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

                                   ----------
                                   FORM 10-QSB
                                   ----------

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

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2005

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

      For the Transition Period From           to

                        Commission File Number 000-18689

                                   ----------

                       CONNECTED MEDIA TECHNOLOGIES, INC.
             (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)

                              TRUST LICENSING, INC.
                              ---------------------
          (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.  300,507,663 shares of common
stock and were outstanding as of August 5, 2005.

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

<PAGE>

                       CONNECTED MEDIA TECHNOLOGIES, INC.
                                   FORM 10Q-SB
                  FOR THE QUARTERLY PERIOD ENDING JUNE 30, 2005


Part I.   FINANCIAL INFORMATION

Item 1.       Consolidated Financial Statements

              Consolidated Balance Sheets (Unaudited)

              Consolidated Statements of Operations (Unaudited)

              Consolidated Statements of Cash Flows (Unaudited)

              Notes to Unaudited Consolidated Financial Statements

Item 2.       Management's Discussion and Analysis and Results of Operations

Item 3.       Controls and Procedures.


Part II.  OTHER INFORMATION


Item 1.       Legal Proceedings

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

Item 3.       Defaults Upon Senior Securities

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

Item 5.       Other Information

Item 6.       Exhibits and Reports of Form 8-K

              Signatures

<PAGE>

Part I.           Financial Statements
Item 1.           Financial Statements

                Connected Media Technologies, Inc. and Subsidiary
                          (A Development Stage Company)
                           Consolidated Balance Sheet
                                  June 30, 2005
                                   (Unaudited)

                                     ASSETS



Current assets:

      Cash and equivalents                                          $   191,746
      Prepaid Expenses                                                   19,262
                                                                    -----------
Total current assets                                                    211,008
                                                                    -----------
Office Equipment, net of $ 20,254 accumulated depreciation               14,571
                                                                    -----------
Total assets                                                        $   225,579
                                                                    ===========
Current liabilities:
      Accounts payable                                              $    28,486
      Accounts payable - related party                                   93,998
      Accrued expenses                                                   25,645
      Accrued compensation - officers                                   173,745
      Accrued payroll taxes payable                                      35,160
      Accrued interest payable - related party                            6,693
      Accrued interest payable                                            4,750
      Note payable - related party                                      202,000
      Note payable                                                      600,000
                                                                    -----------
Total current liabilities                                             1,170,477
                                                                    -----------
Long Term Liabilities
      Line of credit                                                    248,375
                                                                    -----------
Total Liabilities                                                     1,418,852
                                                                    -----------
Commitments and contingencies - see Note 9

Stockholders' Deficiency:
      Preferred stock, $ 0.0001 par value; 10,000,000 shares
         authorized, none issued and outstanding                             --
      Common stock, $ 0.0001 par value; 750,000,000 shares
         authorized, 362,507,663 shares issued 300,507,663
         outstanding                                                     30,451
      Additional Paid-in Capital                                        322,292
      Deficit accumulated during the development stage               (1,287,865)
                                                                    -----------
                                                                       (935,122)

      Less:  Deferred equity line commitment fee                       (185,734)
      Less:  Deferred compensation                                       (3,761)
      Less:  Deferred consulting                                        (68,456)
      Less:  Treasury stock (2,000,000 shares at cost)                     (200)
                                                                    -----------
Total Stockholders' Deficiency                                       (1,193,273)
                                                                    -----------
Total liabilities and Stockholders' Deficiency                      $   225,579
                                                                    ===========

    [See accompanying notes to unaudited consolidated financial statements.]

<PAGE>

                Connected Media Technologies, Inc. and Subsidiary
                          (A Development Stage Company)
                      Consolidated Statement of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                                                For the Period
                                                                                                                      From
                                                    Three Months Ended               Six Months Ended            July 19, 2001
                                                         June 30,                         June 30,              (Inception) to
                                               ----------------------------      ----------------------------   ---------------
                                                  2005             2004             2005             2004         June 30, 2005
                                               -----------      -----------      -----------      -----------   ---------------
<S>                                            <C>              <C>              <C>              <C>             <C>
Revenue                                        $      --        $      --        $      --        $     --        $      --
Operating expenses:
      Payroll, contract services and stock
         based compensation                        157,008           46,783          306,609           57,629          676,152
      Professional fees                            128,967          148,130          192,652          148,130          670,385
      Research and development                      10,142             --             22,265             --             52,459
      Rent                                           6,992            5,744           13,817            7,295           33,072
      Depreciation                                  (1,110)           2,143            3,507            4,285           26,112
      Cost of recapitalization                        --               --               --               --            197,217
      Equity line commitment fee expense            19,531             --             19,531             --             19,531
      General and administrative                    89,940           13,909          139,164           20,380          220,145
      Impairment loss                                 --               --               --              1,287           61,265
                                               -----------      -----------      -----------      -----------      -----------
Total Operating Expenses                           411,470          216,709          697,545          239,006        1,956,338
                                               -----------      -----------      -----------      -----------      -----------

Loss from Operations                              (411,470)        (216,709)        (697,545)        (239,006)      (1,956,338)

Other Income (Expense)
Other income                                          --            700,000             --            700,000          705,000
Interest expense                                   (27,585)            --            (32,694)            --            (36,527)
                                               -----------      -----------      -----------      -----------      -----------
Total Other Income (Expense), net                  (27,585)         700,000          (32,694)         700,000          668,473
                                               -----------      -----------      -----------      -----------      -----------
Net Income (Loss)                              $  (439,055)     $   483,291      $  (730,239)     $   460,994      $(1,287,865)
                                               ===========      ===========      ===========      ===========      ===========
Net Income (Loss) Per Share -
      Basic and Diluted                        $     (0.00)     $      0.00      $     (0.00)     $      0.00      $     (0.00)
                                               ===========      ===========      ===========      ===========      ===========
Weighted average shares outstanding during
   the period:
      Basic and Diluted                        298,860,952      270,072,000      295,482,578      270,072,000      275,229,161
                                               ===========      ===========      ===========      ===========      ===========
</TABLE>

    [See accompanying notes to unaudited consolidated financial statements.]

<PAGE>

                Connected Media Technologies, Inc. and Subsidiary
                          (A Development Stage Company)
                      Consolidated Statement of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                    For the Period
                                                           Six Months Ended              From
                                                                June 30,            July 19, 2001
                                                       --------------------------   (Inception) to
                                                           2005            2004     June 30, 2005
                                                       -----------    -----------   -------------
<S>                                                    <C>            <C>            <C>
Cash Flows From Operating Activities
Net income (loss)                                      $  (730,239)   $   460,994    $(1,287,865)
Adjustments  to reconcile  net income  (loss)
to net cash  provided by (Used in) operations:
      Depreciation                                           3,507          4,285         26,112
      Stock options issued for services                        836           --              836
      Stock issued for services                              6,000           --           56,000
      Recognition of stock based compensation for
         prior employee stock option grant                  15,864           --           15,864
      Recognition of equity line commitment fee
         expense                                            19,531           --           19,531
      Recognition of deferred compensation                     342           --              342
      Recognition of deferred consulting                    66,615           --           66,615
      Impairment loss - patent and trademark                  --            1,287         61,265

Changes in operating assets and liabilities:
(Increase) Decrease
           Prepaid expenses                                (19,262)          --          (19,262)
(Increase) Decrease
      Accounts payable                                       2,340       (137,402)        28,486
      Accounts payable - related party                      46,299           --           93,998
      Accrued expenses                                      15,000           --           35,160
      Accrued compensation - officers                       69,644           --           25,645
      Accrued payroll taxes payable                         17,884         15,121        173,745
      Accrued interest payable - related party               4,130           --            5,400
      Accrued interest payable                               3,480           --            6,043
                                                       -----------    -----------    -----------
Net Cash Provided By (Used in) Operating Activities    $  (478,029)   $   344,285    $  (692,085)
                                                       -----------    -----------    -----------
Cash Flows From Investing Activities
      Purchase of equipment                                 (8,216)        (8,794)       (40,684)
      Patent and trademark cost disbursements                 --           (1,287)       (61,265)
      Advance to related party                                --          (20,000)       (20,000)
      Loan repayment from related party                     20,000           --           20,000
      Cash acquired in recapitalization                       --             --              405
                                                       -----------    -----------    -----------
Net Cash Provided By (Used In) Investing Activities    $    11,785    $   (30,081)   $  (101,544)
                                                       -----------    -----------    -----------
Cash Flows From Financing Activities
      Proceeds from issuance of common stock                  --             --           20,000
      Proceeds from promissory notes                       600,000           --          600,000
      Equity line commitment fee disbursement              (85,000)          --          (85,000)
      Proceeds from related party notes                     42,000           --          232,000
      Payments on related party notes                      (30,000)      (156,000)       (30,000)
      Proceeds from line of credit                          97,000           --          248,375
      Proceeds from related party loans                       --             --          266,000
      Repayments of related party loans                       --             --         (266,000)
                                                       -----------    -----------    -----------
Net Cash Provided By (Used In) Financing Activities    $   624,000    $  (156,000)   $   985,375
                                                       -----------    -----------    -----------

Net Increase (Decrease) In Cash                        $   157,755    $   158,204    $   191,746

Cash at Beginning of Period                            $    33,991    $     5,880    $      --
                                                       -----------    -----------    -----------
Cash at End of Period                                  $   191,746    $   164,084    $   191,746
                                                       ===========    ===========    ===========
Supplemental disclosure of cash flow information:
      Cash paid for interest                           $      --      $      --      $      --
      Cash paid for taxes                              $      --      $      --      $      --
</TABLE>

    [See accompanying notes to unaudited consolidated financial statements.]

<PAGE>

              Notes to Unaudited Consolidated 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.)  In  connection  with the
reverse merger, NMC changed its name to Trust Licensing, Inc.

Subsequently,  effective March 28, 2005, the company  received by assignment,  a
zero cost (in an  unrelated  transaction),  all of the  issued  and  outstanding
shares of Connected  Media,  Inc., an inactive  California  corporation  with no
assets or  liabilities.  The California  corporation  had been formed by a third
party  in  anticipation  of a  transaction  with the  company  which  was  never
consummated.  The  company  received  this  assignment  in  connection  with the
decision to change its corporate  name.  There was no accounting  effect to this
transaction.  On May 18,  2005,  the  parent  corporation  changed  its  name to
Connected Media Technologies, Inc.

Currently,   the  consolidated  company  consists  of  the  parent  corporation,
Connected Media Technologies, Inc., its wholly-owned subsidiary Trust Licensing,
Inc., a Florida corporation,  and the wholly-owned inactive subsidiary Connected
Media, Inc., a California corporation. For purposes of clarity, the consolidated
entity consisting of the parent and the wholly-owned  subsidiaries 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)  and has been  notified  by the  United  States  Patent  and
Trademark  Office that it intends to award the company a second patent  entitled
"A Media Validation System." The company intends to license various technologies
pursuant to the #534 Patent and the second

<PAGE>

patent,  when issued.  In addition to direct licensing  royalty  arrangements it
intends to enter into,  the company has also  enforced its rights  pertaining to
the #534 Patent, and may do so with other patents that are issued to it.

Activities  during  the  development  stage  include  acquisition  of  debt  and
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 Connected Media
Technologies,  Inc. (f/k/a Trust Licensing,  Inc.), a Delaware corporation,  and
its wholly owned subsidiaries:  (a) Trust Licensing, Inc., a Florida corporation
(successor-by-merger to Trust Licensing, LLC); and (b) Connected Media, Inc., an
inactive  California  corporation.  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 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 June 30, 2005 and
2004,  and for the period from July 19, 2001  (inception)  to June 30, 2005, the
company  recognized an impairment  loss of $ 0, $ 0, 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 collectibility is reasonably assured.
The policies set forth below 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 and six months ended June 30, 2005 or 2004 or for
the period from July 19, 2001 (inception) to June 30, 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 and six months ended June 30, 2005
or 2004, or for the period from July 19, 2001 (inception) to June 30, 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 and six months ended June 30, 2005 or 2004, and
$705,000 of "other income" for the period from July 19, 2001 (inception) to June
30, 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 related to the # 534 Patent (See Note 9 (A)).

<PAGE>

(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 June 30, 2005
there were 2,500,000 options outstanding ("Issued Options") and 200,000 warrants
outstanding  ("Issued  Warrants") that could potentially  dilute future earnings
per share (See Note 7(D)). For the period from July 19, 2001 (inception) to June
30, 2005, the 2,500,000  Issued Options and 200,000 Issued Warrants  represented
the only common share equivalents which could potentially dilute future earnings
per share. The effect of these common stock  equivalents is anti-dilutive  since
the company reflects a net loss.

(F) Stock Based Compensation

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

In  December  2004,  the FASB issued SFAS No. 123 ("SFAS  123")  (revised  2004)
"Share-Based  Payment"  (SFAS  123R").  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  January 1, 2006. At
June 30, 2005, the company has adopted the provisions of SFAS No. 123R.

See Note 7 for valuations pursuant to SFAS 123R.

(G) Research and Development Costs

Pursuant  to  SFAS  No.  2,  "Research  and   Development   Costs"  ("SFAS  2"),
disbursements are expensed as incurred.  Research and development  expense was $
10,142 for the three  months ended June 30, 2005, $ 0 for the three months ended
June 30,  2004,  and $ 52,459 for the period from July 19, 2001  (inception)  to
June 30, 2005.

Note 3   Patents

Prior to the  formation of TLLLC (July 19,  2001),  the current  Chairman of the
company,  who is also the primary  beneficiary  of Irrevocable  Trust  Agreement
Number I ("Trust  I") (see below) and  Irrevocable  Trust  Agreement  Number III
("Trust III") (see below), had created,  maintained and enhanced the #534 Patent
and several patent  applications.  Pursuant to Staff  Accounting  Bulletin Topic
5(G), "Transfers of Nonmonetary Assets by Promoters or Shareholders", the patent
and  several  patent  applications  were  contributed  to the  company  at their
historical cost basis of $0 as determined  under generally  accepted  accounting
principles.

On  August  13,   2001,   the  `534  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

<PAGE>

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                          $  --
      Six months ended June 30, 2005                        $  --
                                                            -------
      Total impairment loss                                 $61,265
                                                            =======

Note 4   Loans Receivable and Payable, Related Parties

      Prior to the reverse merger TLLLC was owned by Trust III,  TLLLC's Founder
(who is also the  company's  Chairman),  the company's  current Chief  Executive
Officer,  and the company's  current  Executive  Vice  President.  As previously
noted, the primary beneficiary of Trust III is the company's Founder.  From July
19, 2001 (Inception) up until time of the August 2004 reverse merger  (described
in Note 2), Trust III and a separate  Trust  directly  related to the  company's
Chairman advanced working capital to TLLLC. Total advances were as follows:

      July 19, 2001 (inception) to December 31, 2001              $ 20,000
      Year ended December 31, 2002                                $107,000
      Year ended December 31, 2003                                $ 29,000
      Year ended December 31, 2004                                $110,000
                                                                  --------
      Total pre-reverse merger advances from
      trusts directly related to the company's Chairman           $266,000
                                                                  ========

All $266,000 of these advances were repaid in full on June 7, 2004 (See Note 8).

Note that  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.

$20,000  was  advanced  by the  company to Trust III on June 7,  2004.  The full
$20,000 was repaid to the company on February 22, 2005 (See Note 8).

All advances to and from the entities mentioned above were non-interest bearing,
unsecured and due on demand.

Note 5  Notes 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
an original 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 Note  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.  On May 16,  2005,  the  maturity  date of this  note  was
extended to  December 9, 2005  pursuant  to a Loan  Extension  Agreement  by and
between  the  company  and  Trust  III  dated  May  16,  2005  ("Loan  Extension
Agreement");  the extension provides for the same terms currently in force under
the original debt agreement.  At June 30, 2005,  $165,000  remains  outstanding.
Related accrued interest payable was $5,605.

On October 8, 2004,  TLI issued a note  payable  for $25,000 to Trust III for an
original  term of nine  months  bearing  interest  at the annual rate of 4%. The
borrowing was  unsecured.  The company used

<PAGE>

these funds in  connection  with its general  operations.  On May 16, 2005,  the
maturity date of this note was extended to December 9, 2005 pursuant to the Loan
Extension  Agreement;  the  extension  provides for the same terms  currently in
force under the  original  debt  agreement.  At June 30, 2005,  $25,000  remains
outstanding. Related accrued interest payable was $ 726.

On March 9, 2005 the company entered into a line of credit arrangement to borrow
up to an  additional  $55,000  from Trust III.  This  borrowing  was  originally
secured,  but the security  interest was  terminated via  Termination  Agreement
dated  March  21,  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 was  originally  payable at the  earlier of the  company  receiving  a
bridge loan or equity  investment  that nets proceeds to the company of at least
$300,000,  or December 9, 2005. On May 16, 2005,  the maturity date of this note
was extended to December 9, 2005 pursuant to the Loan Extension  Agreement;  the
extension provides for the same terms currently in force under the original debt
agreement.  The  company  had drawn down a total of  $42,000 of this  amount and
subsequently  repaid $30,000 to Trust III in June 2005. The repayment of $30,000
specifically  related to the March 9, 2005 borrowing.  Related accrued  interest
payable at June 30, 2005 was $ 362.

Total Notes Payable, Related Party aggregated $202,000 at June 30, 2005. At June
30, 2005,  the company had Accrued  Interest  Payable,  Related Party for $6,693
(See Note 8).

Note 6   Line of Credit and Promissory Note

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 due Trust III. The credit line is  guaranteed  by
Trust III and secured by a  Certificate  of Deposit owned by the Chairman of the
company.  As previously noted, the company's Chairman is the primary beneficiary
of Trust III. At June 30, 2005,  the company  reflected a long term liability of
$248,375 and related accrued interest payable of $1,591.

On April 11, 2005, the company executed a Promissory Note in favor of Montgomery
Equity  Partners,  Ltd.  ("Montgomery")  in the  principal  amount  of  $600,000
("Montgomery  Note").  The company plans on using the proceeds of the Montgomery
Note as bridge  financing.  The  proceeds  were  received  by the company in two
installments.  The first  installment of $227,250 (net of related  expenses) was
received  shortly  after  execution  of  the  Montgomery  Note  and  the  second
installment of $254,250 (net of related expenses) was received by the company in
early June 2005, approximately two (2) days prior to the company's filing of its
pending SB-2.  The Montgomery  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 is required to make payments of interest only.
Thereafter,  the company is required to make payments of principal and interest.
Notwithstanding  the  foregoing,  the first two (2)  payments of  interest  were
deducted  from the  first  installment  payment  and the  second  (2)  months of
interest were deducted from the second installment  payment. The Montgomery 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.  These shares currently are
in escrow.  The pledged  collateral  shares are not considered  outstanding  for
purposes of  computing  basic and diluted  earnings  per share.  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. At June 30, 2005, the entire $600,000 remained
outstanding along with related accrued interest payable of $3,189.

As discussed above,  the company received  aggregate gross proceeds of $600,000.
In connection  with theses debt  issuances,  $85,000 was deducted from the gross
proceeds  and paid in order to allow the  company  future  access to the Standby
Equity Distribution  Agreement ("SEDA").  The SEDA is not

<PAGE>

currently  available  to the company  for any draw  downs.  The $85,000 is being
deferred and amortized over the life of the SEDA which is twenty-four months. At
June 30, 2005, the company had recognized and charged to operations  $19,531 for
equity line commitments fee expense.  The remaining $185,734 is accounted for as
a contra equity account titled  deferred  equity line  commitment  fee. See Note
7(A) for total equity line commitment fees paid and expensed.

Other fees taken from the $600,000 in gross proceeds include $24,000 relating to
prepaid   interest   and  $9,500  for   consulting   and  related  fees  due  to
Knightsbridge. (See Note 7.)

Net proceeds of $ 481,500 was calculated as follows:

      Gross proceeds                                        $ 600,000
      Less: deferred equity line commitment fee             $ (85,000)
      Less: prepaid interest                                $ (24,000)
      Less: consulting fees                                 $ ( 9,500)
                                                            ---------
      Net proceeds                                          $ 481,500

In connection with obtaining the debt funding, the company paid 3,800,000 shares
and 200,000 warrants to affiliates of the lender. These stock based payments are
components of the recorded deferred equity line commitment fee. (See Note 7.)

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 had been no
recent cash  offerings  in which to base the fair value per share.  In addition,
the stock was not publicly traded until December 31, 2004.

On April 11,  2005,  the  company  entered  into a Standby  Equity  Distribution
Agreement ("SEDA") with Cornel Capital Partners,  L.P. ("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 common shares which where issued in
two installments of 1,900,000  shares each,  coinciding  approximately  with the
company's receipt of the Montgomery Note proceeds installments. 1,900,000 shares
were issued on April 11, 2005 and the remaining 1,900,000 shares were issued May
11, 2005.  The 3,800,000  shares were valued based on the closing quoted trading
price of $0.03 (April 11, 2005) and $0.031 (May 11, 2005).  The  aggregate  fair
value was  $115,900.  The fair value of  commitment  shares will be treated as a
deferred equity line commitment fee to be amortized over the life of the SEDA.

Pursuant to the SEDA,  on April 11,  2005  Cornell was also issued a warrant for
200,000 shares of the company's  common stock ("Cornell  Warrant").  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.  The value of the  warrants
will be treated as a deferred  equity line  commitment  fee to be amortized over
the life of the SEDA.  Pursuant to SFAS 123R,  the company valued these warrants
at $4,365. See assumptions below in 7(D).

<PAGE>

The total equity line commitment fee of $205,264 was calculated as follows:

       Cash portion of equity line commitment fee:
            (See Note 6.)                                   $ 85,000
       Shares and warrants issued for equity line
            commitment fee (See above.)                     $120,265
       Equity line commitment fee recognized                $(19,531)
       Deferred equity line commitment fee                  $185,734

Further, on April 11, 2005, the company entered into a 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 and  issued  Knightsbridge
4,441,000  shares  of  the  company's  common  stock  ("Knightsbridge  Shares").
Knightsbridge  is also entitled to additional  compensation  in the future based
upon any  transactions  that they bring to the company.  At June 30,  2005,  the
company  had  recorded  the fair value of the stock  issued  based on the quoted
closing trading price of $0.03 per share aggregating  $133,230.  The $133,230 is
being  amortized  over a period of six months as  discussed  in the terms of the
agreement.  The company  recognized  and charged to the  statement of operations
$66,615 of related consulting expense for services rendered for the three months
ended June 30, 2005. The remaining  $66,615 is accounted for as a component of a
contra equity account titled deferred consulting. (See Note 6.)

The company also issued stock options to a consultant with a deferred portion of
$1,841 at June 30, 2005. (See Note 7.)

Total deferred consulting at June 30, 2005 was $68,456.

On April 11,  2005,  in  connection  with the SEDA,  the Company  entered into a
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")  reflecting the
placement  fee. At June 30, 2005, the company had recorded the fair value of the
stock  issued  based on the  quoted  closing  trading  price  of $.02 per  share
aggregating $6,000. Since there was no access to the SEDA, and no current equity
financing  to offset  this  offering  cost,  the entire  $6,000 is expensed as a
placement   agent  fee.  The  entire  $6,000  is  a  component  of  general  and
administrative expenses.

      A summary of the share issuances for the company is below:

      Shares issued and outstanding, December 31, 2004:            292,066,663
      Treasury shares, December 31, 2004                             2,000,000

      Issuances for the six month period ending June 30, 2005:

      Cornell Capital Partners, L.P., April 11, 2005                 1,900,000
      Knightsbridge Holdings, LLC, April 11, 2005                    4,441,000
      Monitor Capital, Inc., April 11, 2005                            200,000
      Treasury shares (security for Montgomery Note),
       April 11, 2005                                               60,000,000
      Cornell Capital Partners, L.P., June 2, 2005                   1,900,000
                                                                   -----------

      Shares issued and outstanding, June 30, 2005                 300,507,663
                                                                   ===========

      Treasury shares, June 30, 2005                                62,000,000
                                                                   ===========

      Total shares issued, June 30, 2005                           362,507,663
                                                                   ===========

(B) Recapitalization

      On August 24, 2004 (the "recapitalization date"), TLLLC was acquired by an
inactive  publicly  held  Delaware  corporation  (then  NMC)  in  a  transaction
accounted for as a reverse triangular merger and

<PAGE>

recapitalization. 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  publicly  held  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 are currently held in the company's
treasury.  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  recapitalization.  There have been no additional  charges for
recapitalization since that time.

      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 consisted 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

      Effective September 15, 2004, the parent corporation changed its name from
New Mountaintop Corporation to Trust Licensing, Inc. Effective May 18, 2005, the
parent  corporation  changed its name from Trust  Licensing,  Inc. to  Connected
Media Technologies, Inc.

(D) Common Stock Options and Warrants Issued for Services

The company  follows fair value  accounting  and the related  provisions of SFAS
123R for all  share  based  payment  awards.  The fair  value of each  option or
warrant granted is estimated on the date of grant using the Black-Scholes option
pricing  model.  The  following  is a summary of all stock  options and warrants
granted to employees and non-employees since the company's inception, all awards
occurred in 2005:

(i)   Stock options granted to employees

      a.    Employee award: 2,000,000 stock options (Non-Executive Employee)

            i.    On February  14, 2005,  the Company  granted  2,000,000  stock
                  options to an employee for past services rendered.  The option
                  grant was valued pursuant to SFAS 123R and totaled $40,000.

            In  connection  with the  provisions  of SFAS 123R as they relate to
            graded  vesting,  the  Company  recognized  compensation  expense of
            $11,898  and  $15,864  for the three and six  months  ended June 30,
            2005,  respectively.  The  compensation  expense was offset directly
            with a  corresponding  credit to  additional  paid in  capital.  The
            remaining  $24,136 will be recognized as the options vest.  There is
            no  deferred  portion of equity  recorded  in  connection  with this
            computation.

<PAGE>

            ii.   The weighted  average  assumptions  used by management were as
                  follows:

                  Stock price on grant date                $0.02
                  Exercise price on grant date             $0.02
                  Dividend yield                              0%
                  Expected volatility                    306.50%
                  Risk free interest rate                  4.08%
                  Expected life of option               10 years

            iii.  The stock option award is exercisable  as the vesting  occurs.
                  The following represents the vesting of the award:

                  34% of the options  granted  vest on the vesting  commencement
                  date, which is August 26, 2005.

                  2.75%  of the  options  granted  vest on the  last day of each
                  successive calendar month.

                  At June 30, 2005, no stock options are  exercisable  since the
                  vesting provisions have not yet been met.

            iv.   These  stock  options  are issued  pursuant  to the  Company's
                  Equity Incentive Plan.

      b.    Employee award - 300,000 stock options (Director)

            i.    On May 23, 2005, the Company  granted 300,000 stock options to
                  an employee for future  services to be  rendered.  The term of
                  services is from May 23, 2005 through May 23, 2006. The option
                  grant was valued pursuant to SFAS 123R and totaled $4,103.

            The Company recognized compensation expense of $342 and $342 for the
            three  and  six  months  ended  June  30,  2005,  respectively.  The
            remaining  $3,761 is accounted for as a contra equity account titled
            deferred compensation.

            ii.   The weighted  average  assumptions  used by management were as
                  follows:

                  Stock price on grant date                $0.04
                  Exercise price on grant date             $0.04
                  Dividend yield                              0%
                  Expected volatility                     44.83%
                  Risk free interest rate                  3.73%
                  Expected life of option                3 years

            iii.  The stock option award is exercisable  as the vesting  occurs.
                  The following represents the vesting of the award:

                  100% of the options  granted vest on the vesting  commencement
                  date, which is May 23, 2006.

                  At June 30, 2005, no stock options are  exercisable  since the
                  vesting provisions have not yet been met.

            iv.   These  stock  options  are issued  pursuant  to the  Company's
                  Equity Incentive Plan.

(ii)  Stock options and warrants granted to non-employees

      a.    Consultant award - 200,000 stock options

<PAGE>

            i.    On June 1, 2005, the Company  granted 200,000 stock options to
                  a consultant for future  services to be rendered.  The term of
                  services is from June 1, 2005 through June 1, 2006. The option
                  grant was valued pursuant to SFAS 123R and totaled $2,677.

                  Pursuant  to  the  terms  of  the  option   agreement,   since
                  one-fourth  of the stock  options  granted  vest  immediately,
                  one-fourth  or $669 is  expensed  immediately.  The  remaining
                  three-fourths or $2,008 is expensed  pro-rata over the service
                  period. The Company recognized  consulting expense of $836 and
                  $836  for the  three  and six  months  ended  June  30,  2005,
                  respectively.  The  remaining  $1,841  is  accounted  for as a
                  contra equity account titled deferred consulting.

                  Total  deferred  consulting  at June 30, 2005 is summarized in
                  Note 6.

            ii.   The weighted  average  assumptions  used by management were as
                  follows:

                  Stock price on grant date                $0.04
                  Exercise price on grant date             $0.05
                  Dividend yield                              0%
                  Expected volatility                     43.95%
                  Risk free interest rate                  3.55%
                  Expected life of option                3 years

            iii.  The stock option award is exercisable  as the vesting  occurs.
                  The following represents the vesting of the award:

                  50,000 stock options vest immediately on June 1, 2005.

                  The   remaining   150,000   stock   options  vest  and  become
                  exercisable on June 1, 2006.

                  At June 30, 2005,  50,000 stock options are exercisable  since
                  the vesting provisions had been met.

            iv.   These  stock  options  are issued  pursuant  to the  Company's
                  Equity Incentive Plan.

      b.    SEDA fee - 200,000 stock warrants

            i.    On April 11, 2005, the Company  granted 200,000 stock warrants
                  to the lender as a commitment for obtaining SEDA (See Note 6).
                  The  warrant  issuance  was valued  pursuant  to SFAS 123R and
                  totaled $4,365.

                  Pursuant  to the terms of the warrant  agreement,  the Company
                  has two years in which to exercise the warrants.  The warrants
                  are considered  fully vested and all warrants are  immediately
                  exercisable. However, since the warrants are a stock based fee
                  in connection with obtaining the SEDA, the $4,365 is allocated
                  to a contra equity  account,  deferred  equity line commitment
                  fee, and amortized over the two-year life of the SEDA.

<PAGE>

            Total gross deferred equity line commitment fee is as follows:

            Note 7(A)                 $115,900
            Note 6                    $ 85,000
            Per above                 $  4,365
                                      --------
            Total                     $205,265
                                      ========

            During the three and six months  ended June 30,  2005,  the  Company
            recognized equity line commitment fee expense of $19,531.

            ii.   The weighted  average  assumptions  used by management were as
                  follows:

                  Stock price on grant date              $0.03
                  Exercise price on grant date           $0.01
                  Dividend yield                            0%
                  Expected volatility                   55.59%
                  Risk free interest rate                3.91%
                  Expected life of warrant             2 years

                  200,000 stock warrants vest immediately on April 11, 2005.

                  At June 30, 2005, 200,000 stock warrants are exercisable since
                  the vesting provisions had been met.

      The  following  tables  summarize  all stock option and warrant  grants to
      employees  and  non-employees  as of June 30, 2005,  December 31, 2004 and
      December 31, 2003 and changes during these periods.

      A  summary  of the  options  granted  to  employees  as of June 30,  2005,
      December 31, 2004 and December 31, 2003 and changes  during these  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                                      2,300,000         $0.018
      Exercised                                         --           $   --
      Forfeited                                         --           $   --
                                                   ---------         ------
      Balance at June 30, 2005                     2,300,000         $0.018
                                                   =========         ======
      Options exercisable at June 30, 2005                --         $   --
                                                   ---------
      Weighted average fair value of options
        granted during 2005                                          $0.018
                                                                     ======

<PAGE>

      The following table summarizes information about employee stock options at
June 30, 2005:

<TABLE>
<CAPTION>

                         Options Outstanding                                 Options Exercisable
---------------------------------------------------------------       --------------------------------
                                        Weighted
                                        Average        Weighted                              Weighted
                      Number           Remaining       Average             Number            Average
  Exercise        Outstanding at      Contractual      Exercise       Exercisable at         Exercise
   Price          June 30, 2005          Life           Price          June 30, 2005          Price
------------      --------------     ------------      ---------      ---------------       ---------
<S>                 <C>              <C>               <C>                  <C>             <C>
$     0.02          2,000,000        9.63 Years        $  0.017             --              $      --
$     0.03            300,000        9.90 Years           0.001             --                     --
                -------------                          --------       ---------------       ---------
                    2,300,000                          $  0.018             --              $      --
                =============                          ========       ===============       =========
</TABLE>

      A summary of the options and warrants issued to  non-employees  as of June
30,  2005,  December  31, 2004 and  December  31, 2003 and changes  during these
periods is presented below:

<TABLE>
<CAPTION>

                                                                                     Weighted Average
                                                               Number of Options      Exercise Price
                                                               -----------------      --------------
<S>                                                                 <C>                 <C>
Stock Options/Warrants
Balance at December 31, 2003                                           --               $       --
Granted                                                                --               $       --
Exercised                                                              --               $       --
Forfeited                                                              --               $       --
                                                                    -------             ----------
Balance at December 31, 2004                                           --               $       --
Granted                                                             400,000             $    0.030
Exercised                                                              --               $       --
Forfeited                                                              --               $       --
                                                                    -------             ----------
Balance at June 30, 2005                                            400,000             $     0.18
                                                                    =======             ==========

Options/Warrants exercisable at June 30, 2005                       250,000             $    0.018
                                                                    =======             ==========

Weighted average fair value of options granted during 2005                              $     0.03
                                                                                        ==========
</TABLE>

      The  following  table  summarizes  information  about  non-employee  stock
options/warrants at June 30, 2005:

<TABLE>
<CAPTION>

                 Options/Warrants Outstanding                    Options/Warrants Exercisable
-----------------------------------------------------------      ----------------------------
                                    Weighted
                                     Average       Weighted                         Weighted
Range of             Number         Remaining      Average           Number          Average
Exercise         Outstanding at    Contractual     Exercise      Exercisable at      Exercise
  Price          June 30, 2005        Life          Price         June 30, 2005       Price
--------         --------------    -----------     --------      --------------     ---------
<S>                 <C>             <C>            <C>                <C>            <C>
$   0.01            200,000         1.78 Years     $  0.005           50,000         $  0.010
$   0.05            200,000         9.93 Years     $  0.025          200,000            0.008
                    -------                        --------          -------         --------
                    400,000                        $  0.030          250,000         $  0.018
                    =======                        ========          =======         ========
</TABLE>


(E) Capital Structure

On April 28, 2005, the company amended its articles of incorporation to increase
the  authorized  common  stock to  750,000,000  shares  having a par  value of $
0.0001.  Additionally,  the company authorized for issuance 10,000,000 shares of
preferred stock having a par value of $0.0001.

<PAGE>

Note 8   Related Parties

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

On August 13, 2001, the patent was validly assigned from the individual/promoter
to Trust I and simultaneously  assigned from Trust I to TLLLC.  Effective August
24,  2004,  the  patent  is owned by 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 repaid the entire $266,000 on June 7, 2004 (See Note 4). During the year
ended December 31, 2004, as a result of an administrative oversight, $20,000 was
advanced by TLLLC to Trust III on June 7, 2004.  The full $ 20,000 was repaid to
the company on February 22, 2005.

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.  The
maturity  date of each of these  notes was  extended  through  December  9, 2005
pursuant to the Loan Extension Agreement.

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.  Total fees  remaining
unpaid as of June 30, 2005 aggregated $ 70,521.

During 2004, we paid approximately $6,500 for professional  services rendered by
our acting Chief Financial  Officer.  At June 30, 2005,  $4,500 remains payable.
The acting Chief Financial Officer is also the trustee of Trust III.

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 general terms:

      o     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.

      o     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.

(B) Employment Agreements

On August 23, 2004, the company entered into the following employment agreements
with its executive officers:

      (1)   Chairman of the Board

      (i)   Term is from August 23, 2004 to August 23, 2006.
      (ii)  Salary of $175,000 per year

<PAGE>

      (2)   President and CEO

      (i)   Term is from August 23, 2004 to August 23, 2006.
      (ii)  Salary of $175,000 per year

      (3)   Executive Vice President

      (i)   Term is from August 23, 2004 to August 23, 2006.
      (ii)  Salary of $132,000 per year

      At June  30,  2005,  total  accrued  compensation  to these  officers  was
$173,745.

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 Executive  Vice  President has agreed to accrue the difference  between the
pre-amendment  rate and the  post-amendment  rate  until  August 24,  2005.  The
accrual will be added to the total accrued 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  is to be
paid  $2,500  per month as  compensation;  provided,  however,  the fees will be
accrued  until the  company  receives  net cash  financing  proceeds of at least
$500,000.

Note 10   Going Concern

As reflected in the accompanying  unaudited  consolidated  financial statements,
the  company  has a net loss of  $730,239  and net cash  used in  operations  of
$478,029 for the six months ended June 30, 2005, and an accumulated deficit of $
1,287,865,  a  working  capital  deficiency  of  $959,469  and  a  stockholders'
deficiency of $ 1,193,273 at June 30, 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  unaudited  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.  In April and May of 2005 the Company  obtained debt financing of
$600,000  (See Note 6). The company  has yet to generate an internal  cash flow,
and until licensing activities commence, the company is very dependent upon debt
and equity funding.

Note 11   Subsequent Events

Subsequent  to June  30,  2005,  the  company  issued  three  option  grants  to
non-employees.

      1.    Consultant award - 500,000 stock options

<PAGE>

            i.    On July 12, 2005, the Company granted 500,000 stock options to
                  a consultant for future  services to be rendered.  The term of
                  services  is from July 12, 2005  through  July 12,  2006.  The
                  option  grant  was  valued   pursuant  to  SFAS  123R  and  is
                  approximately $11,900.

            ii.   The weighted  average  assumptions  used by management were as
                  follows:

                  Stock price on grant date                 $0.055
                  Exercise price on grant date              $0.055
                  Dividend yield                                0%
                  Expected volatility                       60.00%
                  Risk free interest rate                    3.88%
                  Expected life of option                  3 years

            iii.  The stock option award is exercisable  as the vesting  occurs.
                  The option  vested  100,000 on the grant date with the balance
                  to vest conditional on the satisfaction of certain performance
                  criteria.

            iv.   These  stock  options  are issued  pursuant  to the  Company's
                  Equity Incentive Plan.

      2.    Consultant award - 200,000 stock options

            i.    On July 12, 2005, the Company granted 200,000 stock options to
                  a consultant for future  services to be rendered.  The term of
                  services  is from July 12, 2005  through  July 12,  2006.  The
                  option  grant  was  valued   pursuant  to  SFAS  123R  and  is
                  approximately $4,760.

            ii.   The weighted  average  assumptions  used by management were as
                  follows:

                  Stock price on grant date                 $0.055
                  Exercise price on grant date              $0.055
                  Dividend yield                                0%
                  Expected volatility                       60.00%
                  Risk free interest rate                    3.88%
                  Expected life of option                  3 years

            iii.  The stock option award is exercisable  as the vesting  occurs.
                  The option vested in full on the grant date.

            iv.   These  stock  options  are issued  pursuant  to the  Company's
                  Equity Incentive Plan.

      3.    Consultant award - 300,000 stock options

            i.    On August 1, 2005, the Company  granted  300,000 stock options
                  to a consultant for future  services to be rendered.  The term
                  of services is from August 1, 2005 through August 1, 2006. The
                  option  grant  was  valued   pursuant  to  SFAS  123R  and  is
                  approximately $7,170.

            ii.   The weighted  average  assumptions  used by management were as
                  follows:

                  Stock price on grant date                 $0.055
                  Exercise price on grant date              $0.055
                  Dividend yield                                0%
                  Expected volatility                       60.00%
                  Risk free interest rate                    4.06%
                  Expected life of option                  3 years

<PAGE>

            iii.  The stock option award is exercisable  as the vesting  occurs.
                  The option vested 75,000 on the grant date with the balance on
                  August  1,  2006  provided  that  the  appurtenant  consulting
                  agreement is still then in effect.

            iv.   These  stock  options  are issued  pursuant  to the  Company's
                  Equity Incentive Plan.

<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 creation,  management,  and licensing
company. (For purposes of convenience and clarity to the reader, for the balance
of this  discussion  we  refer to the  company  and its  wholly-owned  operating
subsidiary interchangeably, unless otherwise noted.)

      Our current  focus is on creating  patented  solutions  that  facilitate a
seamless  connection  between a website and content on a DVD, CD, flash card, or
any other storage disc or drive. The technology  covered by our patent portfolio
allows  content  providers,  advertisers  and  others  to  combine  the  dynamic
capabilities  of the  internet  with easy to deliver,  high  quality  disc based
content.  The fields in which we seek to license our  patent(s)  and  technology
include the  entertainment  industry (e.g.  film,  music and video),  education,
advertising, travel and promotion.

      The company's patent portfolio consists of:

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

            o     one patent that the United States Patent and Trademark  Office
                  has notified the company that it intends to award, entitled "A
                  Media Validation System", but which has not yet been issued;

            o     seven other patents pending; and

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

<PAGE>

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

      In addition to pursuing direct licensing royalty arrangements we also seek
to enforce our existing  issued patent and any  subsequently  issued or acquired
patent against those that infringe. We may also incubate and/or acquire minority
equity  interests  in select  growth-oriented  companies  that can benefit  from
integration and utilization of company-owned intellectual property, although the
company has not engaged any third-party agent or representative for the specific
purpose of acquiring any such interest.  We may also week to acquire  additional
patents and patent  portfolios.  Our core patent covers  technology  that allows
multimedia content stored on a removable local media (including, but not limited
to CD-ROM and DVD-ROM discs) to be  "controlled" or "released" for access by the
user by visiting a related  website on the  Internet.  Our  business  plan is to
exploit this patent and/or license the exploitation of the patent to support the
connection  between a website and content on a DVD, CD, Flash Card, or any other
storage disc or drive.

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

      o     The "Connected  MediAD"  Promotional Tool: A method of combining the
            dynamic  capabilities  of the Internet with the high quality  visual
            impact of rich media  content  stored  locally on a CD, DVD,  memory
            card, hard drive, or other digital storage platform.

      o     The Connected  Companion  Disc: A method of using a DVD, CD or other
            disc to supplement the content of a television program.

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

      In 2004 the company received  $700,000  (classified as other income on the
company's  financial  statements)  from the settlement of a patent  infringement
action that the company initiated against a third party with respect to our core
patent.  As part of the settlement the third party entered into a  non-exclusive
pre-paid  license  and agreed to  acknowledge  and  identify  our patent and the
company,  including  a link to the  company's  website,  within  certain  of its
software products.

      We are a development  stage company and remain in the very early stages of
implementing  our business  plan. We believe that if potential  revenue  streams
materialize  from our applications 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 June 30, 2005,  the company had total assets of  approximately
$225,579 ($ 191,746 of which is cash), and total  liabilities of approximately $
1,418,852.  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 describe the
significant  accounting

<PAGE>

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

      We intend to generate and collect  periodic  royalty revenue in connection
with licensing agreements associated with their intellectual  property.  Royalty
revenue is recognized  as it is earned.  We recognize  income from  licensing of
patents  ratably  over the lesser of the  economic  or legal life of any granted
licenses.  We have not recognized any royalty revenue or licensing revenue 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 six months ended June 30, 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 six months ended June 30, 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 six months ended
June 30,  2005 and 2004.  (The  following  condensed  financial  information  is
unaudited.)

      Revenue.  Our revenue was zero for the six months  ended June 30, 2005 and
2004 respectively.

      Operating  Expenses.  Operating expenses for the six months ended June 30,
2005 was $ 411,470  compared  to  operating  expenses  of $ 216,709 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 and equity line commitment fees. Additionally,
various general and administrative costs were higher during the six months ended
June 30, 2005 as compared to the same period in 2004.

      Other income.  No "other  income" was  recognized for the six months ended
June 30,  2005.  We  recognized  $ 700,000 in "other  income" for the six months
ended June 30, 2004.

      Net  Loss.  Our net  loss for the six  months  ended  June 30,  2005 was $
439,055 compared to net income of $ 483,291 for the same period in 2004. The net
loss results  primarily  from the absence of revenue or "other  income"  coupled
with the  increase in  operating  expenses.  The six months  ended June 30, 2004
included one time revenue in connection with a lawsuit totaling $700,000.

LIQUIDITY AND CAPITAL RESOURCES

      At June 30, 2005 we had $ 191,746 in cash. We have no other liquid assets.

<PAGE>

      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,  other third party  lenders  (Montgomery)  and related party
loans.

      We received an audit  opinion for the fiscal year ended  December 31, 2004
that included a "going concern" risk, which raised  substantial  doubt regarding
our ability to continue as a going concern.  We are currently in the 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  public and private equity and
debt  financing.  (which we do not  anticipate in the  foreseeable  future).  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.

      On April 11, 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
upon execution of the promissory  note with Montgomery and 1,900,000 were issued
on the second installment.

      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.  The  company  did not file its
registration  statement in the contractually  required time period and, further,
does not anticipate  that it will meet the  contractually  required time for the
registration statement to go effective. Consequently, the company may be subject
to penalties, which include the liquidated damages as set forth above.

      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 11, 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 a 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  $6,000 based on the market price
of the common stock at the time of issuance.

      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

<PAGE>

company  plans on  using  the  proceeds  of the Note as  bridge  financing.  The
proceeds were received by the company in two installments. The first installment
of $ 227,250 (net of related  expenses) was received  shortly after execution of
the  Montgomery  Note and the second  installment  of $ 254,250  (net of related
expenses) was received by the company in early June 2005,  approximately two (2)
days  prior to the  company's  filing  of its  pending  SB-2.  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  were  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.

CAPITAL EXPENDITURES AND COMMITMENTS

      We did not acquire a material  amount of fixed assets during the six month
period  ending June 30, 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

      Subsequent  to June 30, 2005,  the company  issued three  separate  option
grants to non-employees, totaling 1,000,000 common stock options. The details of
these grants are set forth in Note 11 to the  unaudited  consolidated  financial
statements.

NEW ACCOUNTING PRONOUNCEMENTS

      In December 2004, the FASB issued SFAS No. 123 ("SFAS 123") (revised 2004)
"Share-Based  Payment"  (SFAS  123R").  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 January 1, 2006. The
company has adopted the provisions of SFAS No. 123R.

      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  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

<PAGE>

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  alternative  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. The company uses the 200% double declining balance method.

Going Concern.  We have been in the  exploration  stage since inception and have
not generated any revenues from planned operations, recorded a loss of $ 439,055
for the three month period  ended June 30,  2005,  and we are in serious need of
additional  financing to fully implement our business plans. These factors among
others  indicate that the Company 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.

                                  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.

We have had a history of operating losses

      The company has a history of  operating  losses and there is no  guarantee
the Company  will be able to achieve a positive  operating  income in the future
and, if achieved,  sustain such positive  operating income.  For the period July
19, 2001 (inception) to June 30, 2005, the company had an accumulated deficit of
$1,287,865.  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 income  received in  connected  with the  enforcement  of our patent
rights during 2004  (classified in our financial  statements as "other income"),
there can be no assurance that we will be able to continue to generate income or
achieve   profitability  in  the  future  from  our  intended   operations.   If
profitability  is achieved  there is no assurance  that it can be sustained.  We
anticipate  that creating and marketing new technology  will require  additional

<PAGE>

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

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

      In its report dated February 7, 2005, Salberg & Company, P.A. expressed an
opinion that there is substantial doubt about our ability to continue as a going
concern.  As  discussed in the  accompanying  unaudited  consolidated  financial
statements,  for the six  months  ending  June  30,  2005,  the  company  had no
revenues,  a net loss of  $730,239,  and cash used in  operations  of $ 478,029.
Also, at June 30, 2005 the company had a working capital deficiency of $959,469,
a stockholder's deficiency of $ 1,193,273, and an accumulated deficit during the
development  stage of $  1,287,865.  If we are  unable  to  continue  as a going
concern, you may lose your entire investment.

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

      As of June 30, 2005, the company's  working  capital  (current assets less
current  liabilities)  was  $959,469.  Other  than the SEDA,  we do not have any
continual  commitments  or identified  sources of additional  capital from third
parties or from its officers,  directors or majority  shareholders.  There is no
assurance that additional  financing will be available on favorable terms, if at
all.

Developing  prototype  applications  based  upon our  patents  and  intellectual
property can be time-consuming and complicated.

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

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

      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 it 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,  and individuals or companies in
jurisdictions  where our intellectual  property is not protected may simply take
advantage of our work.. As a result,  it may be possible for unauthorized  third
parties to copy and distribute our intellectual property. This could result in a
material adverse effect on the company.

Litigation to enforce our intellectual property rights can be time-consuming and
costly

      In connection with our intellectual property,  litigation may be necessary
to enforce and protect our  intellectual  property  rights,  or to determine the
validity  and scope of the  proprietary  rights  of others or to defend  against
claims of infringement or invalidity. Any such litigation could take an extended
period

<PAGE>

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 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 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.  In
particular,  we rely on the skills of Leigh M.  Rothschild,  who  developed  the
technology  which we have  patented,  and on whom we would  rely to  update  and
customize the technology as necessary. We also rely upon personnel having skills
in areas such as determining the validity of intellectual property,  maintaining
intellectual  property,  identifying  infringing  parties,  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.

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.

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.

<PAGE>


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

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

      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 shares.

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) issuers  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.

<PAGE>

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 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.

<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 Corporation,  the registrant issued 270,072,000 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 Marc  Golden,  the sole  director and former  principal
shareholder of New Mountaintop Corporation.

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------
                                                                                       (d) Maximum
                                                                                     Number of Shares
                (a) Total                                                              that may be
                number of                         (c) Total Number of Shares         Purchased Under
                 shares     (b) Average Price      Purchased as Part of Publicly      the Plans or
Period          purchased    Paid per share         Announced Plans or Programs          Programs
-----------------------------------------------------------------------------------------------------
  <S>           <C>             <C>                         <C>                             <C>
  07/01 -
   07/31            0              0                            0                           0
-----------------------------------------------------------------------------------------------------
  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
-----------------------------------------------------------------------------------------------------
</TABLE>
(c)   As part of the  financing  transaction  with Cornell,  the company  issued
      shares as follows:

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------
                                                                       (c) Total Number of        (d) Maximum
                                (a) Total                               Shares Purchased as     Number of Shares
                                number of                                Part of Publicly          that may be
                                 Shares         (b) Average Price        Announced Plans or    Purchased Under the
Period                          Purchased        Paid Per Share               Programs         Plans or Programs
------------------------------------------------------------------------------------------------------------------
<S>                             <C>                 <C>                          <C>                <C>
Cornell Capital, L.P.           1,900,000           $ 0.0001                     --                 1,900,000
(4-14-2005)
------------------------------------------------------------------------------------------------------------------
Knightsbridge Holdings,         4,441,000           $ 0.0001                     --                 4,441,000
LLC (4-14-2005)
------------------------------------------------------------------------------------------------------------------
Monitor Capital, Inc.            200,000            $ 0.0001                     --                  200,000
(4-14-2005)
------------------------------------------------------------------------------------------------------------------
Cornell Capital, L.P.       200,000 (Warrant)                                                        200,000
(4-14-2005)
------------------------------------------------------------------------------------------------------------------
Cornell Capital, L.P.           1,900,000           $ 0.0001                                        1,900,000
(6-2-2005)
------------------------------------------------------------------------------------------------------------------
TOTAL                           8,641,000                                                           8,641,000
------------------------------------------------------------------------------------------------------------------
</TABLE>

Item 3   Defaults Upon Senior Securities

Not applicable.

<PAGE>

Item 4   Submission of Matter 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.

      As of August 5, 2005 there were 300,507,663 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

         1. Loan Extension Agreement

         2. Amendment to the Company's Certificate of Incorporation changing the
            name of the corporation to Connected Media Technologies, Inc.

<PAGE>

                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


Date August 10, 2005                        CONNECTED MEDIA TECHNOLOGIES, INC.

                                            By: /s/ Jeffrey W. Sass
                                                --------------------------------
                                                Jeffrey W. Sass
                                                Chief Executive Officer