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


                                   ----------

                                  FORM 10-QSB/A

                                   ----------

|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 September 27 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>

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

                                     ASSETS
                                                                    As Restated
                                                                     (Note 12)
                                                                    -----------
Current Assets
  Cash                                                              $   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
                                                                    ===========

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

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
  Promissory Note                                                       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,
    302,507,663 shares issued 300,507,663
    outstanding                                                          30,251
  Additional paid-in capital                                            322,292
  Deficit accumulated during the
    development stage                                                (1,152,865)
                                                                    -----------
                                                                       (800,322)
                                                                    -----------
  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)                      (135,000)
                                                                    -----------
Total Stockholders' Deficiency                                       (1,193,273)
                                                                    -----------

Total Liabilities and Stockholders' Deficiency                      $   225,579
                                                                    ===========

     See accompanying notes to unaudited consolidated financial statements.


                                       1
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                                         For the
                                                                                                                       Period from
                                                                                                                      July 19, 2001
                                                                                                                     (Inception) to
                                                     Three Months Ended                   Six Months Ended            June 30, 2005
                                                          June 30,                             June 30,                As Restated
                                                   2005              2004             2005              2004            (Note 12)
                                              -------------     -------------     -------------     -------------     -------------
<S>                                           <C>               <C>               <C>               <C>               <C>
Revenue                                       $          --     $          --     $          --     $          --     $          --
                                              -------------     -------------     -------------     -------------     -------------

Operating Expenses
Payroll, contract services and
  stock based compens                               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
Costs of recapitalization                                --                --                --                --            62,217
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         1,821,338
                                              -------------     -------------     -------------     -------------     -------------

Loss from Operations                               (411,470)         (216,709)         (697,545)         (239,006)       (1,821,338)

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     $  (1,152,865)
                                              =============     =============     =============     =============     =============
Net Income (Loss) Per Share
  - Basic and Diluted                                 (0.00)             0.00             (0.00)             0.00             (0.00)
                                              =============     =============     =============     =============     =============
Weighted average number of
  shares outstanding
  during the period
  - basic and diluted                           298,860,952       270,072,000       295,482,578       270,072,000       275,243,258
                                              =============     =============     =============     =============     =============

</TABLE>

     See accompanying notes to unaudited consolidated financial statements.


                                       2
<PAGE>

                      Trust Licensing, Inc. and Subsidiary
                          (A Development Stage Company)
          Consolidated Statement of Changes in Stockholders' Deficiency
         For the Six Months Ended June 30, 2005 and for the period from
                   July 19, 2001 (inception) to June 30, 2005

<TABLE>
<CAPTION>
                                                                                            Deficit
                                                                                          accumulated
                                                   Common Stock           Additional      during the
                                            ------------------------        Paid-in       Development
                                               Shares         Amount       Capital           Stage
                                            -----------      -------      ---------       -----------
<S>                                         <C>              <C>          <C>             <C>
Issuance to founders                        270,072,000      $27,007      $  (7,007)      $        --

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

Net loss, 2002                                       --           --             --           (78,194)
                                            -----------      -------      ---------       -----------
Balance, December 31, 2002                  270,072,000       27,007         (7,007)         (125,253)

Net loss, 2003                                       --           --             --          (177,805)
                                            -----------      -------      ---------       -----------
Balance, December 31, 2003                  270,072,000       27,007         (7,007)         (303,058)

Deemed issuance including
  treasury shares redeemed                   22,328,000        2,233         (2,233)               --

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

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

Net loss, 2004                                       --           --             --          (119,568)
                                            -----------      -------      ---------       -----------
Balance, December 31, 2004
  (As restated, Note 12)                    294,066,663       29,407         40,998          (422,626)
                                            -----------      -------      ---------       -----------

Common stock options granted to
  employees and consultants                          --           --         22,643                --

Shares granted as equity line
  commitment fee                              3,800,000          380        115,520                --

Warrants granted as equity line
  commitment fee                                     --           --          4,365                --

Cash portion of equity line
  commitment fee                                     --           --             --                --

Shares granted as placement agent fee           200,000           20          5,980                --

Shares granted for consulting services        4,441,000          444        132,786                --

Amortization of deferred equity line
  commitment fees                                    --           --             --                --

Net loss, six months ended
  June 30, 2005                                      --           --             --          (730,239)
                                            -----------      -------      ---------       -----------
Balance, June 30, 2005
  (As restated, Note 12)                    302,507,663      $30,251      $ 322,292       $(1,152,865)
                                            ===========      =======      =========       ===========

<CAPTION>
                                             Deferred
                                              Equity
                                               Line
                                            Commitment      Deferred      Deferred       Treasury
                                                Fee       Compensation   Consulting        Stock             Total
                                            ----------    ------------   ----------      ---------       ------------
<S>                                         <C>             <C>           <C>            <C>             <C>
Issuance to founders                        $      --       $    --       $     --       $      --       $    20,000

Net loss, 2001                                     --            --             --              --           (47,059)
                                            ---------       -------       --------       ---------       -----------
Balance, December 31, 2001                         --            --             --              --           (27,059)

Net loss, 2002                                     --            --             --              --           (78,194)
                                            ---------       -------       --------       ---------       -----------
Balance, December 31, 2002                         --            --             --              --          (105,253)

Net loss, 2003                                     --            --             --              --          (177,805)
                                            ---------       -------       --------       ---------       -----------
Balance, December 31, 2003                         --            --             --              --          (283,058)

Deemed issuance including
  treasury shares redeemed                         --            --             --        (135,000)         (135,000)

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

Shares issued in exchange for
  consulting fees                                  --            --             --              --            50,000

Net loss, 2004                                     --            --             --              --          (119,568)
                                            ---------       -------       --------       ---------       -----------
Balance, December 31, 2004
  (As restated, Note 12)                           --            --             --        (135,000)         (487,221)
                                            ---------       -------       --------       ---------       -----------
Common stock options granted to
  employees and consultants                        --        (3,761)        (1,841)             --            17,041

Shares granted as equity line
  commitment fee                             (115,900)           --             --              --                --

Warrants granted as equity line
  commitment fee                               (4,365)           --             --              --                --

Cash portion of equity line
  commitment fee                              (85,000)           --             --              --           (85,000)

Shares granted as placement agent fee              --            --             --              --             6,000

Shares granted for consulting services             --            --        (66,615)             --            66,615

Amortization of deferred equity line
  commitment fees                              19,531            --             --              --            19,531

Net loss, six months ended
  June 30, 2005                                    --            --             --              --          (730,239)
                                            ---------       -------       --------       ---------       -----------
Balance, June 30, 2005
  (As restated, Note 12)                    $(185,734)      $(3,761)      $(68,456)      $(135,000)      $(1,193,273)
                                            =========       =======       ========       =========       ===========
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.


                                       3
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                           For the
                                                                                         Period from
                                                                                        July 19, 2001
                                                                                        (Inception) to
                                                                 Six Months Ended        June 30, 2005
                                                                     June 30,             As Restated
Cash Flows From Operating Activities:                           2005          2004         (Note 12)
                                                             ----------    ---------    --------------
<S>                                                          <C>           <C>           <C>
Net Income (Loss)                                            $(730,239)    $ 460,994     $(1,152,865)
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        (557,085)
                                                             ---------     ---------     -----------
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             11,784       (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)
  Recapitalization consideration paid for treasury shares           --            --        (135,000)
                                                             ---------     ---------     -----------
Net Cash Provided by (Used in) Financing Activities            624,000      (156,000)        850,375
                                                             ---------     ---------     -----------
Net Increase 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.


                                       4
<PAGE>

                Connected Media Technologies, Inc. and Subsidiary
                          (A Development Stage Company)
              Notes to Unaudited Consolidated Financial Statements
                                  June 30, 2005

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 (in
an unrelated  transaction) all of the issued and outstanding shares of Connected
Media, Inc., an inactive California  corporation.  Thereafter,  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 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.



                                       1
<PAGE>

                Connected Media Technologies, Inc. and Subsidiary
                          (A Development Stage Company)
              Notes to Unaudited Consolidated Financial Statements
                                  June 30, 2005

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  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 months ended June 30, 2005,  the
three  months  ended  June 30,  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  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



                                       2
<PAGE>

                Connected Media Technologies, Inc. and Subsidiary
                          (A Development Stage Company)
              Notes to Unaudited Consolidated Financial Statements
                                  June 30, 2005

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)).

(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.



                                       3
<PAGE>

                Connected Media Technologies, Inc. and Subsidiary
                          (A Development Stage Company)
              Notes to Unaudited Consolidated Financial Statements
                                  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
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).



                                       4
<PAGE>

                Connected Media Technologies, Inc. and Subsidiary
                          (A Development Stage Company)
              Notes to Unaudited Consolidated Financial Statements
                                  June 30, 2005

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 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


                                       5
<PAGE>

                Connected Media Technologies, Inc. and Subsidiary
                          (A Development Stage Company)
              Notes to Unaudited Consolidated Financial Statements
                                  June 30, 2005

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 held as  escrow  shares in the name of the  Company.  The
pledged  collateral  shares are not  considered  issued for financial  statement
purposes or 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 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  $ 6,953 for  equity  line
commitments  fee expense.  The  remaining $ 78,047 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 deferred equity
line commitment fee. (See Note 7.)



                                       6
<PAGE>

                Connected Media Technologies, Inc. and Subsidiary
                          (A Development Stage Company)
              Notes to Unaudited Consolidated Financial Statements
                                  June 30, 2005

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 $4,364. See assumptions below in 7(D).

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 amortization                $    (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



                                       7
<PAGE>

                Connected Media Technologies, Inc. and Subsidiary
                          (A Development Stage Company)
              Notes to Unaudited Consolidated Financial Statements
                                  June 30, 2005

$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.

(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  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 as treasury
stock. 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 $135,000 paid for the public shell  accounted for as treasury
stock, the company incurred and paid an additional $30,000 as a finder's fee and
$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  $62,217  as  total   transaction  costs  of
recapitalization  and $135,000 to treasury stock.  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  20,328,000  common shares of
the company and 2,000,000 are held as treasury  shares.  All share and per share
information in the accompanying  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



                                       8
<PAGE>

                Connected Media Technologies, Inc. and Subsidiary
                          (A Development Stage Company)
              Notes to Unaudited Consolidated Financial Statements
                                  June 30, 2005

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.

                  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.



                                       9
<PAGE>

                Connected Media Technologies, Inc. and Subsidiary
                          (A Development Stage Company)
              Notes to Unaudited Consolidated Financial Statements
                                  June 30, 2005

                  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

                  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.



                                       10
<PAGE>

                Connected Media Technologies, Inc. and Subsidiary
                          (A Development Stage Company)
              Notes to Unaudited Consolidated Financial Statements
                                  June 30, 2005

      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 the
                        SEDA (See  Note 6).  The  warrant  issuance  was  valued
                        pursuant to SFAS 123R and totaled $4,364.

                        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 $4,364 is allocated to a contra
                        equity account, deferred equity line commitment fee, and
                        amortized over the two-year life of the SEDA.

                        Total gross  deferred  equity line  commitment fee is as
                        follows:

                        Note 7(A)    $115,900
                        Note 6        $85,000
                        Per above      $4,364
                                     --------
                        Total        $205,264

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



                                       11
<PAGE>

                Connected Media Technologies, Inc. and Subsidiary
                          (A Development Stage Company)
              Notes to Unaudited Consolidated Financial Statements
                                  June 30, 2005

                  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.

      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:

                                                                 Weighted
                                                    Number       Average
                                                     of          Exercise
                                                   Options        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
                                                                  ======

      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:


                                       12
<PAGE>

                Connected Media Technologies, Inc. and Subsidiary
                          (A Development Stage Company)
              Notes to Unaudited Consolidated Financial Statements
                                  June 30, 2005

                                                                      Weighted
                                                         Number       Average
                                                          of          Exercise
                                                        Options        Price
                                                        -------       --------
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       $ 0.030
                                                        =======       =======
Options/Warrants exercisable
at June 30, 2005                                        250,000       $0.0018
                                                        =======       =======
Weighted average fair value of
options granted during 2005                                           $ 0.030
                                                                      =======


The  following   table   summarizes   information   about   non-employee   stock
options/warrants 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>
        $0.01            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


                                       13
<PAGE>

                Connected Media Technologies, Inc. and Subsidiary
                          (A Development Stage Company)
              Notes to Unaudited Consolidated Financial Statements
                                  June 30, 2005

issuance 10,000,000 shares of preferred stock having a par value of $ 0.0001.

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 and expenses of $98,125
for the six months ended June 30, 2005.  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.



                                       14
<PAGE>

                Connected Media Technologies, Inc. and Subsidiary
                          (A Development Stage Company)
              Notes to Unaudited Consolidated Financial Statements
                                  June 30, 2005

(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

      (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 a deficit  accumulated
during development stage of $1,152,865, 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



                                       15
<PAGE>

                Connected Media Technologies, Inc. and Subsidiary
                          (A Development Stage Company)
              Notes to Unaudited Consolidated Financial Statements
                                  June 30, 2005

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

                  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:


                                       16
<PAGE>
                Connected Media Technologies, Inc. and Subsidiary
                          (A Development Stage Company)
              Notes to Unaudited Consolidated Financial Statements
                                  June 30, 2005

                        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

                  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.

Note 12   Restatement

Subsequent  to the  issuance of the  Company's  December  31, 2004  consolidated
financial  statements,  management  became  aware that  $135,000 of cost paid to
redeem 2,000,000 common shares as part of the recapitalization  should have been
charged to equity  rather  than to  operations.  In addition  those  shares were
reissued in the Company's name as treasury  shares and  accordingly  should have
been  reflected  as  treasury  shares in the  consolidated  balance  sheet.  The
correction of these items in the restated  consolidated  financial statements as
of June 30,  2005 has the effect of  reducing  expense of  recapitalization  and
thereby  reducing net loss in the  consolidated  statement of operations for the
period  from  July  19,  2001  (inception)  to June  30,  2005 by  $135,000  and
reclassifying  $135,000 from deficit  accumulated  during  development  stage to
treasury stock in the consolidated  balance sheet at June 30, 2005. There was no
net effect on consolidated net loss per share.



                                       17
<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

      The  predecessor  to  the  company  was  first  organized  as  a  Delaware
corporation on December 11, 1989 under the name  Mountaintop  Corporation and in
July 1990 became  subject to the reporting  requirements  of the  Securities and
Exchange Act of 1934 (the "Exchange Act").  Mountaintop Corporation was involved
in the distribution and marketing of spirits,  among other things. That business
ultimately  did  not  succeed  and  in  1992,  Mountaintop   Corporation  ceased
operations.  Shortly  thereafter,  the charter of  Mountaintop  Corporation  was
forfeited  by the State of Delaware  for  non-payment  of  franchise  taxes.  On
February 21, 2003 through the efforts of its then-majority  stockholder and sole
director,  the company  revived and  reinstated its charter  effective  March 1,
1993. However, during the process of reviving the company, the State of Delaware
notified  the  company  that its name,  Mountaintop  Corporation,  was no longer
available.  Thus,  the  name  of the  company  was  changed  to New  Mountaintop
Corporation.  In addition,  at the time of that name change, the company amended
its  Certificate  of  Incorporation  to authorize  common  stock of  500,000,000
shares,  par value $ 0.0001, and 10,000,000 shares of preferred stock, par value
$  0.0001.  After  the  company  had its  charter  reinstated,  New  Mountaintop
Corporation (f/k/a Mountaintop  Corporation) continued its reporting obligations
of the Exchange Act and upon being  reinstated filed its 10-K for the year ended
December 31, 2002.

      On August 24, 2004 pursuant to the Florida rules and regulations governing
mergers and  acquisitions,  the  company,  through a newly  formed  wholly owned
subsidiary  acquired,  by  merger,  all of the  assets  and  business  of  Trust
Licensing,  LLC ("TLLLC").  As  consideration  for the merger the company issued
270,072,000 shares of its common stock, par value $ .0001 per share representing
approximately 93% of its issued and outstanding shares (after giving effect to a
1:10 reverse stock split.) The reverse merger was accompanied by a change in the
name of the company to Trust Licensing,  Inc., the company's Board of Directors,
its management, and its business focus. Prior to the merger, the company had not
conducted  regular business  operations for several years;  rather,  its primary
focus was seeking a business  to acquire.  On  December  31,  2004,  the company
became  eligible for trading on the  over-the-counter  bulletin  board under the
symbol TRTL.OB.  As a result of the merger,  the company became the successor in
interest to New  Mountaintop  Corporation and assumed its Exchange Act reporting
obligations.


<PAGE>

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

      Prior  to  the  merger,   TLLC  had  been  considering  a  joint  business
relationship with an unrelated third-party. In connection with this transaction,
the third party formed a California  corporation named Connected Media, Inc. The
goal was to use the name "Connected  Media" and as part of the relationship TLLC
funded the purchase of the web address (URL)  www.connectedmedia.com,  which was
then  assigned  to the third  party.  In  connection  with this  transaction,  a
"Connected Media" logo was developed by the third party. In March 2005, however,
the third  party  decided it was not in a  position  to  continue  to pursue the
business  relationship and offered to assign to the Company,  at no cost, all of
its right,  title and interest in and to the Connected Media name, logo and URL,
as well as all of the issued and outstanding  shares of Connected Media, Inc. At
the time, and since its inception,  Connected  Media,  Inc. had been an inactive
corporation with no assets or liabilities.  The assignment was made at zero cost
and  there  was no  accounting  effect  to this  transaction.  Furthermore,  the
transaction had no material impact on the company's  business.  The sole purpose
of completing the  assignment  was to ensure that  Connected  Media would remain
inactive in order to avoid  confusion  and protect and  preserve  the  company's
intended use of the name "Connected  Media" which, as described  herein,  became
the name of the company.

      Currently,  through the operations of 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  educational and distance  learning,  the  entertainment  industry (e.g.
film,  music  and  video),  travel  related  marketing  services,   advertising,
publishing, digital photography and real estate.

      The company's patent portfolio consists of:

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

            o     one patent that the United States Patent and Trademark  Office
                  has  notified  the  company  that it  intends to issue as U.S.
                  Patent 6,  952,697  on  October  4,  2005,  entitled  "A Media
                  Validation System";

            o     seven other patents pending; and

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

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


<PAGE>

      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.  In
addition to  pursuing  direct  licensing  royalty  arrangements  we also seek to
enforce our existing issued  patent(s) and any  subsequently  issued or acquired
patent(s)  against  those that  infringe.  We may also incubate  and/or  acquire
minority equity interests in select  growth-oriented  companies that can benefit
from  integration  and  utilization  of  company-owned   intellectual  property,
although the company has not engaged any third-party agent or representative for
the specific purpose of acquiring any such interest. We may also week to acquire
additional patents and patent portfolios.

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

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

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

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

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

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


<PAGE>

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  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 three and six
months  ended  June 30,  2005  and  2004.  (The  following  condensed  financial
information is unaudited.)

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

      Operating Expenses.  Operating expenses for the three and six months ended
June 30, 2005 was $ 411,470  and $ 697,545  respectively  compared to  operating
expenses of $ 216,709 and $239,006 for the same period in 2004.  The increase in
operating  expenses results primarily from an increase in payroll,  professional
fees and an increase in research and development costs.

      Other  income.  No "other  income"  was  recognized  for the three and six
months ended June 30, 2005.  We  recognized $ 700,000 in "other  income" for the
six months  ended June 30,  2004.  Other  income  during the same period in 2004
resulted from the settlement of a civil action  relating to one of the company's
patents.


<PAGE>

      Net Loss.  Our net loss for the three and six months  ended June 30,  2005
was $ 439,055  and $ 730,239  respectively,  compared to net income of $ 483,291
and $ 460,994  respectively  for the same period in 2004.  The net loss resulted
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.
The  company  intends to finance its  activities  through use of the private and
public  debt  and  equity  financing,  including  use of the $  600,000  note to
Montgomery and the Standby Equity Distribution  Agreement.  Prior to the Cornell
transaction,  the company financed its activities  primarily through loans from,
and loans secured by, related parties. Our cash requirements for the next twelve
months are  approximately  $2.8  million,  including  requirements  for  working
capital (estimated to be approximately  $1.2 million),  research and development
(estimated to be approximately  $200,000),  personnel additions (estimated to be
approximately  $100,000),  licensing and enforcement activities (estimated to be
approximately  $200,000)  and  debt  service  and  repayment  (estimated  to  be
approximately  $1.1 million).  The company expects to obtain the necessary funds
during the course of the  twelve-month  period  and will  manage its  activities
accordingly.  The terms of the Standby Equity Distribution Agreement provide for
the potential  ability for the company to draw up to $10 million over the course
of 24 months,  which is in excess of the company's cash requirements during that
period.  In the event we are not able to draw sufficient  funds from the Standby
Equity  Distribution  Agreement we will seek to obtain funding from other means,
including the use of private and public debt and equity financing.

      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 years ended  December 31, 2004
and 2003 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.  If we are unable to
obtain the necessary  funding,  we may need to curtail the implementation of our
core business activities and risk going out of business.

      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, 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 Standby Equity Distribution Agreement,
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 Standby Equity Distribution  Agreement.
In connection with the Standby Equity Distribution Agreement, 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 Standby Equity Distribution Agreement 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


<PAGE>

statement  to  go  effective.  Consequently,  the  company  may  be  subject  to
penalties, which include the liquidated damages as set forth above.

      Pursuant to the Standby Equity  Distribution  Agreement,  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 Standby Equity  Distribution  Agreement 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  Standby  Equity  Distribution
Agreement,  the company executed a Promissory Note in favor of Montgomery Equity
Partners,  Ltd.  ("Montgomery") in the principal amount of $600,000. The company
plans on using the proceeds of the Note as bridge  financing.  The 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.

            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

                  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>

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  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.

Patent Accounting and Valuation. Prior to the formation of the company (July 19,
2001),  the  individual  who is the primary  beneficiary  of  Irrevocable  Trust
Agreement Number I ("Trust I") (see below) had expended  approximately  $184,000
of personal funds to create,  maintain and enhance our core patent.  Pursuant to
Staff  Accounting  Bulletin  Topic 5(G),  "Transfers  of  Nonmonetary  Assets by
Promoters or  Shareholders",  the patent was  contributed  to the Company at its
historical cost basis of $0 as determined  under generally  accepted  accounting
principles.


<PAGE>

We intend to generate and collect  periodic  royalty  revenue in connection with
licensing  agreements  associated  with  their  intellectual  property.  Royalty
revenue is recognized  as it is earned.  We recognize  income from  licensing of
patents  ratably  over the lesser of the  economic  or legal life of any granted
licenses.  We have not recognized any royalty revenue or licensing  revenue from
the period of  January 1, 2004  through  December  31,  2004 or in the first six
months of 2005.

Going Concern. We have been in the exploration stage since inception on July 19,
2001 and has not generated any revenues from planned operations, recorded a loss
of $ 730,239 for the six months ended June 30, 2005,  and we are in serious need
of additional financing to fully implement its 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.
THE FOLLOWING ARE ALL THE MATERIAL RISKS KNOWN TO THE COMPANY.

We have had a history of operating losses

      The company has a history of  operating  losses and there is no  guarantee
the company  will be able to achieve a positive  operating  income in the future
and, if achieved,  sustain such positive  operating income.  For the period July
19, 2001  (inception) to June 30, 2005, the company had an aggregate net loss of
$ 1,152,865.  Accordingly, an investment in the company is extremely speculative
in nature and involves a high degree of risk.

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

      We are a development  stage Company and have a limited income history from
the  licensing  of our  technology.  While the  company  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
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


<PAGE>

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 $
1,152,865.  For the immediately  preceding fiscal year ending December 31, 2004,
the company had no revenues,  a net loss of $119,568  cash used in operations of
$8,907, a working capital deficiency of $497,084, a stockholder's  deficiency of
$487,221 and a deficit  accumulated during development state of $422,626.  If we
are unable to continue as a going concern, you may lose your entire investment.

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

      As of 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

      We have 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  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


<PAGE>

operations.  Additionally,  companies in other  jurisdictions  may have patented
technology on which our patent would infringe.

We do not carry liability insurance or business interruption insurance

      We carry customary Director's & Officer's  Insurance,  but we do not carry
general liability insurance or business interruption  insurance at this time. We
intend  to  purchase  such  insurance  when we deem  such  an  investment  to be
economically  prudent.  Consequently,  if any peril or event  occurs  that would
subject  the  company to  liability  or  business  interruption,  we will not be
insured  for that loss.  Such an event  could  severely  affect  our  ability to
conduct our normal  business  operations and adversely  affect both our business
operations and our revenue.

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

      Our success depends largely on highly skilled personnel. In particular, we
rely on the skills of Leigh 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 us.

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.

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  Standby  Equity
Distribution  Agreement.  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.

      Our shares are traded on the  Over-The-Counter  Bulletin  Board. In recent
years the stock market in general has  experienced  extreme  price  fluctuations
that have  oftentimes  have been  unrelated to the operating  performance of the
affected  companies.  Similarly,  the  market  price  of our  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.


<PAGE>

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

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

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   (b) Average    (c) Total Number of Shares         Purchased Under
                         shares     Price Paid    Purchased as Part of Publicly        the Plans or
          Period       purchased     per share     Announced Plans or Programs           Programs
       ------------- ------------- ------------- --------------------------------- ---------------------
       <S>             <C>           <C>                    <C>                             <C>
         07/01 -
          07/31            0             0                      0                           0
       ------------- ------------- ------------- --------------------------------- ---------------------
                                      $135,000
         08/01 -                     2,000,000
          08/31        2,000,000     = $0.0675              2,000,000                       0
       ------------- ------------- ------------- --------------------------------- ---------------------
       09/01 09/30         0                                    0                           0
       ------------- ------------- ------------- --------------------------------- ---------------------
          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>
                                                                                                  (d) Maximum Number
                                                                           (c) Total Number of         of Shares
                                 (a) Total                                   Shares Purchased         that may be
                                 Number of            (b) Average          as Part of Publicly      Purchased Under
                                   Shares              Price Paid            Announced Plans          the Plans or
         Period                  Purchased              Per Share              or Programs              Programs
------------------------- ----------------------- ---------------------- ----------------------- ----------------------
<S>                         <C>                         <C>                        <C>                 <C>
(Cornell Capital, L.P.
(4-14-2005)                     1,900,000               $ 0.0001                   -                   1,900,000
------------------------- ----------------------- ---------------------- ----------------------- ----------------------
Knightsbridge Holdings,
LLC (4-14-2005)                 4,441,000               $ 0.0001                   -                   4,441,000
------------------------- ----------------------- ---------------------- ----------------------- ----------------------
Monitor Capital, Inc.
(4-14-2005)                      200,000                $ 0.0001                   -                    200,000
------------------------- ----------------------- ---------------------- ----------------------- ----------------------
Cornell Capital, L.P.
4-14-2005)                 200,000 (Warrant)                                                           200,000
------------------------- ----------------------- ---------------------- ----------------------- ----------------------
Cornell Capital, L.P.
(6-2-2005)                      1,900,000               $ 0.0001                                       1,900,000
------------------------- ----------------------- ---------------------- ----------------------- ----------------------
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 September 30, 2005                       CONNECTED MEDIA TECHNOLOGIES, INC.

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

<PAGE>

                                 CERTIFICATION

I, Jeffrey Sass,  Chief Executive  Officer and Jay Howard Linn,  Chief Financial
Officer, certify that:

1. We have  reviewed  this Form 10-QSB of  Connected  Media  Technologies,  Inc.
formerly known as Trust Licensing, Inc.;

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

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

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

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

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

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

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

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

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

6. We have  indicated  in this  report  whether  or not there  were  significant
changes in internal controls or in other factors that could significantly affect
internal controls or in other factors that could  significantly  affect internal
controls  subsequent  to the date or our most recent  evaluation,  including any
corrective  actions  with  regard  to  significant   deficiencies  and  material
weaknesses.

Date: September 30, 2005

                                                  /s/ Jeffrey W. Sass
                                        ----------------------------------------
                                        Jeffrey W. Sass, Chief Executive Officer

                                                 /s/ Jay Howard Linn
                                        ----------------------------------------
                                        Jay Howard Linn, Chief Financial Officer
<PAGE>

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Connected Media Technologies, Inc. f/k/a
Trust  Licensing,  Inc. (the "Company") on Form 10-QSB for the quarterly  period
ending June 30, 2005 as filed with the Securities and Exchange Commission on the
date hereof (the  "Report"),  I Jeffrey Sass,  Chief  Executive  Officer and Jay
Howard Linn,  Chief Financial  Officer of the Company,  certify,  pursuant to 18
U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002,
that to my knowledge:

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

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

                                               /s/ Jeffery W. Sass
                                        ----------------------------------------
                                        Jeffrey Sass, Chief Executive Officer

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

Date: September 30, 2005

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