----------------------------------------------------------------------------------
Total Stockholders' Deficiency                                           (774,439)
----------------------------------------------------------------------------------
Total Liabilities and Stockholders' Deficiency                        $    17,412
------------------------------------------------------------------------==========

     See accompanying notes to unaudited consolidated financial statements.
                                       1
<PAGE>
                                                            Trust Licensing, Inc. and Subsidiary
                                                               (A Development Stage Company)
                                                           Consolidated Statements of Operations
                                                           --------------------------------------
                                                                          (Unaudited)

                                                                                        For the
                                                                                      Period from
                                                        Three Months Ended           July 19, 2001
                                                             March 31                (Inception) to
                                                       2005           2004           March 31, 2005
                                                   -------------  -------------- -----------------------

Revenue                                                     $ -             $ -                     $ -
                                                   -------------  -------------- -----------------------

Operating Expenses
Payroll, contract services and stock based compensation 149,601          10,846                 519,144
Professional fees                                        63,685               -                 541,418
Research and development                                 12,123               -                  42,317
Rent                                                      6,825           1,551                  26,080
Depreciation                                              4,617           2,142                  27,222
Costs of recapitalization                                     -               -                 197,217
General and administrative                               49,224           6,471                 130,205
Impairment loss                                               -           1,287                  61,265
                                                   -------------  -------------- -----------------------

Total Operating Expenses                                286,075          22,297               1,544,868
                                                   -------------  -------------- -----------------------


Loss from Operations                                   (286,075)        (22,297)             (1,544,868)

Other Income (Expense)
Other income                                                  -               -                 705,000
Interest expense                                         (5,109)              -                  (8,942)
                                                   -------------  -------------- -----------------------

Total Other Income (Expense), net                        (5,109)              -                 696,058
                                                   -------------  -------------- -----------------------

Net Loss                                             $ (291,184)      $ (22,297)             $ (848,810)
                                                   =============  ============== =======================

Net Loss Per Share  - Basic and Diluted                    0.00            0.00                    0.00
                                                   =============  ============== =======================


Weighted average number of shares outstanding
  during the period - basic and diluted             294,066,663     270,072,000             273,961,587
                                                   =============  ============== =======================


     See accompanying notes to unaudited consolidated financial statements.
                                       2
<PAGE>

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

                                                                                 For the
                                                                               Period from
                                                          Three Months Ended   July 19, 2001
                                                              March 31        (Inception) to
                                                           2005       2004    March 31, 2005
                                                         ---------- --------- ---------------

Cash Flows From Operating Activities:
Net Loss                                                 $(291,184) $(22,297)     $ (848,810)
Adjustments to reconcile net loss to net cash
  used in operations:
Impairment loss - patent and trademark                           -         -          61,265
Depreciation                                                 4,617     2,142          27,222
Stock issued for services                                        -         -          50,000
Stock options granted                                        3,966         -           3,966

Changes in operating assets and liabilities:

  (Increase) Decrease

  Prepaid Expenses                                          (8,224)        -          (8,224)

  Increase (Decrease)

  Accounts payable                                           9,077  (140,623)         35,223
  Accounts payable, related party                           46,440         -          94,139
  Accrued expenses                                           9,932    80,444          20,577
  Accrued compensation, officers                            46,166         -         150,267
  Accrued payroll taxes payable                                  -     1,847          17,276
  Accrued interest payable, related party                    1,927         -           2,797
  Accrued interest payable                                     234         -           3,197
                                                         ---------- --------- ---------------
Net Cash Used In Operating Activities                     (177,049)  (78,487)       (391,105)
                                                         ---------- --------- ---------------

Cash Flows From Investing Activities:
  Purchase of equipment                                       (784)   (4,419)        (33,252)
  Patent and trademark cost disbursements                        -         -         (61,265)
  Cash acquired in recapitalization                              -         -             405
  Advance from related party                                     -         -          20,000
  Loan repayment received from related party                20,000         -         (20,000)
                                                         ---------- --------- ---------------

Net Cash Used Provided By (Used In) Investing Activities    19,216    (4,419)        (94,112)
                                                         ---------- --------- ---------------

Cash Flows From Financing Activities:
  Proceeds from issuance of common stock                         -         -          20,000
  Proceeds from related party notes                         30,000         -         220,000
  Proceeds from related party loans                              -         -               -
  Proceeds from line of credit                              97,000         -         248,375
  Proceeds from related party loans                              -    80,000         266,000
  Repayments of related party loans                              -         -        (266,000)
                                                         ---------- --------- ---------------
Net Cash Provided By Financing Activities                  127,000    80,000         488,375
                                                         ---------- --------- ---------------

Net Increase (Decrease) in Cash                            (30,833)   (2,906)          3,158

Cash at Beginning of Period                                 33,991     5,880               -
                                                         ---------- --------- ---------------

Cash at End of Period                                      $ 3,158    $2,974         $ 3,158
                                                         ========== ========= ===============

Supplemental disclosure of cash flow information:

Cash paid for interest                                         $ -       $ -             $ -
                                                         ========== ========= ===============

Cash paid for taxes                                            $ -       $ -             $ -
                                                         ========== ========= ===============


     See accompanying notes to unaudited consolidated financial statements
                                       3

<PAGE>

ITEM 1            FINANCIAL STATEMENTS


Note 1            Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
of America and the rules and regulations of the United States Securities and
Exchange Commission for interim financial information. Accordingly, they do not
include all the information and footnotes necessary for a comprehensive
presentation of consolidated financial position and results of operations.

It is management's opinion, however, that all material adjustments (consisting
of normal recurring adjustments) have been made which are necessary for a fair
consolidated financial statement presentation. The results for the interim
period are not necessarily indicative of the results to be expected for the
year.

For further information, refer to the audited consolidated financial statements
and footnotes of the Company for the year ending December 31, 2004 included in
the Company's Form 10-KSB.

Note 2   Nature of Operations and Summary of Significant Accounting Policies
         ------------------------------------------------------------------

(A)      Nature of Business

Trust Licensing, LLC ("TLLLC") 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 7(B) regarding recapitalization). For purposes of clarity, the
consolidated entity consisting of the parent, Trust Licensing, Inc. (f/k/a NMC),
and the wholly owned subsidiary, TLI, are hereafter collectively referred to as
the "Company."

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 3, 8 and 9(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.

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, Inc., a Florida corporation
(successor-by-merger to Trust Licensing, LLC). As previously noted, these
entities are hereafter collectively referred to as the "Company." All
significant intercompany accounts and transactions have been eliminated in
consolidation.

(C)      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


                                        4

<PAGE>
carrying amounts may not be recoverable. If the undiscounted future cash flows
of the long-lived assets are less that the carrying amount, their carrying
amount is reduced to fair value and an impairment loss is recognized. During the
three months ended March 31, 2005 and 2004, and for the period from July 19,
2001 (inception) to March 31, 2005, the Company recognized an impairment loss of
$ 0, $ 1,287, and $61,265, respectively. The impairment losses are related to
previously capitalized amounts relating to the #534 Patent. (See Notes 3, 8 and
9(A)).

(D)      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:

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 three months ended March 31, 2005 or 2004 or for the
period from July 19, 2001 (inception) to March 31, 2005, respectively.

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 three months ended March 31, 2005, the
three months ended March 31, 2004, or for the period from July 19, 2001
(inception) to March 31, 2005.

The Company recognizes "other income" from patent infringement claims when the
claim is settled, whether by negotiation or litigation. The Company recognized
no "other income" for the three months ended March 31, 2005 or 2004, or for the
period from July 19, 2001 (inception) to March 31, 2005. (See Note 9(A) and
below).

During the year ended December 31, 2002, the Company recognized $5,000 as a
component of "other income". The source of this income came from what resulted
in a settlement between the Company and an unrelated third party relating to the
#534 Patent. There were no continuing commitments in connection with this
settlement. During the year ended December 31, 2004, $700,000 was recognized
from a patent infringement claim. (See Note (9(A))

(E)      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 March 31, 2005
there were 2,000,000 employee options outstanding ("Issued Options") that could
potentially dilute future earnings per share (See Note 7(D)). For the three
months ended March 31, 2004 there were no common share equivalents. For the
period from July 19, 2001 (inception) to March 31, 2005, the 2,000,000 Issued
Options represented the only common share equivalents which could potentially
dilute future earnings per share.

(F)  Stock Based Compensation
The Company follows the fair value method under the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation," in accounting for stock- based transactions with employees and
non-employees.


                                        5

<PAGE>
In December 2002, SFAS No. 148, "Accounting for Stock-Based Compensation -
Transition and Disclosure," was issued. This pronouncement amends SFAS No. 123,
"Accounting for Stock-Based Compensation," and provides guidance to companies
that wish to voluntarily change to the fair value based method of accounting for
stock-based employee compensation, among other provisions. The Company has
historically accounted for, and will continue to account for, its employee
stock-based compensation under the fair value based method provisions of SFAS
No. 123, and therefore the issuance of SFAS No. 148 did not have any impact on
the Company's consolidated financial position, results of operations or cash
flows.
(G)      New Accounting Pronouncements

Statement No. 144 "Accounting for the Impairment or Disposal of Long-Lived
Assets" supercedes Statement No. 121 "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of" ("SFAS 121").
Though it retains the basic requirements of SFAS 121 regarding when and how to
measure an impairment loss, SFAS 144 provides additional implementation
guidance. SFAS 144 excludes goodwill and intangibles not being amortized among
other exclusions. SFAS 144 also supercedes the provisions of APB 30, "Reporting
the Results of Operations," pertaining to discontinued operations. Separate
reporting of a discontinued operation is still required, but SFAS 144 expands
the presentation to include a component of an entity, rather than strictly a
business segment as defined in SFAS 131, "Disclosures about Segments of an
Enterprise and Related Information." SFAS 144 also eliminates the current
exemption to consolidation when control over a subsidiary is likely to be
temporary. This statement is effective for all fiscal years beginning after
December 15, 2001. The adoption of SFAS 144 had a material effect on the
Company's financial position, results of operations and liquidity due to the
Company reporting impairment charges relating to a contributed patent (see Notes
3 and 8) of $ 0, $ 1,287, and $ 61,265 respectively for the three months ended
March 31, 2005, 2004, and for the period from July 19, 2001 (inception) to March
31, 2005.

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 No. 123 ("SFAS 123") (revised 2004)
"Share-Based Payment". This Statement requires that the cost resulting from all
share-based transactions be recorded in the financial statements. The Statement
establishes fair value as the measurement objective in accounting for share-
based payment arrangements and requires all entities to apply a fair-value-based
measurement in accounting for share-based payment transactions with employees.
The Statement also establishes fair value as the measurement objective for
transactions in which an entity acquires goods or services from non- employees
in share-based payment transactions. The Statement replaces SFAS 123 "Accounting
for Stock-Based Compensation" and supersedes APB Opinion No. 25 "Accounting for
Stock Issued to Employees". The provisions of this Statement will be effective
for the Company beginning with its fiscal year ending 2005. The has adopted the
provisions of SFAS No. 123.

(H)         Research and Development Costs

In 2004, the Company disbursed $9,194 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 $ 12,123 for the three months ended March 31, 2005, $0
for the three months ended March 31, 2004, and $ 42,317 for the period from July
19, 2001 (inception) to March 31, 2005.



                                        6

<PAGE>
Note 3                 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.

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                                        $      -
Three  months ended March 31, 2005                                  $      -
                                                                    -----------

Total impairment loss                                               $   61,265
                                                                    ==========

Note 4                 Loans Receivable and Payable, Related Parties
                       ---------------------------------------------

Prior to the merger TLLLC was owned by: Irrevocable Trust Agreement Number III
("Trust III"), TLLLC's Founder (who is also the current Company's Chairman), the
Company's current Chief Executive Officer, and the Company's current Executive
Vice President. 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 TLLLC and to the Company. Total advances 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
Three months ended March 31, 2005                                   $     -
                                                                    ----------

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

 These "advances" do not include amounts borrowed from Trust III pursuant to
certain Notes Payable. Notes Payable to Trust III are detailed in "Notes
Payable, Related Party and Accrued Interest Payable, Related Party" in Note 5.

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. The full $
20,000 was repaid to the Company on February 22, 2005. (See Note 8).


                                        7

<PAGE>

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

Note 5    Note Payable, Related Party and Accrued Interest Payable, Related Party
           ---------------------------------------------------------------------

On August 24, 2004, the Company issued a note payable for $165,000 to TLLLC for
a term of nine months bearing interest at the annual rate of 4%. The borrowing
was unsecured. These funds were used in connection with the reverse triangular
merger in order to acquire NMC (a public shell) (see Notes 7(B).

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.

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. The Company used these funds in connection with its general
operations.

On March 9, 2005 the Company entered into a line of credit arrangement to borrow
up to an additional $55,000 from Trust III. The Company borrowed $ 30,000 of
this amount as of March 31, 2005. The line of credit arrangement is evidenced by
the issuance of a Promissory Note/Line of Credit. The note bears interest at 10%
per annum and is payable at the earlier of the Company receive a bridge loan or
equity investment that nets proceeds to the Company of at least $ 300,000, or
December 9, 2005. Total notes payable, related party aggregated $ 220,000 at
March 31, 2005. At March 31,2005, the Company had accrued interest payable with
a related party for $4,490.
(See Note 8)

Note 6                 Line of Credit

On October 6, 2004, effective November 16, 2004, the Company entered into a
transaction with a 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 prime plus 1.5%. 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. The Chairman of the Board of Directors is the primary beneficiary of
Trust III. As of March 31, 2005, the Company reflected a long term liability of
$248,375 and related accrued interest of $1,503.

Note 7                 Stockholders' Deficiency

(A)         Stock issuances

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. There have


                                        8

<PAGE>
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.

There were no stock issuances for the three month period ending March 31, 2005.

(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 of
TLLLC 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 received 195,054,000 shares, the Company's President and CEO
received 65,018,000 shares and the Company's Executive Vice President and
Secretary received 10,000,000 shares. As part of the reverse triangular merger,
NMC redeemed 2,000,000 (post-split) shares of its common stock from its sole
director and former principal shareholder for cash consideration paid to the
former principal stockholder of NMC totaling $135,000. The 2,000,000 shares were
cancelled, retired and available for future reissuance. Immediately prior to the
closing, TLLLC borrowed $165,000 from Trust III, a related party, (See Note 5).
The entire $165,000 was charged to operations as a cost of recapitalization.

In addition to the $165,000 paid for the public shell, the Company incurred and
paid an additional $32,217 for certain related legal and other professional fees
associated with the recapitalization. For the year ended December 31, 2004, the
Company charged the statement of operations for $ 197,217 as total costs of
recapitalziation. There are no additional charges for recapitalization during
the three months ended March 31, 2005.

As a result of the above recapitalization, the original shareholders of the
publicly held shell are deemed to have been issued 22,328,000 common shares of
the Company. All share and per share information in the accompanying unaudited
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 TLLLC, and the operations of the publicly held corporation from
the recapitalization date.

(C)      Corporate Name Change

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

(D)  Common Stock Options and Warrants Issued for Services
The following summarizes the Company's employee stock option activity for the
three months ended March 31, 2005: The fair value of each option grant is
estimated on the date of grant using the Black-Scholes option-pricing


                                       9

<PAGE>
model in accordance with SFAS No. 123R. The company granted 2,000,000 stock
options to an employee on February 14, 2005 which were valued at $40,000. There
were no stock option grants during the years ended December 31, 2004 or 2003.
The following represents the weighted-average assumptions used by management for
the February 14, 2005 stock option grant:

                  Stock price                        $0.02
                  Exercise price                     $0.02
                  Dividend yield                     0%
                  Expected volatility                307%
                  Risk-free interest rate            4.08%
                  Expected holding periods           10 years

         A summary of the options issued to employees as of March 31, 2005,
December 31, 2004 and 2003 and changes during the periods is presented below:


                                                                  Number of               Weighted Average
                                                                   Options                 Exercise Price
                                                           -----------------------     -----------------------
Stock Options
Balance at December 31, 2003                                                 -       $          -
Granted                                                                      -       $                   -
Exercised                                                                    -       $                   -
Forfeited                                                                    -       $                   -
                                                           -----------------------     -----------------------
Balance at December 31, 2004                                                 -       $            -
Granted                                                           2,000,000          $           0.02
Exercised                                                                    -       $            -
Forfeited                                                                    -       $            -
                                                           -----------------------     -----------------------
Balance at March 31, 2005                                    $    2,000,000          $           0.02
                                                                  =============               =========

Options exercisable at March 31, 2005                        $               -                    -
                                                                                              =========
Weighted average fair value of options granted                                       $           0.02
during 2005
                                                                                              ==========

The following table summarizes information about employee stock options and
consultant options outstanding at March 31, 2005:


                                 Options Outstanding                                                  Options Exercisable
--------------------------------------------------------------------------------------     ----------------------------------
                                                     Weighted
                              Number                  Average             Weighted                Number                  Weighted
       Range of           Outstanding at             Remaining             Average            Exercisable at              Average
       Exercise            March 31,                Contractual           Exercise               March 31,                Exercise
         Price               2005                      Life                 Price                  2005                    Price
     -------------     ---------------------     -----------------     ---------------     ---------------------       ------------
   $   0.02                 2,000,000                 10.00 Years      $    0.02                    -                    $     -

The Issued Options consist of one option granted to a non-executive employee on
February 14, 2005 for 2,000,000 shares, which is exercisable at $ 0.02 per share
(the fair market value at the date of grant.) The Issued Option was granted
pursuant to the Company's Equity Incentive Plan. These Issued Options vest
680,000 on August 26, 2005 and at a rate of 55,000 per month thereafter. As a
result, the employee is not vested in the option grant, thus there are no
exercisable options currently outstanding as of March 31, 2005.  The options are
accounted for as graded vesting options pursuant to SFAS 123.  Accordingly,
the Company has expensed $3,966 as compensation for the three months ended
March 31, 2005. (See Note 8)

Note 8                     Related Parties

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


                                       10

<PAGE>

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 TLI as a result of the  reverse  triangular
merger. (See Note 3)

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, October 8, 2004, and March 9, 2005, the Company issued notes
payable for $165,000, $25,000 and $55,000 respectively from Trust III. (As
previously noted, as of March 31, 2005 the Company had drawn down $30,000 of the
$55,000 available under the March 9, 2005 note.) In connection with these notes,
the Company recorded $4,490 of interest expense (See Note 5).

During 2004, the Company engaged a law firm whose counsel is the father of the
Company's President and Chief Executive Officer. 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 7(B)).
Total fees paid as of March 31, 2005 aggregated $58,623.

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.

During 2005, the Company granted 2,000,000 stock options to an employee valued
at $40,000. (See Note 7(D))

Note 9            Commitments and Contingencies

(A)     Litigation Settlement - Other Income

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

     1. The third party paid to the  Company's  escrow  agent  $700,000.  Of the
     total, the Company was remitted  $475,000.  The remaining $225,000 was paid
     to  settle  accrued  legal  fees in  connection  with this  lawsuit  and is
     reflected in professional fees in the accompanying  consolidated  financial
     statements.

     2.  The  Company  granted  to the  third  party  a  certain  non-exclusive,
     non-transferable, worldwide, fully paid up right and license under the #534
     Patent.

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



                                       11

<PAGE>

(B)      Employment Agreements

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

         (A) Chairman of the Board
                 (i) Term is from August 23, 2004 to August 23, 2006.
                (ii) Salary will be $175,000 per year

         (B)  President and CEO
                 (i) Term is from August 23, 2004 to August 23, 2006.
                (ii) Salary will be $175,000 per year

         (C)  Executive Vice President
                 (i) Term is from August 23, 2004 to August 23, 2006.
                (ii) Salary will be $132,000 per year

On May 1, 2005, the employment contract for the Company's executive vice
president was amended to conform the benefits to those received by the Company's
other executive officers and to increase the base salary to $160,000 annually.
This individual has agreed to accept payment of salary at the pre-amendment
contracted salary rate until August 24, 2005. Currently and until August 24,
2005, the salary increase will be accrued and added to total compensation owed
to this officer.

(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 March 31, 2005, the Company accrued $18,145 in connection with this
consulting agreement.

Note 10                   Going Concern

As reflected in the accompanying unaudited consolidated financial statements,
the Company has a net loss of $291,184 and net cash used in operations of
$177,049 for the three months ended March 31, 2005, and an accumulated deficit
of $848,810, a working capital deficiency of $532,095 and a stockholders'
deficiency of $774,439 at March 31, 2005.

The Company has no operating revenues. The Company has incurred cumulative
losses since inception and has funded operations primarily through related-party
loans and investor capital. 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 9(A)). The settlement of the lawsuit provided the Company
operating capital but due to other commitments pertaining to employment
agreements (see Note 9(B)) and future cash requirements to implement the
business plan, there remains doubt about the Company's ability to continue as a
going concern. The Company has yet to generate an internal cash flow, and until
licensing activities commence, the Company is very dependent upon debt and
equity funding.


                                       12

<PAGE>
Note 11                   Subsequent Events

On April 14, 2005, the company entered into a Standby Equity Distribution
Agreement ("SEDA") with Cornel Capital, Inc. ("Cornell"). Pursuant to the SEDA ,
the Company may, at its discretion, periodically sell to Cornell shares of
common stock for a total purchase price of up to $10,000,000. For each share of
common stock purchased under the SEDA, Cornell will pay the Company 98% of the
lowest volume weighted average price of the Company's common stock as quoted by
Bloomberg, LP on the Over-the- Counter Bulletin Board or other principal market
on which the Company's common stock is traded for the 5 days immediately
following the notice date. Further, Cornell will retain 6% of each advance under
the SEDA . In connection with the SEDA , Cornell received a commitment fee in
the form of the Commitment Shares. As part of the SEDA the Company agreed to
issue to Cornell 3,800,000 shares of which 1,900,000 shares have been issued as
of May 13, 2005. The balance will be issued at the closing of the second
installment of the Promissory Note described below.

Pursuant to the SEDA, on April 14, 2005 Cornell was also issued the Cornell
Warrant for 200,000 shares of the Company's Common Stock. The Cornell Warrant is
exercisable for a period of two (2) years. The exercise price per share under
the Cornell Warrant is $0.01 per share.

In connection with the SEDA the company entered into the Placement Agent
Agreement with Monitor Capital, Inc. ("Monitor"). As consideration for to the
Placement Agent Agreement, the Company issued Monitor 200,000 shares of its
common stock ("Placement Agent Shares").

On April 14, 2005, the Company entered into the Consulting Agreement with
Knightsbridge Holdings , LLC ("Knightsbridge") whereby Knightsbridge will
assist the Company in a variety of areas including, but not limited to
financial, strategic and related developmental growth. The agreement runs for a
term of six (6) months, and will continue on a month-to-month basis thereafter
subject to a right to cancel upon thirty (30) days written notice. The Company
is obligated to pay Knightsbridge a monthly retainer of $2,000.00 and issued
Knightsbridge 4,441,000 shares of the company's common stcok ("Knightsbridge
Shares"). Knightsbridge is also entitled to additional compensation in the
future based upon any transactions that they bring to the Company.

Simultaneous with the execution of the SEDA , the Company executed a Promissory
Note (the "Note") in favor of Montgomery Equity Partners, Ltd. ("Montgomery"),
an institutional fund in the principal amount of $600,000. The Company plans on
using the proceeds of the Note as bridge financing. The Note proceeds were
received by the Company in two installments of $300,000. The first installment
was paid on April 15, 2005 and the second installment is scheduled to be
received by the Company two (2) days prior to the Company's filing of the
required registration statement. The Note accrues interest at the rate of
twenty-four (24%) percent per year and matures one (1) year from its issuance
date. For the first six (6) months, the Company shall make payments of interest
only. Thereafter, the Company shall make payments of principal and interest as
set forth in the Note. Notwithstanding the foregoing, the first two (2) payments
of interest were deducted from the first installment payment and the second (2)
months of interest will be deducted from the second installment payment. The
Note is secured by a first priority lien on all of the Company's assets. As
further security for the Company's obligations under the Note, the Company
pledged 60,000,000 shares of its common stock to Montgomery. In the Event of
Default under the Note, Montgomery shall have the right to receive the pledged
shares at a rate equal to three times the number of shares of the common stock
to be necessary to effectuate repayment of the principal and accrued interest
due and outstanding, from the pledged shares at the price per share equal to the
closing bid price of the Company's common stock, as quoted by Bloomberg, LP, on
the date of issuance of the Note.

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.

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.


                                       13

<PAGE>
Item 2           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

MANAGEMENT'S DISCUSSION AND ANALYSIS OF INTERIM FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

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

OVERVIEW

On August 24, 2004 the Company, through a newly formed wholly owned subsidiary
acquired, by merger, all of the assets and business of 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 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.

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

We plan to leverage an existing patent portfolio and related intellectual
property and technology in order to build a collection of licensees in the areas
of entertainment content (film, music, video), education, advertising, travel
and promotion. In addition to pursuing direct licensing royalty arrangements, we
will


                                                         14

<PAGE>

also seek to enforce our existing issued patent and any subsequently issued or
acquired issued patents against those that infringe. We may also actively
incubate and/or acquire equity interests in select growth- oriented companies
that can benefit from integration and utilization of our intellectual property.
We may also seek to acquire additional patents and patent portfolios.

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

In general, the claims of the '534 Patent cover technology that allows
multimedia content stored on a removable local media (including, but not limited
to CD-ROM and DVD-ROM discs) to be "controlled" or "released" for access by the
user by visiting a related website on the Internet. For example, if a CD or DVD
is placed in the computer drive and a user visits the appropriate web site, when
that user then clicks on a link on the website, content is released, unlocked or
played back from the CD or DVD. The precise claims allowed are set forth
specifically in the terms of the '534 Patent.

We are a development stage company and remain in the very early stages of
implementing our business plan. Nonetheless, we have already successfully
generated other income and taken other actions to increase the value of our
issued patent. Over time, our plan is to attempt to generate revenue from
several sources. These sources may include royalties from patent and technology
licensing, the development and sale of software applications that use our
intellectual property, and from revenue sharing opportunities that arise from
the "unlocking" or "release" of embedded content (for example, hidden additional
content on trailers and soundtracks can be used to stimulate immediate
impulse-buy online purchases). We believe that if these potential revenue
streams materialize in a timely and meaningful fashion, it will enable us to
increase shareholder value. However, we do not believe that cash flow from
operations alone will be sufficient to fund our activities in the next 12
months. As of March 31, 2005, the Company had total assets of approximately $
17,412 ($3,158 of which is cash), and total liabilities of approximately
$791,851. As described below, we will need to obtain additional financing for us
to both implement our plans and to continue as a going concern.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in the United States requires us
to make judgments, assumptions, and estimates that affect the amounts reported
in the Consolidated Financial Statements and accompanying notes. Note 2 to the
Unaudited Consolidated Financial Statements describes the significant accounting
policies and methods used in the preparation of the Consolidated Financial
Statements. These critical accounting policies are affected significantly by
judgments, assumptions, and estimates used in the preparation of the
Consolidated Financial Statements and actual results could differ materially
from the amounts reported based on these policies.

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 collectability is reasonably assured.
The following policies reflect specific criteria for our various revenues
streams.



                                       15

<PAGE>

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 since
inception.

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 during 2004; we have recorded no "other income" for
the three months ended March 31, 2005.

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 three months ended March 31, 2005.

Contingencies and Litigation. We record a reserve for contingencies and
litigation when an adverse outcome is probably and the amount of the potential
liability is reasonably estimable. We are not currently a party in any
litigation nor are we subject to any such contingencies.


RESULTS OF OPERATIONS

The table below summarizes our results of operations for the three months ended
March 31, 2005 and 2004.
(The following condensed financial information is unaudited.)

                                   Three months ended March 31, 2005 and 2004

                                            2005                      2004
                                            ----                      ----

Revenue                                   $ - 0 -                  $ - 0 -
Operating Expenses                          286,075                  22,297
Other Income                                - 0 -                    - 0 -
Other Expense                                 5,109                  - 0 -

Net Loss                                  $(291,184)               $(22,297)

Income Per Share, Basic
 and Diluted                              $    0.00                $  0.00


                                       16

<PAGE>

Revenue. Our revenue was zero for the three months ended March 31, 2005 and 2004
respectively.

Other income. No "other income" was recognized for the three months ended March
31, 2005 or 2004, respectively.

Operating Expenses. Operating expenses for the three months ended March 31, 2005
was $286,075, compared to operating expenses of $ 22,297 for the same period in
2004. The increase in operating expenses results primarily from an increase in
payroll, stock based compensation, professional fees incurred in connection with
the merger and related public company filings, and an increase in research and
development costs.

Net Loss. Our net loss for the three months ended March 31, 2005 was $291,184
compared to net losses of $ 22,297 for the same period in 2004. The increase in
net loss results primarily from the absence of revenue or "other income" coupled
with the increase in operating expenses.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2005 we had $ 3,158 in cash.   We have no other liquid assets.

Prior to the August 2004 reverse merger, the Company financed its activities
primarily through investments and loans from, or loans secured by, related
parties. Subsequent to the merger, the Company obtained financing through bank
loans and related party loans.

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 financing,
including equity financing. We cannot be certain that additional funding will be
available as needed, or upon terms that are favorable. In addition, we may need
to curtail the implementation of our core business activities and plans if
funding is not available.

During the period between January 1, 2005 and February 23, 2005, the Company
elected to draw down substantially all of the remaining balance on its $250,000
line of credit. Additionally, during this same period the Company elected to
draw down approximately $ 30,000 from the $ 55,000 line of credit arrangement
with Trust III.

On February 22, 2005, Trust III paid the Company $20,000 to repay amounts
previously owed to the Company and previously 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 Trust III or any other


                                       17

<PAGE>

related or affiliated party.

CAPITAL EXPENDITURES AND COMMITMENTS

We did not acquire a material amount of fixed assets during the three month
period ending March 31, 2005 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 April 14, 2005, the Company entered into a Standby Equity Distribution
Agreement with Cornell Capital Partners, LP ("Cornell"). Pursuant to the Standby
Equity Distribution Agreement ("SEDA"), and subject to the terms and conditions
contained therein, the Company may, at its discretion, periodically sell to
Cornell shares of common stock for a total purchase price of up to $10.0
million. For each share of common stock purchased under the SEDA, Cornell will
pay the Company 98% of the lowest volume weighted average price of the Company's
common stock as quoted by Bloomberg, LP on the Over-the- Counter Bulletin Board
or other principal market on which the Company's common stock is traded for the
5 days immediately following the notice date. Further, Cornell will retain 6% of
each advance under the SEDA. In connection with the SEDA, Cornell received a fee
including 3,800,000 shares of common stock of which 1,900,000 shares were issued
on execution of the SEDA and 1,900,000 will be issued on the second installment
(as defined below).

Pursuant to the terms of a registration rights agreement, the Company is
required to register the shares issued to Cornell as well as the shares to be
issued pursuant to the SEDA within 40 days from the date of execution of the
agreements and is required to have the registration statement declared effective
105 days from the date thereof. In the event that the registration statement is
not filed or declared effective within these time limits, the Company may be
subject to liquidated damages in the amount of $5,000 per month and may be
deemed in default of the operative agreements.

Pursuant to the SEDA, Cornell was also issued a warrant for 200,000 shares of
the Company's common stock. The warrant is exercisable for a period of two (2)
years from the date of issuance, which is April 14, 2005. The exercise price per
share under the warrant is $0.01 per share and the shares issuable upon exercise
of the warrant are to be included in the registration statement.

In connection with the SEDA the Company entered into the Placement Agent
Agreement with Monitor Capital, Inc. ("Monitor"). Pursuant to the Placement
Agent Agreement, the Company paid a one-time placement agent fee of 200,000
shares of common stock equal to approximately $10,000 based on the market price
of the common stock at the time of issuance.


                                       18

<PAGE>

The Company also entered into an agreement with Knightsbridge Holdings, LLC
whereby Knightsbridge will assist the Company in a variety of areas including,
but not limited to financial, strategic and related developmental growth. The
agreement runs for a term of six (6) months, starting April 1, 2005, and will
continue on a month-to-month basis subject to a right to cancel upon thirty (30)
days written notice. The Company is obligated to pay Knightsbridge a monthly
retainer of $2,000.00 and also 4,441,000 shares of our common stock, which
amount represents 1.5% of the Company's issued and outstanding common stock on a
fully diluted basis. Knightsbridge is also entitled to additional compensation
in the future based upon any transactions that they bring to the Company.

Simultaneous with the execution of the SEDA, the Company executed a Promissory
Note in favor of Montgomery Equity Partners, Ltd. ("Montgomery") in the
principal amount of $600,000. The Company plans on using the proceeds of the
Note as bridge financing. The Note proceeds will be received by the Company in
two installments of $300,000. The first installment was due upon execution of
the Note and was paid and the second installment is to be received by the
Company two (2) days prior to the filing of the related registration statement.
The Note accrues interest at the rate of twenty-four (24%) percent per year and
matures one (1) year from its issuance date. For the first six (6) months, the
Company shall make payments of interest only. Thereafter, the Company shall make
payments of principal and interest as set forth in the Note. Notwithstanding the
foregoing, the first two (2) payments of interest are to be deducted from the
first installment payment and the second (2) months of interest are to be
deducted from the second installment payment. The Note is secured by a first
priority lien on all of the Company's assets. As further security for the
Company's obligations under the Note, the Company pledged 60,000,000 shares of
its common stock to Montgomery. In the Event of Default under the Note,
Montgomery shall have the right to receive the pledged shares at a rate equal to
three times the number of shares of the common stock to be necessary to
effectuate repayment of the principal and accrued interest due and outstanding,
from the pledged shares at the price per share equal to the closing bid price of
the Company's common stock, as quoted by Bloomberg, LP, on the date of issuance
of the Note.

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.

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.


NEW ACCOUNTING  PRONOUNCEMENTS

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

In May 2003, the Financial Account Standards Board issued Statement of Financial
Accounting Standards No. 150, "Accounting for Certain Financial Instruments with
Characteristics of Both Liabilities and Equity" (hereinafter "SFAS No. 150").
SFAS No. 150 establishes standards for classifying and measuring certain
financial instruments with characteristics of both liabilities and equity and
requires that those instruments be classified as liabilities in statements of
financial position. Previously, many of those


                                       19

<PAGE>
instruments were classified as equity. SFAS No. 150 is effective for financial
instruments entered into or modified after May 31, 2003 and otherwise is
effective at the beginning of the first interim period beginning after June 15,
2003. The company has determined that there was no impact from the adoption of
the statement.

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.

CRITICAL ACCOUNTING ESTIMATES

Our discussion and analysis of our financial condition and results of operations
is based upon our financial statements, which have been prepared in accordance
with accounting principals generally accepted in the United States. The
preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of any contingent assets and liabilities. On an
on-going basis, we evaluate our estimates. We base our estimates on various
assumptions that we believe to be reasonable under the circumstances, the
results of which form the basis for making judgments about carrying values of
assets and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates under different assumptions or
conditions.

We believe the following critical accounting policy affects our more significant
judgments and estimates used in the preparation of our financial statements:

Depreciation. Trust uses the double declining balance method.

Going Concern.

Trust has been in the exploration stage since inception and has not generated
any revenues from its planned operations, has recorded a loss of $291,184 for
the period ended March 31, 2005, and is in serious need of additional financing
to fully implement its planned exploration. These factors among others indicate
that Trust may be unable to continue as a going concern, particularly in the
event that it cannot obtain additional financing. The accompanying financial
statements do not include any adjustments relating to the recoverability of
recorded assets, or the amounts and classification of liabilities that might be
necessary in the event Trust cannot continue in existence.

                                       20

<PAGE>

                                  RISK FACTORS

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.

                         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. Accordingly, an investment
in the company is extremely speculative in nature and involves a high degree of
risk.

WE ARE A DEVELOPMENT STAGE COMPANY AND HAVE A LIMITED OPERATING
HISTORY

We are a development stage company and have a limited income history from the
licensing of our technology. While the company generated in excess of $700,000
in other income during 2004, 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.

OUR TECHNOLOGY, AND THE LAW GOVERNING SUCH TECHNOLOGY, IS SUBJECT TO
RAPID CHANGE

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

IF OUR APPLICATIONS FOR PENDING PATENTS ARE NOT GRANTED IT COULD
MATERIALLY AFFECT OUR BUSINESS


                                       21

<PAGE>

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

IF WE ARE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY, THIS COULD HAVE
A MATERIAL ADVERSE EFFECT ON THE COMPANY

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

LITIGATION TO ENFORCE OUR INTELLECTUAL PROPERTY RIGHTS CAN BE TIME-
CONSUMING AND COSTLY

In connection with our intellectual property, litigation may be necessary to
enforce and protect our intellectual property rights, or to determine the
validity and scope of the proprietary rights of others or to defend against
claims of infringement or invalidity. Any such litigation could take an extended
period of time to resolve and, even if the company is successful in the
litigation, result in significant costs and the diversion of resources that
could have a material adverse effect on our business, operating results or
financial condition. In addition, there is no assurance that the company would
be able to collect any damages should it receive a favorable judgment against an
infringer. We may also receive notice of claims of infringement of other
parties' proprietary rights. There can be no assurance that infringement or
invalid claims will not materially adversely affect our business, financial
condition or results of operations.

WE ARE SUBJECT TO INTENSE COMPETITION

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


                                       22

<PAGE>

WE ARE CONTROLLED BY OUR PRINCIPAL SHAREHOLDERS

At present, our principal shareholders own approximately 83% of the issued and
outstanding common stock and therefore have the ability to elect all of the
members of the Board of Directors of the company. As such, control of the
company will remain with the controlling shareholders who will continue to
formulate business decisions and policy.

DEVELOPING APPLICATION PROTOTYPES CAN BE TIME CONSUMING AND
COMPLICATED

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

WE DO NOT CARRY LIABILITY INSURANCE OR BUSINESS INTERRUPTION INSURANCE
We carry customary Director's & Officer's Insurance, but we do not carry general
liability insurance or business interruption insurance at this time. The company
intends to purchase such insurance after it either brings in a material amount
of additional revenue or after it raises additional capital. Consequently, if
any peril or event occurs that would subject the company to liability or
business interruption, we will not be insured for that loss. Such an event could
severely affect our ability to conduct our normal business operations and
adversely affect both our business operations and our revenue.

THE COMPANY NEEDS 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

Other than the SEDA , the company does 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 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. As discussed in the accompanying unaudited consolidated financial
statements, for the first quarter ending March 31, 2005, the company had no
revenues, a net loss of $291,184, cash used in operations of $177,049 a working
capital deficiency of $532,095, a stockholder's deficiency of $ 774,439, and an
accumulated deficit during the development stage of $848,810. If we are unable to
continue as a going concern, you may lose your entire investment.



                                       23

<PAGE>

THERE IS A LIMITED PUBLIC MARKET FOR OUR COMMON STOCK AND
STOCKHOLDERS MAY BE UNABLE TO LIQUIDATE THEIR SHARES

Our common stock is listed on the Over-the-Counter Bulletin Board, and there is
a limited volume of sales, thus providing a limited liquidity into the market
for our shares. As a result of the foregoing, stockholders may be unable to
liquidate their shares.

THE COMPANY IS RELIANT ON KEY PERSONNEL AND IF THE COMPANY LOSES ANY
OF ITS KEY EMPLOYEES, IT COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR
BUSINESS AND OPERATIONS

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

THE COMPANY MAY NOT BE ABLE TO MANAGE GROWTH EFFECTIVELY AND THE
COMPANY'S BUSINESS, RESULTS OF OPERATIONS AND FINANCIAL CONDITION COULD
BE ADVERSELY AFFECTED

The company's growth is expected to place a significant strain on the company's
managerial, operational and financial resources. There can be no assurance that
the company's systems, procedures or controls will be adequate to support the
Company's operations or that the company's management will be able to achieve
the rapid execution necessary to unsuccessfully implement its business plan. If
the company is unable to manage growth effectively, the company's business,
results of operations and financial condition will be adversely affected.

EVEN IF THERE IS A MARKET FOR OUR COMMON STOCK, OUR STOCK PRICE MAY BE
VOLATILE

Even if there is a market for our common stock, we anticipate that such market
would be subject to wide fluctuations in response to several factors, including,
but not limited to: (1) actual or anticipated variations in our results of
operations; (2) our ability or inability to generate new revenues; (3) our
ability or inability to attract additional investment; and (4) increased
competition. Our common stock is 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 common
stock 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 common stock.



                                       24

<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 common stock. 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
common stock.

OUR COMMON STOCK IS DEEMED TO BE "PENNY STOCK," WHICH MAY MAKE IT
MORE DIFFICULT FOR INVESTORS TO SELL THEIR SHARES DUE TO SUITABILITY
REQUIREMENTS

Our common stock is deemed to be "penny stock" as that term is defined in Rule
3a51-1 promulgated under the Securities Exchange Act of 1934. Penny stocks are
stocks: (a) With a price of less than $5.00 per share; (b) That are not traded
on a "recognized" national exchange; (c)Whose prices are not quoted on the
Nasdaq automated quotation system; (d) Nasdaq stocks that trade below $5.00 per
share are deemed a "penny stock" for purposes of Section 15(b)(6) of the
Exchange Act; (e) Iissuers with net tangible assets less than $2.0 million (if
the issuer has been in continuous operation for at least three years) or $5.0
million (if in continuous operation for less than three years), or with average
revenues of less than $6.0 million for the last three years.

Broker/dealers dealing in penny stocks are required to provide potential
investors with a document disclosing the risks of penny stocks. Moreover,
broker/dealers are required to determine whether an investment in a penny stock
is a suitable investment for a prospective investor. These requirements may
reduce the potential market for our common stock by reducing the number of
potential investors. This may make it more difficult for investors in our common
stock to sell shares to third parties or to otherwise dispose of them. This
could cause our stock price to decline.

ITEM 3 CONTROLS AND PROCEDURES.   See attached Certifications.

We maintain disclosure controls and procedures designed to ensure that
information required to be disclosed in reports filed under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the specified time periods. As of the end of the period covered
by this Report, our Chief Executive Officer and Acting Chief Financial Officer
evaluated the effectiveness of our disclosure controls and procedures and
internal control over financial reporting. Based on the evaluation, which
disclosed no significant deficiencies or material weaknesses, our Chief
Executive Officer and Acting Chief Financial Officer concluded that our
disclosure controls and procedures and internal controls over financial
reporting have been designed and are being operated in a manner that provides
reasonable assurance that the information required to be disclosed by us in
reports filed under the Securities Exchange Act of 1934, as amended, is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms. A system of controls, no matter how well designed
and operated, cannot provide absolute assurance that the objectives of the
systems of controls are met, and no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any, within a
company have been detected. There were no changes in our disclosure controls and
procedures or internal


                                       25

<PAGE>
control over financial reporting that occurred during the quarter covered by
this Report that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.


                                       26

<PAGE>
                                     PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings

Not Applicable

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

(a) As consideration for the merger between Trust Licensing Inc. and New
Mountaintop Corp., the registrant issued 270,072,000 shares (the "Shares") of
its common stock, par value $.0001 per share, representing approximately 93% of
the issued and outstanding shares of the registrant (after giving effect to the
1:10 reverse stock split having a record date prior to the issuance of Shares).
The information has already been included in a Current Report on Form 8-k filed
on August 25, 2004.

(b)      As part of the merger, the registrant redeemed 2,000,000 (post-split) shares of its common stock
from


Period        (a) Total        (b) Average Price        (c) Total Number of Shares          (d) Maximum
              number of        Paid per share           Purchased as Part of Publicly       Number of
              shares                                    Announced Plans or                  Shares that may
              purchased                                 Programs                            be Purchased
                                                                                            Under the Plans
                                                                                            or Programs
------------- ---------------  ------------------------ ----------------------------------- ----------------------
07/01 -       0                0                        0                                   0
07/31
------------- ---------------  ------------------------ ----------------------------------- ----------------------
08/01 -       2,000,000        $135,000                 2,000,000                           0
08/31                          2,000,000
                               = $0.0675
------------- ---------------  ------------------------ ----------------------------------- ----------------------
09/01         0                                         0                                   0
09/30
------------- ---------------  ------------------------ ----------------------------------- ----------------------
TOTAL         2,000,000                                 2,000,000                           0
------------- ---------------  ------------------------ ----------------------------------- ----------------------

Footnotes:

               1) The merger plan was announced and executed on August 24, 2004.

               2) An amount of  $135,000  was  approved  for the  repurchase  of
               2,000,000 shares on August 23, 2004,  payable to Marc Golden, the
               sole director and former principal shareholder of New Mountaintop
               Corp.


                                                         27

<PAGE>

         (c) As part of the financing transaction with Cornell, the company
issued shares as follows:



Period                (a) Total        (b) Average Price        (c) Total Number of Shares          (d) Maximum
                      number of        Paid per share           Purchased as Part of Publicly       Number of
                      shares                                    Announced Plans or                  Shares that may
                      purchased                                 Programs                            be Purchased
                                                                                                    Under the Plans
                                                                                                    or Programs

Cornell Capital,      1,900,000        0.0001                   -                                   1,900,000(1)
L.P. (4-14-2005)

Knightsbridge         4,441,000        0.0001                   -                                   4,441,000
Holdings, LLC
(4-14-2005)

Monitor Capital,        200,000        0.0001                   -                                     200,000
Inc. (4-14-2005)

Cornell Capital,
L.P. (4-14-2005)       200,000(2)      0.0001                   -                                      200,000


TOTAL                6,741,000         0.0001                   -                                    6,741,000


         Footnote:

         (1) An additional 1,900,000 shares are to be issued upon receipt of the
second installment under the Montgomery Note.

         (2) Warrant issued in connection with the Standby Equity Distribution
Agreement with Cornell.


                                                         28

<PAGE>

Item 3.   Defaults Upon Senior Securities.

             Not Applicable

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

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.

Voting Securities of the Company

As of May 13, 2005 there were 298,607,663 shares of the Company's Common Stock
issued and  outstanding, (which does not include 62,000,000 treasury shares).
Each share of Common Stock entitles the holder thereof to one vote on each
matter that may come before a meeting of the stockholders.

Item 5     Other Information

Not Applicable.

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

Form 8-K filed with the Securities and Exchange Commission on August 25, 2004.

Form 8-K filed with the Securities and Exchange Commission on October 12, 2004

Form 8-K/A filed with the Securities and Exchange Commission on October 22,
2004.



                                       29

<PAGE>

Form 8-K/A filed with the Securities and Exchange Commission on November 8,
2004.

Form 8-K filed with the Securities and Exchange Commission on March 14, 2005.

Form 8-K filed with the Securities and Exchange Commission on April 18, 2005.

Form 8-K filed with the Securities and Exchange Commission on April 29, 2005.



                                       30

<PAGE>

</TABLE>




                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                              Trust Licensing, Inc.

                              By: /s/  Jeffrey W. Sass, CEO

Dated:  May 16,  2005


                              By: /s/  Jay Howard Linn, Acting CFO

Dated: May 16, 2005




                                       31